Form 485BPOS NORTHWESTERN MUTUAL SERI
REGISTRATION NOs.
2-89971
811-3990
811-3990
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. 94 |
/ X / |
| and/or |
|
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
/ X / |
| Amendment No. 95 |
/ 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)
(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)
DAVID KENNEDY, SECRETARY
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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)(1) |
| [ ] |
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. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 94 to the Registrant’s Registration Statement on Form N-1A (File No. 2-89971) incorporates by reference Parts A and B of the Registrant’s Post-Effective Amendment No. 93 to its Registration Statement, filed
on April 25, 2025. The sole purpose of this Post-Effective Amendment No. 94 is to file exhibits. Accordingly, this Post-Effective Amendment No. 94 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A.
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 |
|
| (a)1(b) |
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on May 3, 1993
|
|
| (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 |
|
| (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 |
|
| (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 |
|
| (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 |
|
| (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 |
|
| (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 |
|
| (a)1(i) |
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on April 25, 2007
|
|
| (a)1(j) |
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on April 7, 2008
|
|
| (a)1(k) |
Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on December 22,
2010 |
C-1
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| (a)1(l) |
Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on May 15, 2013
|
|
| (a)1(m) |
Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on December 5,
2013 |
|
| (a)1(n) |
Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on March 10, 2015
|
|
| (a)1(o) |
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on April 1, 2016
|
|
| (a)1(p) |
Certificate of Correction filed with the State of Maryland on July 27,
2015 |
|
| (a)1(q) |
Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on December 26,
2024 |
|
| (a)1(r) |
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on June 9, 2025
|
|
| (a)1(s) |
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on August 19,
2025 |
|
| (b)1(a) |
Amended and Restated By-Laws of Northwestern Mutual Series Fund, Inc.
adopted on August 5, 2004 |
|
| (b)1(b) |
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
May 4, 2006 |
|
| (b)1(c) |
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
August 6, 2008 |
|
| (b)1(d) |
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
November 16, 2011 |
|
| (b)1(e) |
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
December 31, 2014 |
C-2
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| (b)1(f) |
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
November 19, 2015 |
|
| (b)1(g) |
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
August 16, 2016 |
|
| (b)1(h) |
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
November 28, 2018 |
|
| (b)1(i) |
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
June 5, 2019 |
|
| (d)1(a) |
Amended and Restated Advisory Agreement between Northwestern Mutual
Series Fund, Inc. and Mason Street Advisors, LLC dated
April 30, 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 May
1, 2025 |
|
| (d)2(a) |
Investment Sub-Advisory Agreement between Mason Street Advisors, LLC
and Putnam Investment Management, LLC (on behalf of the
Domestic Equity Portfolio) dated June 5,
2025 |
|
| (d)2(b) |
Investment Sub-Advisory Agreement between Mason Street Advisors, LLC
and J.P. Morgan Investment Management, Inc. (on behalf of
the Mid Cap Growth Stock Portfolio) dated October 28,
2024 |
|
| (d)2(c)(1) |
Investment Sub-Advisory Agreement between Mason Street Advisors, LLC
and J.P. Morgan Investment Management, Inc. (on behalf of
the Large Cap Blend Portfolio) dated July 31,
2023 |
|
| (d)2(c)(2) |
Amendment to Investment Sub-Advisory Agreement between Mason Street
Advisors, LLC and J.P. Morgan Investment Management, Inc.
(on behalf of the Large Cap Blend Portfolio) dated August
29, 2024 |
|
| (d)2(d)(1) |
Sixth Amended and Restated Investment Sub-Advisory Agreement between
Mason Street Advisors, LLC and T. Rowe Price Associates,
Inc. (on behalf of the Short-Term Bond, Equity Income,
and Growth Stock Portfolios) dated November 30,
2022 |
|
| (d)2(d)(2) |
Amendment to Sixth Amended and Restated Investment Sub-Advisory
Agreement between Mason Street Advisors, LLC and T. Rowe
Price Associates, Inc. (on behalf of the Growth Stock
Portfolio) dated February 28, 2023 |
C-3
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| (d)2(e)(1) |
Fourth 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, 2022 |
|
| (d)2(e)(2) |
Amendment to Fourth Amended and Restated Investment Sub-Advisory
Agreement between Mason Street Advisors, LLC and Pacific
Investment Management Company LLC (on behalf of the
Multi-Sector Bond Portfolio) dated January 1,
2024 |
|
| (d)2(f) |
Third 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 September 7, 2023 |
|
| (d)2(g)(1) |
Third Amended and Restated Investment Sub-Advisory Agreement between
Mason Street Advisors, LLC and FIAM LLC (on behalf of the
International Growth Portfolio) dated May 31,
2023 |
|
| (d)2(g)(2) |
Amendment to Third Amended and Restated Investment Sub-Advisory
Agreement between Mason Street Advisors, LLC and FIAM LLC
(on behalf of the International Growth Portfolio) dated
June 6, 2024 |
|
| (d)2(h)(1) |
Fourth 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 31,
2023 |
|
| (d)2(h)(2) |
Amendment to Fourth 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 August
29, 2024 |
|
| (d)2(i) |
Amended and Restated Investment Sub-Advisory Agreement between
Mason Street Advisors, LLC and Dodge & Cox (on behalf
of International Equity Portfolio) dated May 31,
2023 |
|
| (d)2(j)(1) |
Third 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,
Large Cap Core Stock and Mid Cap Growth Stock Portfolios)
dated February 28, 2023 |
|
| (d)2(j)(2) |
Amendment to the Third 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 and Large Cap Core Stock Portfolios)
dated February 29, 2024 |
|
| (d)2(k) |
Fourth 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 September 7, 2023 |
|
| (d)2(l)(1) |
Third 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, 2022 |
C-4
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| (d)2(l)(2) |
Amendment to the Third 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,
2023 |
|
| (d)2(l)(3) |
Amended and Restated Investment Sub-Advisory Agreement between
Mason Street Advisors, LLC and BlackRock Advisors, LLC
(on behalf of the Index 500 Stock Portfolio) dated
November 30, 2022 |
|
| (d)2(m)(1) |
Amended and Restated Sub-Advisory Agreement between Mason Street
Advisors, LLC and Allspring Global Investments, LLC (on
behalf of the Select Bond Portfolio) dated November 30,
2022 |
|
| (d)2(m)(2) |
Amendment to the Amended and Restated Sub-Advisory Agreement
between Mason Street Advisors, LLC and Allspring Global
Investments, LLC (on behalf of the Select Bond Portfolio)
dated November 30, 2023 |
|
| (d)2(n)(1) |
Second Amended and Restated Investment Sub-Advisory Agreement
between Mason Street Advisors, LLC and abrdn Investments
Limited (on behalf of the Emerging Markets Equity
Portfolio) dated May 31, 2023 |
|
| (d)2(n)(2) |
Amendment to the Second Amended and Restated Investment
Sub- Advisory Agreement between Mason Street Advisors, LLC
and abrdn Investments Limited (on behalf of the Emerging
Markets Equity Portfolio) dated June 5, 2025
|
|
| (d)2(o)(1) |
Third 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 September 7, 2023 |
|
| (d)2(o)(2) |
Amendment to the Third 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 28,
2025 |
|
| (d)2(p)(1) |
Amended and Restated Investment Sub-Advisory Agreement between
Mason Street Advisors, LLC and Northern Trust
Investments, Inc. (on behalf of the Index 400 Stock
Portfolio) dated February 28, 2023 |
|
| (d)2(p)(2) |
Amendment to the Amended and Restated Investment Sub-Advisory
Agreement between Mason Street Advisors, LLC and Northern
Trust Investments, Inc. (on behalf of the Index 400 Stock
Portfolio) dated February 29, 2024 |
|
| (d)2(p)(3) |
Amended and Restated Investment Sub-Advisory Agreement between
Mason Street Advisors, LLC and Northern Trust
Investments, Inc. (on behalf of the Index 600 Stock
Portfolio) dated February 28, 2023 |
|
| (d)2(p)(4) |
Amendment to the Amended and Restated Investment Sub-Advisory
Agreement between Mason Street Advisors, LLC and Northern
Trust Investments, Inc. (on behalf of the Index 600 Stock
Portfolio) dated February 29, 2024 |
C-5
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| (d)2(q)(1) |
Amended and Restated Investment Sub-Advisory Agreement between
Mason Street Advisors, LLC and T. Rowe Price Investment
Management, Inc. (on behalf of the Small Cap Value
Portfolio) dated November 30, 2022 |
|
| (d)2(q)(2) |
Amendment to the Amended and Restated Investment Sub-Advisory
Agreement between Mason Street Advisors, LLC and T. Rowe
Price Investment Management, Inc. (on behalf of the Small
Cap Value Portfolio) dated December 12, 2024
|
|
| (g)1 |
Custodian Agreement between Northwestern Mutual Series Fund, Inc. and
State Street Bank and Trust Company dated August 14,
2017 |
|
| (g)2 |
Amendment to the Custodian Agreement between Northwestern Mutual
Series Fund, Inc. and State Street Bank and Trust Company
dated January 18, 2024 |
|
| (g)3 |
Amendment to the Custodian Agreement between Northwestern Mutual
Series Fund, Inc. and the State Street Bank and Trust
Company dated April 17, 2025 |
|
| (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 |
|
| (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 |
|
| (h)2(a)(1) |
Agreement to Waive Mason Street Advisors, LLC Investment Advisory
Fees Relating to Certain Portfolios of Northwestern
Mutual Series Fund, Inc. dated February 28,
2025 |
|
| (h)2(a)(2) |
Amendment to the Agreement to Waive Mason Street Advisors, LLC
Investment Advisory Fees Relating to Certain Portfolios
of Northwestern Mutual Series Fund, Inc. dated July 28,
2025 |
|
| (h)2(b) |
Agreement to Pay or Reimburse Certain Expenses between Mason Street
Advisors, LLC and Northwestern Mutual Series Fund, Inc.
dated February 28, 2025 |
|
| (h)3 |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and BlackRock ETF Trust, BlackRock ETF Trust
II, iShares Trust, iShares, Inc., and iShares U.S. ETF
Trust dated January 19, 2022, as amended July 1,
2025 |
|
| (h)4(a) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and J.P. Morgan Exchange-Traded Fund Trust
dated January 19, 2022 |
|
| (h)4(b) |
Amendment to Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and J.P. Morgan Exchange-Traded
Fund Trust dated June 20, 2025 |
C-6
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| (h)5(a) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and PIMCO ETF Trust and PIMCO Equity Series
dated January 19, 2022 |
|
| (h)5(b) |
Amendment to Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and PIMCO ETF Trust and PIMCO
Equity Series dated June 23, 2025 |
|
| (h)6(a) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and State Street Global Advisors Trust Company
(SPDR S&P 500 ETF Trust and SPDR Dow Jones Industrial
Average ETF Trust) dated January 19, 2022
|
|
| (h)6(b) |
Amendment to Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and State Street Global Advisors
Trust Company (SPDR S&P 500 ETF Trust and SPDR Dow
Jones Industrial Average ETF Trust) dated June 9,
2025 |
|
| (h)7(a) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and The Select Sector SPDR Trust dated January
19, 2022 |
|
| (h)7(b) |
Amendment to Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and The Select Sector SPDR Trust
dated June 9, 2025 |
|
| (h)8(a) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and SPDR Series Trust, SPDR Index Shares
Funds, and SSGA Active Trust dated January 19,
2022 |
|
| (h)8(b) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and SPDR Series Trust, SPDR Index Shares
Funds, and SSGA Active Trust dated June 9,
2025 |
|
| (h)9 |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and Vanguard Funds dated January 19,
2022 |
|
| (h)10(a) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and Schwab Strategic Trust dated April 17,
2024 |
|
| (h)10(b) |
Amendment to Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and Schwab Strategic Trust dated
July 1, 2025 |
|
| (h)11 |
Amended and Restated Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and abrdn ETFs
dated June 20, 2025 |
|
| (h)12(a) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and Invesco Exchange-Traded Fund Trust,
Invesco Exchange- Traded Fund Trust II, Invesco India
Exchange-Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Commodity Fund Trust, and Invesco Actively Managed
Exchange-Traded Self-Indexed Fund Trust dated February 5,
2025 |
C-7
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| (h)12(b) |
Amendment to Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and Invesco Exchange-Traded Fund
Trust, Invesco Exchange-Traded Fund Trust II, Invesco
India Exchange- Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Commodity Fund Trust, and Invesco
Actively Managed Exchange-Traded Self-Indexed Fund Trust
dated June 26, 2025 |
|
| (i) |
Opinion and Consent of Counsel |
|
| (j) |
Consent of Independent Registered Public Accounting Firm |
|
| (p)1 |
Personal Trading Policy Adopted by Mason Street Advisors, LLC,
Northwestern Mutual Series Fund, Inc. and Northwestern
Mutual Investment Management Company, LLC dated June 5,
2023 |
|
| (p)2 |
T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and
Conduct, effective June 3, 2013 (applicable to T. Rowe
Price Associates, Inc.) |
|
| (p)3 |
American Century Investments Code of Ethics revised in January 1,
2025 |
|
| (p)4 |
MFS (Massachusetts Financial Services Company) Code of Ethics Policy
effective December 29, 2023 |
|
| (p)5 |
PIMCO Code of Ethics effective January 2025 |
|
| (p)6 |
Putnam Investment Management, LLC Code of Ethics effective
September 9, 2024 |
|
| (p)7 |
J.P. Morgan Investment Management, Inc. Code of Ethics effective
April 26, 2023 |
|
| (p)8 |
Wellington Management Company LLP Code of Ethics effective
December 1, 2023 |
|
| (p)9 |
BlackRock Advisors, LLC Code of Business Conduct and Ethics effective
July 21, 2014 |
C-8
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| (p)10 |
BlackRock Advisors, LLC Global Personal Trading Policy effective
September 28, 2021 |
|
| (p)11 |
Allspring Global Investments, LLC Code of Ethics effective
December 1, 2024 |
|
| (p)12 |
Federated Investment Management Company Code of Business Conduct
and Ethics effective July 25, 2013 |
|
| (p)13 |
Federated Hermes Code of Ethics for Access Persons effective
November 13, 2024 |
|
| (p)14 |
Loomis, Sayles & Company, L.P. Code of Ethics as amended
November 30, 2023 |
|
| (p)15 |
Loomis, Sayles & Company, L.P. Identifying and Managing Conflicts
of Interest Policies and Procedures effective May
2015 |
|
| (p)16 |
FIAM LLC Code of Ethics for Personal Investing effective Q4
2024 |
|
| (p)17 |
Aberdeen Asset Managers Limited Code of Ethics Policy effective
May 1, 2016 |
|
| (p)18 |
Northern Trust Asset Management Code of Ethics effective January 2,
2025 |
|
| (p)19 |
Dodge & Cox Group Code of Ethics revised June 3, 2024
|
|
| (p)20 |
T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics and
Conduct, effective March 7, 2022 (applicable to T. Rowe
Price Investment Management, Inc.) |
|
| (q) |
Power of Attorney |
|
| 101.INS
XBRL |
Instance Document – the instance document does not appear on the
Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document. |
|
| 101.SCH
XBRL |
Taxonomy Extension Schema Document |
|
C-9
| Exhibit |
Description |
Filed Herewith/Incorporated
Herein By Reference To |
| 101.CAL
XBRL |
Taxonomy Extension Calculation Linkbase Document |
|
| 101.DEF
XBRL |
Taxonomy Extension Definition Linkbase Document |
|
| 101.LAB
XBRL |
Taxonomy Extension Label Linkbase Document |
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| 101.PRE
XBRL |
Taxonomy Extension Presentation Linkbase Document |
|
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 December 31, 2024, as well as their jurisdiction of incorporation and Northwestern Mutual's direct or indirect ownership percentage, are set forth below.
NORTHWESTERN MUTUAL CORPORATE
STRUCTURE(1)
(as of December 31, 2024)
| Legal Entity Name |
Domestic Jurisdiction |
Owner(s) |
Owner % |
| Operating Subsidiaries |
|
|
|
| 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) |
Wisconsin |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| All Other Subsidiaries |
|
|
|
| 1838938 Alberta Ltd(2) |
Canada |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| 1890 Maple LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
C-10
| Legal Entity Name |
Domestic
Jurisdiction |
Owner(s) |
Owner % |
| 200 12th Street LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| 720 East LLC(2) |
Delaware |
Northwestern Mutual
Investment Management
Company LLC |
100.00 |
| 777 North Van Buren Apartments LLC(2) |
Delaware |
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 |
| AC 2020 NMTC Investor LLC(2) |
Louisiana |
The Northwestern Mutual
Life Insurance Company |
99.00 |
| Amber LLC(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| Baraboo Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Bayridge LLC(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| BCC Cancer Center Venture LP(2) |
Delaware |
NM Cancer Center GP LLC |
0.01 |
| NM Imperial LLC |
83.99 | ||
| RE Corp |
16.00 | ||
| Bell Road Venture Partners LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
90.00 |
| Bishop Square LLC(2) |
Delaware |
NM BSA LLC |
100.00 |
| Brandywine Distribution LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Burgundy LLC(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| C - Land Fund LLC(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| Capitol View Joint Venture(2) |
Tennessee |
C-Land Fund LLC |
85.00 |
| Capitol View JV-D(2) |
Tennessee |
C-Land Fund LLC |
80.00 |
| Capitol View JV-E(2) |
Tennessee |
C-Land Fund LLC |
70.00 |
| Cedarstone LLC(2) |
Delaware |
Baraboo Inc |
100.00 |
| Chateau LLC(2) |
Delaware |
NML Securities 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 |
| Cream City Venture Capital LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
99.00 |
| NML Development
Corporation |
1.00 | ||
| Crosland Greens LLC(2) |
North
Carolina |
C-Land Fund LLC |
85.00 |
C-11
| Legal Entity Name |
Domestic
Jurisdiction |
Owner(s) |
Owner % |
| Crown Farm Partners LLC(2) |
Maryland |
NM Imperial LLC |
99.00 |
| RE Corp |
1.00 | ||
| Dortmund LLC(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| East Pointe Commons Limited Partnership |
Wisconsin |
EP Commons LLC |
30.00 |
| The Northwestern Mutual
Life Insurance Company |
70.00 | ||
| Ellington Residential LLC(2) |
Maryland |
Crown Farm Partners, LLC |
100.00 |
| EP Commons LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
50.00 |
| Fairfield Potomac Club LLC(2) |
Delaware |
NM Imperial LLC |
99.00 |
| RE Corp |
1.00 | ||
| FES LLC(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Fifth and Lavaca Republic Square Limited Partnership(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
94.05 |
| NM Twin Creeks GP LLC |
0.95 | ||
| GRO-SUB LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Hazel Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Higgins Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| High Street Station Square Pittsburgh I LLC(2) |
Delaware |
NM Imperial LLC |
89.00 |
| NM High Street 1 LLC |
11.00 | ||
| Hobby Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Hollenberg 1 Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Iron Key Insurance Services LLC(2) |
Delaware |
Lake Emily Holdings LLC |
100.00 |
| Lake Emily Holdings LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Lakelands Associates LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
85.00 |
| Logan Inc(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| Los Alamitos Corporate Center Joint Venture LLC(2) |
California |
NM Imperial LLC |
99.00 |
| RE Corp |
1.00 | ||
| Maroon Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Mason & Marshall Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| MCC Castro Station LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
98.50 |
| Model Portfolios LLC(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Network Office Cashiership LLC(2) |
Delaware |
NM Career Distribution
Holdings LLC |
100.00 |
C-12
| Legal Entity Name |
Domestic
Jurisdiction |
Owner(s) |
Owner % |
| 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 Eagle I LLC(2) |
Delaware |
NML Securities 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 High Street 1 LLC(2) |
Delaware |
NM Imperial LLC |
89.00 |
| NM High Street 2 LLC |
11.00 | ||
| NM High Street 2 LLC(2) |
Delaware |
NM Imperial LLC |
100.00 |
| NM Imperial LLC(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| NM Investment Holdings LLC(2) |
Delaware |
NML Securities Holdings
LLC |
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 Network Office 135 Insurance Agency LLC(2) |
Delaware |
NM Career Distribution
Holdings LLC |
100.00 |
| NM Pebble Valley LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NM Pioneer LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NM QOZ Fund II LLC(2) |
Delaware |
QOZ Holding Company
LLC |
100.00 |
| NM QOZ Fund III LLC(2) |
Delaware |
QOZ Holding Company
LLC |
100.00 |
| NM QOZ Fund IV LLC(2) |
Delaware |
QOZ Holding Company
LLC |
100.00 |
| NM QOZ Fund LLC(2) |
Delaware |
QOZ Holding Company
LLC |
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-13
| Legal Entity Name |
Domestic
Jurisdiction |
Owner(s) |
Owner % |
| NM Van Buren LLC(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| NM VI Holdings LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NM-808 West LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NMC JCAF VI CARRY LP(2) |
Delaware |
Northwestern Mutual
Investment Management
Company LLC |
35.71 |
| NMC V GP LLC(2) |
Delaware |
NM GP Holdings LLC |
100.00 |
| NMC VI GP LLC(2) |
Delaware |
NM GP Holdings LLC |
100.00 |
| NM-Hemlock LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NM-Jasper LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
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 Securities Holdings
LLC |
100.00 |
| NM-MNO LLC(2) |
Delaware |
NM Career Distribution
Holdings LLC |
100.00 |
| NM-Muse LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NMPE I GP LLC(2) |
Delaware |
NM GP Holdings LLC |
100.00 |
| NMPE II GP LLC(2) |
Delaware |
NM GP Holdings LLC |
100.00 |
| NMPE III GP LLC(2) |
Delaware |
NM GP Holdings LLC |
100.00 |
| NMPE IV GP LLC(2) |
Delaware |
NM GP Holdings LLC |
100.00 |
| NM-Port Royale LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NM-Pulse LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NM-RESA LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NMRM Holdings LLC(2) |
Delaware |
NML Real Estate Holdings
LLC |
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-Target Distribution Center 1 LLC(2) |
Delaware |
NM-Target.com
Distribution Center LLC |
89.00 |
| NM-Target Distribution
Center -2 LLC |
11.00 | ||
| NM-Target Distribution Center 2 LLC(2) |
Delaware |
NM-Target.com
Distribution Center LLC |
100.00 |
C-14
| Legal Entity Name |
Domestic
Jurisdiction |
Owner(s) |
Owner % |
| NM-Target Distribution Center Property Owner LLC(2) |
Delaware |
NM-Target.com
Distribution Center LLC |
89.00 |
| NM-Target Distribution
Center -1 LLC |
11.00 | ||
| NM-Target.com Distribution Center LLC(2) |
Delaware |
NM Imperial LLC |
100.00 |
| Northwestern Broadway Plaza LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Northwestern Mutual Capital Equity Fund VII LP(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
13.38 |
| Northwestern Mutual Capital Equity Fund VII-A LP(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
39.00 |
| Northwestern Mutual Capital Equity GP VII LP(2) |
Delaware |
NM GP Holdings LLC |
50.00 |
| 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 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 |
| Northwoods Phase I LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Northwoods Phase II LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Northwoods Phase III LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| NP Keystone Building 20 LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
91.00 |
| Osprey Links Golf Course LLC(2) |
Delaware |
Osprey Links LLC |
100.00 |
| Osprey Links LLC(2) |
Delaware |
NM Imperial LLC |
99.00 |
| RE Corp |
1.00 | ||
| Plantation Oaks MHC-NM LLC(2) |
Delaware |
NM Imperial LLC |
100.00 |
| Pompano Property Partners LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
90.00 |
| QOZ Holding Company LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| RE Corp(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| Realen Valley Forge Greenes Associates(2) |
Pennsylvania |
The Northwestern Mutual
Life Insurance Company |
95.93 |
| Regency NM Johns Creek LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Russet Inc(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| Scaleybark Phase I LLC(2) |
Delaware |
C-Land Fund LLC |
85.00 |
| Scotty LLC(2) |
Delaware |
Hobby Inc |
8.85 |
| Maroon Inc |
91.15 | ||
| Seattle Network Office LLC(2) |
Delaware |
NM Career Distribution
Holdings LLC |
100.00 |
C-15
| Legal Entity Name |
Domestic
Jurisdiction |
Owner(s) |
Owner % |
| Seazen GP LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Seazen Rocky Point LP(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
99.90 |
| Seazen GP LLC |
0.10 | ||
| Tampa Mariner Street Apts LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
90.00 |
| Tupelo Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Two Con Holdings LLC(2) |
Delaware |
Bishop Square LLC |
100.00 |
| Two Con LLC(2) |
Delaware |
Two Con Holdings LLC |
100.00 |
| Two Con SPE LLC(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| Variable Innovation LLC(2) |
Delaware |
NM VI Holdings LLC |
100.00 |
| Ventura Lakes MHC-NM LLC(2) |
Delaware |
NM Imperial LLC |
100.00 |
| Vienna Metro Joint Venture LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
85.00 |
| Walden OC LLC(2) |
Delaware |
NML Real Estate Holdings
LLC |
100.00 |
| Waterside Lanier Venture Partners LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
91.00 |
| Wells Street LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Westpark Corporate Center LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
44.50 |
| NM GP Holdings LLC |
44.50 | ||
| White Oaks Inc(2) |
Delaware |
NML Securities Holdings
LLC |
100.00 |
| Wysh Financial LLC(2) |
Delaware |
Wysh Holdings LLC |
100.00 |
| Wysh Holdings LLC(2) |
Delaware |
The Northwestern Mutual
Life Insurance Company |
100.00 |
| Wysh Insurance Agency LLC(2) |
Delaware |
Wysh Life and Health
Insurance Company |
100.00 |
| Wysh Life and Health Insurance Company(2) |
Wisconsin |
Wysh Holdings LLC |
100.00 |
| Wysh LLC(2) |
New York |
Wysh Holdings LLC |
100.00 |
(1)
Certain subsidiaries are omitted on the basis that, considered in the
aggregate at year end 2023, 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.
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-16
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, may also provide from time to time 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. Additional information regarding the business and other connections of MSA, and its directors and officers, is set forth in MSA’s current Form ADV filed with the Securities and Exchange Commission (“SEC”).
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 SEC.
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 |
| T. Rowe Price Investment Management, Inc. |
801-121434 |
| Pacific Investment Management Company LLC |
801-48187 |
| Dodge & Cox |
801-1895 |
| J.P. Morgan Investment Management, Inc. |
801-21011 |
| Putnam Investment Management, LLC |
801-7974 |
| Wellington Management Company LLP |
801-15908 |
| Allspring Global Investments, LLC |
801-21122 |
| Federated Investment Management Company |
801-34612 |
| BlackRock Advisors, LLC |
801-47710 |
| Loomis, Sayles & Company, L.P. |
801-170 |
| FIAM LLC |
801-63658 |
| abrdn Investments Limited |
801-75074 |
| Northern Trust Investments, Inc. |
801-33358 |
Item 32.
Principal Underwriters
Not applicable.
C-17
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-18
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 26th day of September, 2025.
| NORTHWESTERN MUTUAL SERIES FUND, INC. | |
| (Registrant) | |
| By: |
/s/ PAUL A. MIKELSON |
| |
Paul A. Mikelson, 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/ PAUL A. MIKELSON |
President and
Principal Executive Officer |
September 26, 2025 |
| Paul A. Mikelson | ||
| /s/ PHIL J. RINZEL |
Vice President, Chief
Financial Officer and Treasurer |
September 26, 2025 |
| Phil J. Rinzel | ||
| /s/ LINDA L. WISNIEWSKI |
Controller and Chief Accounting Officer |
September 26, 2025 |
| Linda L. Wisniewski | ||
| |
|
|
| /s/ CHRISTY L. BROWN* |
Director |
September 26, 2025 |
| Christy L. Brown | ||
| /s/ WILLIAM J. GERBER* |
Director |
September 26, 2025 |
| William J. Gerber | ||
| /s/ GAIL L. HANSON* |
Director |
September 26, 2025 |
| Gail L. Hanson | ||
| /s/ DAVID RIBBENS* |
Director |
September 26, 2025 |
| David Ribbens | ||
| /s/ DONALD M. ULLMANN* |
Director |
September 26, 2025 |
| Donald M. Ullmann | ||
| /s/ ELIZABETH A. LEVY-NAVARRO* |
Director |
September 26, 2025 |
| Elizabeth A. Levy-Navarro | ||
| /s/ JOHN C. ROBERTS* |
Director |
September 26, 2025 |
| John C. Roberts |
| *By |
/s/ PAUL A. MIKELSON |
| |
Paul A. Mikelson, Attorney in Fact, pursuant to the Power of Attorney filed herewith
|
C-19
Exhibit
Index
| Exhibit No. |
Exhibit |
| (a)1(r) |
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on June 9, 2025
|
| (a)1(s) |
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on August 19,
2025 |
| (d)2(a) |
Investment Sub-Advisory Agreement between Mason Street Advisors, LLC
and Putnam Investment Management, LLC (on behalf of the
Domestic Equity Portfolio) dated June 5, 2025 |
| (d)2(n)(2) |
Amendment to the Second Amended and Restated Investment Sub-Advisory
Agreement between Mason Street Advisors, LLC and abrdn
Investments Limited (on behalf of the Emerging Markets
Equity Portfolio) dated June 5, 2025 |
| (d)2(o)(2) |
Amendment to the Third 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 28, 2025 |
| (h)2(a)(2) |
Amendment to the Agreement to Waive Mason Street Advisors, LLC
Investment Advisory Fees Relating to Certain Portfolios
of Northwestern Mutual Series Fund, Inc. dated July 28, 2025 |
| (h)3 |
Fund of Fund Investment Agreement between Northwestern Mutual Series
Fund, Inc. and BlackRock ETF Trust, BlackRock ETF Trust
II, iShares Trust, iShares, Inc., and iShares U.S. ETF Trust dated January 19, 2025, as amended July 1, 2025 |
| (h)4(b) |
Amendment to Fund of Funds Investment Agreement between Northwestern
Mutual Series Fund, Inc. and J.P. Morgan Exchange-Traded
Fund Trust dated June 20, 2025 |
| (h)5(b) |
Amendment to Fund of Funds Investment Agreement between Northwestern
Mutual Series Fund, Inc. and PIMCO ETF Trust and PIMCO
Equity Series dated June 23, 2025 |
| (h)6(b) |
Amendment to Fund of Funds Investment Agreement between Northwestern
Mutual Series Fund, Inc. and State Street Global Advisors
Trust Company (SPDR S&P 500 ETF Trust and SPDR Dow Jones Industrial Average ETF Trust) dated June 9, 2025 |
| (h)7(b) |
Amendment to Fund of Funds Investment Agreement between Northwestern
Mutual Series Fund, Inc. and The Select Sector SPDR Trust
dated June 9, 2025 |
| (h)8(b) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and SPDR Series Trust, SPDR Index Shares
Funds, and SSGA Active Trust dated June 9, 2025 |
| (h)10(b) |
Amendment to Fund of Funds Investment Agreement between Northwestern
Mutual Series Fund, Inc. and Schwab Strategic Trust dated
July 1, 2025 |
| (h)11 |
Amended and Restated Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and abrdn ETFs
dated June 20, 2025 |
| (h)12(a) |
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and Invesco Exchange-Traded Fund Trust,
Invesco Exchange-Traded Fund Trust II, Invesco India Exchange- Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Commodity Fund Trust, and Invesco Actively
Managed Exchange-Traded Self-Indexed Fund Trust dated
February 5, 2025 |
| (h)12(b) |
Amendment to Fund of Funds Investment Agreement between Northwestern
Mutual Series Fund, Inc. and Invesco Exchange-Traded Fund
Trust, Invesco Exchange-Traded Fund Trust II, Invesco India
Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded
Fund Trust, Invesco Actively Managed Exchange-Traded
Commodity Fund Trust, and Invesco Actively Managed
Exchange-Traded Self-Indexed Fund Trust dated June 26,
2025 |
| (p)6 |
Putnam Investment Management, LLC Code of Ethics effective September 9,
2024 |
| (q) |
Power of Attorney |
C-20
ATTACHMENTS / EXHIBITS
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