Independent Registered Public Accounting FirmPricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Suite 1800, Milwaukee, Wisconsin53202, is the independent registered public accounting firm for the Fund and performs auditing servicesfor the Fund.PORTFOLIO MANAGERSInformation regarding the Fund’s portfolio managers, including other accounts managed,compensation, ownership of Fund shares, and possible conflicts of interest, is set forth in Appendix D.LEGAL PROCEEDINGSTempleton, Janus and/or their affiliates, are subject to certain legal and regulatory proceedings.Information regarding certain of these proceedings is described in Appendix E. None of these mattersrelate to the Fund, any of the Portfolios, Mason Street Advisors, or Northwestern Mutual. In addition,each sub-adviser has stated that it is not currently subject to any legal or regulatory proceedings(including proceedings described in Appendix E), that would materially affect the sub-adviser's ability toperform services for the Fund or the Portfolios or otherwise materially affect the Fund or the Portfolios.PROXY VOTING POLICIES AND PROCEDURESThe Directors of the Fund have delegated to the Funds’ Adviser and the Sub-Advisers the authorityto vote all proxies relating to the Portfolios’ portfolio securities in accordance with the policies andprocedures adopted by the Adviser and the respective Sub-Advisers. These policies and procedures, orsummaries thereof, are set forth in Appendix F. Copies of the Fund’s proxy voting record for the mostrecent 12-month period ended June 30 may be obtained, without charge, by calling 1-888-455-2232, andon the SEC’s internet site at http://www.sec.gov.PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION AND OTHERPRACTICESFixed income securities are generally purchased from the issuer or a primary market maker acting asprincipal for the securities on a net basis, with no brokerage commission being paid by the Fund, althoughthe price usually includes undisclosed compensation. Transactions placed through dealers serving asprimary market makers reflect the spread between the bid and ask prices. Securities may also bepurchased from underwriters at prices which include underwriting fees. Transactions on U.S. stockexchanges and other agency transactions involve the payment by the Fund of negotiated brokeragecommissions. Such commissions vary among different brokers. Also, a particular broker may chargedifferent commissions according to such factors as the difficulty and size of the transaction. In the case ofsecurities traded on some foreign stock exchanges, brokerage commissions may be fixed and theinvestment adviser or sub-adviser may be unable to negotiate commission rates for these transactions.In executing transactions for the purchase or sale of portfolio securities on behalf of the Fund, theinvestment adviser, or sub-adviser in the case of the Portfolios for which sub-advisers have been retained,will attempt to obtain “best execution” for the Portfolio - the best combination of transaction executionservices, taking into account the services and products to be provided by the broker or dealer, and lowrelative commission rates with the view of maximizing value for the Funds and other advisory clients. Ineffecting purchases and sales of portfolio securities for the account of the Fund, the investment adviser orsub-adviser may pay higher commission rates than the lowest available when the investment adviser orsub-adviser believes it is reasonable to do so in light of the value of the brokerage and research servicesprovided by the broker effecting the transaction. The determination and evaluation of the reasonablenessof the brokerage commissions paid are based to a large degree on the professional opinions of the personswithin the trading department of the manager responsible for placement and review of the transactions.B-54
These opinions are based on the experience of these individuals in the securities industry and informationavailable to them about the level of commissions being paid by other institutional investors.Some securities considered for investment by the Fund’s Portfolios may also be appropriate forother clients served by the investment adviser or sub-adviser. If a purchase or sale of securities consistentwith the investment policies of a Portfolio and one or more of these clients served by the investmentadviser or sub-adviser is considered at or about the same time, transactions in such securities will beallocated among the Portfolios and clients in a manner believed to be fair and reasonable by theinvestment adviser or sub-adviser. In some cases this procedure could have a detrimental effect on theprice or volume of the security so far as a Portfolio is concerned. In other cases it is possible that theability to participate in volume transactions may improve execution and reduce transaction costs to aPortfolio.As permitted by Section 28(e) of the Securities Exchange Act of 1934, the investment adviser orsub-adviser may cause a Portfolio it advises to pay certain brokers-dealers more than the lowestcommission rate in order to receive services that relate to the execution of securities transactions(“Brokerage Services”) and advice, analyses or reports within the meaning of Section 28(e) (“ResearchServices”), if the investment adviser or sub-adviser determines in good faith that the amount paid isreasonable in relation to the value of the Brokerage and Research Services it receives. This may beviewed in terms of either the particular transaction or the investment adviser or sub-adviser’s overallresponsibilities to its client accounts over which it exercises investment discretion. Consistent with thispractice, the investment adviser or sub-adviser may receive Research Services from many broker-dealerswith which the investment adviser or sub-adviser places portfolio transactions. Research provided can beeither proprietary (created and provided by the broker-dealer, including tangible research products as wellas access to analysts and traders) or third-party (created by a third party but provided by the brokerdealer).These services, which in some cases may also be purchased for cash, include supplyinginformation about particular companies, markets, or countries, statistical data, quotations and othersecurities pricing information, evaluations of securities, recommendations as to the purchase or sale ofsecurities and other information that provides lawful and appropriate assistance to the manager in theperformance of its investment decision-making responsibilities. Although these services may be of valueto the investment adviser or sub-adviser in advising its various clients (including the Portfolios), not all ofthese services are necessarily useful and of value in managing a Portfolio.Mason Street Advisors may enter into Client Commission Arrangements with certain broker-dealersunder which Mason Street Advisors may use client commissions to pay for Research Services producedby an entity other than the executing broker-dealer, including third party broker-dealers and non-brokerresearch providers. Under such arrangements, the executing broker sets aside a portion of thecommission paid for the purpose of providing Mason Street Advisors with certain services that areeligible under Section 28(e).During the years ended December 31, 2006, 2007 and 2008, each Portfolio paid the followingbrokerage commissions on agency transactions:Name of Portfolio 2008 2007 2006Growth Stock Portfolio $ 457,176 $ 514,147 $ 631,594Focused Appreciation Portfolio 193,320 127,285 90,139Large Cap Core Stock Portfolio 437,899 421,547 498,069Index 500 Stock Portfolio 130,524 81,447 142,618Domestic Equity Portfolio 437,747 332,958 258,130Equity Income Portfolio 80,508 94,025 51,629Mid Cap Growth Stock Portfolio 1,011,685 1,783,080 2,128,510Index 400 Stock Portfolio 49,030 67,925 39,106Mid Cap Value Portfolio 107,426 80,465 72,632Small Cap Growth Stock Portfolio 1,559,127 2,395,168 1,820,124Small Cap Value Portfolio 165,095 242,558 165,667B-55
- 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 52 and 53: on the next $50 million, 0.50% on t
- 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