OWNERSHIP <strong>OF</strong> SHARES <strong>OF</strong> THE FUNDAll of the outstanding shares of the Fund are held by Northwestern Mutual for its General Accountand for its separate investment accounts used for variable annuity contracts and variable life insurancepolicies. Additional shares are being offered only to Northwestern Mutual and the separate investmentaccounts. Northwestern Mutual is a Wisconsin corporation.The tables set forth in Appendix C show the allocation of shares of the Portfolios of the Fundamong the General Account and the separate investment accounts as of March 31, 2009.The shares held in connection with certain of the separate investment accounts are voted byNorthwestern Mutual in accordance with instructions received from owners of variable annuity contractsand variable life insurance policies. The shares held in its General Account are voted by NorthwesternMutual in the same proportions as the shares held in connection with these separate investment accounts.If applicable laws or regulations change so as to permit Northwestern Mutual to vote the Fund shares inits own discretion, it may elect to do so.INVESTMENT ADVISORY AND OTHER SERVICESThe AdviserThe Fund’s investment adviser, Mason Street Advisors, LLC (“Mason Street Advisors”), is awholly owned company of Northwestern Mutual. Mason Street Advisors and its predecessor,Northwestern Mutual Investment Services, LLC, have served as investment adviser to each of the mutualfunds sponsored by Northwestern Mutual. The adviser provides investment advice and recommendationsregarding the purchase and sale of securities for the Portfolios and the selection of brokers pursuant toInvestment Advisory Agreements (the “Agreements”). Each Agreement provides that the adviser will alsoprovide certain services and pay the expenses of the Fund for certain other administrative services, officespace and facilities and the services of all directors, officers and employees of the Fund. Each Portfolio(except the Select Bond, Money Market and Balanced Portfolios) pays its own expenses for fees forservices rendered by the custodian, legal counsel and auditors; costs of Federal registrations of Fundshares; expenses of meetings and reports; taxes; and brokerage and other expenses directly related toportfolio transactions.For acting as investment adviser and for providing such services and paying such expenses MasonStreet Advisors is paid a monthly fee at the annual rates set forth in the prospectus for the respectivePortfolios. The Fund also pays all interest charges, brokerage commissions, taxes and extraordinaryexpenses incurred in connection with the operation of the Fund. Expenses paid by the Fund are charged tothe Portfolios to which the expenses relate.The following table reflects the advisory fees received by Mason Street Advisors for fiscal yearsended December 31, 2006, December 31, 2007 and December 31, 2008, for its services as investmentadvisor to the Fund.Name of Portfolio 2008 2007 2006Growth Stock Portfolio $2,553,250 $3,150,070 $2,970,468Focused Appreciation Portfolio 1,807,963 1,349,021 1,060,679Large Cap Core Stock Portfolio 1,940,433 2,365,714 2,176,507Index 500 Stock Portfolio 3,399,497 4,271,555 3,904,390Domestic Equity Portfolio 2,072,351 2,511,555 1,898,626Equity Income Portfolio 1,215,933 1,460,009 1,030,144Mid Cap Growth Stock Portfolio 5,355,129 6,451,431 6,367,740Index 400 Stock Portfolio 1,152,682 1,426,843 1,296,079Mid Cap Value Portfolio 846,209 1,203,597 959,580B-50
Name of Portfolio 2008 2007 2006Small Cap Growth Stock Portfolio 2,282,863 2,933,027 2,852,064Small Cap Value Portfolio 2,621,643 2,986,778 2,411,883International Growth Portfolio 1,854,248 2,123,588 1,549,674International Equity Portfolio 8,780,948 10,407,309 8,663,137Money Market Portfolio 1,620,124 1,265,590 1,105,835Select Bond Portfolio 3,402,348 3,048,972 2,527,449High Yield Bond Portfolio 1,202,993 1,316,710 1,175,924Balanced Portfolio 7,505,071 8,833,417 8,655,900Asset Allocation Portfolio 1,235,330 1,420,350 1,398,805With respect to certain Portfolios, Mason Street Advisors has contractually agreed to waive itsadvisory fees and to absorb certain other operating expenses to the extent necessary so that total operatingexpenses for such Portfolios do not exceed the amounts reflected in the following table. Each suchagreement is in effect until April 30, 2010, and may be terminated at any time thereafter.PortfolioFocused Appreciation 0.90%Domestic Equity 0.75%Equity Income 0.75%Mid Cap Value 1.00%Small Cap Value 1.00%International Growth 1.10%Asset Allocation 0.75%In addition, Mason Street Advisers has agreed to waive its management fee with respect to (1) theInternational Equity Portfolio effective November 16, 2006, such that the management fee is 0.80% onthe first $50 million of assets, 0.60% on assets from $50 million to $1 billion, 0.58% on assets from $1billion to $1.5 billion and 0.51% on assets in excess of $1.5 billion (the latter waiver was added effectiveDecember 12, 2006), and (2) the Asset Allocation Portfolio, such that the management fee is 0.55% onthe first $100 million of assets, 0.45% on assets from $100 million to $250 million, and 0.35% on assetsin excess of $250 million, each until April 30, 2010.Mason Street Advisors employs a staff of investment professionals to manage the assets of the Fundand the other advisory clients of Mason Street Advisors. Northwestern Mutual provides related facilitiesand personnel which are utilized by Mason Street Advisors in performing its obligations under theAgreements.“Northwestern Mutual Life” is the name and service mark of The Northwestern Mutual LifeInsurance Company and the right of the Fund to use the name and mark is subject to the consent ofNorthwestern Mutual. Under the Agreement providing such consent, the Fund recognizes the prior rightsof Northwestern Mutual in the name and mark, agrees that use of the name and mark by the Fund willinure to the benefit of Northwestern Mutual and agrees that its right to use the name and mark can beterminated by Northwestern Mutual and will automatically be terminated if at any time Mason StreetAdvisors ceases to be the investment adviser to the Fund or if Mason Street Advisors ceases to be anaffiliated company of Northwestern Mutual.The Sub-AdvisersAmerican Century Investment Management, Inc. (“American Century”), 4500 Main Street, KansasCity, Missouri 64111, provides investment services to the Mid Cap Value Portfolio, pursuant to aninvestment sub-advisory agreement. American Century has been managing funds since 1958. It isresponsible for managing the investments of the Mid Cap Value Portfolio and directing the purchase andsale of their investment securities. For the services provided for the Mid Cap Value Portfolio, MasonStreet Advisors pays American Century a fee at an annual rate of 0.57% on the first $50 million, 0.52%B-51
- 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 48 and 49: Advisors, LLC, in accordance with t
- 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
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ICP Securities LLCIntermonte Securi