B-1 STATEMENT OF ADDITIONAL INFORMATION Dated May 1 ...

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Advisors, LLC, in accordance with their respective responsibilities under the 1940 Act. A discussionregarding the action taken and the basis for approval by the Fund’s Board of Directors of each advisoryand sub-advisory agreement approved during the reporting period appears in the Fund's annual and semiannualshareholder reports.Compensation of Officers and DirectorsThe Fund pays no salaries or compensation to any of its officers or Directors employed byNorthwestern Mutual. During fiscal year 2008, Mason Street Advisors, LLC, the investment advisor tothe Fund, paid the Independent Directors for their services as Directors of the Fund, a total of $85,000 peryear, consisting of a $53,000 retainer and $32,000 in meeting fees. Director compensation is establishedby the Directors and is reevaluated annually, typically at its meeting in February.The table below sets forth the compensation paid to the Directors of the Fund during the 2008fiscal year.Compensation Table(1)Name of Person,PositionInterested Director(2)AggregateCompensationFromRegistrant(3)Pension orRetirementBenefits Accruedas Part of FundExpenses(4)Estimated AnnualBenefits UponRetirement(5)TotalCompensationFrom Series FundRegistrant andFund ComplexPaid to Directorsin 2008Edward J. Zore,DirectorNone None None NoneIndependent DirectorsMiriam M. Allison,DirectorRobert H. Huffman III,DirectorMichael M. Knetter,DirectorWilliam A. McIntosh,DirectorMichael G. Smith,DirectorNone None None $85,000None None None $85,000None None None $85,000None None None $85,000None None None $85,000Effective in 2009, Board compensation shall consist of a retainer of $53,000 and per meeting fees of$8,000, for a total annual compensation of $85,000.B-48
Directors' HoldingsThe following table sets forth the Northwestern Mutual Series Fund, Inc. Portfolio holdings as ofDecember 31, 2008, of the independent and interested directors. These holdings are indirect, based oninvestments in variable annuity contracts and variable life insurance policies issued by The NorthwesternMutual Life Insurance Company. In addition, the amount owned by the directors and officers as a groupis less than 1% of the Fund. The independent directors would no longer be considered independent ifthey were to invest in variable annuity contracts and variable life policies issued by Northwestern Mutual(and thereby indirectly invest in the Portfolios).Smith McIntosh Allison Huffman Knetter Zore*Aggregate Holdings,All PortfoliosNONE NONE NONE NONE NONE OVER$100,000Growth Stock Portfolio None None None None None NoneFocused Appreciation Portfolio None None None None None NoneLarge Cap Core Stock Portfolio None None None None None NoneIndex 500 Stock Portfolio None None None None None Over$100,000Domestic Equity Portfolio None None None None None NoneEquity Income Portfolio None None None None None NoneMid Cap Growth Stock Portfolio None None None None None Over$100,000Index 400 Stock Portfolio None None None None None Over$100,000Mid Cap Value Portfolio None None None None None NoneSmall Cap Growth Stock Portfolio None None None None None NoneSmall Cap Value Portfolio None None None None None NoneInternational Growth Portfolio None None None None None NoneInternational Equity Portfolio None None None None None Over$100,000Money Market Portfolio None None None None None NoneSelect Bond Portfolio None None None None None NoneHigh Yield Bond Portfolio None None None None None $10,001-$50,000Balanced Portfolio None None None None None NoneAsset Allocation Portfolio None None None None None None* Mr. Zore is an Interested Director, as described in the “Management of the Fund - General” section.B-49
Page 4: APPENDIX F - Proxy Voting Policies
Page 9 and 10: stocks that make up that index. Str
Page 11 and 12: Interest rate swaps do not involve
Page 13 and 14: the Adviser or Sub-Adviser will not
Page 17 and 18: Forward Contracts. The Portfolios m
Page 19 and 20: principal amount as the call writte
Page 21 and 22: Options on Foreign Currencies. The
Page 23 and 24: securities. The issuers of the unde
Page 25 and 26: the former pools. However, timely p
Page 27 and 28: CMO residuals are generally purchas
Page 29: utilize the underlying assets may r
Page 32 and 33: include range floaters which are a
Page 34 and 35: par unless the price of the underly
Page 36 and 37: to changes in interest rates genera
Page 38 and 39: corresponding floaters. The underly
Page 40 and 41: A Portfolio will not enter into suc
Page 42 and 43: egulations. The presence of an issu
Page 44 and 45: Portfolio TurnoverPortfolio turnove
Page 46 and 47: The ability of the Portfolio to ach
Page 50 and 51: OWNERSHIP OF SHARES OF THE FUNDAll
Page 52 and 53: on the next $50 million, 0.50% on t
Page 54 and 55: Independent Registered Public Accou
Page 56 and 57: Name of Portfolio 2008 2007 2006Int
Page 58 and 59: Broker High Yield Bond BalancedAsse
Page 60 and 61: and cost of trade execution of Port
Page 62 and 63: Effective April 30, 2008, the Fund
Page 64 and 65: TAXES AND DIVIDENDSEach Portfolio i
Page 66 and 67: APPENDIX A - Credit RatingsDescript
Page 68 and 69: F2Good credit quality. A satisfacto
Page 70 and 71: . Moody’s Commercial Paper (short
Page 72 and 73: Plus (+) or minus (-)The ratings fr
Page 74 and 75: APPENDIX B - Directors and Officers
Page 76 and 77: Name, Address, andYear of BirthDavi
Page 78 and 79: APPENDIX C - Ownership of Shares of
Page 80 and 81: SMALL CAP VALUE PORTFOLIOGeneral Ac
Page 82 and 83: APPENDIX D - Portfolio ManagersOthe
Page 84 and 85: PortfolioManager(s)FundRegisteredIn
Page 86 and 87: Compensation of Portfolio ManagersM
Page 88 and 89: management firms. Performance is pr
Page 90 and 91: Portfolio managers are eligible for
Page 92 and 93: PortfolioPortfolio Manager(s)Dollar
Page 94 and 95: On August 25, 2005, the Court enter
Page 96 and 97: MSA’s Equity Trading Department s
Page 98 and 99:
ERISA ClientsIn the case of client
Page 100 and 101:
Shareholder Ability to Call Special
Page 102 and 103:
• Exercise price• Participation
Page 104 and 105:
Amend Quorum RequirementsVote propo
Page 106 and 107:
Vote proposals to increase blank ch
Page 108 and 109:
employees of Investment Manager and
Page 110 and 111:
will not support the position of a
Page 112 and 113:
company specifies the voting, divid
Page 114 and 115:
egarding whether Investment Manager
Page 116 and 117:
3. The issuer is an entity particip
Page 118 and 119:
manager(s) are responsible for maki
Page 120 and 121:
Global Corporate Governance: Invest
Page 122 and 123:
13. The Proxy Group will review the
Page 124 and 125:
determined by those investment comm
Page 126 and 127:
T. Rowe Price has adopted these Pro
Page 128 and 129:
shareholders and the effect on shar
Page 130 and 131:
portfolio company could have influe
Page 132 and 133:
The Proxy Voting Service will refer
Page 134 and 135:
that substantially differs from dom
Page 136 and 137:
15. Janus will generally vote in fa
Page 138 and 139:
46. For shareholder proposals outsi
Page 140 and 141:
2. Staggered BoardIf a company has
Page 142 and 143:
proposed for a legitimate business
Page 144 and 145:
APPENDIX G - Portfolio Holdings Dis
Page 146:
ICP Securities LLCIntermonte Securi
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B-1 STATEMENT OF ADDITIONAL INFORMATION Dated May 1 ...

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