Northwestern Mutual Series Fund Inc.

09/26/2025 | Press release | Distributed by Public on 09/26/2025 04:10

Post-Effective Amendment to Registration Statement by Investment Company (Form 485BPOS)

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. 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)
DAVID KENNEDY, SECRETARY
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202

(NAME AND ADDRESS OF AGENT FOR SERVICE)
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX) 
[X ]
IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b)
[ ]
ON (DATE) PURSUANT TO PARAGRAPH (b)(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
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
(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
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
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
(a)1(q)
Articles Supplementary of Northwestern Mutual Series Fund, Inc. filed
with the State of Maryland on December 26, 2024
Exhibit (a)1(q) to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(a)1(r)
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with
the State of Maryland on June 9, 2025
Filed herewith
(a)1(s)
Articles of Amendment of Northwestern Mutual Series Fund, Inc. filed with
the State of Maryland on August 19, 2025
Filed herewith
(b)1(a)
Amended and Restated By-Laws of Northwestern Mutual Series Fund, Inc.
adopted on August 5, 2004
Exhibit (b)1(j) to Form N-1A Post-
Effective Amendment No. 26 for
Northwestern Mutual Series Fund,
Inc. filed on February 18, 2005
(b)1(b)
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
May 4, 2006
Exhibit (b)1(k) to Form N-1A Post-
Effective Amendment No. 29 for
Northwestern Mutual Series Fund,
Inc. filed on February 23, 2007
(b)1(c)
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
August 6, 2008
Exhibit (b)1(l) to Form N-1A Post-
Effective Amendment No. 36 for
Northwestern Mutual Series Fund,
Inc. filed on February 20, 2009
(b)1(d)
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
November 16, 2011
Exhibit (b)1(m) to Form N-1A Post-
Effective Amendment No. 46 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 2012
(b)1(e)
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
December 31, 2014
Exhibit (b)1(e) to Form N-1A Post-
Effective Amendment No. 57 for
Northwestern Mutual Series Fund,
Inc. filed on February 20, 2015
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
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
(b)1(h)
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
November 28, 2018
Exhibit (b)1(h) to Form N-1A Post-
Effective Amendment No. 73 for
Northwestern Mutual Series Fund,
Inc. filed on January 15, 2019
(b)1(i)
Amendment to By-Laws of Northwestern Mutual Series Fund, Inc. dated
June 5, 2019
Exhibit (b)1(i) to Form N-1A Post-
Effective Amendment No. 76 for
Northwestern Mutual Series Fund,
Inc. filed on January 30, 2020
(d)1(a)
Amended and Restated Advisory Agreement between Northwestern Mutual
Series Fund, Inc. and Mason Street Advisors, LLC dated April 30, 2012
Exhibit (d)1(i) to Form N-1A Post-
Effective Amendment No. 48 for
Northwestern Mutual Series Fund,
Inc. filed on December 17, 2012
(d)1(b)
Amended Exhibit A to the Amended and Restated Advisory Agreement
between Northwestern Mutual Series Fund, Inc. and Mason Street Advisors,
LLC dated April 30, 2012, as amended May 1, 2025
Exhibit (d)1(b) to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 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
Filed herewith
(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
Exhibit (d)2(a) to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(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
Exhibit (d)2(a) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Exhibit (d)2(b)(2) to Form N-1A
Post-Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(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
Exhibit (d)2(c)(1) to Form N-1A
Post-Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 2023
(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
Exhibit (d)2(c)(2) to Form N-1A
Post-Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 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
Exhibit (d)2(d) to Form N-1A Post-
Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 2023
(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
Exhibit (d)2(d)(2) to Form N-1A
Post-Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 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
Exhibit (d)2(e) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Exhibit (d)2(f) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Exhibit (d)2(g)(2) to Form N-1A
Post-Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(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
Exhibit (d)2(g) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Exhibit (d)2(h)(2) to Form N-1A
Post-Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(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
Exhibit (d)2(h) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Exhibit (d)2(i) to Form N-1A Post-
Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 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
Exhibit (d)2(i)(2) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 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
Exhibit (d)2(j) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Exhibit (d)2(k)(1) to Form N-1A
Post-Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 2023
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
Exhibit (d)2(k)(2) to Form N-1A
Post-Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Exhibit (d)2(k)(2) to Form N-1A
Post-Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 2023
(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
Exhibit (d)2(l) to Form N-1A Post-
Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 2023
(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
Exhibit (d)2(l)(2) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Exhibit (d)2(m) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Filed herewith
(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
Exhibit (d)2(n) to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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
Filed herewith
(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
Exhibit (d)2(o)(1) to Form N-1A
Post-Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 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
Exhibit (d)2(o)(2) to Form N-1A
Post-Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 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
Exhibit (d)2(o)(2) to Form N-1A
Post-Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 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
Exhibit (d)2(o)(4) to Form N-1A
Post-Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 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
Exhibit (d)2(p) to Form N-1A Post-
Effective Amendment No. 87 for
Northwestern Mutual Series Fund,
Inc. filed on April 27, 2023
(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
Exhibit (d)2(q)(2) to Form N-1A
Post-Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(g)1
Custodian 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
(g)2
Amendment to the Custodian Agreement between Northwestern Mutual
Series Fund, Inc. and State Street Bank and Trust Company dated
January 18, 2024
Exhibit (g)2 to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 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
Exhibit (g)3 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 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
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)(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
Exhibit (h)2(a) to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 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
Filed herewith
(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
Exhibit (h)2(b) to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 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
Filed herewith
(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
Exhibit (h)4 to Form N-1A Post-
Effective Amendment No. 83 for
Northwestern Mutual Series Fund,
Inc. filed on February 11, 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
Filed herewith
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
Exhibit (h)5 to Form N-1A Post-
Effective Amendment No. 83 for
Northwestern Mutual Series Fund,
Inc. filed on February 11, 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
Filed herewith
(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
Exhibit (h)6 to Form N-1A Post-
Effective Amendment No. 83 for
Northwestern Mutual Series Fund,
Inc. filed on February 11, 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
Filed herewith
(h)7(a)
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and The Select Sector SPDR Trust dated January 19, 2022
Exhibit (h)7 to Form N-1A Post-
Effective Amendment No. 83 for
Northwestern Mutual Series Fund,
Inc. filed on February 11, 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
Filed herewith
(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
Exhibit (h)8 to Form N-1A Post-
Effective Amendment No. 83 for
Northwestern Mutual Series Fund,
Inc. filed on February 11, 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
Filed herewith
(h)9
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and Vanguard Funds dated January 19, 2022
Exhibit (h)9 to Form N-1A Post-
Effective Amendment No. 83 for
Northwestern Mutual Series Fund,
Inc. filed on February 11, 2022
(h)10(a)
Fund of Funds Investment Agreement between Northwestern Mutual Series
Fund, Inc. and Schwab Strategic Trust dated April 17, 2024
Exhibit (h)10 to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 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
Filed herewith
(h)11
Amended and Restated Fund of Funds Investment Agreement between
Northwestern Mutual Series Fund, Inc. and abrdn ETFs dated June 20, 2025
Filed herewith
(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
Filed herewith
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
Filed herewith
(i)
Opinion and Consent of Counsel
Exhibit (i) to Form N-1A Post-
Effective Amendment No. 93 for
Northwestern Mutual Series Fund,
Inc. filed on April 25, 2025
(j)
Consent of Independent Registered Public Accounting Firm
Exhibit (j) to Form N-1A Post-
Effective Amendment No. 93 for
Northwestern Mutual Series Fund,
Inc. filed on April 25, 2025
(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
Exhibit (p)1 to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(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.)
Exhibit (p)1(h) to Form N-1A Post-
Effective Amendment No. 52 for
Northwestern Mutual Series Fund,
Inc. filed on December 16, 2013
(p)3
American Century Investments Code of Ethics revised in January 1, 2025
Exhibit (p)3 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(p)4
MFS (Massachusetts Financial Services Company) Code of Ethics Policy
effective December 29, 2023
Exhibit (p)4 to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(p)5
PIMCO Code of Ethics effective January 2025
Exhibit (p)5 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(p)6
Putnam Investment Management, LLC Code of Ethics effective
September 9, 2024
Filed herewith
(p)7
J.P. Morgan Investment Management, Inc. Code of Ethics effective
April 26, 2023
Exhibit (p)7 to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(p)8
Wellington Management Company LLP Code of Ethics effective
December 1, 2023
Exhibit (p)8 to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(p)9
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
C-8
Exhibit
Description
Filed Herewith/Incorporated
Herein By Reference To
(p)10
BlackRock Advisors, LLC Global Personal Trading Policy effective
September 28, 2021
Exhibit (p)10 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(p)11
Allspring Global Investments, LLC Code of Ethics effective
December 1, 2024
Exhibit (p)11 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(p)12
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)13
Federated Hermes Code of Ethics for Access Persons effective
November 13, 2024
Exhibit (p)13 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(p)14
Loomis, Sayles & Company, L.P. Code of Ethics as amended
November 30, 2023
Exhibit (p)14 to Form N-1A Post-
Effective Amendment No. 89 for
Northwestern Mutual Series Fund,
Inc. filed on April 26, 2024
(p)15
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)16
FIAM LLC Code of Ethics for Personal Investing effective Q4 2024
Exhibit (p)16 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(p)17
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
(p)18
Northern Trust Asset Management Code of Ethics effective January 2, 2025
Exhibit (p)18 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(p)19
Dodge & Cox Group Code of Ethics revised June 3, 2024
Exhibit (p)19 to Form N-1A Post-
Effective Amendment 92 for
Northwestern Mutual Series Fund,
Inc. filed on April 23, 2025
(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.)
Exhibit (p)20 to form N-1A Post-
Effective Amendment No. 85 for
Northwester Mutual Series Fund, Inc.
filed on April 28, 2022.
(q)
Power of Attorney
Filed herewith
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
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
Northwestern Mutual Series Fund Inc. published this content on September 26, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 26, 2025 at 10:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]