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

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on the next $50 million, 0.50% on the next $200 million, 0.45% on the next $200 million and 0.40% onassets in excess of $500 million. As of December 31, 2008, assets under management wereapproximately $70.2 billion.Capital Guardian Trust Company (“Capital Guardian”), 333 South Hope Street, Los Angeles,California 90071, provides investment services to the Domestic Equity Portfolio, pursuant to aninvestment sub-advisory agreement. Capital Guardian is a wholly owned indirect subsidiary of TheCapital Group Companies, Inc. For the services provided, Mason Street Advisors pays Capital Guardian aflat annual fee of $375,000 on the Portfolio’s assets with a market value of $100 million or less, and0.275% on assets in excess of $100 million. A fee discount may apply based on the aggregated annualfees paid on assets managed by Capital Guardian for Northwestern Mutual and its affiliates. As ofDecember 31, 2008, assets under management were approximately $64.5 billion.Janus Capital Management LLC (“Janus Capital”), 151 Detroit Street, Denver, Colorado 80206,provides investment services to the Focused Appreciation Portfolio, pursuant to an investment subadvisoryagreement. For the services provided, Mason Street Advisors pays Janus Capital at the annualrate of 0.55% of the first $100 million of the Portfolio assets, 0.50% on the next $400 million, and 0.45%on assets in excess of $500 million. As of December 31, 2008, assets under management for JanusCapital Group, Inc. (parent of Janus Capital) were approximately $123.5 billion.Templeton Investment Counsel, LLC (“Templeton Counsel”), a Delaware limited liabilitycompany with principal offices at 500 East Broward Boulevard, Ft. Lauderdale, Florida 33394, has beenretained under an investment sub-advisory agreement to provide investment advice and, in general, toconduct the management investment program of the International Equity Portfolio, subject to the generalcontrol of the Board of Directors of the Series Fund. In addition, Templeton Counsel has appointedFranklin Templeton Investments (Asia) Limited (“Templeton Asia”) as an additional sub-adviser pursuantto an Investment Sub-Advisory Agreement between Templeton Counsel and Templeton Asia dated May6, 2008. Templeton Counsel and Templeton Asia are each wholly owned, indirect subsidiaries of FranklinResources, Inc. Certain clients of Templeton Counsel may have investment objectives and policies similarto those of the International Equity Portfolio. Templeton Counsel may, from time to time, makerecommendations which result in the purchase or sale of a particular security by its other clientssimultaneously with the International Equity Portfolio. If transactions on behalf of more than one clientduring the same period increase the demand for securities being purchased or the supply of securitiesbeing sold, there may be an adverse effect on price. It is the policy of Templeton Counsel to allocateadvisory recommendations and the placing of orders in a manner which is deemed equitable byTempleton Counsel to the accounts involved, including the International Equity Portfolio. When two ormore of the clients of Templeton Counsel (including the International Equity Portfolio) are purchasing thesame security on a given day from the same broker-dealer, such transactions may be averaged as to price.For its services pursuant to the sub-advisory agreement, Templeton Counsel is paid, by Mason StreetAdvisors, compensation at the annual rate of 0.50% on the first $100 million of the average net assets ofthe International Equity Portfolio, reduced to 0.35% on the next $50 million, 0.30% on the next $350million, 0.25% on the next $500 million, 0.20% on the next $500 million and 0.15% in excess of $1.5billion. Templeton Counsel pays Templeton Asia seven-tenths of the compensation it receives fromMason Street Advisors. Mason Street Advisors does not pay Templeton Asia directly for its services. Asof December 31, 2008, assets under management were over $19 billion.T. Rowe Price Associates, Inc. (“T. Rowe Price”), 100 East Pratt Street, Baltimore, Maryland21202, provides investment services to the Small Cap Value Portfolio and the Equity Income Portfoliopursuant to investment sub-advisory agreements. For the services provided for the Small Cap ValuePortfolio, Mason Street Advisors pays T. Rowe Price a fee at the annual rate of 0.60% of the Portfolio’snet assets. For services provided to the Equity Income Portfolio, Mason Street Advisors pays T. RowePrice at the annual rate of 0.40% on the first $250 million of the Portfolio’s net assets, reduced to 0.375%on the next $250 million and to 0.35% on net assets in excess of $500 million. T. Rowe Price is a whollyowned subsidiary of T. Rowe Price Group, Inc., a publicly traded financial services holding company. Asof December 31, 2008, assets under management were approximately $276.3 billion.B-52
Northwestern Mutual is the licensee under two License Agreements with Standard & Poor’s, datedas of November 30, 1990 and February 19, 1999 for the S&P 500 ® Index and the S&P ® MidCap 400Index, respectively, relating to the Fund as well as certain other mutual funds sponsored by NorthwesternMutual. The following disclaimers and limitations are included in accordance with the requirements ofthe License Agreements:The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s (“S&P ® ”), adivision of The McGraw-Hill Companies, Inc., and none of the Portfolios of the Fund is sosponsored, endorsed, sold or promoted. S&P ® makes no representation or warranty, express orimplied, to the owners of the Fund or any of its Portfolios or any member of the public regarding theadvisability of investing in securities generally or in the Fund or any of its Portfolios particularly orthe ability of the S&P 500 ® Index or the S&P ® MidCap 400 Index to track general stock marketperformance. S&P ® ’s only relationship to the Licensee is the licensing of certain trademarks andtrade names of S&P ® and of the S&P 500 ® Index and the S&P ® MidCap 400 Index, both of whichare determined, composed and calculated by S&P ® without regard to the Licensee or the Fund.S&P ® has no obligation to take the needs of the Licensee or the owners of the Fund or any of itsPortfolios into consideration in determining, composing or calculating the S&P 500 ® Index and theS&P ® MidCap 400 Index. S&P ® is not responsible for and has not participated in the determinationof the timing of, prices at, or quantities of the Fund or any of its Portfolios to be issued or in thedetermination or calculation of the equation by which the Fund or any of its Portfolios is to beconverted into cash. S&P ® has no obligation or liability in connection with the administration,marketing or trading of the Fund.S&P ® DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OFTHE S&P 500 ® INDEX OR THE S&P ® MIDCAP 400 INDEX OR ANY DATA INCLUDEDTHEREIN AND S&P ® SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, ORINTERRUPTIONS THEREIN. S&P ® MAKES NO WARRANTY, EXPRESS OR IMPLIED, ASTO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE FUND, OR ANY OTHERPERSON OR ENTITY FROM THE USE OF THE S&P 500 ® INDEX OR THE S&P ® MIDCAP400 INDEX OR ANY DATA INCLUDED THEREIN. S&P ® MAKES NO EXPRESS ORIMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES ORMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITHRESPECT TO THE S&P 500 ® INDEX AND THE S&P ® MIDCAP 400 INDEX OR ANY DATAINCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENTSHALL S&P ® HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, ORCONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THEPOSSIBILITY OF SUCH DAMAGES.CustodiansThe custodian for the Select Bond Portfolio and for the Balanced Portfolio with respect to itsgovernment bond holdings is Mellon Bank, N.A., One Mellon Bank Center, Room 1035, Pittsburgh, PA15258. The custodian for the International Equity and International Growth Stock Portfolios and forforeign securities held by the other Portfolios is Brown Brothers Harriman & Co., 70 Franklin Street,Boston, MA 02109. The custodian for domestic securities held by the other Portfolios is J.P. MorganChase Bank, 270 Park Avenue, New York, NY 10017-2070. The custodians maintain custody ofsecurities and other assets of the respective Portfolios and perform certain services in connection with thepurchase, sale, exchange and pledge of securities of the Portfolios.B-53
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 50 and 51: OWNERSHIP OF SHARES OF THE FUNDAll
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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