485BPOS 1 d627415d485bpos.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.    72    X
                        AND/OR      
                REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY   
                 ACT OF 1940       X
                                AMENDMENT NO.    73    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 MAY 1, 2018 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. 72 to the Registrant’s Registration Statement on Form N-1A (File No. 2-89971) is being filed to update an exhibit to the Registrant’s Post-Effective Amendment No. 70 to its Registration Statement that was previously filed on April 26, 2018 pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “Securities Act”) (SEC Accession No. 0001193125-18-134718), as supplemented by the Registrant’s filings pursuant to Rule 497(e) under the Securities Act made on July 13, 2018, August 31, 2018 and September 10, 2018. Accordingly, this Post-Effective Amendment No. 72 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A, setting forth the exhibit to the Registration Statement. This Post-Effective Amendment No. 72 does not modify any other part of the Registrant’s Post-Effective Amendment No. 70 to its Registration Statement. This Post-Effective Amendment No. 72 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registrant’s Post-Effective Amendment No. 70 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)    Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with the State of Maryland on April 1, 2016    Exhibit (a)1(o) to Form N-1A Post-Effective Amendment No. 62 for Northwestern Mutual Series Fund, Inc. filed on April 29, 2016
(a)1(p)    Certificate of Correction filed with the State of Maryland on July 27, 2015    Exhibit (a)1(o) to Form N-1A Post-Effective Amendment No. 60 for Northwestern Mutual Series Fund, Inc. filed on July 30, 2015
(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
(b)1(f)    Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated November 19, 2015    Exhibit (b)1(f) to Form N-1A Post-Effective Amendment No. 61 for Northwestern Mutual Series Fund, Inc. filed on February 19, 2016
(b)1(g)    Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated August 16, 2016    Exhibit (b)1(g) to Form N-1A Post-Effective Amendment No. 64 for Northwestern Mutual Series Fund, Inc. filed on December 22, 2016
(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,    Exhibit (d)1(j) to Form N-1A Post-Effective Amendment No. 52 for Northwestern Mutual Series Fund, Inc. filed on December 16, 2013

 

C–2

Exhibit    Description    Filed Herewith/Incorporated Herein By Reference To
     2012, as amended November 15, 2013     
(d)2(a)    Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Fiduciary Management, Inc. (on behalf of the Large Cap Blend Portfolio) dated May 10, 2017    Exhibit (d)2(a) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(b)    Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Delaware Investments Fund Advisers (on behalf of the Domestic Equity Portfolio) dated August 15, 2017    Exhibit (d)2(b) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(c)    Third 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, Equity Income and Short-Term Bond Portfolio) dated November 30, 2016    Exhibit (d)2(c) to Form N-1A Post-Effective Amendment No. 64 for Northwestern Mutual Series Fund, Inc. filed on December 22, 2016
(d)2(d)    Second 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 30, 2016    Exhibit (d)2(d) to Form N-1A Post-Effective Amendment No. 64 for Northwestern Mutual Series Fund, Inc. filed on December 22, 2016
(d)2(e)    Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Loomis, Sayles & Company, L.P. (on behalf of the Focused Appreciation Portfolio) dated August 15, 2017    Exhibit (d)2(e) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(f)    Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and FIAM LLC (on behalf of the International Growth Portfolio) dated May 10, 2017    Exhibit (d)2(f) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(g)    Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Massachusetts Financial Services Company (on behalf of the Research International Core Portfolio) dated May 10, 2017    Exhibit (d)2(g) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(h)    Third 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 10, 2017    Exhibit (d)2(h) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(i)    Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and BNY Mellon Asset    Exhibit (d)2(i) to Form N-1A Post-Effective Amendment No. 70 for Northwestern Mutual Series Fund, Inc. filed on April 26, 2018

 

C–3

Exhibit    Description    Filed Herewith/Incorporated Herein By Reference To
     Management North America Corporation (on behalf of the Growth Stock Portfolio) dated February 21, 2018     
(d)2(j)(1)    Amended and 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 22, 2017    Exhibit (d)2(l)(2) to Form N-1A Post-Effective Amendment No. 66 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2017
(d)2(j)(2)    Amendment to Amended and 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 21, 2018    Exhibit (d)2(j)(2) to Form N-1A Post-Effective Amendment No. 70 for Northwestern Mutual Series Fund, Inc. filed on April 26, 2018
(d)2(j)(3)    Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Wellington Management Company LLP (on behalf of the Mid Cap Growth Stock Portfolio) dated August 15, 2017    Exhibit (d)2(j)(2) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(j)(4)    Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Wellington Management Company LLP (on behalf of the Large Cap Core Stock Portfolio) dated August 15, 2017    Exhibit (d)2(j)(3) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(k)(1)    Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and American Century Investment Management, Inc. (on behalf of the Large Company Value, Mid Cap Value and Inflation Protection Portfolios) dated August 15, 2017    Exhibit (d)2(k) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(d)2(k)(2)    Amendment to Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and American Century Investment Management, Inc. (on behalf of the Large Company Value, Mid Cap Value and Inflation Protection Portfolios) dated June 6, 2018    Filed herewith
(d)2(l)(1)    Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and BlackRock Advisors, LLC (on behalf of the Government Money Market Portfolio) dated November 30, 2016    Exhibit (d)2(n) to Form N-1A Post-Effective Amendment No. 64 for Northwestern Mutual Series Fund, Inc. filed on December 22, 2016
(d)2(l)(2)    Amendment to Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and BlackRock Advisors, LLC (on behalf of the Government    Exhibit (d)2(l)(2) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018

 

C–4

Exhibit    Description    Filed Herewith/Incorporated Herein By Reference To
     Money Market Portfolio) dated November 17, 2017     
(d)2(m)    Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Wells Capital Management, Inc. (on behalf of the Select Bond Portfolio) dated November 30, 2016    Exhibit (d)2(o) to Form N-1A Post-Effective Amendment No. 64 for Northwestern Mutual Series Fund, Inc. filed on December 22, 2016
(d)2(n)    Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Aberdeen Asset Managers Limited (on behalf of the Emerging Markets Equity Portfolio) dated November 30, 2016    Exhibit (d)2(p) to Form N-1A Post-Effective Amendment No. 65 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2017
(d)2(o)    Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and Federated Investment Management Company (on behalf of the High Yield Bond Portfolio) dated August 15, 2017    Exhibit (d)2(o) to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(g)1    Custody Agreement between Northwestern Mutual Series Fund, Inc. and State Street Bank and Trust Company dated August 14, 2017    Exhibit (g)1 to Form N-1A Post-Effective Amendment No. 68 for Northwestern Mutual Series Fund, Inc. filed on January 19, 2018
(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 6, 2018    Exhibit (h)2(a) to Form N-1A Post-Effective Amendment No. 70 for Northwestern Mutual Series Fund, Inc. filed on April 26, 2018
(h)2(b)    Agreement to Pay or Reimburse Certain Expenses between Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc. dated March 6, 2018    Exhibit (h)2(b) to Form N-1A Post-Effective Amendment No. 70 for Northwestern Mutual Series Fund, Inc. filed on April 26, 2018
(i)    Opinion and Consent of Counsel    Exhibit (i) to Form N-1A Post-Effective Amendment No. 70 for Northwestern Mutual Series Fund, Inc. filed on April 26, 2018
(j)    Consent of Independent Registered Public Accounting Firm    Exhibit (j) to Form N-1A Post-Effective Amendment No. 70 for Northwestern Mutual Series Fund, Inc. filed on April 26, 2018
(p)1    Personal Trading Policy Adopted by Mason Street Advisors, LLC and Northwestern Mutual Series Fund, Inc. dated June 30, 2015    Exhibit (p)1 to Form N-1A Post-Effective Amendment No. 61 for Northwestern Mutual Series Fund, Inc. filed on February 19, 2016
(p)2    T. Rowe Price Group, Inc. and Its Affiliates    Exhibit (p)1(h) to Form N-1A Post-Effective Amendment

 

C–5

Exhibit    Description    Filed Herewith/Incorporated Herein By Reference To
     Code of Ethics and Conduct, effective June 3, 2013    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 Policy effective October 31, 2016    Exhibit (p)5 to Form N-1A Post-Effective Amendment No. 66 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2017
(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 BNY Mellon Asset Management North America Corporation) 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 BNY Mellon Asset Management North America Corporation) 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    Wellington Management Company LLP Code of Ethics effective April 30, 2017    Exhibit (p)10 to Form N-1A Post-Effective Amendment No. 69 for Northwestern Mutual Series Fund, Inc. filed on February 22, 2018
(p)11    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)12    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)13    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)14    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)15    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

 

C–6

Exhibit    Description    Filed Herewith/Incorporated Herein By Reference To
(p)16    Loomis, Sayles & Company, L.P. Code of Ethics as amended June 2, 2015    Exhibit (p)18 to Form N-1A Post-Effective Amendment No. 60 for Northwestern Mutual Series Fund, Inc. filed on July 30, 2015
(p)17    Loomis, Sayles & Company, L.P. Identifying and Managing Conflicts of Interest Policies and Procedures effective May 2015    Exhibit (p)19 to Form N-1A Post-Effective Amendment No. 60 for Northwestern Mutual Series Fund, Inc. filed on July 30, 2015
(p)18    FIAM LLC Code of Ethics for Personal Investing effective February 21, 2017    Exhibit (p)20 to Form N-1A Post-Effective Amendment No. 66 for Northwestern Mutual Series Fund, Inc. filed on April 28, 2017
(p)19    Aberdeen Asset Managers Limited Code of Ethics Policy effective May 1, 2016    Exhibit (p)21 to Form N-1A Post-Effective Amendment No. 65 for Northwestern Mutual Series Fund, Inc. filed on February 23, 2017
(q)    Power of Attorney    Exhibit (q) to Form N-1A Post-Effective Amendment No. 70 for Northwestern Mutual Series Fund, Inc. filed on April 26, 2018

 

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 (either directly or indirectly) 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 (either directly or indirectly through one or more of the Registrant’s investment portfolios operating as an affiliated fund of funds) control the Registrant. However, the present practice of Northwestern Mutual, as disclosed elsewhere in this Amended Registration Statement, is to vote any shares of the Registrant that are held as general assets in the same proportions as the shares for which voting instructions are received. Additionally, shares of the Registrant held by its investment portfolios operating as an affiliated fund of funds are also voted in the same proportion as the shares for which Northwestern Mutual receives voting instructions.

The subsidiaries of Northwestern Mutual, as of April 1, 2018, as well as their jurisdiction of incorporation and Northwestern Mutual’s direct or indirect ownership percentage, are set forth below.

NORTHWESTERN MUTUAL CORPORATE STRUCTURE1

(as of April 1, 2018)

 

Legal Entity Name   Domestic
Jurisdiction		   Owner(s)    Owner %

Operating Subsidiaries

             

LearnVest Inc. (2)

   Delaware   NM Planning, LLC    100.00

LearnVest Planning Services, LLC (2)

   Delaware   LearnVest, Inc.    100.00

Northwestern Mutual Capital Limited (2)

   United Kingdom   The Northwestern Mutual Life Insurance Company    100.00

 

C–7

 

Legal Entity Name   Domestic
Jurisdiction		   Owner(s)    Owner %

Mason Street Advisors, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Northwestern Long Term Care Insurance Company (2)

   Wisconsin   The Northwestern Mutual Life Insurance Company    100.00

Northwestern Mutual Investment Management Company, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Northwestern Mutual Investment Services, LLC (2)

   Wisconsin   The Northwestern Mutual Life Insurance Company    100.00

Northwestern Mutual Wealth Management Company (2)

   United States   The Northwestern Mutual Life Insurance Company    100.00

All Other Subsidiaries

             

1838938 Alberta Ltd. (2)

   Canada   The Northwestern Mutual Life Insurance Company    100.00

31 Ogden, LLC (2)

   Delaware   Juleen, LLC    100.00

3412 Exchange, LLC (2)

   Delaware   NM Imperial, LLC    100.00

777 North Van Buren Apartments, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

777 North Van Buren Condominium Association, Inc. (2)

   Wisconsin   The Northwestern Mutual Life Insurance Company    100.00

777 North Van Buren Parking, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

777 North Van Buren Retail, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

AFE Brentwood Park, LLC (2)

   Delaware   Cortona Holdings, LLC    100.00

Amber, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

AMLI at Perimeter Gardens, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Artisan Garden Apartments, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Baraboo, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Bayridge, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

Bishop Square, LLC (2)

   Delaware   NM BSA, LLC    100.00

Bradford II SPE, LLC (2)

   Delaware   C – Land Fund, LLC    100.00

 

C–8

Legal Entity Name   Domestic
Jurisdiction		   Owner(s)    Owner %

Bradford, Inc. (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Bradford Master Association Inc. (2)

   North Carolina   C – Land Fund, LLC    100.00

Burgundy, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

Chateau, LLC (2)

   Delaware   NML Securities Holdings, LLC    100.00

Chelsea Ventures, LLC (2)

   Maryland   The Northwestern Mutual Life Insurance Company    100.00

C – Land Fund, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

Coral, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Cortona Holdings, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

Crosland Greens, LLC (2)

   North Carolina   C – Land Fund, LLC    100.00

CWS Lemmon Resources, LP (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Dortmund, LLC (2)

   Delaware   NML Securities Holdings, LLC    100.00

FB #2, LLC (2)

   Maryland   Chelsea Ventures, LLC    100.00

GRO, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

GRO-SUB, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Hamptons PBG, L.P. (2)

   Delaware   The Northwestern Mutual Life Insurance Company    90.00
  NWM ZOM GP, LLC    10.00

Hazel, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Higgins, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Hobby, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Hollenberg 1, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Juleen, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Klode, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

 

C–9

Legal Entity Name   Domestic
Jurisdiction		   Owner(s)    Owner %

Kristiana International Sales, Inc. (2)

   U.S. Virgin Islands   Hobby, Inc.    100.00

Logan, Inc. (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

Maroon, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Mason & Marshall, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

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

   Virginia   NM Imperial, LLC    100.00

Model Portfolios, LLC (2)

   Delaware   NML Securities Holdings, LLC    100.00

Nicolet, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

NM BSA, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

NM Cancer Center GP, LLC (2)

   Delaware   NM Imperial, LLC    100.00

NM Career Distribution Holdings, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM DFW Lewisville, LLC (2)

   Delaware   NM Majestic Holdings, LLC    100.00

NM Gen, LLC (2)

   Delaware   NML Securities Holdings, LLC    100.00

NM GP Holdings, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM Green, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

NM Harrisburg, Inc. (2)

   Pennsylvania   Bradford, Inc.    100.00

NM Imperial, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

NM Investment Holdings, LLC. (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM Lion, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

NM Majestic Holdings, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

NM Neptune, LLC (2)

   Delaware   NM Regal, LLC    100.00

NM Pebble Valley LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM Planning, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM RE Funds, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

NM Regal, LLC (2)

   Delaware   NML Securities Holdings, LLC    100.00

NM Twin Creeks GP, LLC (2)

   Delaware   NM Imperial, LLC    100.00

 

C–10

Legal Entity Name   Domestic
Jurisdiction		   Owner(s)    Owner %

NM-Hemlock, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM-Morristown, LLC (2)

   Delaware   NM Career Distribution Holdings, LLC    100.00

NM-Pulse, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM-SAS, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM-Skye, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NM-West Hartford, LLC (2)

   Delaware   NM Career Distribution Holdings, LLC    100.00

NML Development Corporation (2)

   Delaware   NML Securities Holdings, LLC    100.00

NML Real Estate Holdings, LLC (2)

   Wisconsin   The Northwestern Mutual Life Insurance Company    100.00

NML Securities Holdings, LLC (2)

   Wisconsin   The Northwestern Mutual Life Insurance Company    100.00

NMLSP1, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

NMRM Holdings, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

North Van Buren, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Northwestern Broadway Plaza, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Northwestern Ellis Company (2)

   Nova Scotia   Coral, Inc.    100.00

Northwestern Mutual Capital GP II, LLC (2)

   Delaware   NM GP Holdings, LLC    100.00

Northwestern Mutual Capital GP III, LLC (2)

   Delaware   NM GP Holdings, LLC    100.00

Northwestern Mutual Capital GP IV, LLC (2)

   Delaware   NM GP Holdings, LLC    100.00

Northwestern Mutual Capital GP, LLC (2)

   Delaware   NM GP Holdings, LLC    100.00

Northwestern Mutual Capital Mezzanine Fund II, LP (2)

   Delaware   Northwestern Mutual Capital GP II, LLC    100.00

Northwestern Mutual Capital Mezzanine Fund III, LP (2)

   Delaware   Northwestern Mutual Capital GP III, LLC    100.00

 

C–11

Legal Entity Name   Domestic
Jurisdiction		   Owner(s)    Owner %

Northwestern Mutual Capital Mezzanine Fund IV, LP (2)

   Delaware   Northwestern Mutual Capital GP IV, LLC    100.00

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

   Delaware   Northwestern Mutual Capital GP II LLC    100.00

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

   Delaware   Northwestern Mutual Capital GP III LLC    100.00

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

   Delaware   Northwestern Mutual Capital GP IV, LLC    100.00

Northwestern Mutual Life Clubs Associated, Inc. (2)

   Wisconsin   The Northwestern Mutual Life Insurance Company    100.00

Northwestern Mutual MU TLD Registry, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Northwestern Mutual Registry, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Northwestern Mutual Series Fund, Inc. (3)

   Maryland   The Northwestern Mutual Life Insurance Company    100.00

NorthWoods Phase I, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

NWM ZOM GP, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Osprey Links Golf Course, LLC (2)

   Delaware   Osprey Links, LLC    100.00

Osprey Links, LLC (2)

   Delaware   NM Imperial, LLC    99.00
  RE Corp    1.0

Piedmont Center, 1-4 LLC (2)

   Delaware   NM Imperial, LLC    100.00

Piedmont Center, 15 LLC (2)

   Delaware   NM Imperial LLC    100.00

Plantation Oaks MHC-NM, LLC (2)

   Delaware   NM Imperial, LLC    100.00

RE Corp. (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

Regina International Sales, Inc. (2)

   U.S. Virgin Islands   Hobby, Inc.    100.00

Ruhl Financial Group, LLC (2)

   Delaware   NM Career Distribution Holdings, LLC    100.00

Russet, Inc. (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

Scotty, LLC (2)

   Delaware   Hobby, Inc.    5.85
  Maroon, Inc.    62.11
  North Van Buren, Inc.    4.64
  Stadium and Arena Management, Inc.    27.40

 

C–12

Legal Entity Name   Domestic
Jurisdiction		   Owner(s)    Owner %

Stadium and Arena Management, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Tapestry Condominium Owners Association, Inc. (2)

   Tennessee   The Northwestern Mutual Life Insurance Company    100.00

Trade Street Associates I, LLC (2)

   Delaware   The Northwestern Mutual Life Insurance Company    100.00

Tupelo, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

Two Con Holdings, LLC (2)

   Delaware   Bishop Square, LLC    100.00

Two Con SPE, LLC (2)

   Delaware   Two Con Holdings, LLC    100.00

Two Con, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

Ventura Lakes MHC-NM, LLC (2)

   Delaware   NM Imperial, LLC    100.00

Walden OC, LLC (2)

   Delaware   NML Real Estate Holdings, LLC    100.00

West Huron Joint Venture (2)

   Washington   NM Imperial, LLC    99.00
  Burgundy, LLC    1.0

White Oaks, Inc. (2)

   Delaware   NML Securities Holdings, LLC    100.00

WVB Insurance Services, LLC (2)

   Delaware   LearnVest Inc.    100.00

 

  (1)

Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2017, 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)

Northwestern Mutual Series Fund, Inc. consists of 27 series of capital stock, each a separate investment portfolio (the “Portfolios”). The Portfolios consist of : 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, Government 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

 

C–13

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 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 Investments Fund Advisers, a Series of Macquarie Investment Management Business Trust

   801-32108

BNY Mellon Asset Management North America Corporation

   801-19785

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.

   801-170

FIAM LLC

   801-63658

Aberdeen Asset Managers Limited

   801-75074

 

Item 32.

Principal Underwriters

Not applicable.

 

C–14

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 State Street Bank and Trust Company, 1 Iron Street, Boston, MA, 02110, relating to its function as custodian.

 

Item 34.

Management Services

Not applicable.

 

Item 35.

Undertakings

Not applicable.

 

C–15

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 19th day of September, 2018.

 

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    September 19, 2018
Kate M. Fleming       Principal Executive Officer   

/s/ TODD M. JONES

       Vice President, Chief    September 19, 2018
Todd M. Jones       Financial Officer and Treasurer   

/s/ BARBARA E. COURTNEY

       Controller and    September 19, 2018
Barbara E. Courtney       Chief Accounting Officer   

/s/ MIRIAM M. ALLISON*

       Director    September 19, 2018
Miriam M. Allison         

/s/ CHRISTY L. BROWN*

       Director    September 19, 2018
Christy L. Brown         

/s/ WILLIAM J. GERBER*

       Director    September 19, 2018
William J. Gerber         

/s/ GAIL L. HANSON*

       Director    September 19, 2018
Gail L. Hanson         

/s/ ROBERT H. HUFFMAN III*

       Director    September 19, 2018
Robert H. Huffman III         

/s/ DAVID RIBBENS*

       Director    September 19, 2018
David Ribbens         

/s/ DONALD M. ULLMANN*

       Director    September 19, 2018
Donald M. Ullmann         

/s/ RONALD P. JOELSON

       Director    September 19, 2018
Ronald P. Joelson         

 

*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. 70 for Northwestern Mutual Series Fund, Inc. filed on April 26, 2018

 

C–16

EXHIBIT INDEX

 

Exhibit No.        Exhibit
(d)2(k)(2)   

Amendment to Second Amended and Restated Investment Sub-Advisory Agreement between Mason Street Advisors, LLC and American Century Investment Management, Inc. (on behalf of the Large Company Value, Mid Cap Value and Inflation Protection Portfolios) dated June 6, 2018

 

C–17