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

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Name, Address, andYear of BirthDavid R. Keuler720 East Wisconsin Ave.Milwaukee, WI 532021961Position(s)Held withFundVicePresident–InvestmentsTerm ofOfficeandLengthof Time Principal Occupation(s)Served During Past 5 Years2002* Managing Director/Director ofMason Street Advisors, LLCsince 2002.Number ofPortfolios inFundComplexOverseen byDirectorN/AOtherDirectorshipsHeld byDirectorN/AThomas A. Carroll720 East Wisconsin Ave.Milwaukee, WI 532021954VicePresident–Investments2002* Managing Director of MasonStreet Advisors, LLC since2002.N/AN/AMichael P. Johnson720 East Wisconsin Ave.Milwaukee, WI 532021961VicePresident–Investments2003* Director of Mason StreetAdvisors, LLC since 2002.N/AN/AJill M. Grueninger720 East Wisconsin Ave.Milwaukee, WI 532021964VicePresident–Investments2006* Managing Director/Director ofMason Street Advisors, LLCsince 2002.N/AN/AR. David Ells720 East Wisconsin Ave.Milwaukee, WI 532021968VicePresident–Investments2006* Director of Mason StreetAdvisors, LLC since 2004;Senior Vice President ofDeerfield Capital Management,LLC from 2003 - 2004; SeniorVice President of EnterpriseAdvisors/ Imagine Reinsurancefrom 2002-2003.N/AN/ACurtis J. Ludwick720 East Wisconsin Ave.Milwaukee, WI 532021969VicePresident–Investments2006* Director of Mason StreetAdvisors, LLC since 2002.N/AN/AAndrew T. Wassweiler720 East Wisconsin Ave.Milwaukee, WI 532021968VicePresident–Investments2006* Director of Mason StreetAdvisors, LLC since 2003; priorthereto, Director ofNorthwestern InvestmentManagement Company, LLC.N/AN/AKathleen M. Brooks720 East Wisconsin Ave.Milwaukee, WI 532021959VicePresident–Investments2007* Director of Mason StreetAdvisors, LLC since 2002.N/AN/AMary R. Linehan720 East Wisconsin Ave.Milwaukee, WI 532021966VicePresident–Investments2007* Director of Mason StreetAdvisors, LLC since 2007, FundManager, Marshall and IlsleyCorp. from 2003-2007; priorthereto, Senior Analyst withMarshall and Ilsely Corp.N/AN/AB-76
Name, Address, andYear of BirthMichael W. Zielinski720 East Wisconsin Ave.Milwaukee, WI 532021974Position(s)Held withFundChiefComplianceOfficerTerm ofOfficeandLengthof Time Principal Occupation(s)Served During Past 5 Years2006* Chief Compliance Officer ofMason Street Advisors, LLCsince 2006; Counsel,Northwestern Mutual from 2004- 2006; Associate Counsel,Quasar Distributors, LLC(broker-dealer) from 2003 to2004.Number ofPortfolios inFundComplexOverseen byDirectorN/AOtherDirectorshipsHeld byDirectorN/ARandy M. Pavlick720 East Wisconsin Ave.Milwaukee, WI 532021959Secretary 2006* Assistant General Counsel ofNorthwestern Mutual andAssistant Secretary of MasonStreet Advisors, LLC, each since2004; prior thereto, VicePresident and General Counselof UMB Fund Services, Inc.(mutual fund service provider)from 1993 to 2004.N/AN/ABarbara E. Courtney720 East Wisconsin Ave.Milwaukee, WI 532021957Controller 1996* Director of Mutual FundAccounting of NorthwesternMutual since 2002.N/AN/A* Each of the directors will hold office until the next annual meeting of the shareholders and until a successor iselected and qualifies, or until his or her death, resignation or removal, provided that no director may serve aterm or successive terms totaling more than twelve (12) years. The twelve year service limitation commenceson the later of <strong>May</strong> 1, 2003 or date of the director’s initial election or appointment as a director. Each officerholds office until their successor shall have been duly elected or until their prior death, resignation or removal.Notwithstanding the foregoing, the Fund’s By-Laws provide that a director who has attained the age of seventy(70) on or before the first quarterly board meeting in a calendar year shall retire effective at the end of themeeting. If a director attains age seventy (70) after the first quarterly board meeting in a calendar year, he orshe shall retire effective at the end of the first quarterly board meeting in the following calendar year.Mr. Zore is an “interested person” of the Fund, as defined in Section 2(a)(19) of the InvestmentCompany Act of 1940, because he is a Trustee of The Northwestern Mutual Life Insurance Company, theparent corporation of the Fund’s investment adviser. Mr. Zore is also the Chairman and CEO of TheNorthwestern Mutual Life Insurance Company, and a director of Northwestern Mutual WealthManagement Company and Frank Russell Company, corporate affiliates of Northwestern Mutual LifeInsurance Company. Each of the Directors and principal officers of the Fund who is also an affiliatedperson of Mason Street Advisors, LLC (“Mason Street Advisors”) or Northwestern Mutual is namedabove, together with the capacity in which such person is affiliated with Mason Street Advisors orNorthwestern Mutual. The Independent Directors are included as named insureds under a directors andofficers liability policy maintained by Northwestern Mutual Life Insurance Company for the benefit ofthe officers and directors of Northwestern Mutual and certain subsidiaries, and the directors of the Fund.No portion of the premium of the policy is paid by the Fund.B-77
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APPENDIX F - Proxy Voting Policies
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stocks that make up that index. Str
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Interest rate swaps do not involve
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the Adviser or Sub-Adviser will not
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Forward Contracts. The Portfolios m
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principal amount as the call writte
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Options on Foreign Currencies. The
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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 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 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
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T. Rowe Price has adopted these Pro
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shareholders and the effect on shar
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portfolio company could have influe
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The Proxy Voting Service will refer
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that substantially differs from dom
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15. Janus will generally vote in fa
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46. For shareholder proposals outsi
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2. Staggered BoardIf a company has
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proposed for a legitimate business
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APPENDIX G - Portfolio Holdings Dis
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ICP Securities LLCIntermonte Securi
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B-1 STATEMENT OF ADDITIONAL INFORMATION Dated May 1 ...

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