485BPOS 1 d50616d485bpos.htm NORTHWESTERN MUTUAL SERIES FUND, INC. NORTHWESTERN MUTUAL SERIES FUND, INC.

REGISTRATION NOs.  2-89971

                                          811-3990

 

 

 

 

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

                                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               X

                                                     PRE-EFFECTIVE AMENDMENT NO.                                                             

                                                     POST-EFFECTIVE AMENDMENT NO.         60                                        X  

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY

                                                                          ACT OF 1940                                                                       X  

                                                     AMENDMENT NO.                                61                                                   X  

NORTHWESTERN MUTUAL SERIES FUND, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

720 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN 53202

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(414) 271-1444

(REGISTRANT’S TELEPHONE NUMBER)

LESLI MCLINDEN, SECRETARY

720 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN 53202

(NAME AND ADDRESS OF AGENT FOR SERVICE)

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)

            [ X ]    IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b)

            [     ]    ON (DATE) PURSUANT TO PARAGRAPH (b)

            [     ]    60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1)

            [     ]    ON (DATE) PURSUANT TO PARAGRAPH (a)(1)

            [     ]    75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(2)

            [     ]    ON (DATE) PURSUANT TO PARAGRAPH (a)(2) OF RULE 485

            [     ]    THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A

                       PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.

This Post-Effective Amendment No. 60 to the Registrant’s Registration Statement on Form N-1A (File No. 2-89971) is being filed solely to update exhibits to the Registrant’s Post-Effective Amendment No. 58 to its Registration Statement that was previously filed on April 30, 2015 pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “Securities Act”) (SEC Accession No. 0001193125-15-161560), as supplemented by the Registrant’s filings pursuant to Rule 497(e) under the Securities Act made on May 22, 2015, June 5, 2015, June 10, 2015, and June 22, 2015. Accordingly, this Post-Effective Amendment No. 60 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 60 does not modify any other part of the Registrant’s Post-Effective Amendment No. 58 to its Registration Statement. This Post-Effective Amendment No. 60 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registrant’s Post-Effective Amendment No. 58 to its Registration Statement, as supplemented, are hereby incorporated by reference.

 

 

 

 

PART C

OTHER INFORMATION

 

Item 28. Exhibits

 

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
(a)1(a)   Articles of Incorporation of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on December 22, 1983   EX-99.B1 to Form N-1A Post-Effective Amendment No. 13 for Northwestern Mutual Series Fund, Inc. filed on April 26, 1996
(a)1(b)   Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on May 3, 1993   EX-99.B1(a) to Form N-1A Post-Effective Amendment No. 13 for Northwestern Mutual Series Fund, Inc. filed on April 26, 1996
(a)1(c)   Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on February 4, 1999 and filed with the State of Maryland on February 11, 1999   Exhibit A(1) to Form N-1A Post-Effective Amendment No. 16 for Northwestern Mutual Series Fund, Inc. filed on February 25, 1999
(a)1(d)   Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on May 3, 2001 and filed with the State of Maryland on May 4, 2001   Exhibit A(1) to Form N-1A Post-Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001
(a)1(e)   Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on November 7, 2002 and filed with the State of Maryland on January 31, 2003   Exhibit A(1) to Form N-1A Post-Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003
(a)1(f)   Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on February 6, 2003 and filed with the State of Maryland on February 7, 2003   Exhibit A(2) to Form N-1A Post-Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003
(a)1(g)   Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on August 3, 2006 and filed with the State of Maryland on February 2, 2007   Exhibit (a)1(g) to Form N-1A Post-Effective Amendment No. 29 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007
(a)1(h)   Resolutions to Amend the Articles of Incorporation of Northwestern Mutual Series Fund, Inc. adopted by the Directors on February 21, 2007 and filed with the State of Maryland on February 22, 2007   Exhibit (a)1(h) to Form N-1A Post-Effective Amendment No. 30 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007
(a)1(i)   Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on April 25, 2007   Exhibit (a)1(i) to Form N-1A Post-Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007
(a)1(j)   Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on April 7, 2008   Exhibit (a)1(j) to Form N-1A Post-Effective Amendment No. 34 for Northwestern Mutual Series Fund, Inc. filed on April 23, 2008

 

C–1

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
(a)1(k)   Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on December 22, 2010.   Exhibit (a)1(k) to Form N-1A Post-Effective Amendment No. 40 for Northwestern Mutual Series Fund, Inc. filed on February 11, 2011
(a)1(l)   Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on May 15, 2013   Exhibit (a)1(1) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(a)1(m)   Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on December 5, 2013   Exhibit (a)1(m) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(a)1(n)   Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on March 10, 2015   Exhibit (a)1(n) to Form N-1A Post-Effective Amendment No. 58 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2015
(a)1(o)   Certificate of Correction filed with the State of Maryland on July 27, 2015   Filed herewith
(b)1(a)   Amended and Restated By-Laws of Northwestern Mutual Series Fund, Inc. adopted on August 5, 2004   Exhibit (b)1(j) to Form N-1A Post-Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005
(b)1(b)   Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated May 4, 2006   Exhibit (b)1(k) to Form N-1A Post-Effective Amendment No. 29 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2007
(b)1(c)   Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated August 6, 2008   Exhibit (b)1(l) to Form N-1A Post-Effective Amendment No. 36 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2009
(b)1(d)   Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated November 16, 2011   Exhibit (b)1(m) to Form N-1A Post-Effective Amendment No. 46 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2012
(b)1(e)   Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated December 31, 2014   Exhibit (b)1(e) to Form N-1A Post-Effective Amendment No. 57 for Northwestern Mutual Series Fund, Inc. filed on February, 20, 2015
(d)1(a)   Amended and Restated Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC dated April 30, 2012   Exhibit (d)1(i) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012
(d)1(b)   Amended Exhibit A to the Amended and Restated Advisory Agreement between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC dated April 30, 2012, as amended November 15, 2013   Exhibit (d)1(j) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(a)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Fiduciary Management, Inc. (on behalf of the Large Cap Blend Portfolio) dated August 9, 2012   Exhibit (d)2(dd) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012
(d)2(b)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Delaware Management Company (on behalf of the Domestic Equity Portfolio) dated August 9, 2012   Exhibit (d)2(ee) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012

 

C–2

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
(d)2(c)   Assignment and Assumption of Investment Sub-Advisory Agreement between Delaware Management Company and Delaware Investments Fund Advisers (on behalf of the Domestic Equity Portfolio) dated August 8, 2013   Exhibit (d)2(rr) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(d)   Restated Investment Advisory Agreement between Mason Street Advisors, LLC and Delaware Investments Fund Advisers (on behalf of the Domestic Equity Portfolio) dated August 8, 2013   Exhibit (d)2(ss) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(e)   Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc. (on behalf of the Small Cap Value and Equity Income Portfolios) dated November 15, 2012   Exhibit (d)2(ff) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012
(d)2(f)   Amendment to Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc. (on behalf of the Small Cap Value and Equity Income Portfolios) dated November 20, 2014   Exhibit (d)2(f) to Form N-1A Post-Effective Amendment No. 57 for Northwestern Mutual Series Fund, Inc. filed on February, 20, 2015
(d)2(g)   Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Pacific Investment Management Company LLC (on behalf of the Long-Term U.S. Government Bond and Multi-Sector Bond Portfolios) dated November 15, 2012   Exhibit (d)2(gg) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012
(d)2(h)   Amendment to Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Pacific Investment Management Company LLC (on behalf of the Long-Term U.S. Government Bond and Multi-Sector Bond Portfolios) dated January 1, 2015   Exhibit (d)2(h) to Form N-1A Post-Effective Amendment No. 58 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2015
(d)2(i)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Loomis, Sayles & Company, L.P. (on behalf of the Focused Appreciation Portfolio) dated May 13, 2015   Filed herewith
(d)2(j)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Pyramis Global Advisors, LLC (on behalf of the International Growth Portfolio) dated May 13, 2015   Filed herewith

 

C–3

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
(d)2(k)   Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Massachusetts Financial Services Company (on behalf of the Research International Core and Emerging Markets Equity Portfolios) dated May 9, 2013   Exhibit (d)2(ll) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(l)   Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Templeton Investment Counsel, LLC (on behalf of the International Equity Portfolio) dated May 9, 2013   Exhibit (d)2(mm) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(m)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and The Boston Company Asset Management, LLC (on behalf of the Growth Stock Portfolio) dated May 9, 2013   Exhibit (d)2(nn) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(n)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Fayez Sarofim & Co. (on behalf of the Large Cap Core Stock Portfolio) dated May 9, 2013   Exhibit (d)2(oo) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(o)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and William Blair & Company, L.L.C. (on behalf of the Mid Cap Growth Stock Portfolio) dated May 9, 2013   Exhibit (d)2(pp) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(p)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Wellington Management Company, LLP (on behalf of the Small Cap Growth Stock Portfolio) dated May 9, 2013   Exhibit (d)2(qq) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(d)2(q)   Assignment and Assumption of Investment Sub-Advisory Agreement between Wellington Management Company, LLP and Wellington Management Company LLP (on behalf of the Small Cap Growth Stock Portfolio) dated December 31, 2014   Exhibit (d)2(p) to Form N-1A Post-Effective Amendment No. 57 for Northwestern Mutual Series Fund, Inc. filed on February, 20, 2015
(d)2(r)   Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Wellington Management Company LLP (on behalf of the Small Cap Growth Stock Portfolio) dated February 26, 2015   Exhibit (d)2(r) to Form N-1A Post-Effective Amendment No. 58 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2015
(d)2(s)   Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and American Century Investment Management, LLC (on behalf of the Large Company Value, Mid Cap Value and Inflation Protection Portfolios) dated August 8, 2013   Exhibit (d)2(uu) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013

 

C–4

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
(d)2(t)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and BlackRock Advisors, LLC (on behalf of the Money Market Portfolio) dated August 6, 2014   Exhibit (d)2(p) to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(d)2(u)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Wells Capital Management, Inc. (on behalf of the Select Bond Portfolio) dated August 6, 2014   Exhibit (d)2(q) to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(d)2(v)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc. (on behalf of the Short-Term Bond Portfolio) dated August 6, 2014   Exhibit (d)2(r) to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(d)2(w)   Amendment to Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and T. Rowe Price Associates, Inc. (on behalf of the Short-Term Bond Portfolio) dated February 26, 2015   Exhibit (d)2(w) to Form N-1A Post-Effective Amendment No. 58 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2015
(d)2(x)   Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Federated Investment Management Company (on behalf of the High Yield Bond Portfolio) dated August 6, 2014   Exhibit (d)2(s) to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(g)1(a)   Form of Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. (on behalf of the Index 400 Stock Portfolio and the Small Cap Growth Stock Portfolio) and The Chase Manhattan Bank   Exhibit G(8)(a) to Form N-1A Post-Effective Amendment No. 16 for Northwestern Mutual Series Fund, Inc. filed on February 25, 1999
(g)1(b)   Form of amendment to domestic Custodian Agreement between The Chase Manhattan Bank and Northwestern Mutual Series Fund, Inc. (on behalf of the Small Cap Value Portfolio, International Growth Portfolio, Asset Allocation Portfolio and the Domestic Equity Portfolio)   Exhibit G(1) to Form N-1A Post-Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001
(g)1(c)   Amendment No. 1 to Domestic Custody Agreement between JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, and Northwestern Mutual Series Fund, Inc. dated August 6, 2009   Exhibit (g)1(c) to Form N-1A Post-Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010
(g)1(d)   Second Amendment to Domestic Custody Agreement between JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, and Northwestern Mutual Series Fund, Inc. dated June 11, 2010.   Exhibit (g)1(d) to Form N-1A Post-Effective Amendment No. 53 for Northwestern Mutual Series Fund, Inc. filed on February 21, 2014
(g)1(e)   Third Amendment to Domestic Custody Agreement between JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, and Northwestern Mutual   Exhibit (g)1(e) to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014

 

C–5

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
    Series Fund, Inc. (on behalf of Select Bond Portfolio and Balanced Portfolio) dated September 25, 2014    
(g)1(f)   Global Custody Rider to Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. and JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, (on behalf of the Large Company Value Portfolio, Equity Income Portfolio, Mid Cap Value Portfolio, Small Cap Value Portfolio and Inflation Protection Portfolio) effective October 14, 2009   Exhibit (g)1(d) to Form N-1A Post-Effective Amendment No. 38 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2010
(g)1(g)   First Amendment to the Global Custody Rider to Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. and JPMorgan Chase Bank, N.A. dated June 11, 2010   Exhibit (g)1(f) to Form N-1A Post-Effective Amendment No. 53 for Northwestern Mutual Series Fund, Inc. filed on February 21, 2014
(g)1(h)   Fifth Amendment to the Global Custody Rider to Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. and JPMorgan Chase Bank, N.A. dated August 8, 2013   Exhibit (g)1(g) to Form N-1A Post-Effective Amendment No. 53 for Northwestern Mutual Series Fund, Inc. filed on February 21, 2014
(g)1(i)   Sixth Amendment to the Global Custody Rider to Domestic Custody Agreement between Northwestern Mutual Series Fund, Inc. and JPMorgan Chase Bank, N.A. (on behalf of Select Bond Portfolio, Short-Term Bond Portfolio and High Yield Bond Portfolio) dated September 25, 2014   Exhibit (g)1(i) to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(g)2(a)   Foreign Custodian Agreement Between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc., dated March 31, 1997   Exhibit (g)3(a) to Form N-1A Post-Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005
(g)2(b)   Form of amendment to foreign Custodian Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc.   Exhibit G(3) to Form N-1A Post-Effective Amendment No. 20 for Northwestern Mutual Series Fund, Inc. filed on May 17, 2001
(g)2(c)   Amendment to the Custodian Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc., dated May 1, 2003   Exhibit (g)3(c) to Form N-1A Post-Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005
(g)2(d)   Appendix A to the Custodian Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. dated as of October 31, 2014   Exhibit (g)2(d) to Form N-1A Post-Effective Amendment No. 57 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2015

 

C–6

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
(g)2(e)   Foreign Custody Manager Delegation Agreement and Appendix “A” thereto, between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co., dated March 31, 1997   Exhibit (h)3(a) to Form N-1A Post-Effective Amendment No. 26 for Northwestern Mutual Series Fund, Inc. filed on February 18, 2005
(g)2(f)   Form of amendment to Delegation Agreement between Brown Brothers Harriman & Co. and Northwestern Mutual Series Fund, Inc. (on behalf of the Mid Cap Value Portfolio, the Focused Appreciation Portfolio and the Equity Income Portfolio)   Exhibit H(1) to Form N-1A Post-Effective Amendment No. 23 for Northwestern Mutual Series Fund, Inc. filed on February 14, 2003
(g)2(g)   Appendix A to the Foreign Custody Manager Delegation Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. dated as of October 31, 2014   Exhibit (g)2(g) to Form N-1A Post-Effective Amendment No. 57 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2015
(g)2(h)   Class Actions Services Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. dated August 22, 2012   Exhibit (g)3(i) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(g)2(i)   Schedule 1 to the Class Action Services Agreement between Northwestern Mutual Series Fund, Inc. and Brown Brothers Harriman & Co. dated as of October 31, 2014   Exhibit (g)2(i) to Form N-1A Post-Effective Amendment No. 57 for Northwestern Mutual Series Fund, Inc. filed on February 20, 2015
(h)1(a)   License Agreement between Standard & Poor’s Corporation and Northwestern Mutual Series Fund, Inc. (on behalf of the Index 400 Stock Portfolio), dated February 19, 1999   Exhibit H(9) to Form N-1A Post-Effective Amendment No. 16 for Northwestern Mutual Series Fund, Inc. filed on February 25, 1999
(h)1(b)   Form of License Agreement between Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and Northwestern Mutual Series Fund, Inc. (on behalf of the Index 600 Stock Portfolio), dated April 27, 2007   Exhibit (h)1(b) to Form N-1A Post-Effective Amendment No. 31 for Northwestern Mutual Series Fund, Inc. filed on April 27, 2007
(h)2(a)   Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to Certain Portfolios of Northwestern Mutual Series Fund, Inc. dated March 9, 2015   Exhibit (h)2(a) to Form N-1A Post-Effective Amendment No. 58 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2015
(h)2(b)   Agreement to Pay or Reimburse Certain Expenses between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc. dated March 9, 2015   Exhibit (h)2(b) to Form N-1A Post-Effective Amendment No. 58 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2015
(h)2(c)   Amended Agreement to Waive Mason Street Advisors, LLC Investment Advisory Fees Relating to the Money Market Portfolio dated August 18, 2014   Exhibit (h)2(e) to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(i)   Opinion and Consent of Counsel   Filed herewith
(j)   Consent of Independent Registered Public Accounting Firm   Not Applicable to this filing

 

C–7

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
(l)1(a)   Subscription Agreement, dated April 23, 2003   Exhibit L to Form N-1A Post-Effective Amendment No. 24 for Northwestern Mutual Series Fund, Inc. filed on May 1, 2003
(l)1(b)   Subscription Agreement, dated April 25, 2007   Exhibit (l)1(b) to Form N-1A Post-Effective Amendment No. 32 for Northwestern Mutual Series Funds, Inc. filed on April 27, 2007
(p)1   Personal Trading Policy Adopted by Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc. dated February 20, 2014   Exhibit (p)1 to Form N-1A Post-Effective Amendment No. 53 for Northwestern Mutual Series Fund, Inc. filed on February 21, 2014
(p)2   T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and Conduct, effective June 3, 2013   Exhibit (p)1(h) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(p)3   Franklin Templeton Investments Code of Ethics revised May 2012   Exhibit (p)5(h) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013
(p)4   American Century Investments Code of Ethics revised in 2011   Exhibit (p)7(c) to Form N-1A Post-Effective Amendment No. 42 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2011
(p)5   MFS Investment Management Code of Ethics effective September 19, 2014   Exhibit (p)6 to Form N-1A Post-Effective Amendment No. 57 for Northwestern Mutual Series Fund, Inc. filed on February, 20, 2015
(p)6   PIMCO Code of Ethics effective January 2013   Exhibit (p)9(d) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013
(p)7   Delaware Investments Code of Ethics effective January 1, 2013   Exhibit (p)11(b) to Form N-1A Post-Effective Amendment No. 50 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2013
(p)8   Fiduciary Management, Inc. Code of Ethics effective October 31, 2009   Exhibit (p)12(a) to Form N-1A Post-Effective Amendment No. 48 for Northwestern Mutual Series Fund, Inc. filed on December 17, 2012
(p)9(a)   The Bank of New York Mellon Corporation Code of Conduct (parent to The Boston Company Asset Management, LLC) effective March 2012   Exhibit (p)13(a) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(p)9(b)   The Bank of New York Mellon Corporation Personal Securities Trading Policy (parent to The Boston Company Asset Management, LLC) effective May 29, 2012   Exhibit (p)13(b) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(p)10(a)   Fayez Sarofim & Co. Code of Ethics – Supervised Persons effective June 14, 2012   Exhibit (p)14(a) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(p)10(b)   Fayez Sarofim & Co. Code of Ethics – Non-Employees effective March 31, 2012   Exhibit (p)14(b) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013
(p)11   William Blair & Company, L.L.C. Code of Ethics effective February 18, 2010   Exhibit (p)15(a) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013

 

C–8

Exhibit       Description   Filed Herewith/Incorporated Herein By Reference To
(p)12   Wellington Management Company LLP Code of Ethics effective January 1, 2015   Exhibit (p)13 to Form N-1A Post-Effective Amendment No. 57 for Northwestern Mutual Series Fund, Inc. filed on February, 20, 2015
(p)13   BlackRock Advisors, LLC Code of Business Conduct and Ethics effective July 21, 2014   Exhibit (p)14 to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(p)14   BlackRock Advisors, LLC Personal Trading Policy effective October 1, 2014   Exhibit (p)15 to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(p)15   Wells Capital Management, Inc. Joint Code of Ethics and Policy on Personal Securities Transactions and Trading on Insider Information effective April 24, 2014   Exhibit (p)16 to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(p)16   Federated Investment Management Company Code of Business Conduct and Ethics effective July 25, 2013   Exhibit (p)17 to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(p)17   Federated Investment Management Company Code of Ethics for Access Persons effective September 30, 2012   Exhibit (p)18 to Form N-1A Post-Effective Amendment No. 56 for Northwestern Mutual Series Fund, Inc. filed on November 17, 2014
(p)18   Loomis, Sayles & Company, L.P. Code of Ethics as amended June 2, 2015   Filed herewith
(p)19   Loomis, Sayles & Company, L.P. Identifying and Managing Conflicts of Interest Policies and Procedures effective May 2015   Filed herewith
(p)20   Pyramis Global Advisors, LLC Code of Ethics for Personal Investing effective February 17, 2015   Filed herewith
(q)   Power of Attorney   Exhibit (q) to Form N-1A Post-Effective Amendment No. 58 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2015

 

Item 29.

Persons Controlled by or under Common Control with Registrant

Shares of the Registrant have been offered and sold only to The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), a mutual insurance company organized by a special act of the Wisconsin Legislature, and its separate investment accounts created pursuant to Wisconsin insurance laws. The separate investment accounts are registered under the Investment Company Act of 1940 as unit investment trusts, and the purchasers of variable annuity contracts and variable life insurance policies issued in connection with such accounts have the right to instruct Northwestern Mutual with respect to the voting of the Registrant’s shares held by those accounts. Subject to such voting instruction rights, Northwestern Mutual and its separate investment accounts directly control the Registrant. However, the present practice of Northwestern Mutual, as disclosed elsewhere in this Amended Registration Statement, is to vote the shares of the Registrant held as general assets in the same proportions as the shares for which voting instructions are received.

Subsidiaries of Northwestern Mutual when considered in the aggregate as a single subsidiary would not constitute a significant subsidiary. The subsidiaries of Northwestern Mutual, as of April 1, 2015, as well as their jurisdiction of incorporation and Northwestern Mutual’s direct or indirect ownership percentage, are set forth below.

 

C–9

NORTHWESTERN MUTUAL CORPORATE STRUCTURE1

(as of April 1, 2015)

 

Legal Entity Name   Domestic Jurisdiction        Owner %    

Operating Subsidiaries

         

Northwestern Mutual Capital Limited(2)

   United Kingdom    100.00    

Mason Street Advisors, LLC(2)

   Delaware    100.00    

Northwestern Long Term Care Insurance Company(2)

   Wisconsin    100.00    

Northwestern Mutual Investment Management Company, LLC(2)

   Delaware    100.00    

Northwestern Mutual Investment Services, LLC(2)

   Wisconsin    100.00    

Northwestern Mutual Wealth Management Company(2)

   United States    100.00    

All Other Subsidiaries

         

31 Ogden, LLC(2)

   Delaware    100.00    

3412 Exchange, LLC(2)

   Delaware    100.00    

AFE Brentwood Park, LLC(2)

   Delaware    100.00    

Amber, LLC(2)

   Delaware    100.00    

AMLI at Perimeter Gardens, LLC(2)

   Delaware    100.00    

Arbor Lake Village Apartments Limited Liability Company(2)

   Delaware    100.00    

Baraboo, Inc.(2)

   Delaware    100.00    

Bayridge, LLC(2)

   Delaware    100.00    

Bishop Square, LLC(2)

   Delaware    100.00    

Bradford, Inc.(2)

   Delaware    100.00    

Brendan International Sales, Inc.(2)

   U.S. Virgin Islands    100.00    

Burgundy, LLC(2)

   Delaware    100.00    

C – Land Fund, LLC(2)

   Delaware    100.00    

Chateau, LLC(2)

   Delaware    100.00    

Coral, Inc.(2)

   Delaware    100.00    

Cortona Holdings, LLC(2)

   Delaware    100.00    

Crosland Denver Highway 16, LLC(2)

   North Carolina    100.00    

Crosland Greens, LLC(2)

   North Carolina    100.00    

Fairfield West Deer Park LLC(2)

   Delaware    100.00    

Hazel, Inc.(2)

   Delaware    100.00    

Higgins, Inc.(2)

   Delaware    100.00    

Hobby, Inc.(2)

   Delaware    100.00    

Hollenberg 1, Inc.(2)

   Delaware    100.00    

Jacksonville Concourse II, LLC(2)

   Delaware    100.00    

Jacksonville Concourse III, LLC(2)

   Delaware    100.00    

Jacksonville Concourse, LLC(2)

   Delaware    100.00    

Juleen, LLC(2)

   Delaware    100.00    

Justin International FSC, Inc.(2)

   U.S. Virgin Islands    100.00    

Klode, Inc.(2)

   Delaware    100.00    

Kristiana International Sales, Inc.(2)

   U.S. Virgin Islands    100.00    

Logan, Inc.(2)

   Delaware    100.00    

Maroon, Inc.(2)

   Delaware    100.00    

Mason & Marshall, Inc.(2)

   Delaware    100.00    

 

C–10

Legal Entity Name   Domestic Jurisdiction        Owner %    

Millbrook Apartments Associates L.L.C.(2)

   Virginia    100.00    

Mitchell, Inc.(2)

   Delaware    100.00    

Model Portfolios, LLC(2)

   Delaware    100.00    

Nicolet, Inc.(2)

   Delaware    100.00    

NM BSA, LLC(2)

   Delaware    100.00    

NM Cancer Center GP, LLC(2)

   Delaware    100.00    

NM DFW Lewisville, LLC(2)

   Delaware    100.00    

NM GP Holdings, LLC(2)

   Delaware    100.00    

NM Harrisburg, Inc.(2)

   Pennsylvania    100.00    

NM Imperial, LLC(2)

   Delaware    100.00    

NM Investment Holdings, LLC.(2),(3)

   Delaware    100.00    

NM Lion, LLC(2)

   Delaware    100.00    

NM Majestic Holdings, LLC(2)

   Delaware    100.00    

NM Neptune, LLC(2)

   Delaware    100.00    

NM Pebble Valley LLC(2)

   Delaware    100.00    

NM RE Funds, LLC(2)

   Delaware    100.00    

NM Regal, LLC(2)

   Delaware    100.00    

NM Twin Creeks GP, LLC(2)

   Delaware    100.00    

NML Clubs Associated, Inc.(2)

   Wisconsin    100.00    

NML Development Corporation(2)

   Delaware    100.00    

NML Real Estate Holdings, LLC(2)

   Wisconsin    100.00    

NML Securities Holdings, LLC(2)

   Wisconsin    100.00    

NMRM Holdings, LLC(2)

   Delaware    100.00    

North Van Buren, Inc.(2)

   Delaware    100.00    

Northwestern Ellis Company(2)

   Nova Scotia    100.00    

Northwestern Mutual Capital GP II, LLC(2)

   Delaware    100.00    

Northwestern Mutual Capital GP III, LLC(2)

   Delaware    100.00    

Northwestern Mutual Capital GP, LLC(2)

   Delaware    100.00    

Northwestern Mutual Capital Mezzanine Fund II, LP(2)

   Delaware    100.00    

Northwestern Mutual Capital Mezzanine Fund III, LP(2)

   Delaware    100.00    

Northwestern Mutual Capital Strategic Equity Fund II, LP(2)

   Delaware    100.00    

Northwestern Mutual Capital Strategic Equity Fund III, LP(2)

   Delaware    100.00    

Northwestern Mutual MU TLD Registry, LLC(2)

   Delaware    100.00    

Northwestern Mutual Registry, LLC(2)

   Delaware    100.00    

Northwestern Mutual Series Fund, Inc.(4)

   Maryland    100.00    

NorthWoods Phase I, LLC

   Delaware    100.00    

Olive, Inc.(2)

   Delaware    100.00    

Osprey Links Golf Course, LLC(2)

   Delaware    100.00    

Osprey Links, LLC(2)

   Delaware    100.00    

Park Ridge Corporate Center, LLC(2)

   Delaware    100.00    

Piedmont Center, 1-4 LLC(2)

   Delaware    100.00    

Piedmont Center, 15 LLC(2)

   Delaware    100.00    

Plantation Oaks MHC-NM, LLC(2)

   Delaware    100.00    

RE Corp.(2)

   Delaware    100.00    

Regina International Sales, Inc.(2)

   U.S. Virgin Islands    100.00    

Russet, Inc.(2)

   Delaware    100.00    

Scotty, LLC(2)

   Delaware    100.00    

 

C–11

Legal Entity Name   Domestic Jurisdiction        Owner %    

Solar Resources, Inc.(2)

   Wisconsin    100.00    

Stadium and Arena Management, Inc.(2)

   Delaware    100.00    

Tupelo, Inc.(2)

   Delaware    100.00    

Two Con Holdings, LLC(2)

   Delaware    100.00    

Two Con SPE, LLC(2)

   Delaware    100.00    

Two Con, LLC(2)

   Delaware    100.00    

Ventura Lakes MHC-NM, LLC(2)

   Delaware    100.00    

Walden OC, LLC(2)

   Delaware    100.00    

Warren Corporate Center, LLC(2)

   Delaware    100.00    

West Huron Joint Venture(2)

   Washington    100.00    

White Oaks, Inc.(2)

   Delaware    100.00    

Windwood Drive Ann Arbor, LLC(2)

   Delaware    100.00    

 

(1)

Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2014, they did not constitute a significant subsidiary as defined by Regulation S-X. Certain investment partnerships and limited liability companies that hold real estate assets of The Northwestern Mutual Life Insurance Company are not represented.

 

(2)

Subsidiary included in the consolidated financial statements.

 

(3)

Subsidiary files separate financial statements. The Subsidiary is held by Northwestern Mutual through NM Investment Holdings, LLC.

 

(4)

Growth Stock Portfolio, Focused Appreciation Portfolio, Large Cap Core Stock Portfolio, Large Cap Blend Portfolio, Index 500 Stock Portfolio, Large Company Value Portfolio, Domestic Equity Portfolio, Equity Income Portfolio, Mid Cap Growth Stock Portfolio, Index 400 Stock Portfolio, Mid Cap Value Portfolio, Small Cap Growth Stock Portfolio, Index 600 Stock Portfolio, Small Cap Value Portfolio, International Growth Portfolio, Research International Core Portfolio, International Equity Portfolio, Emerging Markets Equity Portfolio, Money Market Portfolio, Short-Term Bond Portfolio, Select Bond Portfolio, Long-Term U.S. Government Bond Portfolio, Inflation Protection Portfolio, High Yield Bond Portfolio, Multi-Sector Bond Portfolio, Balanced Portfolio, Asset Allocation Portfolio.

 

Item 30.

Indemnification

Article IX of Registrant’s by-laws is included as an exhibit to the Registration Statement under the Securities Act of 1933 and the Investment Company Act of 1940. In addition to indemnification pursuant to the Registrant’s by-laws, the Registrant’s directors may in certain circumstances be eligible for indemnification by Northwestern Mutual. Pursuant to action by the Northwestern Mutual trustees, and in accordance with the by-laws of Northwestern Mutual, indemnification by Northwestern Mutual is extended to directors of the Registrant against all reasonable expenses in a successful defense in a proceeding, and liability incurred in a proceeding to which such person was a party because he or she is or was a director of the Registrant. Indemnification is not available if liability was incurred because the director breached or failed to perform a duty owed to Registrant and the breach or failure to perform constituted any of the following: (a) a willful failure to deal fairly with Registrant or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law unless the director had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (c) a transaction in which the director derived an improper personal benefit; or (d) willful misconduct. Determination of rights to such indemnification is pursuant to the procedures set forth in Northwestern

 

C–12

Mutual’s by-laws. The directors are covered under a directors and officers liability insurance policy in the name of the Series Fund. It is in the amount of $25 million ($15 million primary layer and a $10 million secondary layer), with a $500,000 deductible. The cost of the insurance is paid by the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

 

Item 31. Business and Other Connections of Investment Adviser

Mason Street Advisors, LLC (“MSA”), the Registrant’s investment adviser, also provides investment advisory services for Northwestern Mutual and other institutional clients. Several of the directors and officers of MSA also serve as officers of Northwestern Mutual.

Information regarding the business and other connections of each sub-adviser, and its officers and directors is set forth in each sub-adviser’s current Form ADV filed with the Securities and Exchange Commission. The chart below sets forth each sub-adviser and their respective SEC file number.

 

Sub-adviser    SEC Number    

American Century Investment Management, Inc.

    801-8174    

Massachusetts Financial Services Company

    801-17352    

T. Rowe Price Associates, Inc.

    801-856    

Pacific Investment Management Company LLC

    801-48187    

Templeton Investment Counsel, LLC

    801-15125    

Fiduciary Management, Inc.

    801-15146    
Delaware Management Company, a Series of Delaware Management Business Trust    801-32108    

The Boston Company Asset Management, LLC

    801-6829    

Fayez Sarofim & Co.

    801-1725    

William Blair & Company, L.L.C.

    801-688    

Wellington Management Company LLP

    801-15908    

Wells Capital Management, Inc.

    801-64341    

Federated Investment Management Company

    801-34612    

BlackRock Advisors, LLC

    801-47710    

Loomis, Sayles & Company, L.P.

    801-107    

Pyramis Global Advisors, LLC

    801-63658    

 

Item 32. Principal Underwriters

Not applicable.

 

Item 33. Location of Accounts and Records

Pursuant to the investment advisory agreement, MSA, the Registrant’s adviser, provides or arranges with Northwestern Mutual, its affiliate, for the provision of facilities and personnel for maintaining the Registrant’s books and records. Each account, book or other document required to be maintained by Section 31(a) of the 1940 Act and Rules 17 CFR §§ 270-31a-1 to 31a-3 promulgated thereunder, is kept at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, the address of MSA and of Northwestern Mutual, except for records held and maintained by Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110 and J.P. Morgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, relating to their respective functions as custodians.

 

C–13

Item 34. Management Services

Not applicable.

 

Item 35. Undertakings

Not applicable.

 

C–14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Northwestern Mutual Series Fund, Inc., certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, and State of Wisconsin, on the 30th day of July, 2015.

 

   NORTHWESTERN MUTUAL SERIES FUND, INC.
   (Registrant)
   By:   

/s/ KATE M. FLEMING

   
      Kate M. Fleming, President   

Pursuant to the requirements of the Securities Act of 1933, this Amended Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

     

/s/ KATE M. FLEMING

    President and    July 30, 2015
Kate M. Fleming    Principal Executive Officer   

/s/ TODD M. JONES

    Vice President, Chief    July 30, 2015
Todd M. Jones    Financial Officer and Treasurer   

/s/ BARBARA E. COURTNEY

    Controller and    July 30, 2015
Barbara E. Courtney    Chief Accounting Officer   

/s/ MIRIAM M. ALLISON*

    Director    July 30, 2015
Miriam M. Allison      

/s/ ROBERT H. HUFFMAN III*

    Director    July 30, 2015
Robert H. Huffman III      

/s/ MICHAEL G. SMITH*

    Director    July 30, 2015
Michael G. Smith      

/s/ CHRISTY L. BROWN*

    Director    July 30, 2015
Christy L. Brown      

/s/ GAIL L. HANSON*

    Director    July 30, 2015
Gail L. Hanson      

/s/ R. DAVID ELLS

    Director    July 30, 2015
R. David Ells      

 

*By /s/ KATE M. FLEMING

   
  Kate M. Fleming, Attorney in Fact,
  pursuant to the Power of Attorney filed as Exhibit (q) to Form N-1A Post-Effective Amendment No. 58 for Northwestern Mutual Series Fund, Inc. filed on April 30, 2015

 

C–15

EXHIBIT INDEX

 

Exhibit No.       Exhibit

(a)1(o)

  

Certificate of Correction filed with the State of Maryland on July 27, 2015

(d)2(i)

  

Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Loomis, Sayles & Company, L.P. (on behalf of the Focused Appreciation Portfolio) dated May 13, 2015

(d)2(j)

  

Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Pyramis Global Advisors, LLC (on behalf of the International Growth Portfolio) dated May 13, 2015

(i)

  

Opinion and Consent of Counsel

(p)18

  

Loomis, Sayles & Company, L.P. Code of Ethics as amended June 2, 2015

(p)19

  

Loomis, Sayles & Company, L.P. Identifying and Managing Conflicts of Interest Policies and Procedures effective May 2015

(p)20

  

Pyramis Global Advisors, LLC Code of Ethics for Personal Investing effective February 17, 2015

 

C–16