NORTHWESTERN MUTUAL SERIES FUND INC, 485BPOS, 1996-04-26

NORTHWESTERN MUTUAL SERIES FUND INC
485BPOS, 1996-04-26

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<PAGE> 1
REGISTRATION NO. 2-89971
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---
PRE-EFFECTIVE AMENDMENT NO.
---- ---
POST-EFFECTIVE AMENDMENT NO. 13 X
---- ---
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 ---
AMENDMENT NO. 14 X
---- ---
NORTHWESTERN MUTUAL SERIES FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(414) 271-1444
(REGISTRANT'S TELEPHONE NUMBER)

MERRILL C. LUNDBERG, SECRETARY
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(NAME AND ADDRESS OF AGENT FOR SERVICE)

REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF SECURITIES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT
OF 1940. THE RULE 24f-2 NOTICE FOR THE ISSUER'S MOST RECENT FISCAL YEAR WAS
FILED ON FEBRUARY 26, 1996.

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)

[ ] IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b)
[X ] ON APRIL 30, 1996 PURSUANT TO PARAGRAPH (b)
[ ] 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1)
[ ] ON (DATE) PURSUANT TO PARAGRAPH (a)(1)
[ ] 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(2)
[ ] ON (DATE) PURSUANT TO PARAGRAPH (a)(2) OF RULE 485
[ ] THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE
FOR A PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.

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<PAGE> 2

NORTHWESTERN MUTUAL
SERIES FUND, INC.
-------------------

CROSS REFERENCE SHEET

Cross reference sheet showing location in Prospectus of
information required by the Items in Part A of Form N-1A.

ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------

1 Cover Page

2 Synopsis

3 Condensed Financial
Information

4 Investment Objectives
and Policies,
Capital Stock

5 Management of the Fund

5A *

6 Capital Stock, Taxes
and Dividends

7 Offering and Redemption of
Shares

8 Offering and Redemption of
Shares

9 *

- ---------------
* Indicates inapplicable or negative

<PAGE> 3

[NORTHWESTERN MUTUAL LIFE]

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NORTHWESTERN MUTUAL SERIES FUND, INC.
(Formerly Northwestern Mutual Variable Life Series Fund, Inc.)

A Series Fund Offering Nine Portfolios

INDEX 500 STOCK PORTFOLIO GROWTH AND INCOME STOCK PORTFOLIO
SELECT BOND PORTFOLIO GROWTH STOCK PORTFOLIO
MONEY MARKET PORTFOLIO AGGRESSIVE GROWTH STOCK PORTFOLIO
BALANCED PORTFOLIO HIGH YIELD BOND PORTFOLIO

INTERNATIONAL EQUITY PORTFOLIO

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THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT THE FUND THAT A
PROSPECTIVE INVESTOR OUGHT TO KNOW BEFORE INVESTING. ADDITIONAL INFORMATION
ABOUT THE FUND HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN A
STATEMENT OF ADDITIONAL INFORMATION WHICH IS INCORPORATED HEREIN BY REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST AND WITHOUT
CHARGE FROM THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, 720 EAST WISCONSIN
AVENUE, MILWAUKEE, WISCONSIN 53202, TELEPHONE NUMBER (414) 271-1444.

SHARES OF THE FUND ARE OFFERED WITHOUT FEES OR CHARGES FOR SALES EXPENSES,
BUT THE SHARES ARE AVAILABLE ONLY FOR PURCHASE BY VARIABLE ANNUITY AND VARIABLE
LIFE INSURANCE SEPARATE ACCOUNTS OF THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY. ALL FEES AND CHARGES ASSOCIATED WITH THE VARIABLE ANNUITY CONTRACTS
OR VARIABLE LIFE INSURANCE POLICIES, INCLUDING CHARGES FOR SALES EXPENSES, ARE
DESCRIBED IN THE ATTACHED SEPARATE ACCOUNT PROSPECTUS.

AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE
PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

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THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of this Prospectus is April 30, 1996
The Date of the Statement of Additional Information is April 30, 1996

<PAGE> 4

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION.

TABLE OF CONTENTS

PAGE
----
Synopsis............................................................... 2
Condensed Financial Information........................................ 3
Financial Highlights.............................................. 4
Investment Objectives and Policies..................................... 5
Index 500 Stock Portfolio......................................... 5
Select Bond Portfolio............................................. 5
Money Market Portfolio............................................ 6
Balanced Portfolio................................................ 7
Growth and Income Stock Portfolio................................. 8
Growth Stock Portfolio............................................ 9
Aggressive Growth Stock Portfolio................................. 9
High Yield Bond Portfolio.........................................10
International Equity Portfolio....................................11
Financial Futures Contracts.......................................11
Eurodollar Certificates of Deposit................................12
Repurchase Agreements and Warrants................................12
Investment Restrictions................................................12
Management of the Fund.................................................13
Portfolio Managers................................................13
Investment Advisory Fees and Other Expenses.......................14
Capital Stock..........................................................15
Taxes and Dividends....................................................15
Offering and Redemption of Shares......................................16

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SYNOPSIS

Northwestern Mutual Series Fund, Inc. ("Fund") is an open-end diversified
management investment company. The Fund is composed of nine separate portfolios
which operate as separate mutual funds. The portfolios are the Index 500 Stock
Portfolio, the Select Bond Portfolio, the Money Market Portfolio, the Balanced
Portfolio, the Growth and Income Stock Portfolio, the Growth Stock Portfolio,
the Aggressive Growth Stock Portfolio, the High Yield Bond Portfolio and the
International Equity Portfolio ("Portfolios").

The investment objective of the Index 500 Stock Portfolio is to achieve
investment results that approximate the performance of the Standard & Poor's
500 Composite Stock Price Index ("S&P 500 Index"). The Portfolio will attempt
to meet this objective by investing in stocks included in the S&P 500 Index.

The primary investment objective of the Select Bond Portfolio is to
provide as high a level of long-term total rate of return as is consistent with
prudent investment risk. Total rate of return consists of current income,
including interest and discount accruals, and capital appreciation. A secondary
objective is to seek preservation of shareholders' capital. The Select Bond
Portfolio's assets will be invested primarily in bonds and other debt
securities with maturities generally exceeding one year.

The investment objective of the Money Market Portfolio is to realize
maximum current income consistent with liquidity and stability of capital. The
assets of the Money Market Portfolio will be invested in money market
instruments and other debt securities with maturities generally not exceeding
one year.

The investment objective of the Balanced Portfolio is to realize as high a
level of long-term total rate of return as is consistent with prudent
investment risk. Total rate of return consists of current income, including
dividends, interest and discount accruals, and capital appreciation. The assets
of the Balanced Portfolio will be invested in the stock, bond and money market
sectors as described above for the other Portfolios and the mix of investments
among the three market sectors will be adjusted continuously.

The investment objectives of the Growth and Income Stock Portfolio are
long-term growth of capital and income. Ordinarily the Portfolio pursues its
investment objectives by investing primarily in dividend-paying common stock.

The investment objective of the Growth Stock Portfolio is long-term growth
of capital; current income is secondary. The Portfolio will seek to achieve
this objective by selecting investments in companies which have above average
earnings growth potential.

2
<PAGE> 5

The investment objective of the Aggressive Growth Stock Portfolio is to
achieve long-term appreciation of capital primarily by investing in the common
stocks of companies which can reasonably be expected to increase their sales
and earnings at a pace which will exceed the growth rate of the nation's
economy over an extended period.

The investment objective of the High Yield Bond Portfolio is to achieve
high current income and capital appreciation by investing primarily in fixed
income securities that are rated below investment grade by the major rating
agencies. High yield fixed income securities are commonly known as "junk
bonds".

The investment objective of the International Equity Portfolio is
long-term capital growth. It pursues its objective through a flexible policy
of investing in stocks and debt securities of companies and governments outside
the United States.

There can be no assurance that the investment objectives of any of the
Portfolios will be realized. See "Investment Objectives and Policies", p. 5.

The Fund issues a separate class of common stock for each Portfolio.
Shares of the Fund are presently offered only to The Northwestern Mutual Life
Insurance Company ("Northwestern Mutual Life") and its separate investment
accounts created (or to be created in the future) pursuant to Wisconsin
insurance laws. Shares of each Portfolio are both offered and redeemed at their
net asset value without the addition of any sales load or redemption charge.
See "Offering and Redemption of Shares", p. 16.

The investment adviser to the Fund is Northwestern Mutual Investment
Services, Inc. ("NMIS"), a wholly-owned subsidiary of Northwestern Mutual Life.
Northwestern Mutual Life provides personnel and facilities utilized by NMIS in
performing its investment advisory functions, and is a party to the investment
advisory agreement between NMIS and the Fund. NMIS is paid a monthly investment
advisory fee based on the average daily net asset value of each Portfolio. The
Fund also pays all interest charges, brokerage commissions, taxes, and
extraordinary expenses incurred in connection with the operation of the Fund.
Six of the Portfolios bear their own expenses for audit and custodial services.
See "Management of the Fund", p. 13.

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CONDENSED FINANCIAL INFORMATION

The following information on financial highlights as it relates to each of
the years in the five-year period ended December 31, 1995 has been audited by
Price Waterhouse LLP, independent accountants. This information should be read
in conjunction with the financial statements and notes thereto which appear in
the Statement of Additional Information. Further information about the
performance of the Fund is contained in the Fund's annual report to
shareholders which may be obtained without charge.

<PAGE> 6

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR)

<TABLE>
<CAPTION>
Net Realized
Net and Distributions Net Ratio of
Asset Unrealized Total Dividends from Net Asset Expenses
Value, Net Gain from from Net Realized Value, to
Beginning Investment (Loss) on Investment Investment Gain on End Total Average
of Year Income Investments Operations Income Investments of Year Return+ Net Assets
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Index 500 Stock Portfolio
*1986 . . . $1.27 $.05 $.15 $.20 $(.05) $(.11) $1.31 15.36% 0.30%
*1987 . . . 1.31 .04 .08 .12 (.08) (.35) 1.00 8.21 0.30
*1988 . . . 1.00 .04 .05 .09 (.04) -- 1.05 8.83 0.30
*1989 . . . 1.05 .04 .14 .18 (.04) (.07) 1.12 18.39 0.30
*1990 . . . 1.12 .04 (.08) (.04) (.04) -- 1.04 (4.32) 0.30
1991 . . . 1.04 .03 .27 .30 (.03) -- 1.31 29.78 0.30
1992 . . . 1.31 .03 .03 .06 (.03) (.01) 1.33 4.54 0.30
1993 . . . 1.33 .04 .09 .13 (.03) (.14) 1.29 9.90 0.30
1994 . . . 1.29 .03 (.01) .02 (.03) (.01) 1.27 1.21 0.24
1995 . . . 1.27 .04 .42 .46 (.01) -- 1.72 37.25 0.21
Select Bond Portfolio
*1986 . . . $1.29 $.12 $.10 $.22 $(.12) $(.07) $1.32 18.68% 0.30%
*1987 . . . 1.32 .10 (.10) -- (.20) (.05) 1.07 (1.05) 0.30
*1988 . . . 1.07 .09 -- .09 (.09) -- 1.07 8.22 0.30
*1989 . . . 1.07 .10 .05 .15 (.09) (.02) 1.11 14.16 0.30
*1990 . . . 1.11 .09 (.01) .08 (.09) (.01) 1.09 8.10 0.30
1991 . . . 1.09 .09 .09 .18 (.09) -- 1.18 17.32 0.30
1992 . . . 1.18 .09 -- .09 (.09) (.04) 1.14 7.74 0.30
1993 . . . 1.14 .08 .05 .13 (.08) (.04) 1.15 10.81 0.30
1994 . . . 1.15 .06 (.09) (.03) (.06) -- 1.06 (2.28) 0.30
1995 . . . 1.06 .07 .13 .20 (.03) -- 1.23 19.10 0.30
Money Market Portfolio
*1986 . . . $1.00 $.06 $-- $.06 $(.06) $-- $1.00 6.73% 0.30%
*1987 . . . 1.00 .06 -- .06 (.06) -- 1.00 6.64 0.30
*1988 . . . 1.00 .07 -- .07 (.07) -- 1.00 7.47 0.30
*1989 . . . 1.00 .09 -- .09 (.09) -- 1.00 9.18 0.30
*1990 . . . 1.00 .08 -- .08 (.08) -- 1.00 8.23 0.30
1991 . . . 1.00 .06 -- .06 (.06) -- 1.00 5.85 0.30
1992 . . . 1.00 .03 -- .03 (.03) -- 1.00 3.49 0.30
1993 . . . 1.00 .03 -- .03 (.03) -- 1.00 2.88 0.30
1994 . . . 1.00 .05 -- .05 (.05) -- 1.00 4.03 0.30
1995 . . . 1.00 .06 -- .06 (.06) -- 1.00 5.82 0.30
Balanced Portfolio
*1986 . . . $1.27 $.07 $.14 $.21 $(.07) $(.06) $1.35 16.96% 0.30%
*1987 . . . 1.35 .07 .03 .10 (.11) (.19) 1.15 7.15 0.30
*1988 . . . 1.15 .07 .02 .09 (.07) -- 1.17 8.08 0.30
*1989 . . . 1.17 .07 .12 .19 (.08) (.04) 1.24 15.66 0.30
*1990 . . . 1.24 .07 (.05) .02 (.07) -- 1.19 1.53 0.30
1991 . . . 1.19 .07 .21 .28 (.07) -- 1.40 23.33 0.30
1992 . . . 1.40 .06 .01 .07 (.06) (.02) 1.39 5.61 0.30
1993 . . . 1.39 .06 .09 .15 (.07) (.14) 1.33 9.91 0.30
1994 . . . 1.33 .04 (.05) (.01) -- (.01) 1.31 0.16 0.30
1995 . . . 1.31 .07 .27 .34 (.04) (.01) 1.60 26.39 0.30
Growth and Income Stock Portfolio
**1994 . . . $1.00 $.01 $(.01) $-- $(.01) $(.01) $0.98 0.34%++ 0.78%o
1995 . . . 0.98 .02 .29 .31 (.02) (.06) 1.21 31.12 0.69
Growth Stock Portfolio
**1994 . . . $1.00 $.01 $-- $.01 $(.01) $-- $1.00 1.55%++ 0.71%*
1995 . . . 1.00 .02 .28 .30 (.02) (.02) 1.26 30.82 0.61
Aggressive Growth Stock Portfolio
*1990 . . . $1.00 $.01 $.01 $.02 $(.01) $-- $1.01 1.89%++ 0.07%
*1991 . . . 1.01 .01 .56 .57 (.01) (.02) 1.55 56.00 0.84
*1992 . . . 1.55 .01 .09 .10 (.01) -- 1.64 5.95 0.75
*1993 . . . 1.64 -- .31 .31 -- (.03) 1.92 19.11 0.66
**1994 . . . 1.91 -- .09 .09 -- -- 2.00 4.47++ 0.58*
1995 . . . 2.00 -- .78 .78 -- (.01) 2.77 39.29 0.56
High Yield Bond Portfolio
**1994 . . . $1.00 $.06 $(.03) $.03 $(.06) $-- $0.97 3.02%++ 0.73%*
1995 . . . 0.97 .10 .07 .17 (.10) (.01) 1.03 16.78 0.65
International Equity Portfolio
*1993 . . . $1.00 $.01 $.23 $.24 $(.01) $-- $1.23 24.64%++ 0.70%
**1994 . . . 1.22 .02 (.02) -- (.02) (.01) 1.19 0.11++ 0.87*
1995 . . . 1.19 .04 .13 .17 (.01) (.01) 1.35 14.57 0.85
<CAPTION>
Ratio
of Net
Investment Net
Income to Portfolio Assets,
Average Turnover End of Year
Net Assets Rate (thousands)
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<S> <C> <C> <C>
Index 500 Stock Portfolio
*1986 . . . 3.51% 109.94% 7,461
*1987 . . . 3.24 99.72 9,712
*1988 . . . 3.76 106.31 11,414
*1989 . . . 3.34 152.13 9,833
*1990 . . . 3.70 80.07 9,516
1991 . . . 2.88 40.16 14,115
1992 . . . 2.61 39.93 17,288
1993 . . . 2.55 62.69 25,479
1994 . . . 3.10 5.59 316,123
1995 . . . 2.51 3.19 495,133
Select Bond Portfolio
*1986 . . . 8.43% 58.97% 7,624
*1987 . . . 8.66 91.92 8,205
*1988 . . . 8.35 113.31 9,208
*1989 . . . 8.51 131.41 11,203
*1990 . . . 8.50 33.14 12,124
1991 . . . 8.11 60.88 14,703
1992 . . . 7.52 63.29 15,851
1993 . . . 6.40 67.69 17,485
1994 . . . 7.02 108.00 158,508
1995 . . . 6.61 69.06 198,142
Money Market Portfolio
*1986 . . . 6.30% --% 10,051
*1987 . . . 6.46 -- 11,800
*1988 . . . 7.24 -- 12,958
*1989 . . . 8.82 -- 12,888
*1990 . . . 7.93 -- 13,362
1991 . . . 5.71 -- 12,787
1992 . . . 3.40 -- 14,091
1993 . . . 2.87 -- 12,657
1994 . . . 4.64 -- 104,217
1995 . . . 5.61 -- 132,572
Balanced Portfolio
*1986 . . . 5.26% 71.56% 17,265
*1987 . . . 5.06 77.97 32,880
*1988 . . . 5.80 74.51 39,156
*1989 . . . 5.87 140.55 41,226
*1990 . . . 6.07 72.89 42,839
1991 . . . 5.11 55.46 57,269
1992 . . . 4.45 43.28 66,006
1993 . . . 4.24 70.91 68,910
1994 . . . 4.78 42.35 1,727,127
1995 . . . 4.40 37.28 2,083,289
Growth and Income Stock Portfolio
**1994 . . . 1.93%o 54.18% 64,700
1995 . . . 1.68 80.00 136,923
Growth Stock Portfolio
**1994 . . . 2.30%o 16.51% 41,868
1995 . . . 1.77 46.83 85,557
Aggressive Growth Stock Portfolio
*1990 . . . 0.50% --% 10,516
*1991 . . . 0.69 44.28 53,828
*1992 . . . 0.39 81.96 127,964
*1993 . . . 0.05 63.63 195,810
**1994 . . . 0.29* 21.54 327,096
1995 . . . 0.13 37.84 577,014
High Yield Bond Portfolio
**1994 . . . 9.40%* 119.48% 35,537
1995 . . . 9.90 116.57 55,974
International Equity Portfolio
*1993 . . . 1.14% 3.62% 140,410
**1994 . . . 2.28* 10.97 292,533
1995 . . . 2.68 26.71 342,127
</TABLE>

*Not covered by current report of independent accountants.

**For the period of May 3, 1994 (commencement of operations) through
December 31, 1994.

+Total Return includes deductions for management and other fund expenses;
excludes deductions for sales loads and account fees.

++Reflects total return for the period; not annualized.

-Computed on an annualized basis.

4
<PAGE> 7

For the seven-day period ended on March 31, 1996, the Money Market
Portfolio's yield was 5.01% and was equivalent to a compound effective yield of
5.14%. This yield does not reflect charges imposed by Northwestern Mutual Life
under variable annuity contracts and variable life insurance policies and,
therefore, may be of limited comparative value. An explanation of the
calculation of the yield is included in the Statement of Additional
Information.

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INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of each Portfolio are described
below. The investment objective of a Portfolio may be changed only with the
approval of the majority of the Portfolio's shares outstanding. The details of
the investment policies of a Portfolio may be changed by the Fund's Board of
Directors without a vote of the shareholders. For example, such details include
investments in new types of debt instruments which may be devised in the future
or which are presently in disuse but may become more prominent in the future
and minor changes in investment policies which may be made in response to
changes in regulatory requirements which are reflected in the Portfolio's
present policies.

There can be no assurance that the objectives of the Portfolios will be
realized. Investment in equity securities inherently involves the risks
associated with the affairs of each issuer of the securities as well as general
market risks. The same is true of investment in debt securities. Debt
securities tend to decline in value when interest rates rise; this effect is
greater for longer term bonds and relatively minor for short term cash
instruments which are about to mature. Investment in the Balanced Portfolio
necessarily involves the risks inherent in stocks and debt securities of
varying maturities, including the risk that the Balanced Portfolio may invest
too much or too little of its assets in each type of security at any particular
time. Investment in the International Portfolio involves an array of special
risk considerations. Some of these are briefly described below. A longer
description is included in the Statement of Additional Information.

Index 500 Stock Portfolio

The S&P 500 Index is composed of 500 common stocks representing more than
70% of the total market value of all publicly-traded common stocks. "Standard
& Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's 500", and "500" are
trademarks of McGraw-Hill, Inc. and have been licensed for use by Northwestern
Mutual Life. The Fund is not sponsored, endorsed, sold or promoted by Standard
& Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the Fund.

The Index 500 Stock Portfolio will not be managed in the traditional sense
using economic, financial and market analysis. A computer program will be used
to determine which stocks are to be purchased or sold to achieve the
Portfolio's objective. The Portfolio will, to the extent feasible, remain
fully invested and will normally hold at least 450 of the 500 issues that
comprise the S&P 500 Index.

The Index 500 Stock Portfolio's ability to match the performance of the
S&P 500 Index will be affected to some extent by the size and timing of cash
flows into and out of the Index 500 Stock Portfolio. The Portfolio will be
managed with a view to reducing such effects. A portion of the assets may at
times be invested in investment grade debt securities, short term commercial
paper and United States Treasury obligations, as well as option contracts,
stock index futures contracts, and repurchase agreements. See "Financial
Futures Contracts", p. 11 and "Repurchase Agreements and Warrants", p. 12.

Select Bond Portfolio

<PAGE> 8

The Select Bond Portfolio's assets will be invested in the following types
of securities:

1. publicly offered straight debt securities having a rating within
the four highest grades as determined by Moody's Investors Service,
Inc. (Aaa, Aa, A or Baa) or Standard & Poor's Corporation (AAA, AA, A
or BBB);

2. obligations of or guaranteed by the United States Government or its
agencies;

3. obligations (payable in U.S. dollars) of or guaranteed by the
Government of Canada or of a Province of Canada or any instrumentality
or political subdivision thereof, provided such obligations have a
rating within the three highest grades as determined by Moody's
Investors Service, Inc. or Standard & Poor's Corporation and do not
exceed 10% of the Portfolio's total assets;

4. publicly offered straight debt securities issued or guaranteed by a
national or state bank or bank holding company (as defined in the
Federal Bank Holding Company Act, as amended) having a rating within
the two highest grades as determined by Fitch's Investor's Service,
Inc. (AAA or AA), and certificates of deposit of such banks or bank
holding companies;

5. commercial paper having a rating within the two highest investment
grades, as determined by Moody's Investors Service, Inc. (P-1 or P-2)
or Standard & Poor's Corporation (A-1 or A-2);

6. straight debt securities acquired directly from the issuers in
private placement transactions, which securities, in the judgment of
the Fund's Board of Directors, are of investment quality comparable to
publicly offered straight debt securities rated Baa by Moody's
Investors Service, Inc. or BBB by Standard & Poor's Corporation, or
better;

7. cash or cash equivalents; and

8. preferred stocks and obligations not described above, including
convertible securities, securities carrying warrants to purchase equity
securities and securities acquired directly from the issuers in private
placement transactions other than those securities described above.

A description of the ratings provided by Moody's Investors Service, Inc.,
Standard & Poor's Corporation and Fitch's Investor's Service, Inc. is included
in the Statement of Additional Information.

The Select Bond Portfolio will not invest in common stocks directly, but
may retain up to 10% of its total assets in common stocks acquired upon
conversion of debt securities or upon exercise of warrants acquired with debt
securities.

At least 70% of the Select Bond Portfolio's total assets will normally be
invested in bonds and debentures which have maturities of at least one year.
However, during periods of particular volatility or when an unusual decline in
the value of long-term obligations is anticipated, for temporary defensive
purposes the Select Bond Portfolio may place a larger portion of its assets in
cash and short-term obligations. During such periods the Select Bond
Portfolio's holdings of short-term obligations and equity securities may
temporarily exceed an aggregate total of 30% of the Select Bond Portfolio's
total assets.

The Select Bond Portfolio invests in obligations of a number of U.S.
Government agencies. Obligations of some agencies are supported by the full
faith and credit of the U.S. Treasury, others are supported only by the credit
of the agency. No assurance can be given that the U.S. Government would provide
financial support to any agency if it is not obligated to do so by law. The
Select Bond Portfolio will invest in the securities of a particular agency only
when the investment adviser is satisfied that the credit risk with respect to
such agency is minimal.

The Select Bond Portfolio may also invest in interest rate futures
contracts and repurchase agreements. See "Financial Futures Contracts", p. 11
and "Repurchase Agreements and Warrants", p. 12.

Money Market Portfolio

The investment objective of the Money Market Portfolio is to realize
maximum current income to the extent consistent with liquidity and stability of
capital.

The assets of the Money Market Portfolio will be invested in money market
instruments and other debt securities with maturities generally not exceeding
one year. Such instruments may include the following:

<PAGE> 9

1. U.S. Treasury Bills and other obligations of or guaranteed by the U.S.
Government or its agencies;

2. obligations of or guaranteed by the Government of Canada or of a
Province of Canada or any instrumentality or political subdivision
thereof, provided such obligations do not exceed 10% of the Money
Market Portfolio's total assets;

3. obligations (including certificates of deposit, time deposits, or
bankers' acceptances) of U.S. or Canadian chartered banks having total
assets in excess of $1,000,000,000, U.S. branches of foreign banks
where said foreign banks have total assets in excess of
$10,000,000,000, and U.S. savings and loan associations having total
assets in excess of $1,000,000,000, and Eurodollar certificates of
deposit issued by foreign branches of U.S. banks where said banks have
total assets in excess of $1,000,000,000 (see "Eurodollar Certificates
of Deposit");

4. commercial paper, including variable amount master notes, having a
rating at the time of purchase within the two highest grades as
determined by Moody's Investors Service, Inc. (P-1 or P-2) or Standard
& Poor's Corporation (A-1 or A-2), or commercial paper or notes issued
by companies with an unsecured debt issue outstanding having a rating
at the time of purchase within the three highest grades as determined
by Moody's Investors Service, Inc. (Aaa, Aa, or A) or Standard & Poor's
Corporation (AAA, AA or A); and

5. publicly traded bonds, debentures and notes having a rating within
the four highest grades as determined by Moody's Investors Service,
Inc. (Aaa, Aa, A or Baa) or Standard & Poor's Corporation (AAA, AA, A
or BBB).

A glossary of the following terms is included in the Statement of
Additional Information: certificates of deposit, Eurodollar certificates of
deposit, time deposits, bankers' acceptances, variable amount master notes and
commercial paper. A description of the ratings provided by Moody's Investors
Service, Inc. and Standard & Poor's Corporation is also included in the
Statement of Additional Information.

The Money Market Portfolio will attempt to maximize its return by trading
to take advantage of changing money market conditions and trends. The Money
Market Portfolio will also trade to take advantage of what are believed to be
disparities in yield relationships between different money market instruments.
This procedure may increase or decrease the Portfolio's yield depending upon
management's ability to correctly time and execute such transactions. The Money
Market Portfolio intends to purchase only securities that mature within a year
except for securities which are subject to repurchase agreements. Accordingly,
the level of purchases will be relatively high. However, as transaction costs
on Money Market Portfolio investments are generally not substantial, the high
level of purchases will not adversely affect the Portfolio's net asset value or
net income.

U.S. Government and agency obligations held by the Money Market Portfolio
consist primarily of discounted or interest-bearing notes with average
maturities of ninety days or less. The Money Market Portfolio invests most
frequently in obligations of the following agencies of the U.S. Government:
Farm Credit System, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation and Federal National Mortgage Association. Obligations of some
agencies are supported by the full faith and credit of the U.S. Treasury,
others are supported by the right of the issuer to borrow from the Treasury,
others, such as those of the Federal National Mortgage Association, a private
corporation, are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations and others are supported only
by the credit of the agency. No assurance can be given that the U.S. Government
would provide financial support to any agency if it is not obligated to do so
by law. The Money Market Portfolio will invest in the securities of a
particular agency only when the investment adviser is satisfied that the credit
risk with respect to such agency is minimal.

The Money Market Portfolio may also invest in repurchase agreements. See
"Repurchase Agreements and Warrants", p. 12.

Balanced Portfolio

<PAGE> 10

The assets of the Balanced Portfolio will be invested in the following
three market sectors:

1. Common stock and other equity securities including the securities
in which the Index 500 Stock Portfolio invests.

2. Bonds and other debt securities with maturities generally exceeding
one year including the securities in which the Select Bond Portfolio
invests.

3. Money market instruments and other debt securities with maturities
generally not exceeding one year including the securities in which the
Money Market Portfolio invests.

The Balanced Portfolio will continuously adjust the mix of investments
among the three market sectors to capitalize on perceived variations in return
potential produced by the interaction of changing financial markets and
economic conditions. Not more than 75% of the Balanced Portfolio's net assets
may be invested in either the stock sector or the bond sector. Up to 100% of
the Balanced Portfolio's net assets may be invested in money market
instruments. No minimum percentage has been established for any of the sectors.
Major changes in investment mix may occur several times within a year or over
several years depending upon market and economic conditions. The Balanced
Portfolio's investment objective is supplemented by investment objectives and
policies for the stock, bond and money market sectors. These are presently
substantially identical to those which have been established for the Index 500
Stock, Select Bond and Money Market Portfolios.

Growth and Income Stock Portfolio

The investment objectives of the Growth and Income Stock Portfolio are
long-term growth of capital and income. The Portfolio seeks to achieve these
objectives consistent with reasonable investment risk. Ordinarily, the
Portfolio pursues its investment objectives by investing primarily in
dividend-paying common stock. The Portfolio may also invest in other equity
securities, consisting of, among other things, nondividend-paying common stock,
preferred stock, and securities convertible into common stock, such as
convertible preferred stock and convertible bonds, and warrants. The Portfolio
may also invest in American Depositary Receipts (ADRs).

The Portfolio is not subject to any limit on the size of companies in
which it may invest, but intends, under normal circumstances, to be fully
invested to the extent practicable in the large- and medium-sized companies
primarily included in the S&P 500 Index. The Portfolio is designed for
investors who want an actively managed equity portfolio of selected equity
securities that seeks to outperform the total return of the S&P 500 Index. In
managing the Portfolio, the potential for appreciation and dividend growth is
given more weight than current dividends. Nonetheless, the manager of the
Portfolio will normally strive for gross income for the Portfolio at a level
not less than 75% of the dividend income generated on the stocks included in
the S&P 500 Index, although this income level is merely a guideline and there
can be no certainty that this income level will be achieved.

The Portfolio does not seek to achieve its objective with any individual
investment security, but rather it aims to manage all of its assets in such a
way as to achieve its objective. The Portfolio attempts to reduce risk by
investing in many different economic sectors, industries and companies. The
manager of the Portfolio may under- or over-weight selected economic sectors
against the sector weightings of the S&P 500 Index to seek to enhance the
Portfolio's total return or reduce fluctuations in market value relative to the
S&P 500 Index. In selecting securities, the manager may emphasize securities
that it believes to be undervalued. Securities of a company may be undervalued
for a variety of reasons such as an overreaction by investors to unfavorable
news about a company, an industry or the stock markets in general; or as a
result of a market decline, poor economic conditions, tax-loss selling, or
actual or anticipated unfavorable developments affecting a company.

During ordinary market conditions, the Portfolio will be as fully invested
as practicable in the equity securities described above. The Portfolio may
enter into firm commitment agreements, purchase securities on a "when-issued"
basis, and invest in various foreign securities if U.S. exchange-listed. The
Portfolio may also invest in money market instruments, including U.S.
Government securities, short term bank obligations that are rated in the
highest two rating categories by Moody's Investors Service, Inc. or Standard &
Poor's Corporation, or, if unrated, are determined to be of equal quality by
the manager of the Portfolio, certificates of deposit, time deposits and
banker's acceptances issued by U.S. and foreign banks and savings and loan
institutions with assets of at least $500 million as of the end of their most
recent fiscal year; and commercial paper and corporate obligations, including
variable rate demand notes, that are issued by U.S. and foreign issuers and
that are rated in the highest two rating categories by Moody's Investors
Service, Inc. or Standard & Poor's Corporation, or if unrated, are determined
to be of equal quality by the manager

8
<PAGE> 11

of the Portfolio. A description of these ratings is included in the Statement
of Additional Information. Under normal circumstances, the Portfolio will
invest in such money market instruments to invest temporary cash balances or to
maintain liquidity to meet redemptions or expenses. The Portfolio may
also, however, invest in these instruments, without limitation, as a temporary
defensive measure taken during, or in anticipation of, adverse market
conditions.

Convertible bonds and other fixed income securities (other than money
market instruments) in which the Portfolio may invest will, at the time of
investment, be rated Baa or better by Moody's Investors Service, Inc. or BBB or
better by Standard & Poor's Corporation or, if not so rated, will be of
comparable quality as determined by the manager of the Portfolio. A
description of these ratings is included in the Statement of Additional
Information. In the event that an existing holding is downgraded below these
ratings, the Portfolio may nonetheless retain the security.

In pursuing its investment objective, the Portfolio may engage in the
purchase and writing of put and call options on securities and stock indexes
and may purchase or sell stock index futures contracts and options thereon.
These investment techniques may involve a greater degree of risk than those
inherent in more conservative investment approaches. See "Financial Futures
Contracts", p. 11 and the Statement of Additional Information for a description
of these techniques and their attendant risks.

Growth Stock Portfolio

The Growth Stock Portfolio invests primarily in common stocks of
well-established companies, with emphasis placed on high quality companies with
strong financial characteristics. The investment process is initiated with a
fundamental economic outlook. Further study of economic sectors leads to the
identification of growth-oriented industries, and to detailed studies of
individual companies. In evaluating individual companies, factors such as the
company management team, product outlook, global exposure, industry leadership
position, and financial characteristics are important variables used in the
analysis.

The market capitalization of companies the Portfolio may invest in is not
limited by size, but the Portfolio will generally invest in large- and
medium-sized companies. The aim of the Portfolio is to seek to reduce overall
risk by diversifying its assets in an appropriate manner. This diversification
will span economic sectors, industry groups, and companies, while emphasizing
high quality investments.

The Portfolio may invest in any of the securities in which the Growth and
Income Stock Portfolio or the Aggressive Growth Stock Portfolio may invest,
including, but not limited to, preferred stock, convertible bonds, short-term
commercial paper, and covered call options.

Portfolios emphasizing growth-oriented investments may experience above
average price volatility. An investment in the Growth Stock Portfolio can
present more risk than an investment in the Index 500 Stock Portfolio. The
Growth Stock Portfolio is designed for long-term investors seeking capital
appreciation.

Aggressive Growth Stock Portfolio

The assets of the Aggressive Growth Stock Portfolio will be invested
primarily in common stocks and other equity securities such as preferred stocks
and debt securities with conversion privileges or warrants. From time to time
assets may be invested in investment grade debt securities, short-term
commercial paper and United States Treasury obligations, or temporarily held in
cash uninvested for periods when the manager determines that economic
conditions call for such action. The Aggressive Growth Stock Portfolio may
also invest in covered call option contracts, stock index futures contracts,
including indexes on specific industries, repurchase agreements and warrants.
See "Financial Futures Contracts", p. 11 and "Repurchase Agreements and
Warrants", p. 12. A description of covered call options is included in the
Statement of Additional Information. Because the Aggressive Growth Stock
Portfolio will, for the most part, be investing in stocks which possess
substantial price volatility, an investment in the Aggressive Growth Stock
Portfolio will present more risk than an investment in the Growth Stock
Portfolio.

<PAGE> 12

High Yield Bond Portfolio

The investment objective of the High Yield Bond Portfolio is to achieve
high current income and capital appreciation.

The High Yield Bond Portfolio seeks to achieve its objective by investing
primarily in a diversified selection of fixed income securities rated Ba1 or
lower by Moody's Investors Service, Inc. or BB+ or lower by Standard & Poor's
Corporation. A description of the ratings provided by the major rating
agencies is included in the Statement of Additional Information. The
Portfolio may also invest in nonrated securities.

The securities in which the High Yield Bond Portfolio will invest are
considered speculative and are sometimes known as "junk bonds". These
securities tend to offer higher yields than higher rated securities of
comparable maturities because the historical financial condition of the issuers
of these securities is usually not so strong as that of other issuers. High
yield fixed income securities usually present greater risk of loss of income
and principal than higher rated securities. Investors in these securities
should carefully consider these risks and should understand that high yield
fixed income securities are not appropriate for short-term investment purposes.

The primary investment strategy of the High Yield Bond Portfolio is to
invest in industries or individual companies which have stable or improving
fundamental financial characteristics. The success of this strategy depends on
the manager's analytical and portfolio management skills. These skills are
more important in the selection of high yield/high risk securities than would
be the case with a portfolio of high quality bonds. In selecting securities
for the High Yield Bond Portfolio the manager will consider the ratings
assigned by the major rating agencies, but primary reliance will be placed on
the manager's evaluation of credit and market risk in relationship to the
expected rate of return.

The risk that the issuer of a fixed income security may fail to pay
principal and interest when due is referred to as "credit risk". Price
volatility caused by such factors as interest rate fluctuation, market
perceptions of an issuer's creditworthiness and general liquidity in the
financial market is "market risk". The value of the securities held by the
High Yield Bond Portfolio will be directly affected by the market perception of
the creditworthiness of the securities' issuers and will fluctuate inversely
with changes in interest rates. Lower rated securities are more likely to
react to developments affecting market and credit risk than are more highly
rated securities, which react primarily to movements in the general level of
interest rates. For example, because investors generally perceive that there
are greater risks associated with investing in medium or lower rated
securities, the yields and prices of such securities may tend to fluctuate more
than those of higher rated securities. Moreover, in the lower quality segments
of the fixed income securities market, changes in perception of the
creditworthiness of individual issuers tend to occur more frequently and in a
more pronounced manner than do changes in higher quality segments of the fixed
income securities market. The yield and price of medium to lower rated
securities therefore may experience greater volatility than is the case with
higher rated securities. The manager of the Portfolio seeks to reduce
volatility through careful evaluation of credit risk and market risk and
diversification of the Portfolio's investments.

The secondary market for high yield/high risk securities, which is
concentrated in relatively few market makers, may not be as liquid as the
secondary market for more highly rated securities. Under adverse market or
economic conditions, the secondary market for high yield/high risk securities
could contract further, independent of any specific adverse changes in the
condition of a particular issuer. As a result, the High Yield Bond Portfolio
could find it more difficult to sell such securities or may be able to sell the
securities only at prices lower than if such securities were widely traded.
Prices realized upon the sale of such lower rated securities therefore may be
less than the prices used in calculating the Portfolio's net asset value. In
the absence of readily available market quotations, high yield/high risk
securities will be valued by the Fund's Directors using a method that, in the
good faith belief of the Directors, accurately reflects fair value. Valuing
such securities in an illiquid market is a difficult task. The Directors'
judgment plays a more significant role in valuing such securities than those
securities for which more objective market data are available.

In addition to notes and bonds, the High Yield Bond Portfolio may invest
in preferred stocks and convertible securities, including warrants or other
equity securities issued as part of a fixed income offering. The Portfolio may
purchase put and call options, on individual securities as well as indexes, and
may write covered call and secured put options. A description of put and call
options is included in the Statement of Additional Information. The Portfolio
may invest available temporary cash in short-term obligations, including those
in which the Money Market Portfolio may invest. The Portfolio may invest more
substantially in such short-term obligations or in investment grade

<PAGE> 13

securities (rated Baa3 or higher by Moody's Investors Service, Inc. or BBB- or
higher by Standard & Poor's Corporation) when market conditions warrant a
more defensive investment posture.

The High Yield Bond Portfolio may invest in foreign securities consistent
with its investment objective. Some of the risks associated with investments
in foreign securities are briefly set forth in the description of the
International Equity Portfolio below. Such investments may be in United States
currency denominated debt issues or in debt securities in the currency of
other nations. The Portfolio may, but will not necessarily, attempt to hedge
its exposures by engaging in transactions in foreign currency futures
contracts. For a discussion of the risks involved in these contracts see
"Financial Futures Contracts", below.

International Equity Portfolio

The International Equity Portfolio seeks long-term capital growth through
a flexible policy of investing in stocks and debt obligations of companies and
governments outside the United States. In pursuit of its investment objective,
the Portfolio will invest at least 65% of its assets in securities of issuers
in at least three countries outside the United States. Any income realized
will be incidental. Although the Portfolio generally invests in common stocks,
it may also invest in preferred stocks and certain debt securities such as
convertible bonds which are rated in any category by Moody's Investors Service,
Inc. or Standard & Poor's Corporation or which are unrated by any rating
agency. See Appendix in the Statement of Additional Information for a
description of the ratings presented by Moody's Investors Service, Inc. and
Standard & Poor's Corporation.

For temporary defensive purposes, the Portfolio may invest without limit
in commercial paper, certificates of deposit, bank time deposits in the
currency of any nation, bankers acceptances, U.S. Government securities,
corporate debt obligations, and repurchase agreements with respect to these
securities.

The International Equity Portfolio may purchase and sell financial futures
contracts, stock index futures contracts, and foreign currency futures
contracts for hedging purposes only and not for speculation. It may engage in
such transactions only if the total contract value of the futures contracts
does not exceed 20% of the Portfolio's total assets. See "Financial Futures
Contracts", below.

The International Equity Portfolio has an unlimited right to purchase
securities in any foreign country, developed or underdeveloped. An investor
should consider carefully the risks involved in investing in securities issued
by companies and governments of foreign nations, which are in addition to the
usual risks inherent in domestic investments. There is the possibility of
expropriation, nationalization or confiscatory taxation, taxation of income
earned in foreign nations (including withholding taxes) or other taxes imposed
with respect to investments in foreign nations, foreign exchange controls
(which may include suspension of the ability to transfer currency from a given
country), default in foreign government securities, political or social
instability or diplomatic developments which could affect investments in
securities or issuers in those nations. These considerations generally are
more of a concern in developing countries, where the possibility of political
instability (including revolution) and dependence on foreign economic
assistance may be greater than in developed countries. Investments in
companies domiciled in developing countries therefore may be subject to
potentially higher risks than investments in developed countries.

In many countries there is less publicly available information about
issuers than is available in reports about companies in the United States.
Foreign companies are not generally subject to uniform accounting and auditing
and financial reporting standards, and auditing practices and requirements may
not be comparable to those applicable to United States companies. It may be
more difficult to obtain or enforce judgments obtained against foreign
entities. Commission rates in foreign countries, which are generally fixed
rather than subject to negotiation as in the United States, are likely to be
higher. Further, the settlement period of securities transactions in foreign
markets may be longer than in domestic markets. In many foreign countries
there is less government supervision and regulation of business and industry
practices, stock exchanges, brokers and listed companies than in the United
States. Foreign securities transactions may be subject to higher brokerage
costs than domestic securities transactions. Foreign securities often trade
with less frequency and volume than domestic securities and are therefore less
liquid and more volatile than securities of comparable domestic issuers. The
International Equity Portfolio may invest in Eastern Europe. This involves
special risks that are described in the Statement of Additional Information.

FINANCIAL FUTURES CONTRACTS

Each of the Portfolios (except the Select Bond, High Yield Bond and Money
Market Portfolios) may enter into stock index futures contracts, including
indexes on specific securities, as a hedge against changes in the market values

<PAGE> 14

of common stocks. The Select Bond, High Yield Bond, Balanced and International
Equity Portfolios may enter into interest rate futures contracts as a hedge
against changes in prevailing levels of interest rates. In both cases, the
purpose is to establish more definitely the effective return on securities held
or intended to be acquired by the Portfolios. The Portfolios' hedging may
include sales of futures as an offset against the effect of expected decreases
in stock values or increases in interest rates, and purchases of futures as an
offset against the effect of expected increases in stock values or decreases in
interest rates.

A Portfolio will not enter into a futures contract if, as a result
thereof, (i) the aggregate market value of all open futures positions would
exceed one-third of the Portfolio's total assets or (ii) the sum of the initial
margin deposits of all open futures positions (other than an offsetting
transaction) would be more than 5% of the Portfolio's total assets. More than
5% of the Portfolio's total assets may be committed to the aggregate of initial
and variation margin payments however. Furthermore, in order to be certain that
the Portfolio has sufficient assets to satisfy its obligations under a futures
contract, the Portfolio deposits cash or cash equivalents equal in value to the
market value of the futures contract in a segregated account for the Portfolio
with the Fund's custodian.

Financial futures prices are volatile and difficult to forecast and the
correlation between changes in prices of futures contracts and the securities
being hedged can be only approximate. A decision of whether, when and how to
hedge involves the exercise of skill and judgment, and even a well-conceived
hedge may be unsuccessful to some degree because of market behavior or
unexpected stock market or interest rate trends.

Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage. A relatively small price movement in a
futures contract may result in immediate and substantial loss, as well as gain,
to the investor. Thus, a purchase or sale of a futures contract may result in
losses in excess of the amount invested in the futures contract.

A description of financial futures contracts is included in the Statement
of Additional Information.

EURODOLLAR CERTIFICATES OF DEPOSIT

The Money Market, Balanced, Growth and Income Stock, Growth Stock and High
Yield Bond Portfolios may purchase Eurodollar certificates of deposit issued by
foreign branches of U.S. banks, but consideration will be given to their
marketability and possible restrictions on the flow of international currency
transactions. Investment in such securities involves considerations which are
not ordinarily associated with investing in domestic instruments, including
currency exchange control regulations, the possibility of expropriation,
seizure, or nationalization of foreign deposits, less liquidity and increased
volatility in foreign securities markets, and the impact of political, social
or diplomatic developments or the adoption of other foreign government
restrictions that might adversely affect the payment of principal and interest.
If the Fund were to invoke legal processes, it might encounter greater
difficulties abroad than in the United States.

- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS AND WARRANTS

Certain securities of each Portfolio may be subject to repurchase
agreements. Each of the Portfolios (except the Select Bond and Money Market
Portfolios) may also invest in warrants. A description of repurchase agreements
and warrants is included in the Statement of Additional Information.

INVESTMENT RESTRICTIONS

The significant investment restrictions common to all the Portfolios are
described below. The investment restrictions of a Portfolio may be changed only
with the approval of the majority of the Portfolio's shares outstanding. These
investment restrictions provide that each Portfolio will not:

1. Acquire more than 25% of any class of equity securities of any one
issuer.

2. With respect to at least 75% of the value of the total assets of
the Portfolio, invest more than 5% of the value of such assets in the
securities of any one issuer (except securities issued or guaranteed by
the U.S. Government or its agencies), or invest in more than 10% of the
outstanding voting securities of any one issuer.

3. Purchase the securities of any other investment company, except in
open-market transactions involving no commission or profit to a dealer
(other than the customary broker's commission) or in connection with

<PAGE> 15

mergers, consolidations or acquisitions of assets, in amounts not
exceeding 10% of the total assets of the Portfolio.

4. Invest more than 15% of the value of the total assets of the
Portfolio in securities which are restricted as to disposition under
federal securities laws and in other illiquid assets. For the Money
Market Portfolio the limit is 10%.

5. Invest more than 25% of the value of the total assets of the
Portfolio in securities of issuers in any one industry except for
investments by the Money Market Portfolio and the Balanced Portfolio in
U.S. Treasury Bills, other obligations of or guaranteed by the U.S.
Government or its agencies, certificates of deposit or bankers'
acceptances.

6. Make loans aggregating more than 10% of the total assets of the
Portfolio at any one time, provided that neither the purchase of a
portion of an issue of publicly distributed bonds, debentures, or other
debt securities, nor the purchase of short-term debt securities, is to
be considered as a loan.

Additional investment restrictions are included in the Statement of
Additional Information.

- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

The Board of Directors of the Fund is responsible for the administration
of the affairs of the Fund. The Fund's investment adviser is NMIS, a
wholly-owned subsidiary of Northwestern Mutual Life. NMIS' address is 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202. NMIS has served as investment
adviser to each of the mutual funds sponsored by Northwestern Mutual Life,
subject to the supervision and control of the boards of directors of the funds,
since their incorporation. NMIS provides investment advice and recommendations
regarding the purchase and sale of securities for the Fund's Portfolios.

Northwestern Mutual Life employs a full staff of investment personnel to
manage its investment assets. Northwestern Mutual Life's personnel and related
facilities are utilized by NMIS in performing its investment advisory
functions.

J. P. Morgan Investment Management, Inc. ("J. P. Morgan Investment"), a
Delaware corporation with principal offices at 522 Fifth Avenue, New York, New
York 10036, a wholly-owned subsidiary of J. P. Morgan & Co., is the sub-adviser
for the Growth and Income Stock Portfolio. Templeton Investment Counsel, Inc.
("Templeton Counsel"), a Florida corporation with principal offices at 500 East
Broward Boulevard, Ft. Lauderdale, Florida 33394, a wholly-owned indirect
subsidiary of Franklin Resources, Inc., is the sub-adviser for the
International Equity Portfolio. Each of the sub-advisers has been retained by
Northwestern Mutual Life and the Fund pursuant to an investment sub-advisory
agreement to provide investment advice and, in general, to conduct the
management investment program of the Portfolio, subject to the general control
of the Board of Directors of the Fund.

PORTFOLIO MANAGERS

Mark G. Doll, Senior Vice President of Northwestern Mutual Life, joined
Northwestern Mutual Life in 1972 and hold B.A. and M.B.A. degrees from the
University of Wisconsin-Milwaukee. He is a Chartered Financial Analyst. Mr.
Doll is responsible for the publicly traded investments of Northwestern Mutual
Life and for investment management of the Balanced Portfolio.

Patricia L. Van Kampen, Vice President of Common Stocks of Northwestern
Mutual Life, joined Northwestern Mutual Life in 1974. She holds a B.A. degree
from St. Norbert College and an M.B.A. from Marquette University, and is a
Chartered Financial Analyst. Ms. Van Kampen is responsible for all common
stock investments of Northwestern Mutual Life, and for investment management of
the Balanced Portfolio.

William R. Walker, Director of Common Stocks of Northwestern Mutual Life,
joined Northwestern Mutual Life in 1984. Prior to this, he worked for the
Chicago Board Options Exchange, the Milwaukee Company, and Armco Insurance.
Mr. Walker is a Chartered Financial Analyst, and holds a B.S. degree from
Marquette University and an M.B.A. from Miami of Ohio. He has primary
responsibility for the management of the Aggressive Growth Stock Portfolio, as
well as the small company portfolio of Northwestern Mutual Life.

Julie M. Van Cleave, Director of Common Stocks of Northwestern Mutual
Life, joined Northwestern Mutual Life in 1984 and holds B.A. and M.B.A. degrees
from the University of Wisconsin-Madison. Ms. Van Cleave is a

<PAGE> 16

Chartered Financial Analyst and has primary responsibility for the Growth Stock
Portfolio and the large company portfolio of Northwestern Mutual Life.

Steven P. Swanson, Vice President-Securities of Northwestern Mutual Life,
joined Northwestern Mutual Life in 1981. He received a B.A. degree from
Lawrence University and an M.B.A. from the University of Michigan. Mr.
Swanson is responsible for the High Yield Bond Portfolio and also manages the
high yield bond portfolio of Northwestern Mutual Life.

Timothy Doubek, Director-Public Fixed Income of Northwestern Mutual Life,
joined Northwestern Mutual Life in 1987. He received a B.A. degree from the
University of Wisconsin-Milwaukee and an M.B.A. from the University of
Michigan. Mr. Doubek is a Chartered Financial Analyst and has primary
investment responsibility for the Select Bond Portfolio, the fixed-income
securities of the Balanced Portfolio and various portfolios of Northwestern
Mutual Life.

Lisa Waller Oram, Vice President of J.P. Morgan Investment, joined J.P.
Morgan in 1982. She holds undergraduate and graduate degrees from the
University of Wisconsin-Madison. Ms. Oram is a Chartered Financial Analyst.
She has primary responsibility for the Growth and Income Stock Portfolio, and
also manages several pension fund and mutual fund accounts.

James E. Chaney, Senior Vice President, Equity Research and Portfolio
Management of Templeton Investment Counsel ("Templeton"), joined Templeton in
1991. Prior to this, Mr. Chaney worked for GE Investments, where he was Vice
President of International Equities. Mr. Chaney received a B.S. degree in
Engineering from the University of Massachusetts, an M.S. in Engineering from
Northwestern University, and an M.B.A. from Columbia University. He has
primary responsibility for the International Equity Portfolio, and manages
several other mutual funds and separate accounts. Mr. Chaney also has various
research responsibilities at Templeton.

INVESTMENT ADVISORY FEES AND OTHER EXPENSES

Each Portfolio pays a monthly fee for investment advisory services at an
annual rate based on the aggregate average daily net asset values of the
Portfolio. For the Index 500 Stock Portfolio the rate is .20%, and for the
Select Bond, Money Market and Balanced Portfolios the rate is .30%. For the
other Portfolios the rate for the investment advisory fee is graded by the
asset size of the Portfolio according to the following schedule:

<TABLE>
<CAPTION>
Portfolio First $50 Million Next $50 Million Excess
- --------- ----------------- ---------------- ------
<S> <C> <C> <C>
Growth and Income Stock .70% .60% .55%
Growth Stock .60% .50% .40%
Aggressive Growth Stock .80% .65% .50%
High Yield Bond .60% .50% .40%
International Equity .85% .65% .65%
</TABLE>

Of the amounts received by NMIS from the Fund, the sub-adviser for the
Growth and Income Stock Portfolio will be paid by NMIS at the annual rate of
.45% on the first $100 million of the Portfolio's assets, .40% on the next $100
million, .35% on the next $200 million and .30% on assets in excess of $400
million. For the International Equity Portfolio the sub-adviser will be paid
by NMIS at the annual rate of .50% of the Portfolio's assets, reduced to .40%
on assets in excess of $100 million.

The following table shows the annual expenses for each of the Portfolios,
as a percentage of the average net assets of the Portfolio, based on 1995
operations for the Portfolios and their predecessors:

<TABLE>
<CAPTION>
Portfolio Investment Advisory Fee Other Expenses Total Expenses
- --------- ----------------------- -------------- --------------
<S> <C> <C> <C>
Index 500 Stock .20% .01% .21%
Select Bond .30% .00% .30%
Money Market .30% .00% .30%
Balanced .30% .00% .30%
Growth and Income Stock .65% .04% .69%
</TABLE>

<PAGE> 17

<TABLE>
<CAPTION>
Portfolio Investment Advisory Fee Other Expenses Total Expenses
- --------- ----------------------- -------------- --------------
<S> <C> <C> <C>
Growth Stock .58% .03% .61%
Aggressive Growth Stock .55% .01% .56%
High Yield Bond .60% .05% .65%
International Equity .68% .17% .85%
</TABLE>

CAPITAL STOCK

The Fund was incorporated in Maryland on December 22, 1983.

The Fund issues a separate class of capital stock for each Portfolio. Each
share of capital stock issued with respect to a Portfolio has a pro rata
interest in the assets of that Portfolio and has no interest in the assets of
any other Portfolio. Each share of capital stock is entitled to one vote on all
matters submitted to a vote of shareholders. Shares of a Portfolio will be
voted separately, however, on matters affecting only that Portfolio, including
approval of the Investment Advisory Agreement and changes in fundamental
investment policies of a Portfolio. The assets of each Portfolio are charged
with the liabilities of the Portfolio and their proportionate share of the
general liabilities of the Fund based on the relative asset size of the
Portfolios at the time the liabilities are incurred. All shares may be redeemed
for cash at any time.

All of the outstanding shares of each Portfolio are owned of record by
Northwestern Mutual Life. Shares of each Portfolio are presently being offered
only to Northwestern Mutual Life and its separate investment accounts used for
variable annuity contracts and variable life insurance policies. The shares
held in connection with certain of the separate investment accounts are voted
by Northwestern Mutual Life in accordance with instructions received from the
owners of the variable annuity contracts and variable life insurance policies.
The shares held by Northwestern Mutual Life as general assets are voted by
Northwestern Mutual Life in the same proportions as the shares held in
connection with these separate investment accounts. If applicable laws,
regulations or interpretations change so as to permit Northwestern Mutual Life
to vote the Fund shares in its own discretion, it may elect to do so.

As stated above, the shares of the Fund are offered to separate investment
accounts to fund both variable life insurance policies and variable annuity
contracts. Because of differences in tax treatment or other considerations it
is possible that the interests of variable life insurance policyowners, owners
of variable annuity contracts or owners of other contracts that may participate
in the Fund in the future might at some time be in conflict. The Board of
Directors of the Fund will monitor for any material conflicts and determine
what action, if any, should be taken. Northwestern Mutual Life has agreed to
be responsible, at its cost, to remedy or eliminate any irreconcilable material
conflict up to and including establishing a new registered management
investment company and segregating the assets underlying the variable annuity
contracts and variable life insurance policies.

There are no material pending legal proceedings to which the Fund is a
party.

TAXES AND DIVIDENDS

Each Portfolio is qualified or intends to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code. It is the
Fund's policy to comply with the provisions of the Code regarding distribution
of investment income and capital gains so as to relieve each Portfolio from
all, or substantially all, Federal taxes. Each Portfolio expects to distribute
all or substantially all net investment income and net capital gains, if any,
from the sale of investments.

Shareholders of each Portfolio are entitled to receive such dividends from
net investment income and distributions of net capital gains as the Directors
of the Fund may declare. Dividends from net investment income and net capital
gains will be declared for the Index 500 Stock, Select Bond, Balanced, Growth
and Income Stock, Growth Stock, Aggressive Growth Stock, High Yield Bond and
International Equity Portfolios annually, and for the Money Market Portfolio on
each business day.

Net investment income of each Portfolio will be determined at the close of
trading on the New York Stock Exchange on each day during which the Exchange is
open for trading. Net investment income of each Portfolio consists of:

<PAGE> 18

1. all dividends, interest income and discount earned by the Portfolio
(including original issue and market discount) and

2. net short-term capital gain less

3. all expenses of the Portfolio.

OFFERING AND REDEMPTION OF SHARES

Shares of capital stock of each Portfolio of the Fund are offered and
redeemed at their net asset value as next determined following receipt of a
purchase order or tender for redemption without the addition of any selling
commission or "sales load" or any redemption charge. The redemption price may
be more or less than the shareholder's cost.

Equity securities listed on a stock exchange are valued at the closing
sale price or, if no sale took place, the closing bid price. Stock index
futures contracts and interest rate futures contracts are valued at the closing
settlement price on the commodities exchange. Debt securities with maturities
generally exceeding one year are valued on the basis of valuations furnished by
Interactive Data Corporation. Money market instruments with maturities
exceeding 60 days but generally not exceeding one year are valued by marking to
market, except for the Money Market Portfolio. Debt securities with remaining
maturities of 60 days or less, and all debt securities of the Money Market
Portfolio, are valued on an amortized cost basis or, if the current market
value differs substantially from the amortized cost, by marking to market. All
other assets are valued at their fair value as determined in good faith by the
Directors. Net asset value is determined as of the close of trading on the New
York Stock Exchange on each day during which the Exchange is open for trading.
In accordance with the requirements of the Investment Company Act of 1940 the
Portfolios will also determine the net asset value of their shares on any other
day on which there is sufficient trading to materially affect the value of
their securities.

A more detailed discussion of asset valuation methods is included in the
Statement of Additional Information.

16
<PAGE> 19
NORTHWESTERN MUTUAL
SERIES FUND, INC.

--------------------------------------

CROSS REFERENCE SHEET

Cross reference sheet showing location in Statement of
Additional Information required by the Items in Part B of Form
N-1A.

Heading in Statement
Item Number of Additional Information
----------- ----------------------------------

10 Cover Page

11 Table of Contents

12 Name Change of the Fund

13 Investment Policies

14 Management of the Fund

15 Ownership of Shares of the Fund

16 Investment Advisory and
Other Services

17 Portfolio Transactions and
Brokerage Allocation and Other
Practices

18 Capital Stock

19 Purchase, Redemption and
Pricing of Shares

20 Taxes and Dividends

21 *

22 Calculation of Yield Quota-
tions of Money Market Portfolio

23 Report of Independent Accountants,
Financial Statements and
Schedules of Investments

- ---------------
* Indicates inapplicable or negative

<PAGE> 20

------------------------------------------------------

NORTHWESTERN MUTUAL
SERIES FUND, INC.
Consisting of
Index 500 Stock Portfolio
Select Bond Portfolio
Money Market Portfolio
Balanced Portfolio
Growth and Income Stock Portfolio
Growth Stock Portfolio
Aggressive Growth Stock Portfolio
High Yield Bond Portfolio
International Equity Portfolio

------------------------------------------------------

This Statement of Additional Information is not a
prospectus but supplements and should be read in conjunction
with the Prospectus for the Fund. A copy of the Prospectus
may be obtained from The Northwestern Mutual Life Insurance
Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, telephone number (414) 271-1444.
-------------------------------------------------------------------

The date of the Prospectus to which this Statement of
Additional Information Relates is April 30, 1996.

The date of this Statement of Additional Information is
April 30, 1996.

B-1

<PAGE> 21

TABLE OF CONTENTS

<TABLE>
<CAPTION>
CROSS-REFERENCE TO
PAGE PAGE IN PROSPECTUS
<S> <C> <C>
Investment Policies B-3 5
Investment Restrictions B-3 12
Repurchase Agreements B-4 12
Financial Futures Contracts B-4 11
Covered Call Option Contracts B-11 -
Reverse Repurchase Agreements B-12 -
Warrants B-12 12
Asset-Backed and Variable Rate Securities B-12 -
Short-Term Trading B-13 -
Firm Commitment Agreements and "When-Issued" B-13 -
Securities
Private Placement Transactions B-13 13
and Illiquid Assets
Risk Factors for the International
Equity Portfolio B-14 11
Portfolio Turnover B-16 -
Management of the Fund B-17 13
Ownership of Shares of the Fund B-19 15
Investment Advisory and Other Services B-21 13
Portfolio Transactions and B-24 -
Brokerage Allocation and Other Practices
Capital Stock B-25 15
Purchase, Redemption and Pricing of B-26 16
Shares
Taxes and Dividends B-29 15
Calculation of Yield Quotations of B-29 5
the Money Market Portfolio
Name Change of the Fund B-29 -
Appendix A B-30 6
Appendix B B-36 7
Report of Independent Accountants B-37 3
Financial Statements and Schedules B-38 3
of Investments
</TABLE>

B-2

<PAGE> 22

INVESTMENT POLICIES

INVESTMENT RESTRICTIONS

The investment restrictions not listed in the Prospectus and generally
common to the Index 500 Stock, Select Bond, Money Market, Balanced, Growth and
Income Stock, Growth Stock, Aggressive Growth Stock, High Yield Bond and
International Equity Portfolios of the Fund ("Portfolios") are described
below. The investment restrictions of the Portfolios numbered 1-8 below are
"fundamental policies" and may be changed only with the approval of the
majority of the Portfolio's shares outstanding. These investment restrictions
provide that each Portfolio will not:

1. Invest for the purpose of influencing management or
exercising control, but freedom of action is reserved with respect
to exercise of voting rights in respect of each Portfolio's
securities.

2. Purchase any security on margin, but each Portfolio may
obtain such short-term credits as are necessary for the clearance of
purchases and sales of securities.

3. Make short sales of securities.

4. Act as a securities underwriter for other issuers, but each
Portfolio may purchase securities under circumstances where, if the
securities are later publicly offered or sold by the Portfolio, it
might be deemed to be an underwriter for purposes of the Securities
Act of 1933.

5. Purchase or sell real estate. However, each Portfolio may
invest in securities issued by companies, including real estate
investment trusts, which invest in real estate or interests therein.

6. Invest in commodities or commodity contracts. However, each
Portfolio (except the Select Bond, Money Market and High Yield Bond
Portfolios) may invest in stock index futures contracts, including
indexes on specific industries, and the Select Bond, High Yield
Bond, International Equity and Balanced Portfolios may invest in
interest rate futures contracts in accordance with their investment
objectives and policies. The International Equity and High Yield
Bond Portfolios may invest in foreign currency futures contracts.

7. Issue senior securities or borrow money except for short-term
credits as may be necessary for the clearing of transactions and
except for temporary purposes to the extent of 5% of the total
assets of the Portfolio. Reverse repurchase agreements and
financial futures contracts are not considered to be "senior
securities" or "borrowing money" for the purpose of this
restriction.

8. Make loans to persons who intend to use the proceeds for
non-business purposes or to companies which (including predecessors)
have been in business for less than three years. Repurchase
agreements are not considered to be "loans" for the purpose of this
restriction.

B-3

<PAGE> 23

As a non-fundamental investment policy, which may be changed by the
Board of Directors without shareholder approval, the International Equity
Portfolio will not invest more than 15% of its total assets in securities of
foreign issuers which are not listed on a recognized United States or foreign
securities exchange.

REPURCHASE AGREEMENTS

Each of the Portfolios may invest in repurchase agreements. A
repurchase agreement customarily obligates the seller at the time it sells
securities to the Portfolio to repurchase the securities at a mutually agreed
upon time and price. The total amount received on repurchase would be
calculated to exceed the price paid by the Portfolio, reflecting an agreed upon
market rate of interest for the period from the time of the repurchase
agreement to the settlement date, and would not necessarily be related to the
interest rate on the underlying securities. The differences between the total
amount to be received upon repurchase of the securities and the price which was
paid by the Portfolio upon their acquisition is accrued as interest and is
included in the Portfolio's net income declared as dividends. Each Portfolio
intends to limit repurchase agreements to transactions with financial
institutions having total assets in excess of $1,000,000,000 and with
broker-dealers. Securities subject to repurchase agreements shall be limited
to obligations of or guaranteed by the U.S. Government or its agencies or by
the Government of Canada or of a Province of Canada or any instrumentality or
political subdivision thereof, certificates of deposit of banks or commercial
paper which meets the criteria for other commercial paper in which the
Portfolio may invest. A Portfolio will not invest more than 10% of its total
assets in repurchase agreements which have maturities of more than seven days
and will not invest in repurchase agreements with maturities of over 30 days.
Under no circumstances will a Portfolio enter into a repurchase agreement with
The Northwestern Mutual Life Insurance Company ("Northwestern Mutual Life").

Each Portfolio has the right to sell securities subject to repurchase
agreements but would be required to deliver identical securities upon maturity
of the repurchase agreement unless the seller fails to pay the repurchase
price. It is each Portfolio's intention not to sell securities subject to
repurchase agreements prior to the agreement's maturity. To the extent that
the proceeds from any sale upon a default in the obligation to repurchase were
less than the repurchase price, the Portfolio would suffer a loss. The
Portfolio might also incur disposition costs in connection with liquidating its
collateral and, if bankruptcy proceedings are commenced with respect to the
seller, realization upon the collateral by the Portfolio may be delayed or
limited and a loss may be incurred if the collateral securing the repurchase
agreement declines in value during the bankruptcy proceedings. To minimize the
possibility of losses due to the default or bankruptcy of the seller, the Fund
has adopted standards of creditworthiness for all broker-dealers with which the
Fund enters into repurchase agreements and will review compliance by such
broker-dealers periodically.

FINANCIAL FUTURES CONTRACTS

The Index 500 Stock, Balanced, Growth and Income Stock, Growth Stock,
Aggressive Growth Stock, and International Equity Portfolios may invest in
stock index futures contracts, including indexes on specific industries, and
the Select Bond, High Yield Bond, International Equity and Balanced Portfolios
may invest in interest rate futures contracts. The following describes the
stock index and interest rate futures markets and the manner in which the
Portfolios will implement the policy.

B-4

<PAGE> 24

Use. The Portfolios, as identified above, may enter into stock index
futures contracts as a hedge against changes in the market values of common
stocks and may enter into interest rate futures contracts as a hedge against
changes in prevailing levels of interest rates. In both cases, the purpose is
to establish more definitely the effective return on securities held or
intended to be acquired by the Portfolios. The Portfolios' hedging may include
sales of futures as an offset against the effect of expected decreases in stock
values or increases in interest rates, and purchases of futures as an offset
against the effect of expected increases in stock values or decreases in
interest rates.

The Portfolios will not enter into financial futures contracts for
speculation, and will only enter into futures contracts that are traded on
national futures exchanges and are standardized as to maturity date and
underlying securities. Currently, stock index futures contracts can be
purchased or sold with respect to the Standard and Poor's 500 Stock Index on
the Chicago Mercantile Exchange, the New York Stock Exchange Composite Index on
the New York Futures Exchange and the Value Line Stock Index on the Kansas City
Board of Trade. The principal interest rate futures exchanges in the United
States are the Chicago Board of Trade, the Chicago Mercantile Exchange and the
New York Futures Exchange. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission.

The Portfolios will incur brokerage commissions in connection with
transactions in futures contracts.

Description. A stock index futures contract is an agreement whereby one
party agrees to take and another party agrees to make delivery of an amount of
cash equal to a specified dollar amount times the difference between the stock
index value at the close of the last trading day of the contract and the price
at which the futures contract is originally struck. A stock index assigns
relative values to the common stocks included in the index, and the index
fluctuates with changes in the market values of the common stocks included. No
physical delivery of the underlying stocks in the index is made.

Currently, stock index futures contracts covering the stock market as a
whole and covering certain industries are being traded. It is expected that
futures contracts covering stock indexes of additional industries will
eventually be traded.

An interest rate futures contract is an agreement whereby one party agrees
to sell and another party agrees to purchase a specified amount of a specified
financial instrument (debt security) at a specified price at a specified date,
time and place. Although interest rate futures contracts typically require
actual future delivery of and payment for financial instruments, the contracts
are usually closed out before the delivery date.

A public market exists in interest rate futures contracts covering
primarily the following financial instruments: U.S. Treasury bonds; U.S.
Treasury notes; Government National Mortgage Association (GNMA) modified
pass-through mortgage-backed securities; three-month U.S. Treasury bills;
90-day

B-5

<PAGE> 25

commercial paper; bank certificates of deposit; and Eurodollar certificates of
deposit. It is expected that futures contracts trading in additional financial
instruments will be authorized. The standard contract size is $100,000 for
futures contracts in U.S. Treasury bonds, U.S. Treasury notes and GNMA
pass-through securities and $1,000,000 for the other designated contracts.

It is each Portfolio's policy to close out open futures contracts before
delivery. Closing out an open futures contract sale or purchase is effected by
entering into an offsetting futures contract purchase or sale, respectively,
for the same aggregate amount of the stock index or the financial instrument
and the same delivery date. If the offsetting purchase price is less than the
original sale price, the Portfolio realizes a gain, and if it is more, the
Portfolio realizes a loss. Conversely, if the offsetting sale price is more
than the original purchase price, the Portfolio realizes a gain, and if it is
less, the Portfolio realizes a loss. The transaction costs must also be
included in these calculations. There can be no assurance, however, that the
Portfolio will be able to enter into an offsetting transaction with respect to
a particular contract at a particular time. If the Portfolio is not able to
enter into an offsetting transaction, the Portfolio will continue to be
required to maintain the margin deposits on the contract.

As an example of an offsetting transaction, the contractual obligations
arising from the sale of one contract of September Treasury Bills on an
exchange may be fulfilled at any time before delivery of the contract is
required (i.e., on a specified date in September, the "delivery month") by the
purchase of one contract of September Treasury Bills on the same exchange. In
such instance the difference between the price at which the futures contract
was sold and the price paid for the offsetting purchase, after allowance for
transaction costs, represents the profit or loss to the Portfolio.

Persons who trade in futures contracts may be broadly classified as
"hedgers" and "speculators." Hedgers, such as the Portfolios, whose business
activity involves investment or other commitment in equity and debt securities
or other obligations, use the financial futures markets primarily to offset
unfavorable changes in value that may occur because of fluctuations in the
value of the securities or obligations held or expected to be acquired by them.

The speculator, like the hedger, generally expects neither to deliver nor
to receive the security underlying the futures contract, but unlike the hedger,
hopes to profit from fluctuations in prevailing stock market values or interest
rates.

Each Portfolio's futures transactions will be entered into for traditional
hedging purposes--that is, futures contracts will be sold to protect against a
decline in the price of securities that the Portfolio owns, or futures
contracts will be purchased to protect the Portfolio against an increase in the
price of securities it intends to purchase. As evidence of this hedging
intent, each Portfolio expects that approximately 75% of such futures contract
purchases will be "completed"; that is, upon sale (offsetting) of these long
contracts, equivalent amounts of related securities will have been or are then
being purchased by the Portfolio in the cash market.

Margin. Initial margin is the amount of funds that must be deposited by a
Portfolio with its broker in order to initiate futures trading. An initial
margin deposit is intended to assure the Portfolio's performance of the futures
contract. The margin required for a particular futures contract is set by the
exchange on which the contract is traded and may range upward from less than 5%
of the value of the contract being traded.

B-6

<PAGE> 26

Variation margin is the amount of subsequent payments that must be made to
and from the broker to maintain the Portfolio's open position in the futures
contracts. Variation margin payments are made on a daily basis as the price of
the underlying stock index or financial instrument fluctuates. If the value of
the open futures position changes (by increase, in the case of a sale, or by
decrease, in the case of a purchase) so that the loss on the futures contract
reaches a point at which the margin on deposit does not satisfy margin
requirements, the broker will require the Portfolio to make a variation margin
payment in the amount of the insufficiency. However, if the value of a
position increases because of favorable price changes in the futures contract
so that the margin deposit exceeds the required margin, the Portfolio will
promptly demand payment by the broker of variation margin in the amount of the
excess. All variation margin payments received by the Portfolio will be held
by the Fund's custodian in a separate account for the Portfolio.

In computing net asset value daily each Portfolio will mark to market the
current value of its open futures contracts. Each Portfolio expects to earn
interest income on its initial margin deposits.

Example of Purchase of Stock Index Futures Contract. A Portfolio might
purchase a stock index futures contract when it anticipates a significant
market or market sector advance and wishes to participate in such advance at a
time when the Portfolio is not fully invested, for example, because the
Portfolio has not selected the individual stocks which it wishes to purchase.
The Portfolio would be endeavoring to eliminate the effect of all or part of an
expected increase in the market price of the stocks that the Portfolio may
purchase at a later date.

For example, assume that the prices of certain stocks that the Portfolio
may later purchase tend to move in concert with the Standard and Poor's 500
Stock Index. The Portfolio wishes to attempt to fix the purchase price of its
anticipated stock investment until the time (three months in this example) when
it may purchase the stock. Assume the stock has a market price of 125 and the
Portfolio believes that, because of an anticipated advance in the stock market,
the price will have risen in three months. The Portfolio might enter into
futures contract purchases of the Standard and Poor's 500 Stock Index for a
price of 125. If the market price of the stock should increase from 125 to
130, the futures market price for the Standard and Poor's 500 Stock Index might
also increase, e.g., from 125 to 130. In that case, the five-point increase in
the price that the Portfolio would have to pay for the stock would be offset by
the five-point gain realized by closing out the futures contract purchase.

If the Portfolio should be mistaken in its forecast of market values, and
the stock index should decline below 125, the market value of the stocks being
hedged would presumably decline. Unless the Portfolio would purchase the
stocks for the decreased price, the Portfolio would realize a loss on the sale
of the futures contract which would not be offset by the price decrease.

Example of Sale of Stock Index Futures Contract. The Portfolio might sell
stock index futures contracts in anticipation of a general market or market
sector decline that may adversely affect the market values of the stocks held
by the Portfolio. The Portfolio would be endeavoring to substantially reduce
the risk of a decline in the value of its stocks without selling the stocks
with resultant transaction costs.

For example, assume that the market price of certain stocks held by the
Portfolio tend to move in concert with the Standard and Poor's 500 Stock Index.
The stock currently has a market value of 125, which the Portfolio believes
will decline because of an anticipated decline in the stock market. The
Portfolio

B-7

<PAGE> 27

wishes to attempt to fix the current market value of the stock until some time
in the future. The Portfolio might enter into a futures contract sale of the
Standard and Poor's 500 Stock Index at a price of 125. If the market price of
the stock should decline from 125 to 120, the futures market price of the
Standard and Poor's 500 Stock Index might also decline, e.g. from 125 to 120.
In that case the five-point loss in the market value of the stock would be
offset by the five-point gain realized by closing out the futures contract. The
futures market price of the Standard and Poor's 500 Stock Index might decline
to more or less than 120 because of the imperfect correlation with the prices
of the stocks hedged.

If the Portfolio should be mistaken in its forecast of the stock market,
and the futures market price of the Standard and Poor's 500 Stock Index should
increase above 125, the market price of the stock would increase. The benefit
of this increase would be offset by the loss realized on closing out the
futures contract sale.

Example of Purchase of Interest Rate Futures Contract. The Portfolio
might purchase an interest rate futures contract when it wishes to defer for a
time a fully invested position in longer term securities, for example, in order
to continue holding shorter term securities with higher yields. The Portfolio
would be endeavoring to eliminate the effect of all or part of an expected
increase in market price of the longer term bonds that the Portfolio may wish
to purchase at a later date.

For example, assume that the market price of a type of longer term bonds
that the Portfolio may later purchase, currently yielding 10%, tends to move in
concert with futures market prices of long-term U.S. Treasury bonds. The
Portfolio wishes to attempt to fix the purchase price (and thus the 10% yield)
of its anticipated longer term bond investment until the time (four months away
in this example) when it may purchase the bond. Assume the longer term bond
has a market price of 100, and the Portfolio believes that, because of an
anticipated decline in interest rates, the price will have risen (and
correspondingly the yield will have declined) in four months. The Portfolio
might enter into futures contract purchases of Treasury bonds for a price of
98. At the same time, the Portfolio would purchase, for example at 100, or
continue to hold, shorter term securities that are either maturing in four
months or are earmarked by the Portfolio for sale in four months. Assume these
short-term securities are yielding 15%. If the market price of the longer term
bond should increase from 100 to 105, the futures market price for Treasury
bonds might also increase, e.g., from 98 to 103. In that case, the five-point
increase in the price that the Portfolio would have to pay for the longer term
bond would be offset by the five-point gain realized by closing out the futures
contract purchase.

If the Portfolio should be mistaken in its forecast of interest rates, and
the futures market price of the U.S. Treasury obligation should decline below
98, the market price of the security being hedged would presumably decline. If
short-term rates at the same time fall to 10% or below, it is likely that the
Portfolio would follow through with its anticipated purchases of longer term
bonds, as the market price of available longer term bonds would have decreased.
The benefit of this price decrease, and thus the yield increase, would be
offset by the loss realized on closing out the futures contract purchase.

Example of Sale of Interest Rate Futures Contract. The Portfolio might
sell an interest rate futures contract in order to maintain the income derived
from its continued holding of a long-term security while endeavoring to avoid
part or all of the loss in market value that would otherwise accompany a
decline

B-8

<PAGE> 28

in prices of longer term securities because of an increase in prevailing
interest rates.

For example, assume that the market price of a certain longer term
security held by the Portfolio tends to move in concert with the futures market
prices of long-term U.S. Treasury bonds. The security has a current market
price of 100, which the Portfolio believes will decline because of an
anticipated rise in interest rates. The Portfolio wishes to attempt to fix the
current market value of this security until some point in the future. The
Portfolio might enter into a futures contract sale of Treasury bonds at a price
of 98. If the market value of the security should decline from 100 to 95, the
futures market price of Treasury bonds might also decline, e.g., from 98 to 93.
In that case, the five-point loss in the market value of the security would be
offset by the five-point gain realized by closing out the futures contract
sale. The futures market price of Treasury bonds might decline to more or less
than 93 because of the imperfect correlation with the prices of the securities
hedged.

If the Portfolio should be mistaken in its forecast of interest rates, and
the futures market price of the U.S. Treasury obligation should increase above
98, the market price of the securities, including the security being hedged,
would increase. The benefit of this increase would be offset by the loss
realized on closing out the futures contract sale.

Risks. Financial futures prices are volatile and difficult to forecast.
Stock index futures prices reflect the market values of the stocks included in
the index, while interest rate futures contracts are influenced, among other
things, by changes in prevailing interest rates and anticipation of future
interest rate changes. The factors influencing interest rate futures prices
are in turn affected by government fiscal and monetary policies and actions,
and national and international political and economic events, while stock
market values are also influenced by corporate management policies, consumer
demand, competition, sources of raw materials and supplies and government
regulation.

At best, the correlation between changes in prices of futures contracts
and the securities being hedged can be only approximate. The degree of
imperfection of correlation depends upon circumstances, such as: variations in
speculative market demand for futures and for equity or debt securities,
including technical influences in futures trading, and differences between the
securities being hedged and the instruments underlying the standard futures
contracts available for trading. A decision of whether, when and how to hedge
involves the exercise of skill and judgment, and even a well-conceived hedge
may be unsuccessful to some degree because of market behavior or unexpected
stock market or interest rate trends.

Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the futures contract is deposited as initial margin, a 10%
decrease in the value of the futures contract would result in a total loss of
the initial margin deposit before any deduction for the transaction costs, if
the account were then closed out, and 15% decrease would result in a loss equal
to 150% of the initial margin deposit. Thus, a purchase or sale of a futures
contract may result in losses in excess of the amount invested in the futures
contract. However, the Portfolio would presumably have sustained comparable
losses if, instead of the futures contract, it had invested in the underlying
security. Furthermore, in order to be certain that the Portfolio has
sufficient assets to satisfy its obligations when it purchases a futures
contract, the Portfolio

B-9

<PAGE> 29

deposits cash or cash equivalents equal in value to the market value of the
futures contract in a segregated account for the Portfolio with the Fund's
custodian.

Most United States interest rate futures exchanges and the Chicago
Mercantile Exchange limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades
may be made on that day at a price beyond that limit. The daily limit governs
only price movement during a particular trading day and therefore does not
limit potential losses because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.

Foreign Currency Futures. The International Equity and High Yield Bond
Portfolios have the authority to deal in forward foreign exchange between
currencies of the different countries in which the Portfolio will invest as a
hedge against possible variations in the foreign exchange rate between these
currencies. This is accomplished through contractual agreements to purchase or
sell a specified currency at a specified future date and price set at the time
of the contract. The Portfolios' dealings in forward foreign exchange will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is the purchase or sale of forward foreign
currency with respect to specific receivables or payables of the Portfolio
arising from the purchase and sale of portfolio securities, the sale and
redemption of shares of the Portfolio, or the payment of dividends and
distributions by the Portfolio. Position hedging is the sale of forward
foreign currency with respect to portfolio security positions denominated or
quoted in such foreign currency. The International Equity and High Yield Bond
Portfolios will not speculate in forward foreign exchange.

Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage. As a result, a relatively small price

B-10

<PAGE> 30

movement in a futures contract may result in immediate and substantial
loss, as well as gain, to the investor. For example, if at the time of
purchase, 10% of the value of the futures contract is deposited as initial
margin, a 10% decrease in the value of the futures contract would result in a
total loss of the initial margin deposit before any deduction for the
transaction costs, if the account were then closed out, and a 15% decrease
would result in a loss equal to 150% of the initial margin deposit. Thus, a
purchase or sale of a futures contract may result in losses in excess of the
amount invested in the futures contract. However, the Portfolio would
presumably have sustained comparable losses if, instead of the futures
contract, it had invested in the underlying security. Furthermore, in order to
be certain that the Portfolio has sufficient assets to satisfy its obligations
when it purchases a futures contract, the Portfolio deposits cash or cash
equivalents equal in value to the market value of the futures contract in a
segregated account with the Fund's custodian.

Federal Income Tax Treatment. For Federal income tax purposes, each
Portfolio is required to recognize as income for each taxable year its net
unrealized gains and losses on futures contracts as of the end of the year as
well as those actually realized during the year. Any gain or loss recognized
with respect to a futures contract is considered to be 60% long-term and 40%
short-term, without regard to the holding period of the contract. In the case
of a futures transaction classified as a "mixed straddle," the recognition of
losses may be deferred to a later taxable year.

In order for each Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income, i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities. Any net gain realized from the closing out of futures contracts,
for purposes of the 90% requirement, is considered gain from the sale of
securities and therefore is qualifying income. In addition, gains realized on
the sale or other disposition of securities held for less than three months
must be limited to less than 30% of the Portfolio's annual gross income.
Consequently, in order for the Portfolio to avoid realizing a gain within a
three-month period, the Portfolio may be required to defer the closing out of a
contract beyond the time when it would otherwise be advantageous to do so.

COVERED CALL OPTION CONTRACTS

The Index 500 Stock, Balanced, Growth and Income Stock, Growth Stock,
Aggressive Growth Stock and High Yield Bond Portfolios may engage in writing
covered call option contracts--options on securities owned by the
Portfolios--and may purchase call options only to close out a position acquired
through the writing of such options. Any option written or purchased by a
Portfolio must be

B-11

<PAGE> 31

listed on a domestic exchange. A covered call option gives the purchaser of the
option the right to purchase the underlying security at a fixed exercise price
at any time prior to the expiration of the option, regardless of the market
price of the security during the option period. As consideration for the
option the purchaser pays the Portfolio a premium which the Portfolio retains
whether or not the option is exercised. A covered call option will benefit a
Portfolio if, over the option period, the underlying security declines in value
or does not appreciate above the aggregate value of the exercise price and the
premium. However, a Portfolio risks a loss of profits if the underlying
security appreciates above the aggregate value of the exercise price and the
premium.

The Portfolios may also close out a position acquired through writing a
call option by purchasing a call option on the same security with the same
exercise price and expiration date as the call option which it has previously
written on the security. Thus, when a security subject to a call option is
sold from a Portfolio (i.e., to protect the Portfolio from possible
depreciation of the security), the Portfolio will purchase a call option on the
security to close out the existing call option. Depending on the premium of
the contract, a Portfolio will realize a profit or a loss on the transaction.
Option transactions may increase a Portfolio's transaction costs and turnover
rate and will be initiated only where appropriate to achieve a Portfolio's
investment objectives.

REVERSE REPURCHASE AGREEMENTS

The Money Market and Balanced Portfolios may enter into reverse repurchase
agreements with banks and broker-dealers. Such agreements involve the sale of
money market securities held by a Portfolio pursuant to an agreement to
repurchase the securities at an agreed upon price, date and interest payment.
The Portfolio will use the proceeds of reverse repurchase agreements to
purchase other money market securities which either mature, or can be sold
under an agreement to resell, at or prior to the expiration of the reverse
repurchase agreement. A Portfolio will utilize reverse repurchase agreements
when the interest income to be earned from the investment of proceeds from the
transaction is greater than the interest expense of the reverse repurchase
transaction. When effecting reverse repurchase transactions, a Portfolio will
hold securities of a dollar amount equal in value to the securities subject to
the reverse repurchase agreement in a segregated account. Amounts subject to
reverse repurchase agreements are also subject to a 300% asset coverage
requirement. If such amounts in the aggregate exceed this asset coverage
requirement, the Portfolio would be obligated within three days to reduce such
amounts to meet the requirement. Under no circumstances will a Portfolio enter
into a reverse repurchase agreement with Northwestern Mutual Life.

WARRANTS

The Index 500 Stock, Balanced, Growth and Income Stock, Growth Stock,
Aggressive Growth Stock and High Yield Bond Portfolios may invest in warrants.
No Portfolio intends to invest more than 2% of its net assets in warrants that
are not listed on a national securities exchange. In no event will a
Portfolio's investment in warrants exceed 5% of its net assets. (A warrant is
a right to buy a certain security at a set price during a certain time period.)

ASSET-BACKED AND VARIABLE RATE SECURITIES

Consistent with its investment objectives and policies, the Money Market
Portfolio may invest in asset-backed and variable rate securities.

B-12

<PAGE> 32

Asset-backed securities represent fractional interests in pools of retail
installment loans or revolving credit receivables. These assets are generally
held by a special purpose trust and payments of principal and interest, or
interest only, are passed through or paid through monthly or quarterly to
certificate holders. Payments may be guaranteed up to certain amounts by
letters of credit issued by a financial institution affiliated or unaffiliated
with the trustee or originator of the trust. Underlying receivables are
generally subject to prepayment, which may reduce the overall return to
certificate holders. Nevertheless, for asset-backed securities, principal
repayment rates tend not to vary much with interest rates and the short- term
nature of the underlying loans or other receivables tends to dampen the impact
of any change in the prepayment level. Certificate holders may also experience
delays in payment on the certificates if the full amounts due on underlying
sales contracts or other receivables are not realized by the trust because of
unanticipated legal or administrative costs of enforcing the contracts, or
because of depreciation or damage to the collateral securing certain contracts,
or other factors.

Variable rate securities bear rates of interest that are adjusted
periodically or which "float" continuously according to formulae intended to
minimize fluctuations in values of the instruments. For the Money Market
Portfolio, the Fund determines the maturity of variable rate securities in
accordance with Securities and Exchange Commission rules that allow the Fund to
consider certain of such instruments as having maturities less than the
maturity date on the instrument.

SHORT-TERM TRADING

Each Portfolio will generally not engage in short-term trading (purchases
and sales within seven days).

FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES

Each Portfolio may enter into firm commitment agreements for the purchase
of securities at an agreed upon price on a specified future date. A Portfolio
may purchase new issues of securities on a "when-issued" basis, whereby the
payment obligation and interest rate on the instruments are fixed at the time
of the transaction. Such transactions might be entered into, for example, when
the manager of a Portfolio anticipates a decline in the yield of securities of
a given issuer and is able to obtain a more advantageous yield by committing
currently to purchase securities to be issued or delivered later.

A Portfolio will not enter into such a transaction for the purpose of
investment leverage. Liability for the purchase price - and all the rights and
risks of ownership of the securities - accrue to the Portfolio at the time it
becomes obligated to purchase such securities, although delivery and payment
occur at a later date. Accordingly, if the market price of the security should
decline, the effect of the agreement would be to obligate the Portfolio to
purchase the security at a price above the current market price on the date of
delivery and payment. During the time the Portfolio is obligated to purchase
such securities it will maintain in a segregated account U.S. Government
securities, high-grade debt obligations, or cash or cash equivalents of an
aggregate current value sufficient to make payment for the securities.

PRIVATE PLACEMENT TRANSACTIONS AND ILLIQUID ASSETS

Each Portfolio may invest up to 15% of its total assets in securities
acquired in private placement transactions and other illiquid assets. For the
Money Market Portfolio the limit is 10%. For the purpose of determining each

B-13

<PAGE> 33

Portfolio's net asset value, these assets will be valued at their fair value as
determined in good faith by the Fund's Directors. If a Portfolio should have
occasion to sell an investment in restricted securities at a time when the
market for such investments is unfavorable, a considerable period may elapse
between the time when the decision to sell it is made and the time when the
Portfolio will be able to sell the investment, with a possible adverse effect
upon the amount to be realized from the sale.

Notwithstanding these limitations a Portfolio may purchase securities
which, though not registered under the Securities Act of 1933 (the "1933 Act"),
are eligible for purchase and sale pursuant to Rule 144A under the 1933 Act.
Rule 144A permits unregistered securities to be traded among qualified
institutional investors, including the Portfolios. Rule 144A securities that
are determined to be liquid are not subject to the limitations on illiquid
assets. The Fund's investment adviser, Northwestern Mutual Investment
Services, Inc., determines and monitors the liquidity status of each Rule 144A
security in which a Portfolio invests, subject to supervision and oversight by
the Board of Directors of the Fund. The investment adviser takes into account
all of the factors which may have a material bearing on the ability of the
Portfolio to dispose of the security in seven days or less, at a price
reasonably consistent with the value used to determine the Portfolio's net
asset value per share, including the following factors: (1) the frequency and
volume of trades , (2) the number and sources of price quotes, (3) the number,
and identity, of dealers willing to purchase or sell the issue, and the number
and identity of other potential purchasers, (4) any dealer undertakings to make
a market in the security, (5) the nature of the security, and (6) the nature of
the market in which the issue is traded, including the time typically required
to make trades, the methods of soliciting offers and the mechanics of transfer.

RISK FACTORS FOR THE INTERNATIONAL EQUITY PORTFOLIO

The International Equity Portfolio has an unlimited right to purchase
securities in any foreign country, developed or developing, if they are listed
on an exchange, as well as a limited right to purchase such securities if they
are unlisted. Investors should consider carefully the risks involved in
securities of companies and governments of foreign nations, which are in
addition to the usual risks inherent in domestic investments.

Investments in companies domiciled in developing countries may be subject
to potentially higher risks than investments in developed countries. These
risks include (i) less social, political and economic stability; (ii) the small
current size of the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) certain national policies which may restrict
the Portfolio's investment opportunities, including restrictions on investment
in issuers or industries deemed sensitive to national interests; (iv) foreign
taxation; (v) the absence of developed structures governing private or foreign
investment or allowing for judicial redress for injury to private property;
(vi) the absence, until recently in certain Eastern European countries, of a
capital market structure or market-oriented economy; and (vii) the possibility
that recent favorable economic developments in Eastern Europe may be slowed or
reversed by unanticipated political or social events in such countries.

Despite the recent dissolution of the Soviet Union, the Communist Party
may continue to exercise a significant role in certain Eastern European
countries. To the extent of the Communist Party's influence, investments in
such countries may involve risks of nationalization, expropriation and
confiscatory taxation. The communist governments of a number of Eastern
European countries expropriated

B-14

<PAGE> 34

a large amount of private property in the past, in many cases without
adequate compensation, and there can be no assurance that such expropriation
will not occur in the future. In the event of such expropriation, the
International Equity Portfolio could lose a substantial portion of any
investments it has made in the affected countries. Further, no accounting
standards exist in Eastern European countries. Finally, even though certain
Eastern European currencies may be convertible into U.S. dollars, the
conversion rates may be artificial to the actual market values and may be
adverse to the Portfolio's shareholders.

There may be less publicly available information about foreign companies
comparable to the reports and ratings published about companies in the United
States. Foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards, and auditing practices and
requirements may not be comparable to those applicable to United States
companies. Foreign markets have substantially less volume than the New York
Stock Exchange, and securities of some foreign companies are less liquid and
more volatile than securities of comparable United States companies.
Commission rates in foreign countries, which are generally fixed rather than
subject to negotiation as in the United States, are likely to be higher. In
many foreign countries there is less government supervision and regulation of
stock exchanges, brokers and listed companies than in the United States.

The International Equity Portfolio endeavors to buy and sell foreign
currencies on as favorable a basis as practicable. Some price spread on
currency exchange (to cover service charges) may be incurred, particularly when
the Portfolio changes investment from one country to another or when proceeds
of the sale of shares in U.S. dollars are used for the purchase of securities
in foreign countries. Also, some countries may adopt policies which would
prevent the Portfolio from transferring cash out of the country or withhold
portions of interest and dividends at the source, or impose other taxes with
respect to the Portfolio's investments in securities of issuers of that
country. There is the possibility of expropriation, nationalization or
confiscatory taxation, foreign exchange controls (which may include suspension
of the ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.

The International Equity Portfolio may be affected either unfavorably or
favorably by fluctuations in the relative rates of exchange between the
currencies of different nations, by exchange control regulations and by
indigenous economic and political developments. Through the Portfolio's
flexible policy, the Portfolio's manager endeavors to avoid unfavorable
consequences and to take advantage of favorable developments in particular
nations where from time to time it places the Portfolio's investments. The
exercise of this flexible policy may include decisions to purchase securities
with substantial risk characteristics and other decisions such as changing the
emphasis on investments from one nation to another and from one type of
security to another. Some of these decisions may later prove profitable and
others may not. No assurance can be given that profits, if any, will exceed
losses.

The Directors of the Fund consider at least annually the likelihood of the
imposition by any foreign government of exchange control restrictions which
would affect the liquidity of the Portfolio's assets maintained with custodians
in foreign countries, as well as the degree of risk from political acts of
foreign governments to which such assets may be exposed. They also consider
the degree of risk involved through the holding of portfolio securities in
domestic and foreign securities depositories. However, in the absence of
willful misfeasance, bad faith or gross negligence on the part of the
Portfolio's investment adviser,

B-15

<PAGE> 35

or reckless disregard of its obligations and duties under the Investment
Advisory Agreement, any losses resulting from the holding of the Portfolio's
portfolio securities in foreign countries and/or with securities depositories
will be at risk of the shareholders. No assurance can be given that the
Directors' appraisal of the risks will always be correct or that such exchange
control restrictions or political acts of foreign governments might not occur.

The International Equity Portfolio may enter into a contract for the
purchase or sale of a security denominated in a foreign currency and may enter
into a forward foreign currency contract ("forward contract") in order to "lock
in" the U.S. dollar price of the security. In addition, when the Portfolio's
manager believes that the currency of a particular foreign country may suffer
or enjoy a substantial movement against another currency, it may enter into a
forward contract to sell or buy the amount of the former foreign currency,
approximating the value of some or all of the Portfolio's portfolio securities
denominated in such foreign currency. The projection of short-term currency
market movement is extremely difficult, and the successful execution of a
short-term hedging strategy is highly uncertain.

It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of the contract. Accordingly, it may be
necessary for the Portfolio to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Portfolio is obligated
to deliver and if a decision is made to sell the security and make delivery of
the foreign currency. Conversely, it may be necessary to sell on the spot
market some of the foreign currency received upon the sale of the portfolio
security if its market value exceeds the amount of foreign currency the
Portfolio is obligated to deliver.

If the Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio will incur a gain or a loss to the extent
that there has been movement in forward contract prices. If the Portfolio
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Portfolio entering into a forward contract for
the sale of a foreign currency and the date it enters into an offsetting
contract for the purchase of the foreign currency, the Portfolio will realize a
gain to the extent the price of the currency it has agreed to sell exceeds the
price of the currency it has agreed to purchase. Should forward prices
increase, the Portfolio will suffer a loss to the extent the price of the
currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell.

PORTFOLIO TURNOVER

Portfolio turnover may vary from year to year or within a year depending
upon economic, market and business conditions. The annual portfolio turnover
rates of the Portfolios cannot be accurately predicted. It is anticipated that
the annual portfolio turnover rate for the Index 500 Stock Portfolio will not
exceed 2% and that the rate for the High Yield Bond Portfolio will not exceed
140%. For the other Portfolios, it is anticipated that the rate will not
exceed 100%. Short-term debt securities are excluded in the calculation of
portfolio turnover rates. U.S. Government securities are included in the
calculation of portfolio turnover rates.

For years 1994 and 1995, the portfolio turnover rates were:

B-16

<PAGE> 36

<TABLE>
<CAPTION>
Portfolio Turnover Rate 1995 1994
- ------------------------------------------------------- ----------------- -------
<S> <C> <C>

Index 500 Stock Portfolio 3.19% 5.59%
Select Bond Portfolio 69.06% 108.00%
Balanced Portfolio 37.28% 42.35%
Growth and Income Stock Portfolio 80.00% 54.18%
Growth Stock Portfolio 46.83% 16.51%
Aggressive Growth Stock Portfolio 37.84% 21.54%
High Yield Bond Portfolio 116.57% 119.48%
International Equity Portfolio 26.71% 10.97%
</TABLE>

The annual portfolio turnover rate of each Portfolio is the lesser of
purchases or sales of the Portfolio's securities for the year stated as a
percentage of the average value of the Portfolio's assets.

MANAGEMENT OF THE FUND

The following is a list of the Directors and Officers of the Fund together
with a brief description of their principal occupations during the past five
years.

James D. Ericson, President and Director*
720 East Wisconsin Avenue
Milwaukee, WI 53202

Trustee of Northwestern Mutual Life; President and Chief
Executive Officer of Northwestern Mutual Life since 1993; President
and Chief Operating Officer from 1991 to 1993; prior thereto,
President

Stephen N. Graff, Director
777 East Wisconsin Avenue
Milwaukee, WI 53202

Retired Partner, Arthur Andersen & Co. (Public Accountants)
since 1994; Senior Partner, 1993-1994; prior thereto, Managing
Partner - Milwaukee, WI office

Martin F. Stein, Director
1800 East Capitol Drive
Milwaukee, WI 53211

Chairman of the Board of EyeCare One Corporation (retail sales
of eyewear)

John K. MacIver, Director
100 East Wisconsin Avenue
Milwaukee, WI 53202

Partner, Michael Best & Friedrich, Attorneys at Law

B-17

<PAGE> 37

William J. Blake, Director
1105 North Waverly Place
Milwaukee, WI 53202

Chairman, Blake Financial Corporation (real estate investments
and venture capital)

Mark G. Doll, Vice President and Treasurer
720 East Wisconsin Avenue
Milwaukee, WI 53202

Senior Vice President of Northwestern Mutual Life since 1996;
Senior Vice President and Treasurer, 1995; prior thereto, Vice
President and Treasurer. President of Northwestern Mutual
Investment Services, Inc.

Patricia L. Van Kampen, Vice President-Investments
720 East Wisconsin Avenue
Milwaukee, WI 53202

Vice President-Common Stocks of Northwestern Mutual Life;
Vice President-Common Stocks of Northwestern Mutual Investment
Services, Inc.

Thomas A. Carroll, Vice President-Investments
720 East Wisconsin Avenue
Milwaukee, WI 53202

Director of Common Stocks of Northwestern Mutual Life; Vice
President-Common Stocks of Northwestern Mutual Investment Services,
Inc.

William R. Walker, Vice President-Investments
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Director of Common Stocks of Northwestern Mutual Life since
1993; Associate Director of Common Stocks from 1992 to 1993; prior
thereto, Investment Officer

Julie M. Van Cleave, Vice President-Investments
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Director of Common Stocks of Northwestern Mutual Life since
1993; Associate Director of Common Stocks from 1992 to 1993; prior
thereto, Investment Officer

Steven P. Swanson, Vice President-Investments
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Vice President-Securities of Northwestern Mutual Life since
1994; prior thereto, Director-Securities

B-18

<PAGE> 38

Timothy Doubek, Vice President-Investments
720 East Wisconsin Avenue
Milwaukee, WI 53202

Director-Public Fixed Income of Northwestern Mutual Life since
1996; Associate Director from 1993-1995; Investment Officer from
1991 to 1992; Prior thereto, Senior Investment Specialist

Merrill C. Lundberg, Secretary
720 East Wisconsin Avenue
Milwaukee, WI 53202

Assistant General Counsel of Northwestern Mutual Life;
Secretary of Northwestern Mutual Investment Services, Inc.

Gary E. Long, Controller
720 East Wisconsin Avenue
Milwaukee, WI 53202

Vice President and Controller of Northwestern Mutual Life

* Directors identified with an asterisk are "interested persons" as defined
in Section 2(a)(19) of the Investment Company Act of 1940.

John K. MacIver has served as a Director since February 2, 1984. William J.
Blake has served as a Director since March 9, 1988. James D. Ericson has
served as a Director since April 27, 1994. Stephen N. Graff and Martin F.
Stein have served as Directors since March 29, 1995.

OWNERSHIP OF SHARES OF THE FUND

All of the outstanding shares of the Fund are held by Northwestern Mutual
Life for its General Account and for its separate investment accounts used for
variable annuity contracts and variable life income policies. Additional
shares are being offered only to Northwestern Mutual Life and the separate
investment accounts.

The following tables show the allocation of shares of the Portfolios of
the Fund among the General Account and Northwestern Mutual Variable Life
Account as of March 31, 1996.

INDEX 500 STOCK PORTFOLIO

<TABLE>
<S> <C> <C>
NML Variable Annuity Account A 37,342,364 shares ( 12.2%)
NML Variable Annuity Account B 206,318,901 shares ( 67.4%)
NML Variable Annuity Account C 39,990,138 shares ( 13.1%)
Variable Life Account 22,426,573 shares ( 7.3%)
General Account 0 shares ( 0.0%)
Total 306,077,976 shares (100.0%)

</TABLE>

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<PAGE> 39

SELECT BOND PORTFOLIO

<TABLE>
<S> <C> <C>
NML Variable Annuity Account A 21,651,664 shares ( 12.9%)
NML Variable Annuity Account B 128,227,750 shares ( 76.6%)
NML Variable Annuity Account C 13,509,710 shares ( 8.1%)
Variable Life Account 4,106,392 shares ( 2.4%)
General Account 0 shares ( 0.0%)
Total 167,495,516 shares (100.0%)

MONEY MARKET PORTFOLIO

NML Variable Annuity Account A 20,652,562 shares ( 14.9%)
NML Variable Annuity Account B 97,907,901 shares ( 70.8%)
NML Variable Annuity Account C 11,767,704 shares ( 8.5%)
Variable Life Account 7,978,709 shares ( 5.8%)
General Account 0 shares ( 0.0%)
Total 138,306,876 shares (100.0%)

BALANCED PORTFOLIO

NML Variable Annuity Account A 158,558,733 shares ( 12.2%)
NML Variable Annuity Account B 1,003,546,728 shares ( 77.2%)
NML Variable Annuity Account C 83,155,696 shares ( 6.4%)
Variable Life Account 54,769,591 shares ( 4.2%)
General Account 0 shares ( 0.0%)
Total 1,300,030,748 shares (100.0%)

GROWTH AND INCOME STOCK PORTFOLIO

NML Variable Annuity Account A 7,619,000 shares ( 6.0%)
NML Variable Annuity Account B 79,657,653 shares ( 62.5%)
NML Variable Annuity Account C 4,885,391 shares ( 3.8%)
Variable Life Account 8,090,902 shares ( 6.4%)
General Account 27,063,822 shares ( 21.3%)
Total 127,316,768 shares (100.0%)

GROWTH STOCK PORTFOLIO

NML Variable Annuity Account A 4,349,269 shares ( 5.6%)
NML Variable Annuity Account B 39,629,848 shares ( 50.6%)
NML Variable Annuity Account C 2,409,806 shares ( 3.1%)
Variable Life Account 5,709,519 shares ( 7.3%)
General Account 26,205,618 shares ( 33.4%)
Total 78,304,060 shares (100.0%)

AGGRESSIVE GROWTH STOCK PORTFOLIO

NML Variable Annuity Account A 21,386,584 shares ( 9.6%)
NML Variable Annuity Account B 170,599,690 shares ( 76.9%)
NML Variable Annuity Account C 22,403,676 shares ( 10.1%)
Variable Life Account 7,590,800 shares ( 3.4%)
General Account 0 shares ( 0.0%)
Total 221,980,750 shares (100.0%)
</TABLE>

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<PAGE> 40

HIGH YIELD PORTFOLIO

<TABLE>
<S> <C> <C>
NML Variable Annuity Account A 2,539,823 shares ( 4.3%)
NML Variable Annuity Account B 24,195,579 shares ( 40.9%)
NML Variable Annuity Account C 1,045,039 shares ( 1.8%)
Variable Life Account 2,055,898 shares ( 3.5%)
General Account 29,228,083 shares ( 49.5%)
Total 59,064,422 shares (100.0%)

INTERNATIONAL EQUITY PORTFOLIO

NML Variable Annuity Account A 24,027,422 shares ( 9.0%)
NML Variable Annuity Account B 207,531,566 shares ( 77.5%)
NML Variable Annuity Account C 23,936,055 shares ( 8.9%)
Variable Life Account 12,173,431 shares ( 4.6%)
General Account 0 shares ( 0.0%)
Total 267,668,474 shares (100.0%)
</TABLE>

The shares held in connection with certain of the separate investment
accounts are voted by Northwestern Mutual Life in accordance with instructions
received from owners of variable annuity contracts and variable life insurance
policies. The shares held in its General Account are voted by Northwestern
Mutual Life 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 Life to vote the Fund shares in its own
discretion, it may elect to do so.

INVESTMENT ADVISORY AND OTHER SERVICES

The Fund's investment adviser, Northwestern Mutual Investment Services,
Inc. ("NMIS"), is a wholly-owned subsidiary of Northwestern Mutual Life. The
adviser provides investment advice and recommendations regarding the purchase
and sale of securities for the Portfolios and the selection of brokers pursuant
to Investment Advisory Agreements (the "Agreements"). Each Agreement provides
that the adviser will also provide certain services and pay the expenses of the
Fund for certain other administrative services, office space 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 for services rendered by the custodian, legal counsel
and auditors; costs of Federal registrations of Fund shares; expenses of
meetings and reports; taxes; and brokerage and other expenses directly related
to portfolio transactions.

For acting as investment adviser and for providing such services and
paying such expenses the adviser is paid a monthly fee at the annual rates set
forth in the prospectus for the respective Portfolios. The Fund also pays all
interest charges, brokerage commissions, taxes and extraordinary expenses
incurred in connection with the operation of the Fund. Expenses paid by the
Fund are charged to the Portfolios to which the expenses relate.

For the fiscal years ended December 31, 1994 and 1995, NMIS received
$6,547,005 and $13,247,019, respectively, for its services as investment
adviser to the Fund.

B-21

<PAGE> 41

"Northwestern Mutual Life" is the name and service mark of The
Northwestern Mutual Life Insurance Company and the right of the Fund to use the
name and mark is subject to the consent of Northwestern Mutual Life. Under the
Agreement providing such consent, the Fund recognizes the prior rights of
Northwestern Mutual Life in the name and mark, agrees that use of the name and
mark by the Fund will inure to the benefit of Northwestern Mutual Life and
agrees that its right to use the name and mark can be terminated by
Northwestern Mutual Life and will automatically be terminated if at any time
NMIS ceases to be the investment adviser to the Fund or if NMIS ceases to be a
subsidiary of Northwestern Mutual Life.

Templeton Investment Counsel, Inc. ("Templeton Counsel"), a Florida
corporation with principal offices at 500 East Broward Boulevard, Ft.
Lauderdale, Florida 33394 has been retained under an investment sub-advisory
agreement to provide investment advice and, in general, to conduct the
management investment program of the International Equity Portfolio, subject to
the general control of the Board of Directors of the Fund. Templeton Counsel
is a wholly-owned indirect subsidiary of Franklin Resources, Inc. Certain
clients of Templeton Counsel may have investment objectives and policies
similar to those of the International Equity Portfolio. Templeton Counsel may,
from time to time, make recommendations which result in the purchase or sale of
a particular security by its other clients simultaneously with the
International Equity Portfolio. If transactions on behalf of more than one
client during the same period increase the demand for securities being
purchased or the supply of securities being sold, there may be an adverse
effect on price. It is the policy of Templeton Counsel to allocate advisory
recommendations and the placing of orders in a manner which is deemed equitable
by Templeton Counsel to the accounts involved, including the International
Equity Portfolio. When two or more of the clients of Templeton Counsel
(including the International Equity Portfolio) are purchasing the same 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 NMIS, compensation at the annual rate of .50% of
the average net assets of the International Equity Portfolio, reduced to .40%
on assets in excess of $100 million.

J.P. Morgan Investment Management Inc. ("J.P. Morgan Investment"), 522
Fifth Avenue, New York, New York 10036, provides investment advisory services
to the Growth and Income Stock Portfolio, pursuant to an investment
sub-advisory agreement. For the services provided, NMIS pays J.P. Morgan
Investment a fee at the annual rate of .45% on the first $100 million of the
Portfolio's assets, .40% on the next $100 million, .35% on the next $200
million and .30% on assets in excess of $400 million.

J.P. Morgan Investment is an investment manager for corporate, public, and
union employee benefit funds, foundations, endowments, insurance companies,
government agencies and the accounts of other institutional investors. A
wholly owned subsidiary of J.P. Morgan & Co. Inc., J.P. Morgan Investment was
incorporated in the state of Delaware on February 7, 1984 and commenced
operations on July 2, 1984. It was formed from the Institutional Investment
Group of Morgan Guaranty Trust Company of New York, also a subsidiary of J.P.
Morgan & Co. Inc.

Morgan acquired its first tax-exempt client in 1913 and its first pension
account in 1940. Assets under management have grown to over $112 billion.
With offices in London and Singapore, J.P. Morgan Investment draws from a
worldwide resources base to provide comprehensive service to an international
group of clients. Investment management activities in Japan, Australia, and
Germany are carried out by affiliates, Morgan Trust Bank in Tokyo, J.P. Morgan
Investment

B-22

<PAGE> 42

Management Australia Limited in Melbourne, and J.P. Morgan Investment GmbH in
Frankfurt.

J.P. Morgan Investment currently provide investment advisory services to
the following investment companies: Global Money Fund, International Growth
Fund, and Growth and Income Fund of Sierra Trust Funds, Global Money Fund and
International Growth Fund of The Sierra Variable Trust, Frank Russell Equity Q
Fund and Frank Russell Quantitative Equity Fund of Frank Russell Investment
Co., Preferred Fixed Income Fund and Preferred Money Market Fund of Caterpillar
Investment Management Ltd., AST Money Market Fund of American Skandia Life
Investment Management Inc., Benham European Government Bond Fund, and Equity
Income Series and Multi-Strategy Series of Pacific Select Fund.

Northwestern Mutual Life is the licensee under a License Agreement with
Standard & Poor's Corporation, dated as of November 30, 1990, relating to the
Fund as well as certain other mutual funds sponsored by Northwestern Mutual
Life. The following disclaimers and limitations are included in accordance
with the requirements of the License Agreement:

The Fund is not sponsored, endorsed, sold or promoted by Standard &
Poor's ("S&P"), a division of McGraw-Hill, Inc. Corporation, and none of
the Portfolios of the Fund is so sponsored, endorsed, sold or promoted.
S&P makes no representation or warranty, express or implied, to the
owners of the Fund or any of its Portfolios or any member of the public
regarding the advisability of investing in securities generally or in the
Fund or any of its Portfolios particularly or the ability of the S&P 500
Index to track general stock market performance. S&P's only relationship
to the Licensee is the licensing of certain trademarks and trade names of
S&P and of the S&P 500 Index which is 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 its
Portfolios into consideration in determining, composing or calculating
the S&P 500 Index. S&P is not responsible for and has not participated
in the determination of the timing of, prices at, or quantities of the
Fund or any of its Portfolio to be issued or in the determination or
calculation of the equation by which the Fund or any of its Portfolios is
to be converted 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 OF THE
S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
LICENSEE, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT
TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The custodian for the Index 500 Stock, Aggressive Growth Stock and
Balanced Portfolio is The Chase Manhattan Bank, N.A., One Chase Manhattan
Plaza, New York, New York 10081. The custodian for the Select Bond, High Yield
Bond, Money Market, Growth Stock and Growth and Income Stock Portfolios is
Bankers Trust Company, 16 Wall Street, New York, New York 10015. The custodian
for the International Equity Portfolio is Brown Brothers Harriman & Co., 40
Water Street,

B-23
<PAGE> 43

Boston, Massachusetts 02109. The custodians maintain custody of securities and
other assets of the respective Portfolios and perform certain services in
connection with the purchase, sale, exchange and pledge of securities of the
Portfolios. Canadian Imperial Bank of Commerce, Commerce Court, Ontario, Canada
M5L 1A2 provides custodial services for the Fund in Canada.

Price Waterhouse LLP, 100 East Wisconsin Avenue, Suite 1500, Milwaukee,
Wisconsin 53202, is the independent public accountant of the Fund and performs
auditing services for the Fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION AND OTHER PRACTICES

There is generally no stated commission in the case of fixed-income
securities, which are traded in the over-the-counter markets, but the price
paid by the Fund usually includes an undisclosed dealer commission or mark-up.
In underwritten offerings, the price paid by the Fund includes a disclosed,
fixed commission or discount retained by the underwriter or dealer.
Transactions on U.S. stock exchanges and other agency transactions involve the
payment by the Fund of negotiated brokerage commissions. Such commissions vary
among different brokers. Also, a particular broker may charge different
commissions according to such factors as the difficulty and size of the
transaction. In the case of securities traded on some foreign stock exchanges,
brokerage commissions may be fixed and the investment adviser or sub-adviser
may be unable to negotiate commission rates for these transactions.

The investment adviser, or sub-adviser in the case of the Growth and
Income Stock and International Equity Portfolios, places all orders for the
purchase and sale of portfolio securities, options, and futures contracts for
each Portfolio through a substantial number of brokers and dealers or futures
commission merchants. In executing transactions, the investment adviser or
sub-adviser will attempt to obtain the best net results for the Portfolio,
taking into account such factors as price (including the applicable brokerage
commission or dollar spread), size of order, the nature of the market for the
security, the timing of the transaction, the reputation, experience and
financial stability of the broker-dealer involved, the quality of the service,
the difficulty of execution and operational facilities of the firms involved,
and the firm's risk in positioning a block of securities. In transactions on
stock exchanges in the United States, payments of brokerage commissions are
negotiated. In effecting purchases and sales of portfolio securities in
transactions on United States stock exchanges for the account of the Fund, the
investment adviser or sub-adviser may pay higher commission rates than the
lowest available when the investment adviser or sub-adviser believes it is
reasonable to do so in light of the value of the brokerage and research
services provided by the broker effecting the transaction, as described below.
In the case of securities traded on some foreign stock exchanges, brokerage
commissions may be fixed and the investment adviser or sub-adviser may be
unable to negotiate commission rates for these transactions. In the case of
securities traded on the over-the-counter markets, there is generally no stated
commission, but the price includes an undisclosed commission or markup.

Some securities considered for investment by the Fund's Portfolios may
also be appropriate for other clients served by the investment adviser or
sub-adviser. If a purchase or sale of securities consistent with the
investment policies of a Portfolio and one or more of these clients served by
the investment adviser or sub-adviser is considered at or about the same time,
transactions in such securities will be allocated among the Portfolios and
clients in a manner deemed fair and reasonable by the investment adviser or
sub-adviser. Although there is

B-24

<PAGE> 44

no specified formula for allocating such transactions, the various allocation
methods used by the investment adviser or sub-adviser, and the results of such
allocations, are subject to periodic review by the Fund's investment adviser
and directors.

It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive research services from broker-dealers which execute portfolio
transactions for the clients of such advisers. Consistent with this practice,
the investment adviser or sub-adviser may receive research services from many
broker-dealers with which the investment adviser or sub-adviser places
portfolio transactions. These services, which in some cases may also be
purchased for cash, include such matters as general economic and security
market reviews, industry and company reviews, evaluations of securities and
recommendations as to the purchase and sale of securities. Some of these
services may be of value to the investment adviser or sub-adviser in advising
its various clients (including the Portfolios), although not all of these
services are necessarily useful and of value in managing a Portfolio.

As permitted by Section 28(e) of the Securities Exchange Act of 1934, the
investment adviser or sub-adviser may cause a Portfolio to pay a broker-dealer,
which provides "brokerage and research services" (as defined in the Act) to the
investment adviser or sub-adviser, an amount of disclosed commission for
effecting a securities transaction for the Portfolio in excess of the
commission which another broker-dealer would have charged for effecting that
transaction.

There are no arrangements whatsoever, written or oral, relating to the
allocation to specific brokers of orders for Portfolio transactions.
Consideration is given to those firms providing statistical and research
services to the investment adviser or sub-adviser, but it is not the policy of
any Portfolio to pay higher brokerage commissions to a firm solely because it
has provided such services. In 1995 all brokerage business was allocated to
firms which provided these services. Statistical and research services
furnished by brokers typically include: analysts' reports on companies and
industries, market forecasts, economic analyses and the like. Such services
may tend to reduce the expenses of the adviser or sub-adviser and this has been
considered in setting the advisory fee paid by each Portfolio. During the
years ended December 31, 1993, 1994, and 1995, the Fund paid brokerage
commissions of $45,329, $845,127 and $1,174,651, respectively.

CAPITAL STOCK

The capital stock of the Fund is divided into nine classes corresponding
to the nine Portfolios of the Fund.

Each class is preferred over the other classes with respect to the assets
of the Portfolio to which the class relates. Dividends and distributions,
including distributions in the event of liquidation, are payable only out of
assets of the Portfolio to which the class relates. All shares of the Fund are
entitled to vote on all matters submitted to a vote of the shareholders except
that shares shall be voted by class on matters concerning only that class, to
approve an investment advisory agreement, to approve changes in fundamental
policies with respect to that class and when otherwise required by the
Investment Company Act of 1940. Shares may be redeemed only for cash, except
that capital stock of any class may be redeemed in kind with assets of the
Portfolio to which

B-25

<PAGE> 45

the class relates if the Directors deem such action desirable. Each share is
nonassessable and shareholders have no preemptive or conversion rights.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Shares of each Portfolio are offered and redeemed at their net asset value
as next determined following receipt of a purchase order or tender for
redemption without the addition of any selling commission or "sales load" or
any redemption charge. The redemption price may be more or less than the
shareholder's cost.

The net asset value of each share of each Portfolio is the net asset value
of the entire Portfolio divided by the number of shares of the Portfolio
outstanding. The net asset value of an entire Portfolio is determined by
computing the value of all assets of the Portfolio and deducting all
liabilities, including reserves and accrued liabilities of the Portfolio.
Portfolio securities for which market quotations are readily available are
valued at current market value.

Equity securities listed on a stock exchange and all call options are
valued at the closing sale price on the stock or options exchange or, if there
has been no such sale, at the closing bid price; stock index futures contracts
and interest rate futures contracts are valued at the closing settlement price
on the commodities exchange; unlisted equity securities are valued at the
closing bid price on the over-the-counter market.

Debt securities with maturities generally exceeding one year are valued on
the basis of valuations furnished by Interactive Data Corporation, a facility
which utilizes electronic data processing techniques to report valuations for
normal institutional size trading units of debt securities, without regard to
exchange or over-the-counter prices, unless the Directors of the Fund determine
that in the case of a particular security some other value is fair.

Money market instruments and debt securities with maturities exceeding
sixty days but generally not exceeding one year are valued by marking to
market, except for the Money Market Portfolio. Marking to market is based on
an average (provided by a communication network) of the most recent bid prices
or yields. The marking to market method takes into account unrealized
appreciation or depreciation due to changes in interest rates or other factors
which would influence the current fair values of such securities.

Securities with remaining maturities of sixty days or less, and all debt
securities of the Money Market Portfolio, are valued on an amortized cost basis
or, if the current market value differs substantially from the amortized cost,
by marking to market. Under the amortized cost method of valuation, the
security will initially be valued at the cost on the date of purchase (or, in
the case of securities purchased with more than 60 days remaining to maturity
the market value on the 61st day prior to maturity); and thereafter the
Portfolio will assume a constant proportionate amortization in value until
maturity of any discount or premium.

The value of a foreign security held by the International Equity Portfolio
is determined in its national currency as of the close of trading on the
foreign exchange on which it is traded, or as of 4:00 p.m., New York time, if
that is earlier, and that value is then converted into its U.S. dollar
equivalent at foreign exchange rates in effect at noon, New York time, on the
day the value of the foreign security is determined. If no sale is reported at
that time, the mean between the current bid and asked price is used.
Occasionally, events which

B-26

<PAGE> 46

affect the values of such securities and such exchange rates may occur between
the times at which they are determined and the close of the New York Stock
Exchange, and will therefore not be reflected in the computation of the
Portfolio's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
fair value as determined by the management and approved in good faith by the
Directors of the Fund. Trading in securities on European and Far Eastern
securities exchanges and over-the-counter markets is normally completed well
before the close of business in New York on each day on which the New York
Stock Exchange is open. Trading in European or Far Eastern securities
generally, or in a particular country or countries, may not take place on every
New York business day. Furthermore, trading takes place in various foreign
markets on days which are not business days in New York and on which the Fund's
net asset value is not calculated. The International Equity Portfolio
calculates net asset value per share, and therefore effects sales and
redemptions of its shares, as of the close of the New York Stock Exchange once
on each day on which that Exchange is open. Such calculation does not take
place contemporaneously with the determination of the prices of many of the
portfolio securities used in such calculation and if events occur which
materially affect the value of these foreign securities, they will be valued at
fair market value as determined by the management and approved in good faith by
the Directors of the Fund.

All other assets, including any securities for which market quotations are
not readily available, will be valued at their fair value as determined in good
faith by the Directors of the Fund. The net asset value is determined as of
the close of trading on the New York Stock Exchange on each day during which
the Exchange is open for trading. In accordance with the requirements of the
Investment Company Act of 1940 the Portfolios will also determine the net asset
value of their shares on any other day on which there is sufficient trading to
materially affect the value of their securities.

The Money Market Portfolio will use its best efforts to maintain a
constant net asset value per share of $1.00 (computed to an accuracy of $.005);
however, the net asset value is subject to fluctuation based upon changes in
the value of the Portfolio's securities. Accordingly, if net losses on the
Portfolio's securities for a given period exceed income after expenses, the net
asset value per share of Money Market Portfolio capital stock will decline.
The Board of Directors of the Fund will take such action as it considers
appropriate to maintain the stability of the net asset value per share. For
example, the Directors may reduce or suspend the payment of dividends if the
net asset value per share should decline below $.995 and the Directors may
supplement such dividends with other distributions if the net asset value per
share should rise above $1.005.

The total offering price per share for each Portfolio is computed as
follows:

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<PAGE> 47

SPECIMEN PRICE-MAKE-UP SHEET
(as of December 31, 1995)

<TABLE>
<CAPTION>
INDEX 500 SELECT BOND MONEY MARKET BALANCED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------------------- -------------- -------------------- --------------
<S> <C> <C> <C> <C>
NET ASSETS $495,132,912 $198,140,190 $132,571,480 $2,083,289,036

NUMBER OF SHARES
OUTSTANDING 287,517,699 161,336,932 132,588,156 1,298,518,311

NET ASSET VALUE
PER SHARE $1.722 $1.228 $1.000 $1.604
(NET ASSETS -
NUMBER OF SHARES
(OUTSTANDING)

OFFERING AND
REDEMPTION
PRICE PER SHARE $1.722 $1.228 $1.000 $1.604

<CAPTION>
AGGRESSIVE
GROWTH AND GROWTH STOCK GROWTH STOCK
INCOME PORTFOLIO PORTFOLIO PORTFOLIO
---------------------- -------------------- ----------------------
<S> <C> <C> <C>
NET ASSETS $136,923,821 $85,557,049 $577,012,677

NUMBER OF SHARES
OUTSTANDING 113,089,566 67,733,619 208,207,546

NET ASSET VALUE
PER SHARE
(NET ASSETS +
NUMBER OF SHARES
OUTSTANDING) $1.211 $1.263 $2.768

OFFERING AND
REDEMPTION PRICE
PER SHARE $1.211 $1.263 $2.768

<CAPTION>
HIGH YIELD INTERNATIONAL
BOND PORTFOLIO EQUITY PORTFOLIO
---------------------------- ------------------------------
<S> <C> <C>
NET ASSETS $55,978,035 $342,127,739

NUMBER OF SHARES
OUTSTANDING 54,536,349 252,496,449

NET ASSET VALUE
PER SHARE
(NET ASSETS +
NUMBER OF SHARES
OUTSTANDING) $1.026 $1.355

OFFERING AND
REDEMPTION PRICE
PER SHARE $1.026 $1.355
</TABLE>

B-28

<PAGE> 48

Payment for the shares redeemed must be made within seven days after the
evidence of ownership of such shares is tendered to the Fund; however, the
right to redeem Fund shares may be suspended, or payment of the redemption
value postponed, during any period in which the New York Stock Exchange is
closed or trading thereon is restricted, or any period during which an
emergency exists, or as otherwise permitted by the Investment Company Act of
1940.

TAXES AND DIVIDENDS

Each Portfolio is qualified or intends to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code. In order
to avoid taxation of capital gains under Subchapter M of the Code, each
Portfolio, except the Money Market Portfolio, will distribute net capital gains
annually. Net capital gains from the sale of investments will be calculated by
subtracting any unused capital loss carryforward from net realized gain for the
year, as prescribed by the Internal Revenue Code. No distribution of realized
capital gains will be made until any capital loss carryforward has been
exhausted or expired. At the end of their last fiscal year, the Select Bond
Portfolio and Money Market Portfolio had a capital loss carryforward of
$1,337,853 and $16,453, respectively. The other Portfolios had no capital loss
carryforward.

CALCULATION OF YIELD QUOTATIONS OF THE MONEY MARKET PORTFOLIO

The Money Market Portfolio's yield is its current investment income
expressed in annualized terms. The Portfolio's yield is calculated by
determining the net change in the value of a pre-existing account having a
balance of one share at the beginning of a seven-day base period. The net
change in the value of the account is divided by the value of the account at
the beginning of the period to obtain the base period return. The result is
then multiplied by 365 and divided by seven, with the resulting annualized
yield carried to the nearest hundredth of one percent. For purposes of this
calculation the net change in the value of the account reflects the value of
additional Portfolio shares purchased with dividends from the original share
and dividends declared on both the original share and any such additional
shares. The calculation reflects net investment income of the Portfolio for
the period, including accrued interest income plus or minus amortized purchase
discount or premium, less all accrued expenses, but does not include realized
or unrealized gains or losses.

________________________________________________________________________________

NAME CHANGE OF THE FUND

The name of Northwestern Mutual Series Fund, Inc. was changed from
Northwestern Mutual Variable Life Series Fund, Inc. on May 1, 1994.
________________________________________________________________________________

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<PAGE> 49

APPENDIX A

Description of Ratings as Provided by the Rating Services

CORPORATE BONDS

Moody's Investors Service, Inc.

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they compromise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than in
Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and, thereby, not well
safeguarded during other good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the security over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such securities may
be in default or there may be present elements of danger with respect to
principal or interest.

Ca--Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and are
regarded as having extremely poor prospects of ever attaining any real
investment standing.

B-30
<PAGE> 50
Absence of Rating: Where no rating has been assigned or where a rating
has been suspended or withdrawn, it may be for reasons unrelated to the
quality of the issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities that are
not rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or
issuer.

4. The issue was privately placed, in which case the rating is not
published in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances
arise, the effects of which preclude satisfactory analysis; if there is no
longer available reasonable up-to-date data to permit a judgment to be formed;
if a bond is called for redemption; or for other reasons.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic
ratings classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

Standard & Poor's Corporation

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C--Debt is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal in
accordance with the terms of this obligation. "BB" indicates the least degree
of speculation and "C" the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse conditions.

BB--Debt rated "BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.

B-31
<PAGE> 51
B--Debt rated "B" has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The "B" rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied "BB" or "BB-" rating.

CCC--Debt rated "CCC" has a currently indefinable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In
the event of adverse business, financial or economic conditions, it is not
likely to have the capacity to pay interest and repay principal. The "CCC"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "B" or "B-" rating.

CC--The rating "CC" is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.

C--The rating "C" is typically applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.

CI--The rating "CI" is reserved for income bonds on which no interest is
being paid.

D--Debt rated "D" is in payment default. The "D" rating is used when
interest payments or principal are not made on the date due even if the
applicable grace period has not expired, unless S&P believe that such payments
will be made during such grace period. The "D" rating also will be used upon
the filing of a bankruptcy petition if debt service payments are jeopardized.

Plus (+) or Minus (-)--The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

NR--Not rated.

PREFERRED STOCKS

Moody's Investors Service, Inc.

aaa--considered to be a top-quality preferred stock. This rating
indicates good asset protection and the least risk of dividend impairment
within the universe of preferred stocks.

aa--considered a high-grade preferred stock. This rating indicates that
there is a reasonable assurance that earnings and asset protection will remain
relatively well maintained in the foreseeable future.

a--considered to be an upper-medium-grade preferred stock. While risks
are judged to be somewhat greater than in the aaa and aa classifications,
earnings and asset protection are, nevertheless, expected to be maintained at
adequate levels.

B-32
<PAGE> 52

baa--considered to be medium-grade, neither highly protected nor poorly
secured. Earnings and asset protection appear adequate at present but may be
questionable over any great length of time.

ba--considered to have speculative elements and its future cannot be
considered well assured. Earnings and asset protection may be very moderate
and not well safeguarded during adverse periods. Uncertainty of position
characterizes preferred stocks in this class.

b--generally lacks the characteristics of a desirable investment.
Assurance of dividend payments and maintenance of other terms of the issue over
any long period of time may be small.

caa--likely to be in arrears on dividend payments. This rating
designation does not purport to indicate the future status of payments.

ca--speculative in a high degree and is likely to be in arrears on
dividends with little likelihood of eventual payments.

c--lowest rated class of preferred or preference stock. Issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Moody's applies numerical modifiers 1, 2 and 3 in each rating
classification: the modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower end of
its generic rating category.

Standard & Poor's Corporation

"AAA"--This is the highest rating that may be assigned by S&P to a
preferred stock issue and indicates an extremely strong capacity to pay the
preferred stock obligations.

"AA"--A preferred stock issue rated "AA" also qualifies as a high-quality
fixed-income security. The capacity to pay preferred stock obligations is very
strong, although not as overwhelming as for issues rated "AAA".

"A"--An issued rated "A" is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions.

"BBB"--An issue rated "BBB" is regarded as backed by an adequate capacity
to pay the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to make payments for preferred
stock in this category than for issues in the "A" category.

"BB", "B", "CCC"--Preferred stock rated "BB", "B", and "CCC" are regarded,
on balance, as predominantly speculative with respect to the issuer's capacity
to pay preferred stock obligations. "BB" indicates the lowest degree of
speculation and "CCC" the highest degree of speculation. While such issues
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse
conditions.

B-33

<PAGE> 53

"CC"--The rating "CC" is reserved for a preferred stock issue in arrears
on dividends or sinking fund payments but that is currently paying.

"C"--The preferred stock rated "C" is a non-paying issue.

"D"--A preferred stock rated "D" is a non-paying issue with the issuer in
default on debt instruments.

NR indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
type of obligation as a matter of policy.

Plus(+) or Minus(-)--To provide more detailed indications of preferred
stock quality, the ratings from "AA" to "CCC" may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

COMMERCIAL PAPER

Moody's Investors Service

The term "commercial paper" as used by Moody's means promissory
obligations not having an original maturity in excess of one year.

Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:

Issuers rated PRIME-1 (or supporting institutions) have a superior ability
for repayment of senior short-term debt obligations. PRIME-1 repayment ability
will often be evidenced by the following characteristics:

-- Leading market positions in well-established industries.

-- High rates of return on funds employed.

-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.

-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated PRIME-2 (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

Issuers rated PRIME-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term debt obligations. The effect of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of

B-34
<PAGE> 54

debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.

Issuers rated NOT PRIME do not fall within any of the Prime rating
categories.

Standard & Poor's Corporation

S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into several categories ranging from "A-1" for the highest
quality obligations to "D" for the lowest. These categories are as follows:

A-1 Commercial paper rated "A-1" is regarded as having a very strong
degree of safety regarding timely payment. A "+" designation is
applied to those issues which possess extremely strong safety
characteristics.

A-2 Commercial paper rated "A-2" is regarded as having a satisfactory
capacity for timely payment. However, the relative degree of
safety is not as high as for issues designated "A-1"

A-3 Commercial paper rated "A-3" is regarded as having an adequate
capacity for timely payment. They are, however, more vulnerable to
the adverse effects of changes in circumstances than obligations
carrying the higher designations.

B Commercial paper rated "B" is regarded as having only speculative
capacity for timely payment.

C Commercial paper rated "C" is regarded as having a doubtful
capacity for repayment.

D Commercial paper rated "D" is in payment default. The "D" rating
is used when interest payments or principal payments are not made
on the date due even if the applicable grace period has not
expired, unless S&P believes that such payments will be made during
such grace period.

B-35
<PAGE> 55

APPENDIX B

Glossary of Terms

Certificate of Deposit
A certificate of deposit is a short term obligation of a commercial bank.

Eurodollar Certificate of Deposit
A Eurodollar certificate of deposit is a short term obligation of a
foreign subsidiary of a U.S. bank payable in U.S. dollars.

Time Deposit
A time deposit is a deposit in a commercial bank for a specified period of
time at a fixed interest rate for which a negotiable certificate is not
received.

Bankers' Acceptance
A bankers' acceptance is a time draft drawn on a commercial bank by a
borrower, usually in connection with international commercial transactions.

Variable Amount Master Note
A variable amount master note is a note which fixes a minimum and maximum
amount of credit and provides for lending and repayment within those limits at
the discretion of the lender.

Commercial Paper
Commercial paper is a short term promissory note issued by a corporation
primarily to finance short term credit needs.

B-36
<PAGE> 56

[PRICE WATERHOUSE LLP LETTERHEAD]

REPORT OF INDEPENDENT ACCOUNTANTS

To The Shareholders and Board of Directors of
Northwestern Mutual Series Fund, Inc.

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Index 500 Stock Portfolio,
Growth Stock Portfolio, Growth and Income Stock Portfolio, Aggressive Growth
Stock Portfolio, International Equity Portfolio, Select Bond Portfolio, High
Yield Bond Portfolio, Money Market Portfolio and Balanced Portfolio
(constituting Northwestern Mutual Series Fund, Inc., hereafter referred to as
the "Fund") at December 31, 1995, the results of each of their operations for
the year then ended, the changes in each of their net assets for the year ended
December 31, 1995, and for the other periods indicated, and the financial
highlights for the year ended December 31, 1995 and the other periods indicated,
in conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1995 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.

Price Waterhouse LLP
Milwaukee, Wisconsin
January 26, 1996

B-37
<PAGE> 57

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Common Stocks
(cost $341,451).................. $ 464,866
Money Market Investments
(cost $29,316)................... 29,316
Preferred Stock
(cost $1)........................ 3
--------
494,185
Cash................................ 114
Dividends and Interest Receivable... 851
Due from Sale of Fund Shares........ 167
Futures Variation Margin............ 34
--------
Total Assets................... 495,351
--------
LIABILITIES
Due on Redemption of Fund Shares.... 113
Due to Investment Advisor........... 84
Accrued Expenses.................... 21
--------
Total Liabilities.............. 218
--------
NET ASSETS............................ $ 495,133
========
REPRESENTED BY:
Aggregate Paid in Capital
(500,000 shares authorized,
$.01 par value; 287,518
shares outstanding).............. $ 355,506
Undistributed Net Investment
Income........................... 6,192
Undistributed Accumulated Net
Realized Gain on Investments..... 9,270
Net Unrealized Appreciation of:
Investment Securities............ 123,417
Index Futures Contracts.......... 748
--------
Net Assets for 287,518 Shares
Outstanding...................... $ 495,133
========
Net Asset Value, Offering and
Redemption Price per Share....... $1.72
========
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Dividends (less foreign dividend
tax of $61).................... $ 9,533
Interest......................... 1,330
Other Income..................... 2
--------
Total Income................... 10,865
--------
Expenses
Management Fees.................. 804
Custodian Fees................... 55
Other Expenses................... 40
--------
Total Expenses................. 899
--------
Less Custodian Fees Paid by
Affiliate................. (55)
--------
Total Net Expenses............. 844
--------
Net Investment Income............... 10,021
--------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net Realized Gain on Investments:
Investment Securities............ 3,843
Index Futures Contracts.......... 5,069
--------
Net Realized Gain on
Investments for the Year.... 8,912
--------
Net Change in Unrealized
Appreciation of:
Investment Securities............ 104,677
Index Futures Contracts.......... 791
--------
Net Change in Unrealized
Appreciation of Investments
for the Year................ 105,468
--------
Net Gain on Investments............. 114,380
--------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS........ $ 124,401
========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-38
<PAGE> 58

NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
--------------------
1995 1994
-------- --------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income...................................................... $ 10,021 $ 6,330
Net Realized Gain on Investments........................................... 8,912 2,961
Net Change in Unrealized Appreciation of Investments....................... 105,468 389
-------- --------
Net Increase in Net Assets Resulting from Operations..................... 124,401 9,680
-------- --------
Dividends to Shareholders from:
Net Investment Income...................................................... (3,894) (6,269)
Net Realized Gain on Investments........................................... -- (2,586)
-------- --------
Net Decrease in Net Assets Resulting from Dividends to Shareholders...... (3,894) (8,855)
-------- --------
Fund Share Transactions
Proceeds from Sale of 47,195 and 19,955 Shares............................. 72,382 25,556
Proceeds from Sale of 220,158 Shares Issued in Acquisition of Northwestern
Mutual Index 500 Stock Fund, Inc. ....................................... -- 277,484
Proceeds from Shares Issued on Reinvestment of Dividends Paid
(2,593 and 6,966 shares, respectively)................................... 3,894 8,830
Payments for 11,954 and 17,180 Shares Redeemed............................. (17,773) (22,051)
-------- --------
Net Increase in Net Assets Resulting from Fund Share Transactions
(37,834 and 229,899 shares, respectively)............................. 58,503 289,819
-------- --------
Total Increase in Net Assets.................................................. 179,010 290,644
NET ASSETS
Beginning of Year............................................................. 316,123 25,479
-------- --------
End of Year (includes undistributed net investment income of
$6,192 and $65, respectively).............................................. $495,133 $316,123
======== ========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-39
<PAGE> 59

NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
-----------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
Net Asset Value, Beginning of Year................. $ 1.27 $ 1.29 $1.33 $1.31 $1.04
Income from Investment Operations:
Net Investment Income......................... 0.04 0.03 0.04 0.03 0.03
Net Realized and Unrealized Gain (Loss) on
Investments................................. 0.42 (0.01) 0.09 0.03 0.27
-------- ----- --- ------ --- --- --- ---

Total from Investment Operations............ 0.46 0.02 0.13 0.06 0.30
-------- ----- --- ------ --- --- --- ---
Less Distributions:
Dividends from Net Investment Income.......... (0.01) (0.03) (0.03) (0.03) (0.03)
Distributions from Realized Gains on
Investments................................. -- (0.01) (0.14) (0.01) --
-------- ----- --- ------ --- --- --- ---

Total Distributions......................... (0.01) (0.04) (0.17) (0.04) (0.03)

-------- ----- --- ------ --- --- --- ---

Net Asset Value, End of Year....................... $ 1.72 $ 1.27 $1.29 $1.33 $1.31

======== ======== ======== ======== ========

Total Return+...................................... 37.25% 1.21% 9.90% 4.54% 29.78%
======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)............. $495,133 $316,123 $25,479 $17,288 $14,115
======== ======== ======== ======== ========
Ratio of Expenses to Average Net Assets............ 0.21% 0.24% 0.30% 0.30% 0.30%
======== ======== ======== ======== ========
Ratio of Net Investment Income to Average Net
Assets........................................... 2.51% 3.10% 2.55% 2.61% 2.88%
======== ======== ======== ======== ========
Portfolio Turnover Rate............................ 3.19% 5.59% 62.69% 39.93% 40.16%
======== ======== ======== ======== ========
</TABLE>

+ Total Return includes deductions for total net expenses; excludes deductions
for sales loads and account fees.

The Accompanying Notes are an Integral Part of the Financial Statements

B-40
<PAGE> 60

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH STOCK PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Common Stocks
(cost $67,174).................... $80,157
Money Market Investments
(cost $5,793)..................... 5,793
-------
85,950
Cash................................. 40
Due from Sale of Fund Shares......... 146
Dividends and Interest Receivable.... 101
-------
Total Assets.................... 86,237
-------
LIABILITIES
Due on Purchase of Securities........ 562
Due on Redemption of Fund Shares..... 57
Due to Investment Advisor............ 40
Accrued Expenses..................... 21
-------
Total Liabilities............... 680
-------
NET ASSETS............................. $85,557
=======
REPRESENTED BY:
Aggregate Paid in Capital
(400,000 shares authorized,
$.01 par value; 67,734 shares
outstanding)...................... $71,939
Undistributed Net Investment
Income............................ 11
Undistributed Accumulated Net
Realized Gain on Investments...... 621
Net Unrealized Appreciation of:
Investment Securities............. 12,983
Foreign Currency Transactions..... 3
-------
Net Assets for 67,734 Shares
Outstanding....................... $85,557
=======
Net Asset Value, Offering and
Redemption Price per Share........ $1.26
=====
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Dividends (less foreign dividend
tax of $2)...................... $ 1,156
Interest.......................... 339
-------
Total Income.................... 1,495
-------
Expenses
Management Fees................... 362
Custodian Fees.................... 22
Other Expenses.................... 24
-------
Total Expenses.................. 408
-------
Less Custodian Fees Paid by
Affiliate.................... (22)
-------
Total Net Expenses.............. 386
-------
Net Investment Income................ 1,109
-------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
AND FOREIGN CURRENCIES
Net Realized Gain on Investments..... 2,321
Net Change in Unrealized Appreciation
of:
Investment Securities............. 13,075
Foreign Currency Transactions..... 3
-------
Net Change in Unrealized
Appreciation of Investments for
the Year........................ 13,078
-------
Net Gain on Investments.............. 15,399
-------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS............ $16,508
=======
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-41
<PAGE> 61

NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH STOCK PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
PERIOD
FOR THE MAY 3, 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income................................................. $ 1,109 $ 518
Net Realized Gain (Loss) on Investments............................... 2,321 (20)
Net Change in Unrealized Appreciation (Depreciation) of Investments... 13,078 (92)
-------- --------
Net Increase in Net Assets Resulting from Operations................ 16,508 406
-------- --------
Dividends to Shareholders from:
Net Investment Income................................................. (1,105) (511)
Net Realized Gain on Investments...................................... (1,582) (98)
-------- --------
Net Decrease in Net Assets Resulting from Dividends to
Shareholders....................................................... (2,687) (609)
-------- --------
Fund Share Transactions
Proceeds from Sale of 24,515 and 41,690 Shares........................ 28,181 41,858
Proceeds from Shares Issued on Reinvestment of Dividends Paid
(2,177 and 547 shares, respectively)................................ 2,687 547
Payments for 866 and 329 Shares Redeemed.............................. (1,000) (334)
-------- --------
Net Increase in Net Assets Resulting from Fund Share Transactions
(25,826 and 41,908 shares, respectively)......................... 29,868 42,071
-------- --------
Total Increase in Net Assets............................................. 43,689 41,868
NET ASSETS
Beginning of Year........................................................ 41,868 0
-------- --------
End of Year (includes undistributed net investment income of
$11 and $7, respectively)............................................. $ 85,557 $ 41,868
======== =========
</TABLE>

* Commencement of Operations.

The Accompanying Notes are an Integral Part of the Financial Statements

B-42
<PAGE> 62

NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH STOCK PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
SELECTED PER SHARE DATA
Net Asset Value, Beginning of Year......................................... $ 1.00 $ 1.00
Income from Investment Operations:
Net Investment Income................................................. 0.02 0.01
Net Realized and Unrealized Gains on Investments...................... 0.28 --
-------- --------
Total from Investment Operations.................................... 0.30 0.01
-------- --------
Less Distributions:
Dividends from Net Investment Income.................................. (0.02) (0.01)
Distributions from Realized Gains on Investments...................... (0.02) --
-------- --------
Total Distributions................................................. (0.04) (0.01)
-------- --------
Net Asset Value, End of Year............................................... $ 1.26 $ 1.00
======== ========
Total Return+.............................................................. 30.82% 1.55%++
======== ========
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)..................................... $85,557 $41,868
======== ========
Ratio of Expenses to Average Net Assets.................................... 0.61% 0.71%**
======== ========
Ratio of Net Investment Income to Average Net Assets....................... 1.77% 2.30%**
======== ========
Portfolio Turnover Rate.................................................... 46.83% 16.51%
======== ========
</TABLE>

* Commencement of Operations.

** Computed on an annualized basis.

+ Total Return includes deductions for total net expenses; excludes deductions
for sales loads and account fees.

++ Reflects total return for the period; not annualized.

The Accompanying Notes are an Integral Part of the Financial Statements

B-43
<PAGE> 63

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH AND INCOME STOCK PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Common Stocks
(cost $117,315)................... $130,509
Money Market Investments
(cost $5,795)..................... 5,795
--------
136,304
Cash................................. 167
Due from Sale of Securities.......... 310
Dividends and Interest Receivable.... 176
Due from Sale of Fund Shares......... 109
--------
Total Assets.................... 137,066
--------
LIABILITIES
Due to Investment Advisor............ 71
Due on Redemption of Fund Shares..... 41
Accrued Expenses..................... 31
--------
Total Liabilities............... 143
--------
NET ASSETS............................. $136,923
========
REPRESENTED BY:
Aggregate Paid in Capital (400,000
shares authorized, $.01 par value;
113,090 shares outstanding)....... $120,323
Undistributed Net Investment
Income............................ 17
Undistributed Accumulated Net
Realized Gain on Investments...... 3,389
Net Unrealized Appreciation of
Investments....................... 13,194
--------
Net Assets for 113,090 Shares
Outstanding....................... $136,923
========
Net Asset Value, Offering and
Redemption Price per Share........ $1.21
=====
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Dividends (less foreign dividend
tax of $14)...................... $ 2,160
Interest........................... 206
-------
Total Income..................... 2,366
-------
Expenses
Management Fees.................... 647
Custodian Fees..................... 35
Other Expenses..................... 39
-------
Total Expenses................... 721
-------
Less Custodian Fees Paid by
Affiliate................... (35)
-------
Total Net Expenses............... 686
-------
Net Investment Income................. 1,680
-------
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS
Net Realized Gain on Investments...... 9,722
Net Change in Unrealized Appreciation
of Investments for the Year........ 14,711
-------
Net Gain on Investments............... 24,433
-------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS....................... $26,113
=======
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-44
<PAGE> 64

NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH AND INCOME STOCK PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income................................................. $ 1,680 $ 578
Net Realized Gain on Investments...................................... 9,722 632
Net Change in Unrealized Appreciation (Depreciation) of Investments... 14,711 (1,517)
-------- -------
Net Increase (Decrease) in Net Assets Resulting from Operations..... 26,113 (307)
-------- -------
Dividends to Shareholders from:
Net Investment Income................................................. (1,667) (574)
Net Realized Gain on Investments...................................... (6,435) (530)
-------- -------
Net Decrease in Net Assets Resulting from Dividends to
Shareholders....................................................... (8,102) (1,104)
-------- -------
Fund Share Transactions
Proceeds from Sale of 41,708 and 65,417 Shares........................ 47,441 65,790
Proceeds from Shares Issued on Reinvestment of Dividends Paid
(6,769 and 1,060 shares, respectively).............................. 8,102 1,042
Payments for 1,144 and 720 Shares Redeemed............................ (1,331) (721)
-------- -------
Net Increase in Net Assets Resulting from Fund Share Transactions
(47,333 and 65,757 shares, respectively)......................... 54,212 66,111
-------- -------
Total Increase in Net Assets............................................. 72,223 64,700
-------- -------
NET ASSETS
Beginning of Year........................................................ 64,700 0
-------- -------
End of Year (includes undistributed net investment income of
$17 and $4, respectively)............................................. $136,923 $ 64,700
======== =======
</TABLE>

* Commencement of Operations.

The Accompanying Notes are an Integral Part of the Financial Statements

B-45
<PAGE> 65

NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH AND INCOME STOCK PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
SELECTED PER SHARE DATA
Net Asset Value, Beginning of Year......................................... $ 0.98 $ 1.00
Income from Investment Operations:
Net Investment Income................................................. 0.02 0.01
Net Realized and Unrealized Gain (Loss) on Investments................ 0.29 (0.01)
-------- --------
Total from Investment Operations.................................... 0.31 0.00
Less Distributions:
Dividends from Net Investment Income.................................. (0.02) (0.01)
Distributions from Realized Gains on Investments...................... (0.06) (0.01)
-------- --------
Total Distributions................................................. (0.08) (0.02)
-------- --------
Net Asset Value, End of Year............................................... $ 1.21 $ 0.98
======== ========
Total Return+.............................................................. 31.12% 0.34%++
======== ========
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)..................................... $136,923 $ 64,700
======== ========
Ratio of Expenses to Average Net Assets.................................... 0.69% 0.78%**
======== ========
Ratio of Net Investment Income to Average Net Assets....................... 1.68% 1.93%**
======== ========
Portfolio Turnover Rate.................................................... 80.00% 54.18%
======== ========
</TABLE>

* Commencement of Operations.
** Computed on an annualized basis.
+ Total Return includes deductions for total net expenses; excludes deductions
for sales loads and account fees.
++ Reflects total return for the period; not annualized.

The Accompanying Notes are an Integral Part of the Financial Statements

B-46
<PAGE> 66

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
AGGRESSIVE GROWTH STOCK PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Common Stocks
(cost $359,325).................. $ 541,598
Money Market Investments
(cost $36,459)................... 36,459
--------
578,057
Cash................................ 63
Due from Sale of Securities......... 2,045
Due from Sale of Fund Shares........ 123
Dividends and Interest Receivable... 88
--------
Total Assets................... 580,376
--------
LIABILITIES
Due on Purchase of Securities....... 2,926
Due on Redemption of Fund Shares.... 146
Due to Investment Advisor........... 256
Accrued Expenses.................... 34
--------
Total Liabilities.............. 3,362
--------
NET ASSETS............................ $ 577,014
========
REPRESENTED BY:
Aggregate Paid in Capital
(700,000 shares authorized,
$.01 par value; 208,208 shares
outstanding)..................... $ 369,183
Undistributed Net Investment
Income........................... 572
Undistributed Accumulated Net
Realized Gain on Investments..... 24,986
Net Unrealized Appreciation of
Investments...................... 182,273
--------
Net Assets for 208,208 Shares
Outstanding...................... $ 577,014
========
Net Asset Value, Offering and
Redemption Price per Share....... $2.77
=====
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Interest......................... $ 2,246
Dividends (less foreign dividend
tax of $4)..................... 817
--------
Total Income................... 3,063
--------
Expenses
Management Fees.................. 2,448
Custodian Fees................... 39
Other............................ 43
--------
Total Expenses................. 2,530
--------
Less Custodian Fees Paid by
Affiliate................. (39)
--------
Total Net Expenses............. 2,491
--------
Net Investment Income............... 572
--------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net Realized Gain on Investments.... 24,986
Net Change in Unrealized
Appreciation of Investments for
the Year......................... 124,412
--------
Net Gain on Investments............. 149,398
--------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS........... $ 149,970
========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-47
<PAGE> 67

NORTHWESTERN MUTUAL SERIES FUND, INC.
AGGRESSIVE GROWTH STOCK PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income................................................. $ 572 $ 566
Net Realized Gain on Investments...................................... 24,986 1,836
Net Change in Unrealized Appreciation of Investments.................. 124,412 12,516
-------- --------
Net Increase in Net Assets Resulting from Operations................ 149,970 14,918
-------- --------
Dividends to Shareholders from:
Net Investment Income................................................. (503) (63)
Net Realized Gain on Investments...................................... (1,836) 0
-------- --------
Net Decrease in Net Assets Resulting from Dividends to
Shareholders....................................................... (2,339) (63)
-------- --------
Fund Share Transactions
Proceeds from Sale of 50,142 and 36,999 Shares........................ 115,824 70,697
Proceeds from Sale of 128,778 Shares Issued in Acquisition of
Northwestern Mutual Aggressive Growth Stock Fund, Inc............... -- 245,687
Proceeds from Shares Issued on Reinvestment of Dividends Paid
(1,097 and 35 shares, respectively)................................. 2,339 63
Payments for 6,659 and 2,184 Shares Redeemed.......................... (15,876) (4,206)
-------- --------
Net Increase in Net Assets Resulting from Fund Share Transactions
(44,580 and 163,628 shares, respectively)........................ 102,287 312,241
-------- --------
Total Increase in Net Assets............................................. 249,918 327,096
NET ASSETS
Beginning of Year........................................................ 327,096 0
-------- --------
End of Year (includes undistributed net investment income of
$572 and $503, respectively).......................................... $577,014 $327,096
======== ========
</TABLE>

* Commencement of Operations.

The Accompanying Notes are an Integral Part of the Financial Statements

B-48
<PAGE> 68

NORTHWESTERN MUTUAL SERIES FUND, INC.
AGGRESSIVE GROWTH STOCK PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE YEAR 1994*
ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
SELECTED PER SHARE DATA
Net Asset Value, Beginning of Year......................................... $ 2.00 $ 1.91
Income from Investment Operations:
Net Investment Income................................................. -- --
Net Realized and Unrealized Gains on Investments...................... 0.78 0.09
-------- --------
Total from Investment Operations.................................... 0.78 0.09
-------- --------
Less Distributions:
Dividends from Net Investment Income.................................. -- --
Distributions from Realized Gains on Investments...................... (0.01) --
-------- --------
Total Distributions................................................. (0.01) --
-------- --------
Net Asset Value, End of Year............................................... $ 2.77 $ 2.00
======== ========
Total Return+.............................................................. 39.29% 4.47%++
======== ========
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)..................................... $577,014 $327,096
======== ========
Ratio of Expenses to Average Net Assets.................................... 0.56% 0.58%**
======== ========
Ratio of Net Investment Income to Average Net Assets....................... 0.13% 0.29%**
======== ========
Portfolio Turnover Rate.................................................... 37.84% 21.54%
======== ========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-49
<PAGE> 69

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Common Stocks
(cost $268,731)................... $295,516
Money Market Investments
(cost $33,248).................... 33,212
Bonds
(cost $8,215)..................... 8,631
Preferred Stock
(cost $754)....................... 822
--------
338,181
Cash................................. 267
Due from Sale of Securities.......... 3,819
Due from Foreign Currency
Contracts......................... 3,731
Dividends and Interest Receivable.... 1,230
--------
Total Assets.................... 347,228
--------
LIABILITIES
Due on Foreign Currency Contracts.... 3,740
Due on Purchase of Securities........ 901
Accrued Expenses..................... 225
Due to Investment Advisor............ 194
Due on Redemption of Fund Shares..... 41
--------
Total Liabilities............... 5,101
--------
NET ASSETS............................. $342,127
========
REPRESENTED BY:
Aggregate Paid in Capital (700,000
shares authorized, $.01 par value;
252,496 shares outstanding)....... $295,451
Undistributed Net Investment
Income............................ 8,396
Undistributed Accumulated Net
Realized Gain on Investments...... 11,201
Net Unrealized Appreciation
(Depreciation) of:
Investment Securities............. 27,233
Foreign Currency Transactions..... (154)
--------
Net Assets for 252,496 Shares
Outstanding....................... $342,127
========
Net Asset Value, Offering and
Redemption Price per Share........ $1.35
=====
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Dividends (less foreign dividend
tax of $1,197)................... $ 8,989
Interest........................... 2,140
-------
Total Income..................... 11,129
-------
Expenses
Management Fees.................... 2,151
Custodian Fees..................... 336
Other Expenses..................... 205
-------
Total Expenses................... 2,692
-------
Net Investment Income................. 8,437
-------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS AND
FOREIGN CURRENCIES
Net Realized Gain (Loss) on:
Investment Securities.............. 11,653
Foreign Currency Transactions...... (198)
-------
Net Realized Gain for the Year... 11,455
Net Change in Unrealized Appreciation
(Depreciation) of:
Investment Securities.............. 23,057
Foreign Currency Transactions...... (150)
-------
Net Change in Unrealized
Appreciation of Investments
for the Year.................. 22,907
-------
Net Gain on Investments............... 34,362
-------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS....................... $42,799
=======
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-50

<PAGE> 70

NORTHWESTERN MUTUAL SERIES FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------- -------------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income................................................ $ 8,437 $ 4,233
Net Realized Gain on Investments..................................... 11,455 4,575
Net Change in Unrealized Appreciation(Depreciation) of Investments... 22,907 (8,846)
-------- --------
Net Increase(Decrease) in Net Assets Resulting from Operations..... 42,799 (38)
-------- --------
Dividends to Shareholders from:
Net Investment Income................................................ -- (4,907)
Net Realized Gain on Investments..................................... (2,171) (2,658)
-------- --------
Net Decrease in Net Assets Resulting from Dividends to
Shareholders...................................................... (2,171) (7,565)
-------- --------
Fund Share Transactions
Proceeds from Sale of 28,399 and 73,071 Shares....................... 35,839 90,632
Proceeds from Sale of 193,618 Shares Issued in Acquisition of
Northwestern Mutual International Equity Fund, Inc. ............... -- 236,438
Proceeds from Shares Issued on Reinvestment of Dividends Paid
(1,740 and 6,300 shares, respectively)............................. 2,171 7,461
Payments for 23,252 and 27,830 Shares Redeemed....................... (29,044) (34,395)
-------- --------
Net Increase in Net Assets Resulting from Fund Share Transactions
(6,887 and 245,609 shares, respectively)........................ 8,966 300,136
-------- --------
Total Increase in Net Assets.............................................. 49,594 292,533
NET ASSETS
Beginning of Year....................................................... 292,533 0
-------- --------
End of Year (includes (over)/undistributed net investment income of
$8,396 and ($41), respectively)...................................... $ 342,127 $ 292,533
======== ========
</TABLE>

* Commencement of Operations.

The Accompanying Notes are an Integral Part of the Financial Statements

B-51
<PAGE> 71

NORTHWESTERN MUTUAL SERIES FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
SELECTED PER SHARE DATA
Net Asset Value, Beginning of Year......................................... $ 1.19 $ 1.22
Income from Investment Operations:
Net Investment Income................................................. 0.04 0.02
Net Realized and Unrealized Gain (Loss) on Investments................ 0.13 (0.02)
-------- --------
Total from Investment Operations.................................... 0.17 0.00
-------- --------
Less Distributions:
Dividends from Net Investment Income.................................. -- (0.02)
Distributions from Realized Gains on Investments...................... (0.01) (0.01)
-------- --------
Total Distributions................................................. (0.01) (0.03)
-------- --------
Net Asset Value, End of Year............................................... $ 1.35 $ 1.19
======== ========
Total Return+.............................................................. 14.57% 0.11%++
======== ========
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)..................................... $342,127 $292,533
======== ========
Ratio of Expenses to Average Net Assets.................................... 0.85% 0.87%**
======== ========
Ratio of Net Investment Income to Average Net Assets....................... 2.68% 2.28%**
======== ========
Portfolio Turnover Rate.................................................... 26.71% 10.97%
======== ========
</TABLE>

* Commencement of Operations.
** Computed on an annualized basis.
+ Total Return includes deductions for total net expenses: excludes deductions
for sales loads and account fees.
++ Reflects total return for the period; not annualized.

The Accompanying Notes are an Integral Part of the Financial Statements

B-52
<PAGE> 72

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
SELECT BOND PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Bonds
(cost $154,441).................. $163,192
Money Market Investments
(cost $32,102)................... 32,122
--------
195,314
Cash................................ 221
Interest Receivable................. 2,655
Due from Sale of Fund Shares........ 14
--------
Total Assets................... 198,204
--------
LIABILITIES
Due to Investment Advisor........... 50
Due on Redemption of Fund Shares.... 12
--------
Total Liabilities.............. 62
--------
NET ASSETS............................ $198,142
========
REPRESENTED BY:
Aggregate Paid in Capital
(400,000 shares authorized,
$.01 par value; 161,337 shares
outstanding)..................... $183,672
Undistributed Net Investment
Income........................... 7,037
Undistributed Accumulated Net
Realized Loss on Investments..... (1,338)
Net Unrealized Appreciation of
Investments...................... 8,771
--------
Net Assets for 161,337 Shares
Outstanding...................... $198,142
========
Net Asset Value, Offering and
Redemption Price per Share....... $1.23
=====
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Interest.......................... $12,209
------
Expenses
Management Fees................... 529
------
Net Investment Income................ 11,680
------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net Realized Gain on Investments..... 1,666
Net Change in Unrealized Appreciation
of Investments for the Year....... 17,183
------
Net Gain on Investments.............. 18,849
------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS............ $30,529
======
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-53
<PAGE> 73

NORTHWESTERN MUTUAL SERIES FUND, INC.
SELECT BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
--------------------
1995 1994
-------- --------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income...................................................... $ 11,680 $ 7,962
Net Realized Gain (Loss) on Investments.................................... 1,666 (3,004)
Net Change in Unrealized Appreciation (Depreciation) of Investments........ 17,183 (4,221)
-------- --------
Net Increase in Net Assets Resulting from Operations..................... 30,529 737
-------- --------
Dividends to Shareholders from:
Net Investment Income...................................................... (4,709) (7,907)
Net Realized Gain on Investments........................................... -- (75)
-------- --------
Net Decrease in Net Assets Resulting from Dividends to Shareholders...... (4,709) (7,982)
-------- --------
Fund Share Transactions
Proceeds from Sale of 20,151 and 7,274 Shares.............................. 23,377 8,071
Proceeds from Sale of 148,197 Shares Issued in Acquisition of
Northwestern Mutual Select Bond Fund, Inc................................ -- 163,901
Proceeds from Shares Issued on Reinvestment of Dividends Paid
(4,071 and 7,517 shares, respectively)................................... 4,709 7,982
Payments for 12,511 and 28,622 Shares Redeemed............................. (14,272) (31,686)
-------- --------
Net Increase in Net Assets Resulting from Fund Share Transactions
(11,711 and 134,366 shares, respectively)............................. 13,814 148,268
-------- --------
Total Increase in Net Assets.................................................. 39,634 141,023
NET ASSETS
Beginning of Year............................................................. 158,508 17,485
-------- --------
End of Year (includes undistributed net investment income of
$7,037 and $66, respectively).............................................. $198,142 $158,508
======== ========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-54
<PAGE> 74

NORTHWESTERN MUTUAL SERIES FUND, INC.
SELECT BOND PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
Net Asset Value, Beginning of Year....................... $ 1.06 $ 1.15 $ 1.14 $ 1.18 $ 1.09
Income from Investment Operations:
Net Investment Income............................... 0.07 0.06 0.08 0.09 0.09
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 0.13 (0.09) 0.05 -- 0.09
-------- -------- -------- ------- --------
Total from Investment Operations.................. 0.20 (0.03) 0.13 0.09 0.18
-------- -------- -------- ------- --------
Less Distributions:
Dividends from Net Investment Income................ (0.03) (0.06) (0.08) (0.09) (0.09)
Distributions from Realized Gain on Investments..... -- -- (0.04) (0.04) --
-------- -------- -------- ------- --------
Total Distributions............................... (0.03) (0.06) (0.12) (0.13) (0.09)
-------- -------- -------- ------- --------
Net Asset Value, End of Year............................. $ 1.23 $ 1.06 $ 1.15 $ 1.14 $ 1.18
======== ======== ======== ======== ========
Total Return+............................................ 19.10% (2.28%) 10.81% 7.74% 17.32%
======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)................... $198,142 $158,508 $17,485 $15,851 $14,703
======== ======== ======== ======== ========
Ratio of Expenses to Average Net Assets.................. 0.30% 0.30% 0.30% 0.30% 0.30%
======== ======== ======== ======== ========
Ratio of Net Investment Income to Average Net Assets..... 6.61% 7.02% 6.40% 7.52% 8.11%
======== ======== ======== ======== ========
Portfolio Turnover Rate.................................. 69.06% 108.00% 67.69% 63.29% 60.88%
======== ======== ======== ======== ========
</TABLE>

+ Total Return includes deductions for management expenses; excludes deductions
for sales load and account fees.

The Accompanying Notes are an Integral Part of the Financial Statements

B-55
<PAGE> 75

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
HIGH YIELD BOND PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Bonds
(cost $52,957).................... $52,950
Money Market Investments
(cost $1,199)..................... 1,199
Preferred Stock
(cost $500)....................... 630
Common Stock
(cost $29)........................ 140
-------
54,919
Dividends and Interest Receivable.... 1,164
Due From Sale of Fund Shares......... 10
-------
Total Assets.................... 56,093
-------
LIABILITIES
Due to Custodian..................... 43
Due to Investment Advisor............ 28
Due on Redemption of Fund Shares..... 26
Accrued Expenses..................... 22
-------
Total Liabilities............... 119
-------
NET ASSETS............................. $55,974
=======
REPRESENTED BY:
Aggregate Paid in Capital
(400,000 shares authorized,
$.01 par value; 54,536 shares
outstanding)...................... $55,455
Overdistributed Net Investment
Income............................ (38)
Undistributed Accumulated Net
Realized Gain on Investments...... 323
Net Unrealized Appreciation of
Investments....................... 234
-------
Net Assets for 54,536 Shares
Outstanding....................... $55,974
=======
Net Asset Value, Offering and
Redemption Price per Share........ $1.03
=====
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Interest........................... $4,794
Other Income....................... 51
------
Total Income..................... 4,845
------
Expenses
Management Fees.................... 275
Custodian Fees..................... 17
Other Expenses..................... 22
------
Total Expenses................... 314
------
Less Custodian Fees Paid by
Affiliate................... (17)
------
Total Net Expenses............... 297
------
Net Investment Income................. 4,548
------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net Realized Gain on Investments...... 970
Net Change in Unrealized Appreciation
of Investments for the Year........ 1,206
------
Net Gain on Investments............... 2,176
------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS............. $6,724
======
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-56
<PAGE> 76

NORTHWESTERN MUTUAL SERIES FUND, INC.
HIGH YIELD BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income...................................................... $ 4,548 $ 1,937
Net Realized Gain (Loss) on Investments.................................... 970 (86)
Net Change in Unrealized Appreciation (Depreciation) of Investments........ 1,206 (972)
------- -------
Net Increase in Net Assets Resulting from Operations..................... 6,724 879
------- -------
Dividends to Shareholders from:
Net Investment Income...................................................... (4,604) (1,919)
Net Realized Gain on Investments........................................... (465) (96)
------- -------
Net Decrease in Net Assets Resulting from Dividends to Shareholders...... (5,069) (2,015)
------- -------
Fund Share Transactions
Proceeds from Sale of 14,751 and 35,400 Shares............................. 15,535 35,565
Proceeds from Shares Issued on Reinvestment of Dividends Paid
(4,919 and 2,004 shares, respectively)................................... 5,069 1,941
Payments for 1,724 and 814 Shares Redeemed................................. (1,822) (833)
------- -------
Net Increase in Net Assets Resulting from Fund Share Transactions
(17,946 and 36,590 shares, respectively).............................. 18,782 36,673
------- -------
Total Increase in Net Assets.................................................. 20,437 35,537
NET ASSETS
Beginning of Year............................................................. 35,537 0
------- -------
End of Year (includes (over)/undistributed net investment income of
($38) and $18, respectively)............................................... $ 55,974 $ 35,537
======= =======
</TABLE>

* Commencement of Operations.

The Accompanying Notes are an Integral Part of the Financial Statements

B-57
<PAGE> 77

NORTHWESTERN MUTUAL SERIES FUND, INC.
HIGH YIELD BOND PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 3,
FOR THE 1994*
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
SELECTED PER SHARE DATA
Net Asset Value, Beginning of Year............................................ $ 0.97 $ 1.00
Income from Investment Operations:
Net Investment Income.................................................... 0.10 0.06
Net Realized and Unrealized Gain (Loss) on Investments................... 0.07 (0.03)
-------- --------
Total from Investment Operations....................................... 0.17 0.03
-------- --------
Less Distributions:
Dividends from Net Investment Income..................................... (0.10) (0.06)
Distributions from Realized Gains on Investments......................... (0.01) --
-------- --------
Total Distributions.................................................... (0.11) (0.06)
-------- --------
Net Asset Value, End of Year.................................................. $ 1.03 $ 0.97
======== ========
Total Return+................................................................. 16.78% 3.02%++
======== ========
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)........................................ $ 55,974 $ 35,537
======== ========
Ratio of Expenses to Average Net Assets....................................... 0.65% 0.73% **
======== ========
Ratio of Net Investment Income to Average Net Assets.......................... 9.90% 9.40% **
======== ========
Portfolio Turnover Rate....................................................... 116.57% 119.48%
======== ========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-58
<PAGE> 78

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
MONEY MARKET PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Money Market Investments
(cost $131,681)................... $131,681
Cash................................. 84
Due from Sale of Fund Shares......... 717
Interest Receivable.................. 123
--------
Total Assets.................... 132,605
--------
LIABILITIES
Due to Investment Advisor............ 33
--------
NET ASSETS............................. $132,572
========
REPRESENTED BY:
Aggregate Paid in Capital (300,000
shares authorized, $.01 par value;
132,588 shares outstanding)....... $132,572
--------
Net Assets for 132,588 Shares
Outstanding....................... $132,572
========
Net Asset Value, Offering and
Redemption Price per Share........ $1.00
=====
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Interest............................ $6,668
------
Expenses
Management Fees..................... 335
------
Net Investment Income.................. 6,333
------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS............................. $6,333
======
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-59
<PAGE> 79

NORTHWESTERN MUTUAL SERIES FUND, INC.
MONEY MARKET PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
----------------------------
1995 1994
------------ ------------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income................................................. $ 6,333 $ 3,291
-------- --------
Net Increase in Net Assets Resulting from Operations................ 6,333 3,291
-------- --------
Dividends to Shareholders from:
Net Investment Income................................................. (6,333) (3,307)
-------- --------
Net Decrease in Net Assets Resulting from Dividends to
Shareholders....................................................... (6,333) (3,307)
-------- --------
Fund Share Transactions
Proceeds from Sale of 74,140 and 40,032 Shares........................ 74,140 40,032
Proceeds from Sale of 91,310 Shares Issued in Acquisition of
Northwestern Mutual Money Market Fund, Inc. ......................... -- 91,310
Proceeds from Shares Issued on Reinvestment of Dividend Paid
(6,333 and 2,938 shares, respectively).............................. 6,333 2,938
Payments for 52,118 and 42,704 Shares Redeemed........................ (52,118) (42,704)
-------- --------
Net Increase in Net Assets Resulting from Fund Share Transactions
(28,355 and 91,576 shares, respectively)......................... 28,355 91,576
-------- --------
Total Increase in Net Assets............................................. 28,355 91,560
NET ASSETS
Beginning of Year........................................................ 104,217 12,657
-------- --------
End of Year (includes no undistributed net investment income)............ $132,572 $104,217
======== ========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-60
<PAGE> 80

NORTHWESTERN MUTUAL SERIES FUND, INC.
MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS

+ Total Return includes deductions for management expenses; excludes deductions
for sales loads and account fees.

The Accompanying Notes are an Integral Part of the Financial Statements

B-61
<PAGE> 81

FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS
Common Stock
(cost $754,329)................ $1,051,375
Bonds
(cost $658,689)................ 693,161
Money Market Investments
(cost $325,478)................ 326,078
Preferred Stock
(cost $1)...................... 7
----------
2,070,621
Cash.............................. 291
Dividends and Interest
Receivable..................... 13,848
Due from Sale of Fund Shares...... 107
Futures Variation Margin.......... 86
----------
Total Assets................. 2,084,953
----------
LIABILITIES
Due on Redemption of Fund
Shares......................... 1,137
Due to Investment Advisor......... 527
----------
Total Liabilities............ 1,664
----------
NET ASSETS.......................... $2,083,289
==========
REPRESENTED BY:
Aggregate Paid in Capital
(2,000,000 shares authorized,
$.01 par value; 1,298,518
shares outstanding)............ $1,630,252
Undistributed Net Investment
Income......................... 83,551
Undistributed Accumulated Net
Realized Gain on Investments... 38,620
Net Unrealized Appreciation
(Depreciation) of:
Investment Securities.......... 332,124
Index Futures Contracts........ (1,258)
----------
Net Assets for 1,298,518 Shares
Outstanding.................... $2,083,289
==========
Net Asset Value, Offering and
Redemption Price per Share..... $1.60
=====
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income
Dividends (less foreign dividend
tax of $153)................... $ 23,254
Interest......................... 65,981
Other Income..................... 7
--------
Total Income................... 89,242
--------
Expenses
Management Fees.................. 5,696
--------
Net Investment Income............... 83,546
--------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net Realized Gain on Investments:
Investment Securities............ 22,299
Index Futures Contracts.......... 19,219
--------
Net Realized Gain on
Investments
for the Year................ 41,518
--------
Net Change In Unrealized
Appreciation (Depreciation) of:
Investment Securities............ 320,376
Index Futures Contracts.......... (2,330)
--------
Net Change in Unrealized
Appreciation of Investments
for the Year................ 318,046
--------
Net Gain on Investments............. 359,564
--------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS........... $443,110
========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-62
<PAGE> 82

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1995 1994
---------- ----------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations
Net Investment Income.................................................. $ 83,546 $ 53,165
Net Realized Gain on Investments....................................... 41,518 5,281
Net Change in Unrealized Appreciation (Depreciation) of Investments.... 318,046 (17,767)
--------- ---------
Net Increase in Net Assets Resulting from Operations................. 443,110 40,679
--------- ---------
Dividends to Shareholders from:
Net Investment Income.................................................. (53,160) (28)
Net Realized Gain on Investments....................................... (8,179) (782)
--------- ---------
Net Decrease in Net Assets Resulting from Dividends to
Shareholders........................................................ (61,339) (810)
Fund Share Transactions
Proceeds from Sale of 35,282 and 21,149 Shares......................... 51,862 27,441
Proceeds from Sale of 1,330,565 Shares Issued in Acquisition of
Northwestern Mutual Balanced Fund, Inc. .............................. -- 1,705,466
Proceeds from Shares Issued on Reinvestment of Dividends Paid
(44,352 and 607 shares, respectively)................................ 61,339 810
Payments for 96,890 and 88,502 Shares Redeemed......................... (138,810) (115,369)
--------- ---------
Net Increase (Decrease) in Net Assets Resulting from Fund Share
Transactions ((17,256) and 1,263,819 shares, respectively).......... (25,609) 1,618,348
--------- ---------
Total Increase in Net Assets.............................................. 356,162 1,658,217
NET ASSETS
Beginning of Year......................................................... 1,727,127 68,910
--------- ---------
End of Year (includes undistributed net investment income of
$83,551 and $53,165 respectively)...................................... $2,083,289 $1,727,127
========= =========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-63
<PAGE> 83

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
Net Asset Value, Beginning of Year........... $ 1.31 $ 1.33 $ 1.39 $ 1.40 $ 1.19
Income from Investment Operations:
Net Investment Income................... 0.07 0.04 0.06 0.06 0.07
Net Realized and Unrealized
Gain (Loss) on Investments............ 0.27 (0.05) 0.09 0.01 0.21
---------- ------- --- ----- --- ----- --- ----- ---
Total from Investment
Operations......................... 0.34 (0.01) 0.15 0.07 0.28
---------- ------- --- ----- --- ----- --- ----- ---
Less Distributions:
Dividends from Net Investment
Income................................ (0.04) (0.00) (0.07) (0.06) (0.07)
Distributions from Realized Gain
on Investments........................ (0.01) (0.01) (0.14) (0.02) --
---------- ------- --- ----- --- ----- --- ----- ---
Total Distributions................... (0.05) (0.01) (0.21) (0.08) (0.07)
---------- ------- --- ----- --- ----- --- ----- ---
Net Asset Value, End of Year................. $ 1.60 $ 1.31 $ 1.33 $ 1.39 $ 1.40
========== ========== ======== ======== ========
Total Return+................................ 26.39% 0.16% 9.91% 5.61% 23.33%
========== ========== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Year
(in thousands)............................. $2,083,289 $1,727,127 $68,910 $66,006 $57,269
========== ========== ======== ======== ========
Ratio of Expenses to Average Net
Assets..................................... 0.30% 0.30% 0.30% 0.30% 0.30%
========== ========== ======== ======== ========
Ratio of Net Investment Income to
Average Net Assets......................... 4.40% 4.78% 4.24% 4.45% 5.11%
========== ========== ======== ======== ========
Portfolio Turnover Rate...................... 37.28% 42.35% 70.91% 43.28% 55.46%
========== ========== ======== ======== ========
</TABLE>

+ Total Return includes deductions for management expenses; excludes deductions
for sales loads and account fees.

The Accompanying Notes are an Integral Part of the Financial Statements

B-64
<PAGE> 84

NORTHWESTERN MUTUAL SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

Note 1 -- Northwestern Mutual Series Fund, Inc. (the "Series Fund"), formerly
Northwestern Mutual Variable Life Series Fund, Inc., is registered as a
diversified open-end investment company under the Investment Company Act of
1940. The Series Fund consists of the Index 500 Stock Portfolio, Growth Stock
Portfolio, Growth and Income Stock Portfolio, Aggressive Growth Stock Portfolio,
International Equity Portfolio, Select Bond Portfolio, High Yield Bond
Portfolio, Money Market Portfolio, and the Balanced Portfolio (the
"Portfolios"). Shares are presently offered only to The Northwestern Mutual Life
Insurance Company ("Northwestern Mutual Life") and its segregated asset
accounts.

On May 3, 1994, five new portfolios commenced operations in the Series Fund:
Growth Stock Portfolio, Growth and Income Stock Portfolio, Aggressive Growth
Stock Portfolio, International Equity Portfolio and High Yield Bond Portfolio.
These five portfolios were organized with 700,000,000 authorized shares of
Common Stock for each of the Aggressive Growth Stock and International Equity
Portfolios and 400,000,000 authorized shares of Common Stock for each of the
Growth Stock, Growth and Income Stock and High Yield Bond Portfolios. Par Value
is $.01 per share. Northwestern Mutual Life purchased 25,000,000 shares each of
the Growth Stock, Growth and Income Stock and High Yield Bond Portfolios at
$1.00 per share.

Note 2 -- The assets of Northwestern Mutual Life's variable annuity funds were
merged into the Series Fund in a tax-free exchange of fund shares on May 3,
1994. The following summarizes the merge:

<TABLE>
<CAPTION>
# OF SHARES/ UNREALIZED APPRECIATION
MERGE FROM: VALUE REDEEMED (DEPRECIATION) TRANSFERRED
- -------------------------------------------------------------- -------------- --------------------------
<S> <C> <C>
Northwestern Mutual Index 500 Stock Fund, Inc. ............... 199,137,846
$ 277,484,077 $ 16,828,536
Northwestern Mutual Aggressive Growth Stock Fund, Inc. ....... 128,778,039
$ 245,687,070 $ 45,345,398
Northwestern Mutual International Equity Fund, Inc............ 193,618,391
$ 236,437,711 $ 13,017,843
Northwestern Mutual Select Bond Fund, Inc. ................... 127,156,919
$ 163,901,422 $ (4,867,983)
Northwestern Mutual Money Market Fund, Inc. .................. 91,309,664
$ 91,309,664 --
Northwestern Mutual Balanced Fund, Inc........................ 1,250,574,720
$1,705,465,964 $ 27,288,995

<CAPTION>
# OF SHARES/ AGGREGATE NET ASSETS
MERGED TO: VALUE RECEIVED OF PORTFOLIO AFTER MERGER
- -------------------------------------------------------------- -------------- -------------------------
<S> <C> <C>
Northwestern Mutual Series Fund, Inc.
-- Index 500 Stock Portfolio................................ 220,157,952
$ 277,484,077 $ 305,458,525
-- Aggressive Growth Stock Portfolio........................ 128,778,039
$ 245,687,070 $ 245,687,070
-- International Equity Portfolio........................... 193,618,391
$ 236,437,711 $ 236,437,711
-- Select Bond Portfolio.................................... 148,196,445
$ 163,901,422 $ 181,055,470
-- Money Market Portfolio................................... 91,309,664
$ 91,309,664 $ 104,436,452
-- Balanced Portfolio....................................... 1,330,564,679
$1,705,465,964 $1,776,058,467
</TABLE>

The Aggressive Growth Stock and International Equity Portfolios had no assets
prior to the merger so the assets of the Funds became the assets of the
Portfolios. Hence, these Portfolios commenced operations in the Series Fund on
May 3, 1994 at $1.91 and $1.22, respectively.

Note 3 -- The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities

B-65
<PAGE> 85

NORTHWESTERN MUTUAL SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Principal accounting policies are summarized below.

Note 4 -- Bonds are valued on the basis of prices furnished by a service which
determines prices for normal institutional size trading units of bonds, without
regard to exchange or over-the-counter prices. When quotations are not readily
available, bonds are valued at fair market value determined by procedures
approved by the Board of Directors. Stocks listed on a national or foreign stock
exchange are valued at the final sale price, or final bid price in absence of a
sale. Stocks not listed on a national or foreign stock exchange are valued at
the closing bid price on the over-the-counter market. Money market investments,
other than in the Money Market Portfolio, with maturities exceeding sixty days
but generally not exceeding one year are valued by marking to market on the
basis of an average of the most recent bid prices or yields. Money market
investments with maturities of sixty days or less and all securities in the
Money Market Portfolio are valued on an amortized cost basis or, if the current
market value differs substantially from the amortized cost, by marking to
market.

Note 5 -- Securities and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollar amounts at date of valuation.
Purchases and sales of securities and income items denominated in foreign
currencies are translated in U.S. dollar amounts on the respective dates of such
transactions. When the International Equity Portfolio purchases or sells a
foreign security it may enter into a foreign exchange currency contract to
minimize market risk from the trade date to the settlement date of such
transaction. Such foreign exchange currency contracts are marked to market
daily.

The International Equity Portfolio does not separately report the results of
operations resulting from changes in foreign exchange rates on investments from
the fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss from
investments.

Net realized foreign exchange gains or losses arise from sales of foreign
currencies, currency gains or losses realized between the trade date and
settlement date on security transactions, the differences between the amounts of
dividends and foreign withholding taxes recorded on the portfolio's books, and
the U.S. dollar equivalent of the amounts actually received or paid.

Note 6 -- The Index 500 Stock and Balanced Portfolios invest in futures
contracts as an alternative to investing in individual securities. The Index 500
Stock and Balanced Portfolios could be exposed to market risk due to changes in
the value of the underlying securities or due to an illiquid secondary market.
Futures contracts are marked to market daily based upon quoted settlement
prices. The Portfolios receive from or pay to brokers an amount of cash equal to
the daily fluctuation in the value of the contracts. Such receipts or payments
are known as "variation margin" and are recorded by the Portfolios as unrealized
gains or losses. When the contract is closed, the Portfolios record a realized
gain or loss equal to the difference between the value of the contract at the
time it was opened and the value at the time it was closed.

Note 7 -- Interest income and discounts earned are recorded daily on the accrual
basis and dividend income is recorded on the ex-dividend date or as soon as
information from foreign issuers is available. Where applicable, dividends are
recorded net of foreign dividend tax. Discounts and premiums on securities
purchased are amortized over the life of the respective securities when required
for federal income tax purposes. Securities transactions are accounted for on
the day following the trade date except for money market investments which are
accounted for on the trade date. The basis for determining cost on sale of
securities is identified cost. For the year ended December 31, 1995,
transactions in securities other than money market investments were:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
--------------------------------------------------------------------
TOTAL U.S. GOVT TOTAL U.S. GOVT
SECURITY SECURITY SECURITY SECURITY
PORTFOLIOS PURCHASES PURCHASES SALES/MATURITIES SALES/MATURITIES
- ------------------------------------------ ------------ ------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Index 500 Stock........................... $ 59,878,287 $ 0 $ 12,044,408 $ 0
Growth Stock.............................. 54,517,879 0 26,767,578 0
Growth and Income Stock................... 121,075,856 0 77,346,645 0
Aggressive Growth Stock................... 260,690,662 0 154,803,016 0
International Equity...................... 89,477,772 2,897,648 75,620,620 0
Select Bond............................... 109,814,276 65,552,594 107,754,401 69,226,521
High Yield Bond........................... 68,073,739 0 50,808,496 0
Balanced.................................. 714,367,753 436,056,565 588,378,994 358,907,270
</TABLE>

B-66
<PAGE> 86

NORTHWESTERN MUTUAL SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

Note 8 -- The Series Fund and its Portfolios are parties to annually renewable
contracts pursuant to which each Portfolio pays a charge for investment
management and administrative services. Each Portfolio pays a monthly fee for
these investment advisory services at an annual rate based on the average daily
net asset values of each Portfolio. For the Index 500 Stock Portfolio the rate
is .20%, and for the Select Bond, Money Market and Balanced Portfolios the rate
is .30%. For the other Portfolios the rate for the investment advisory fee is
graded by the asset size of the Portfolio according to the following schedule:

<TABLE>
<CAPTION>
PORTFOLIO FIRST $50 MILLION NEXT $50 MILLION EXCESS
- ---------------------------------------------------------------- ----------------- ---------------- ------
<S> <C> <C> <C>
Growth Stock.................................................... .60% .50% .40%
Growth and Income Stock......................................... .70% .60% .55%
Aggressive Growth Stock......................................... .80% .65% .50%
International Equity............................................ .85% .65% .65%
High Yield Bond................................................. .60% .50% .40%
</TABLE>

These amounts are paid to Northwestern Mutual Investment Services, Inc. ("NMIS")
a wholly-owned subsidiary of Northwestern Mutual Life, which is the manager and
investment adviser of the Fund. Northwestern Mutual Life is also a party to the
agreement. Other costs for each Portfolio are paid either by the Portfolios,
Northwestern Mutual Life, or NMIS depending upon the applicable agreement in
place.

J.P. Morgan Investment Management, Inc. ("J.P. Morgan") and Templeton Investment
Counsel, Inc. ("Templeton Counsel") have been retained under an investment
sub-advisory agreement to provide investment advice and, in general, to conduct
the management investment program of the Growth and Income Stock Portfolio and
the International Equity Portfolio, respectively. Of the advisory fees received
by NMIS from the Growth and Income Stock Portfolio, .45% on the first $100
million of the Portfolio's net assets, .40% on the next $100 million, .35% on
the next $200 million and .30% on the net assets in excess of $400 million will
be paid by NMIS to J.P. Morgan. Of the advisory fees received by NMIS from the
International Equity Portfolio, .50% on the first $100 million of the
Portfolio's net assets and .40% on net assets in excess of $100 million will be
paid by NMIS to Templeton Counsel.

Note 9 -- The Series Fund has elected to be taxed as a regulated investment
company meeting certain requirements under the Internal Revenue Code. Since it
expects to distribute all net investment income and net realized capital gains,
the Series Fund anticipates incurring no federal income taxes. A net realized
capital loss of $1,337,853 in the Select Bond Portfolio carried forward from
1994 and is available to offset future net realized capital gains. The amount
expires in 2002. A capital loss carryforward of $366,657 was utilized in the
Select Bond Portfolio during the year ended December 31, 1995. As of December
31, 1995, the federal income tax basis of investments is the same as the cost
basis in the financial statements except for the International Equity Portfolio.
The federal income tax basis of investments was $312,572,728 for the
International Equity Portfolio. The net unrealized appreciation (depreciation)
and the gross unrealized appreciation (depreciation) for federal income tax
purposes are shown below:

<TABLE>
<CAPTION>
(IN THOUSANDS)
GROWTH AND
GROWTH INCOME AGGRESSIVE
INDEX 500 STOCK STOCK GROWTH STOCK
STOCK PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Gross unrealized appreciation......................... $ 131,032 $ 13,742 $ 16,575 $186,905
Gross unrealized depreciation......................... (7,615) (759) (3,381) (4,632)
--------- -------- -------- --------
Net unrealized appreciation........................... $ 123,417 $ 12,983 $ 13,194 $182,273
========= ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL HIGH YIELD
EQUITY SELECT BOND BOND BALANCED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------- ----------- ---------- --------
<S> <C> <C> <C> <C>
Gross unrealized appreciation............................ $ 42,706 $ 8,819 $ 2,058 $355,306
Gross unrealized depreciation............................ (17,098) (48) (1,824) (23,182)
--------- ------- -------- --------
Net unrealized appreciation.............................. $ 25,608 $ 8,771 $ 234 $332,124
========= ======= ======== ========
</TABLE>

B-67
<PAGE> 87

NORTHWESTERN MUTUAL SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

Taxable distributions from net investment income and realized capital gains in
the International Equity Portfolio differ from book amounts earned during the
period due to differences in the timing of capital recognition and due to the
reclassification of certain gains or losses from capital to income.

For Federal income tax purposes, net unrealized appreciation (depreciation) of
$748,075 and ($1,257,850) on open futures contracts for the Index 500 Stock and
Balanced Portfolios, respectively, is required to be treated as realized gains
and losses.

Note 10 -- The costs associated with organizing the five new Portfolios and
certain other initial period costs have been incurred by Northwestern Mutual
Life. The Series Fund is not obligated to repay these costs.

Note 11 -- Dividends from net investment income and net realized capital gains
are declared each year for the Index 500 Stock, Growth Stock, Growth and Income
Stock, Aggressive Growth Stock, International Equity, Select Bond, High Yield
Bond and Balanced Portfolios and each business day for the Money Market
Portfolio. Dividend distributions are described below.

A dividend was declared on May 2, 1995, payable to shareholders of record on May
2, 1995. Dividends paid from 1994 net investment income and 1994 net capital
gains were as follows:

<TABLE>
<CAPTION>
NET
INVESTMENT NET
PORTFOLIOS INCOME CAPITAL GAINS
- --------------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
Index 500 Stock............................................................ $ 64,846 --
Growth Stock............................................................... 6,489 --
Growth and Income Stock.................................................... 4,761 $ 101,563
Aggressive Growth Stock.................................................... 502,448 1,836,281
International Equity....................................................... -- 2,170,803
Select Bond................................................................ 63,551 --
High Yield Bond............................................................ 18,833 --
Balanced................................................................... 53,159,765 8,178,849
</TABLE>

A dividend was declared on June 26, 1995, payable to shareholders of record on
June 26, 1995. Dividends were paid from 1995 net investment income and were as
follows:

<TABLE>
<CAPTION>
NET
INVESTMENT NET
PORTFOLIOS INCOME CAPITAL GAINS
- ---------------------------------------------------------------------------- ---------- -------------
<S> <C> <C>
Index 500 Stock............................................................. $3,829,315 --
Growth Stock................................................................ 459,372 --
Growth and Income Stock..................................................... 636,176 --
Select Bond................................................................. 4,645,196 --
High Yield Bond............................................................. 1,670,096 --
</TABLE>

A dividend was declared on December 27, 1995, payable to shareholders of record
on December 27, 1995. Dividends paid from 1995 net investment income and 1995
net capital gains were as follows:

Note 12 -- (Unaudited) A Special Meeting of the stockholders of Northwestern
Mutual Series Fund, Inc. was held at 720 East Wisconsin Avenue, Milwaukee,
Wisconsin, on March 29, 1995.

B-68
<PAGE> 88

NORTHWESTERN MUTUAL SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

The stockholders cast the following votes on the resolutions presented:

BE IT RESOLVED, that the following persons are nominated and elected as
Directors of the Corporation to serve for the term provided in the By-Laws:

<TABLE>
<CAPTION>
FOR ABSTAIN
<S> <C> <C>
Stephen N. Graff 2,270,116,766.25 102,692,132.73
John K. MacIver 2,266,153,929.25 106,654,969.73
Martin F. Stein 2,268,092,761.36 104,716,137.62
James D. Ericson 2,270,768,173.35 102,040,725.63
William J. Blake 2,268,894,605.36 103,914,293.62
</TABLE>

BE IT RESOLVED, that the selection of Price Waterhouse LLP, independent
accountants, as auditors of the Corporation is hereby ratified.

YES 2,266,641,454.01 NO 28,050,550.26 ABSTAIN 78,116,894.71

BE IT RESOLVED, that the investment advisory agreement between the Corporation,
NMIS and The Northwestern Mutual Life Insurance Company for the Growth and
Income Stock Portfolio is hereby approved and that the investment sub-advisory
agreement between the Corporation, NMIS and J.P. Morgan Investment Management,
Inc. for the Growth and Income Stock Portfolio is hereby approved.

YES 62,729,865.96 NO 703,277.71 ABSTAIN 2,324,267.25

BE IT RESOLVED, that the investment advisory agreement between the Corporation,
NMIS and The Northwestern Mutual Life Insurance Company for the Growth Stock
Portfolio is hereby approved.

YES 39,112,648.85 NO 1,136,499.86 ABSTAIN 1,658,855.64

BE IT RESOLVED, that the investment advisory agreement between the Corporation,
NMIS and The Northwestern Mutual Life Insurance Company for the Aggressive
Growth Stock Portfolio is hereby approved.

YES 153,485,939.4 NO 2,613,557.91 ABSTAIN 7,528,159.97

BE IT RESOLVED, that the investment advisory agreement between the Corporation,
NMIS and The Northwestern Mutual Life Insurance Company for the High Yield Bond
Portfolio is hereby approved.

YES 34,244,453.77 NO 156,184.39 ABSTAIN 2,189,223.37

BE IT RESOLVED, that the investment advisory agreement between the Corporation,
NMIS and The Northwestern Mutual Life Insurance Company for the International
Equity Portfolio is hereby approved and that the investment sub-advisory
agreement between NMIS and Templeton Investment Counsel, Inc. for the
International Equity Portfolio is hereby approved.

YES 231,607,721.07 NO 3,840,003.82 ABSTAIN 10,160,909.98

B-69
<PAGE> 89

NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (94.1%)
AEROSPACE (2.2%)
Boeing Company 34,700 $ 2,720
E G & G, Inc. 5,300 129
General Dynamics Corporation 6,400 378
Lockheed Martin Corporation 20,254 1,600
Loral Corporation 17,300 612
McDonnell Douglas Corporation 11,400 1,049
Northrop Corporation 5,000 320
Raytheon Company 24,700 1,166
Rockwell International Corp. 22,000 1,162
TRW Inc. 6,600 511
United Technologies Corp. 12,500 1,186
--------
Total 10,833
--------
AIRLINES (0.3%)
*AMR Corporation 7,700 572
Delta Air Lines, Inc. 5,100 377
Southwest Airlines Co. 14,500 337
*USAir Group, Inc. 6,300 83
--------
Total 1,369
--------
APPAREL, TEXTILES AND FOOTWEAR (0.4%)
Brown Group, Inc. 1,800 26
*Fruit of the Loom Incorporated 7,700 188
Liz Claiborne, Inc. 7,600 211
Nike, Inc. 14,500 1,010
Reebok International Ltd. 7,900 223
Russell Corp. 3,900 108
Springs Industries, Inc. 2,000 83
Stride Rite Corp. 4,900 37
VF Corporation 6,500 343
--------
Total 2,229
--------
AUTO & TRUCKS (1.9%)
Chrysler Corporation 38,700 2,143
Ford Motor Company 108,700 3,152
General Motors Corporation 75,600 3,997
*Navistar International Corp. 7,600 80
PACCAR Incorporated 3,935 166
--------
Total 9,538
--------
AUTO RELATED (0.6%)
Cooper Tire & Rubber Company 8,500 209
Dana Corporation 10,200 298
Eaton Corporation 7,900 424
Echlin Inc. 6,000 219
Genuine Parts Company 12,400 508
Goodyear Tire & Rubber Company 15,400 699
ITT Industries Inc. 11,700 281
Snap-On Incorporated 4,100 186
--------
Total 2,824
--------
BANKS (6.2%)
Banc One Corporation 39,950 1,508
Bank of Boston Corporation 11,300 523
Bank of New York Company Inc. 19,400 946
BankAmerica Corporation 37,900 2,454
Bankers Trust New York Corp. 7,900 525
Barnett Banks Inc. 9,800 578
Boatmans Bancshares, Inc. 12,700 519
Chase Manhattan Corporation 17,700 1,073

<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
BANKS (CONTINUED)
Chemical Banking Corporation 25,500 $ 1,498
Citicorp 43,000 2,892
Comerica, Inc. 11,600 465
Corestates Financial Corp. 14,100 534
First Bank System Inc. 13,700 680
First Chicago NBD Corp. 32,128 1,269
First Fidelity Bancorporation 8,100 611
First Interstate Bancorp 7,700 1,051
First Union Corporation 17,400 968
Fleet Financial Group Inc. 25,930 1,057
KeyCorp 23,000 834
Mellon Bank Corporation 14,850 798
J.P. Morgan & Company, Inc. 19,000 1,525
National City Corp. 14,900 494
NationsBank Corp. 27,500 1,915
Norwest Corporation 35,700 1,178
PNC Financial Corp. 23,300 751
P P & L Resources Inc. 16,000 400
Republic New York Corporation 5,700 354
Suntrust Banks Inc. 11,600 795
U.S. Bancorp of Oregon 9,900 333
Wachovia Corporation 17,300 791
Wells Fargo & Company 4,900 1,058
--------
Total 30,377
--------
BEVERAGES (3.5%)
Anheuser-Busch Companies Inc. 25,900 1,732
Brown-Forman Corp. 7,000 255
Coca-Cola Company 127,600 9,474
Adolph Coors Co. 3,800 84
Pepsico Inc. 79,700 4,453
Seagram Company Ltd. 37,700 1,305
--------
Total 17,303
--------
BUILDING & CONSTRUCTION (0.3%)
Centex Corporation 2,800 97
Crane Co. 3,100 114
Kaufman & Broad Home Corp. 3,200 48
Masco Corporation 16,000 502
*Owens-Corning Fiberglas Corp. 5,100 229
Pulte Corporation 2,700 91
Sherwin-Williams Company 8,600 350
--------
Total 1,431
--------
BUILDING-FOREST PRODUCTS (0.5%)
Boise Cascade Corporation 4,800 166
Champion International 9,800 412
Georgia-Pacific Corp. 9,200 631
Louisiana Pacific Corporation 10,900 264
Potlatch Corporation 3,000 120
Weyerhaeuser Company 20,600 891
--------
Total 2,484
--------
CHEMICALS (2.8%)
Air Products & Chemicals, Inc. 11,300 596
Dow Chemical Company 27,200 1,914
E.I. du Pont de Nemours & Co. 56,200 3,928
Eastman Chemical Company 8,225 515
Ecolab, Inc. 6,500 195
*FMC Corporation 3,700 250
Freeport McMoRan Copper & Gold, Inc. 20,600 579
</TABLE>

B-70
<PAGE> 90

NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (CONTINUED)
CHEMICALS (CONTINUED)
B.F. Goodrich Company 2,600 $ 177
W.R. Grace & Co. 9,600 568
Great Lakes Chemical 6,600 475
Hercules Incorporated 11,300 637
Mallinckrodt Group 7,800 284
Monsanto Company 11,700 1,433
PPG Industries Inc. 20,500 938
Praxair, Inc. 14,000 471
Rohm & Haas Company 6,800 438
Union Carbide Corporation 13,900 521
--------
Total 13,919
--------
CHEMICALS-SPECIALITY (0.3%)
Avery Dennison Corp. 5,400 271
Engelhard Corp. 14,502 315
Morton International, Inc. 15,000 538
Nalco Chemical Company 6,800 205
Sigma-Aldrich Corp. 5,000 247
--------
Total 1,576
--------
COAL, GAS AND PIPELINE (0.1%)
Eastern Enterprises 2,000 70
NACCO Industries, Inc. 900 50
Sonat Inc. 8,700 310
--------
Total 430
--------
CONTAINERS (0.1%)
Ball Corporation 3,000 82
Bemis Company, Inc. 5,200 133
*Crown Cork & Seal Company, Inc. 9,100 380
--------
Total 595
--------
DIVERSIFIED (2.0%)
Allied Signal Inc. 28,700 1,363
Corning Inc. 23,300 746
Dial Corp. 9,400 278
ITT Corp. 11,700 620
Loews Corp. 11,900 933
Minnesota Mining & Manufacturing
Co. 42,500 2,816
National Service Industries, Inc. 4,900 159
Ogden Corporation 4,900 105
*Teledyne, Inc. 5,600 143
Tenneco Inc. 18,300 908
Textron Inc. 8,600 580
Tyco Laboratories, Inc. 15,500 552
Whitman Corporation 10,600 246
Worthington Industries 9,150 190
--------
Total 9,639
--------
DRUGS (6.1%)
*Alza Corp. 8,300 205
American Home Products Corp. 31,400 3,046
*Amgen Inc. 26,800 1,591
Bristol-Myers Squibb Company 51,300 4,405
Eli Lilly & Company 55,800 3,139
Merck & Co., Inc. 125,200 8,232
Pharmacia & Upjohn Inc. 51,005 1,976
Pfizer Inc. 63,900 4,026
Schering-Plough Corporation 37,700 2,064
Warner-Lambert Company 13,600 1,321
--------
Total 30,005
--------

<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
ELECTRICAL EQUIPMENT (3.3%)
Emerson Electric Co. 22,700 $ 1,856
General Electric Company 171,400 12,341
W.W. Grainger, Inc. 5,100 338
Honeywell Inc. 12,900 627
Raychem Corp. 4,400 250
Thomas & Betts Corporation 2,000 147
Westinghouse Electric Corp. 39,700 655
--------
Total 16,214
--------
ELECTRONICS (1.9%)
*Advanced Micro Devices, Inc. 10,500 173
AMP Incorporated 21,972 843
*Applied Materials Inc. 17,900 705
Harris Corporation 3,900 213
Intel Corp. 83,300 4,727
*LSI Logic 13,000 426
Micron Technology 20,900 828
*National Semiconductor Corp. 12,500 278
Perkin-Elmer Corporation 4,200 159
Tektronix, Inc. 3,400 167
Texas Instruments Incorporated 19,000 983
--------
Total 9,502
--------
ENGINEERING & CONSTRUCTION (0.1%)
Fluor Corporation 8,400 554
--------
ENVIRONMENTAL CONTROL (0.6%)
Browning-Ferris Industries Inc. 21,500 634
Johnson Controls Inc. 4,100 282
Laidlaw Transportation Limited 29,800 305
Millipore Corp. 4,500 185
Safety-Kleen Corp. 5,700 89
WMX Technologies, Inc. 49,100 1,467
--------
Total 2,962
--------
FEDERAL GOVERNMENT AGENCY RELATED (1.0%)
Federal Home Loan Mortgage Corp. 18,300 1,528
Federal National Mortgage Assoc. 27,600 3,426
--------
Total 4,954
--------
FINANCIAL SERVICES (1.9%)
American Express Company 49,400 2,044
Beneficial Corp. 5,400 252
Dean Witter, Discover & Co. 17,100 804
Household International Inc. 9,900 585
MBNA Corp. 15,000 553
Marsh & McLennan Companies, Inc. 7,300 648
Merrill Lynch & Co., Inc. 17,800 908
Morgan Stanley Group Inc. 7,800 629
Salomon Inc. 10,800 383
Transamerica Corporation 6,900 503
Travelers Group Inc. 32,333 2,033
--------
Total 9,342
--------
FOOD SERVICE/LODGING (1.0%)
*Darden Restaurant Inc. 16,000 190
*Harrah's Entertainment 10,400 252
Hilton Hotels Corporation 4,900 301
</TABLE>

B-71
<PAGE> 91
NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (CONTINUED)
FOOD SERVICE/LODGING (CONTINUED)
Luby's Cafeterias, Inc. 2,300 $ 51
Marriott International 12,700 486
McDonald's Corporation 70,300 3,172
*Ryan's Family Steak Houses, Inc. 5,300 37
*Shoney's Inc. 4,100 42
Wendy's International, Inc. 10,400 221
--------
Total 4,752
--------
FOODS (3.0%)
Archer Daniels Midland Company 54,877 988
CPC International Corp. 14,800 1,016
Campbell Soup Company 25,300 1,518
ConAgra Inc. 24,900 1,027
General Mills, Inc. 16,000 924
H.J. Heinz Company 36,950 1,224
Hershey Foods Corp. 7,900 513
Kellogg Company 22,200 1,715
Pioneer Hi-Bred International 8,500 473
Quaker Oats Company 13,600 469
Ralston Purina Group 10,500 655
Sara Lee Corporation 48,500 1,546
Unilever, N.V. 16,200 2,280
Wm. Wrigley Jr. Company 11,800 619
--------
Total 14,967
--------
HOSPITAL SUPPLIES (3.9%)
Abbott Laboratories Inc. 80,300 3,353
Allergan Incorporated 6,500 211
Allergan Incorporated -- Rights 183 0
C.R. Bard, Inc. 5,600 181
Bausch & Lomb Inc. 5,800 230
Baxter International Inc. 28,000 1,173
Becton, Dickinson & Company 6,700 502
*Beverly Enterprises, Inc. 9,900 105
*Biomet, Inc. 11,700 209
*Boston Scientific Corp. 16,400 804
Columbia/HCA Healthcare
Corporation 44,900 2,279
*Community Psychiatric Centers 4,300 53
Humana, Inc. 16,400 449
Johnson & Johnson 65,300 5,591
Manor Care, Inc. 6,300 221
Medtronic, Incorporated 23,400 1,307
St. Jude Medical, Inc. 7,100 305
*Tenet Healthcare Corp. 20,200 419
United Healthcare Corp. 17,600 1,153
U.S. HealthCare Incorporated 15,600 725
U.S. Surgical Corporation 5,800 124
--------
Total 19,394
--------
HOUSEHOLD FURNITURE/APPLIANCES (0.5%)
Armstrong World Industries, Inc. 3,800 236
Black & Decker Corporation 8,700 307
Maytag Corporation 10,900 221
Newell Co. 16,000 414
Premark International, Inc. 6,400 324
Rubbermaid, Inc. 16,000 408
Stanley Works 4,500 232
Whirlpool Corporation 7,500 399
--------
Total 2,541
--------

<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
INSURANCE (2.9%)
Aetna Life & Casualty Company 11,500 $ 796
Alexander & Alexander Services 4,400 84
Allstate Corporation 45,414 1,868
American General Corporation 20,700 722
American International Group,
Inc. 47,950 4,435
CIGNA Corporation 7,300 754
Chubb Corporation 8,800 851
General Re Corporation 8,300 1,287
ITT Hartford Group 11,700 566
Jefferson-Pilot Corp. 7,200 335
Lincoln National Corporation 10,500 564
Providian Corporation 9,600 391
SAFECO Inc. 12,700 438
St. Paul Companies, Inc. 8,600 478
Torchmark Corporation 7,200 326
UNUM Corporation 7,300 402
USF&G Corp. 11,300 191
USLIFE Corporation 3,450 103
--------
Total 14,591
--------
LEISURE RELATED (1.5%)
*3COM Corp. 16,800 783
*Bally Entertainment Corporation 4,600 64
Brunswick Corporation 9,700 233
Walt Disney Company 52,700 3,109
Fleetwood Enterprises, Inc. 4,700 121
Handlemann Co. 3,300 19
Hasbro Inc. 8,900 276
*King World Productions, Inc. 3,700 144
Mattel, Inc. 22,431 690
Outboard Marine Corporation 2,000 41
*Viacom Incorporated 36,556 1,677
--------
Total 7,157
--------
MACHINERY (1.2%)
Briggs & Stratton Corporation 3,000 130
Caterpillar Inc. 20,100 1,181
Cincinnati Milacron Inc. 3,400 89
Cooper Industries, Inc. 10,900 401
Cummins Engine Company, Inc. 4,100 152
Deere & Company 26,300 927
Dover Corporation 11,500 424
Foster Wheeler Corporation 4,100 174
General Signal Corporation 4,800 155
Giddings & Lewis Company 3,400 56
Harnischfeger Industries, Inc. 4,900 163
Illinois Tool Works Inc. 11,900 702
Ingersoll-Rand Company 10,700 376
Pall Corporation 11,600 312
Parker-Hannifin Corporation 7,450 255
Timken Company 3,100 119
TRINOVA Corp. 2,900 83
*Varity Corporation 4,100 152
--------
Total 5,851
--------
MEDIA (0.7%)
Capital Cities/ABC, Inc. 15,600 1,925
Comcast Corp. 24,250 441
*Tele-Communications, Inc. 66,100 1,314
--------
Total 3,680
--------
</TABLE>

B-72
<PAGE> 92
NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (CONTINUED)
METALS & MINING (1.2%)
Alcan Aluminum Limited 22,800 $ 710
Aluminum Co. of America 18,100 957
ASARCO, Inc. 4,300 138
Barrick Gold Corporation 35,800 944
Cyprus Minerals Co. 9,350 244
Echo Bay Mines Limited Co. 11,400 118
Homestake Mining Company 14,000 219
Inco Limited 12,000 399
Newmont Mining Corporation 8,688 393
Phelps Dodge Corporation 7,000 436
Placer Dome Incorporated 24,200 584
Reynolds Metals Company 6,400 362
Santa Fe Pacific Gold Corporation 13,260 161
--------
Total 5,665
--------
OFFICE EQUIPMENT (3.9%)
*Amdahl Corporation 12,000 102
Apple Computer, Inc. 12,300 392
*Cabletron Systems Inc. 7,200 583
*Cisco Systems Incorporated 27,500 2,052
*Compaq Computer Corporation 26,700 1,282
*Cray Research, Inc. 2,500 62
*Data General Corporation 3,700 51
*Digital Equipment Corporation 14,900 955
Hewlett-Packard Company 51,800 4,338
*Intergraph Corp. 4,700 74
International Business Machines
Corp. 57,600 5,285
Moore Corporation Ltd. 10,100 188
Pitney Bowes Inc. 15,300 719
*Silicon Graphics 16,000 440
*Sun Microsystems Inc. 19,300 881
*Tandem Computers Inc. 11,800 125
*Unisys Corporation 17,300 97
Xerox Corporation 10,900 1,493
--------
Total 19,119
--------
OFFICE EQUIPMENT-SERVICES (2.6%)
Alco Standard Corporation 11,300 516
Autodesk, Inc. 4,800 164
Automatic Data Processing, Inc. 14,600 1,084
*Ceridian Corp. 6,700 276
Computer Associates International
Inc. 24,350 1,385
*Computer Sciences Corp. 5,600 393
First Data Corporation 22,300 1,491
*Microsoft Corporation 59,300 5,204
*Novell, Inc. 37,400 533
*Oracle Corporation 43,900 1,860
Shared Medical Systems Corp. 2,300 125
--------
Total 13,031
--------
OIL & GAS-DOMESTIC (1.4%)
Amerada Hess Corporation 9,400 498
Ashland, Inc. 6,400 225
Atlantic Richfield Company 16,300 1,805
Burlington Resource Inc. 12,800 502
Coastal Corp. 10,600 395
Kerr-McGee Corporation 5,200 330
Louisiana Land & Exploration Co. 3,400 146
Occidental Petroleum Corporation 32,200 688
*Oryx Energy Company 10,500 140

<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
OIL & GAS-DOMESTIC (CONTINUED)
Pennzoil Company 4,700 $ 199
Phillips Petroleum Company 26,500 904
*Santa Fe Energy Resources, Inc. 9,100 88
Sun Company, Inc. 7,600 208
Unocal Corp. 24,900 725
--------
Total 6,853
--------
OIL & GAS-INTERNATIONAL (6.3%)
Amoco Company 50,200 3,608
Chevron Corp. 66,000 3,465
Exxon Corporation 125,700 10,072
Mobil Corporation 40,000 4,480
Royal Dutch Petroleum Co., ADR 54,200 7,649
Texaco Inc. 26,300 2,065
--------
Total 31,339
--------
OIL FIELD SERVICES (0.7%)
Baker Hughes Inc. 14,300 349
Dresser Industries, Inc. 18,500 451
Halliburton Company 11,600 587
Helmerich & Payne, Inc. 2,500 74
McDermott International, Inc. 5,500 121
*Rowan Companies, Inc. 8,400 83
Schlumberger Limited 24,500 1,697
*Western Atlas Inc. 5,400 273
--------
Total 3,635
--------
PAPER (1.1%)
Federal Paper Board, Inc. 4,600 239
International Paper Company 25,800 977
James River Corp. of Virginia 8,300 200
Kimberly-Clark Corporation 28,222 2,336
Mead Corp. 5,400 282
*Stone Container Corporation 9,700 139
Temple-Inland Inc. 5,700 252
Union Camp Corporation 7,100 338
Westvaco Corporation 10,250 284
Willamette Industries Inc. 5,600 315
--------
Total 5,362
--------
PHOTO & OPTICAL (0.5%)
Eastman Kodak Company 34,600 2,318
Polaroid Corporation 4,600 218
--------
Total 2,536
--------
PRINTING & PUBLISHING (1.5%)
American Greetings Corp. 7,500 207
Deluxe Corp. 8,400 244
R.R. Donnelley & Sons Company 15,500 610
Dow Jones & Company, Inc. 9,800 391
Dun & Bradstreet Corporation 17,100 1,107
Gannett Company, Inc. 14,200 872
Harcourt General 7,400 310
John H. Harland Company 3,000 63
Jostens, Inc. 3,900 95
Knight-Ridder Inc. 5,000 313
McGraw-Hill, Inc. 5,100 444
Meredith Corporation 2,800 117
New York Times Company 9,800 290
Time Warner Inc. 39,100 1,481
Times Mirror Company 11,300 383
</TABLE>

B-73
<PAGE> 93

NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (CONTINUED)
PRINTING & PUBLISHING (CONTINUED)
Tribune Company 6,600 $ 403
--------
Total 7,330
--------
PROFESSIONAL SERVICES (0.4%)
H & R Block, Inc. 10,600 429
*CUC International Inc. 17,650 602
Interpublic Group of Cos., Inc. 7,900 343
Service Corporation International 10,500 462
--------
Total 1,836
--------
RAILROADS (1.0%)
Burlington Northern Santa Fe Co. 14,407 1,124
CSX Corporation 21,200 967
Conrail Incorporated 7,900 553
Norfolk Southern Corporation 13,300 1,056
Union Pacific Corporation 20,800 1,373
--------
Total 5,073
--------
RETAIL-FOOD (0.7%)
Albertson's, Inc. 25,700 845
American Stores Co. 15,000 401
Fleming Companies, Inc. 3,800 78
Giant Food Inc. 6,000 189
Great Atlantic & Pacific Tea Co.,
Inc. 3,800 87
*Kroger Company 12,400 465
Supervalu Inc. 6,900 217
Sysco Corporation 18,500 601
Winn-Dixie Stores, Inc. 15,300 564
--------
Total 3,447
--------
RETAIL-GENERAL (3.8%)
Charming Shoppes Incorporated 10,100 29
Circuit City Stores, Inc. 9,800 271
Dayton Hudson Corporation 7,300 548
Dillard Department Stores, Inc. 11,400 325
*Federated Department Stores, Inc. 20,500 564
The Gap, Inc. 14,600 613
Home Depot, Inc. 48,199 2,308
K Mart Corporation 46,400 336
The Limited Inc. 36,200 629
Longs Drug Stores Corp. 2,100 101
Lowe's Companies, Inc. 16,200 543
May Department Stores Company 25,200 1,065
Melville Corporation 10,600 326
Mercantile Stores Company 3,700 171
Nordstrom, Inc. 8,300 336
J.C. Penney Company, Inc. 23,000 1,095
Pep Boys - Manny, Moe & Jack 6,200 159
*Price/Costco, Inc. 19,707 301
Rite Aid Corporation 8,500 291
Sears, Roebuck & Company 39,400 1,537
TJX Companies, Inc. 7,300 138
Tandy Corporation 6,600 274
*Toys "R" Us 28,000 609
Wal-Mart Stores, Inc. 232,500 5,202
Walgreen Company 24,900 744
*Woolworth Corp. 13,400 174
--------
Total 18,689
--------
SAVINGS & LOAN (0.2%)
H.F. Ahmanson & Company 11,900 315
Golden West Financial Corp. 5,900 326
Great Western Financial Corp. 13,800 352
--------
Total 993
--------

<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
SOAPS & TOILETRIES (2.2%)
Alberto-Culver Company 2,800 $ 96
Avon Products, Inc. 6,900 520
The Clorox Company 5,400 387
Colgate-Palmolive Co. 14,700 1,033
Gillette Company 44,900 2,340
International Flavors &
Fragrances, Inc. 11,300 542
The Procter & Gamble Company 69,600 5,777
--------
Total 10,695
--------
STEEL (0.3%)
*Armco Inc. 10,400 61
Bethlehem Steel Corporation 11,200 157
Inland Steel Industries, Inc. 4,900 123
Nucor Corp. 8,800 503
USX-Marathon Group 30,100 587
USX-U S Steel Group Inc. 8,300 255
--------
Total 1,686
--------
TELECOMMUNICATIONS (3.2%)
AT&T Corporation 160,500 10,392
*Andrew Corporation 3,950 151
Cox Communications 2 0
*DSC Communications Corp. 11,600 428
Motorola, Inc. 59,700 3,403
Northern Telecom Limited 25,700 1,105
Scientific-Atlanta, Inc. 7,800 117
*Tellabs Inc. 8,900 329
--------
Total 15,925
--------
TOBACCO (1.9%)
American Brands, Inc. 19,100 852
Philip Morris Companies, Inc. 85,000 7,693
UST Incorporated 19,800 661
--------
Total 9,206
--------
TRANSPORTATION-MISC. (0.0%)
Pittston Services Group 4,200 132
--------
TRUCKING-SHIPPING (0.2%)
Caliber Systems Inc. 4,000 196
Consolidated Freightways, Inc. 4,400 117
*Federal Express Corp. 5,700 421
Ryder System, Inc. 8,000 198
Yellow Corp. 2,800 35
--------
Total 967
--------
UTILITY-ELECTRIC (3.5%)
American Electric Power Co., Inc. 18,800 761
Baltimore Gas & Electric Co. 14,900 425
Carolina Power & Light Company 15,700 542
Central & South West Corporation 19,400 541
Cinergy Corporation 15,817 484
Consolidated Edison Co. of New
York 23,800 762
Detroit Edison Company 14,900 514
Dominion Resources Inc. 17,600 726
Duke Power Company 20,700 981
</TABLE>

B-74
<PAGE> 94
NORTHWESTERN MUTUAL SERIES FUND, INC.
INDEX 500 STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (CONTINUED)
UTILITY-ELECTRIC (CONTINUED)
Entergy Corporation 23,000 $ 673
FPL Group, Inc. 18,700 867
General Public Utilities 11,800 401
Houston Industries Incorporated 26,600 645
Niagara Mohawk Power Corporation 14,600 141
Northern States Power Company 6,900 339
Ohio Edison Company 15,400 362
PECO Energy Company 22,500 678
Pacific Enterprises 8,600 243
Pacific Gas & Electric Co. 42,900 1,217
PacifiCorp 28,800 612
Public Service Enterprise Group,
Inc. 24,800 760
SCECorp 45,100 801
Southern Company 67,400 1,660
Texas Utilities Company 22,900 942
UNICOM Corp. 21,700 711
Union Electric Company 10,300 430
--------
Total 17,218
--------
UTILITY-GAS (0.6%)
*Columbia Gas System Inc. 5,100 224
Consolidated Natural Gas Co. 9,400 427
Enron Corp. 25,500 972
ENSERCH Corporation 6,900 112
Nicor Inc. 5,100 140
Noram Energy Corporation 12,500 111
ONEOK, Inc. 2,700 62
Panhandle Eastern Corporation 15,200 424
Peoples Energy Corporation 3,500 111
Williams Companies, Inc. 10,300 452
--------
Total 3,035
--------
UTILITY-TELEPHONE (6.1%)
*Airtouch Communications 50,000 1,413
ALLTEL Corp. 19,100 563
Ameritech Corporation 56,100 3,310
Bell Atlantic Corporation 44,200 2,956

<CAPTION>
MARKET
SHARES/ VALUE
PAR (000'S)
---------- --------
<S> <C> <C>
UTILITY-TELEPHONE (CONTINUED)
Bellsouth Corporation 100,500 $ 4,372
GTE Corporation 98,200 4,321
MCI Communications Corporation 68,600 1,792
NYNEX Corp. 43,200 2,333
Pacific Telesis Group 43,400 1,459
SBC Communications Incorporated 61,700 3,548
Sprint Corporation 35,300 1,408
U S West Inc. 47,600 1,702
*U S West Media Group 47,600 904
--------
Total 30,081
--------
Total Common Stock 464,866
--------
PREFERRED STOCK (0.0%)
DIVERSIFIED (0.0%)
Teledyne, Inc. 209 $ 3
--------
Total Preferred Stock 3
--------
MONEY MARKET INVESTMENTS (5.9%)
CHEMICALS (0.7%)
+E.I. du Pont de Nemours, 5.77%,
1/10/96 $3,500,000 $ 3,495
--------
FEDERAL GOVERNMENT & AGENCIES (0.4%)
+U.S. Treasury, 5.23%, 5/30/96 2,000,000 1,956
--------
FINANCIAL SERVICES (1.6%)
+IBM Credit Corporation, 5.71%,
1/4/96 7,900,000 7,896
--------
PRINTING & PUBLISHING (1.6%)
+Gannett Company Inc., 5.75%,
1/10/96 8,000,000 7,989
--------
TOBACCO (1.6%)
+Philip Morris Companies, Inc.,
5.58%, 1/17/96 8,000,000 7,980
--------
Total Money Market Investments 29,316
--------
Total Investments $494,185
========
</TABLE>

* Non-Income Producing

+ Held by the custodian in a segregated account as collateral for open financial
futures contracts. Information regarding open futures contracts as of December
31, 1995 is summarized below:

<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION
NUMBER OF EXPIRATION (DEPRECIATION)
ISSUER CONTRACTS DATE (000'S)
-------------------- --------- ---------- --------------
<S> <C> <C> <C>
S&P 500 Stock Index 83 March 1996 $753
S&P 500 Stock Index 11 June 1996 (5)
------
Total $748
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-75
<PAGE> 95

NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- -------
<S> <C> <C>
COMMON STOCK (93.1%)
AEROSPACE (1.2%)
Boeing Company 13,000 $ 1,019
-------
AIRLINES (1.5%)
*AMR Corporation 3,600 267
Delta Air Lines, Inc. 5,000 369
*Midwest Express Holdings, Inc. 25,000 694
-------
Total 1,330
-------
AUTO & TRUCKS (1.0%)
Chrysler Corporation 16,100 891
-------
AUTO RELATED (1.2%)
Echlin Inc. 14,600 533
Magna International Inc. 12,200 528
-------
Total 1,061
-------
BANKS (4.5%)
Chase Manhattan Corporation 18,000 1,091
Citicorp 10,900 733
First Interstate Bancorp 5,500 751
First Union Corporation 16,100 896
Mellon Bank Corporation 7,300 392
-------
Total 3,863
-------
BEVERAGES (2.1%)
Coca-Cola Company 8,600 639
Pepsico Inc. 20,700 1,157
-------
Total 1,796
-------
CHEMICALS (2.4%)
Air Products & Chemicals, Inc. 13,700 723
E.I. du Pont de Nemours & Co. 10,150 709
PPG Industries Inc. 13,100 599
-------
Total 2,031
-------
CHEMICALS-SPECIALITY (2.4%)
Avery Dennison Corp. 15,000 752
Ecolab, Inc. 26,000 780
Nalco Chemical Company 17,000 512
-------
Total 2,044
-------
COAL, GAS AND PIPELINE (0.9%)
Sonat Inc. 21,000 748
-------
DIVERSIFIED (0.2%)
Minnesota Mining & Manufacturing
Company 2,500 166
-------
DRUGS (3.8%)
*Forest Laboratories Inc. 15,200 688
Eli Lilly & Company 11,600 653
Merck & Co., Inc. 17,000 1,118
Pfizer Inc. 12,600 794
-------
Total 3,253
-------
ELECTRICAL EQUIPMENT (3.6%)
Emerson Electric Co. 15,000 1,226
General Electric Company 14,100 1,015
W.W. Grainger, Inc. 12,600 835
-------
Total 3,076
-------

<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- -------
<S> <C> <C>
ELECTRONICS (3.0%)
AVX Corporation 10,000 $ 265
*Applied Materials Inc. 19,300 760
Intel Corp. 12,000 681
Molex Inc. 29,408 901
-------
Total 2,607
-------
ENVIRONMENTAL CONTROL (0.8%)
Browning-Ferris Industries Inc. 24,200 714
-------
FINANCIAL SERVICES (2.6%)
Dean Witter, Discover & Co. 11,300 531
*Donaldson, Lufkin & Jenrette 30,000 937
Franklin Resources 14,800 746
-------
Total 2,214
-------
FOOD SERVICE/LODGING (3.1%)
*Harrah's Entertainment 29,000 703
McDonald's Corporation 21,500 970
*Promus Hotels 45,000 1,001
-------
Total 2,674
-------
FOODS (3.6%)
CPC International Corp. 14,600 1,002
Campbell Soup Company 15,500 930
General Mills, Inc. 16,800 970
Kellogg Company 3,000 232
-------
Total 3,134
-------
HOSPITAL SUPPLIES (5.2%)
Columbia/HCA Healthcare Corp. 22,400 1,137
Guidant Corp. 18,000 760
Johnson & Johnson 15,100 1,293
Manor Care, Inc. 3,800 133
United Healthcare Corp. 18,000 1,179
-------
Total 4,502
-------
HOUSEWARES (1.2%)
Newell Co. 41,500 1,074
-------
INSURANCE (4.4%)
Aetna Life & Casualty Company 12,300 852
CIGNA Corporation 9,000 929
PMI Group Inc. 15,000 679
Prudential Reinsurance, Inc. 57,000 1,332
-------
Total 3,792
-------
LEISURE RELATED (2.3%)
Walt Disney Company 16,700 985
Mattel, Inc. 31,425 966
-------
Total 1,951
-------
MACHINERY (1.0%)
Deere & Company 4,600 162
Ingersoll-Rand Company 20,000 702
-------
Total 864
-------
OFFICE EQUIPMENT (3.7%)
*BT Office Products International 45,000 720
Hewlett-Packard Company 14,000 1,172
International Business Machines
Corp. 14,500 1,330
-------
Total 3,222
-------
</TABLE>

B-76
<PAGE> 96

NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- -------
<S> <C> <C>
COMMON STOCK (CONTINUED)
OFFICE EQUIPMENT-SERVICES (4.9%)
Alco Standard Corporation 25,200 $ 1,150
Automatic Data Processing, Inc. 2,400 178
DST Systems, Inc. 40,000 1,140
General Motors, Class E 23,100 1,201
*Microsoft Corporation 5,800 509
-------
Total 4,178
-------
OIL & GAS-DOMESTIC (1.5%)
Ashland, Inc. 9,100 320
Tosco Corp. 5,000 191
Unocal Corp. 27,700 807
-------
Total 1,318
-------
OIL & GAS-INTERNATIONAL (4.6%)
Amoco Company 12,100 870
British Petroleum Co. Ltd. 6,800 694
Exxon Corporation 10,900 873
Mobil Corporation 9,800 1,098
Texaco Inc. 5,400 424
-------
Total 3,959
-------
PAPER (0.6%)
International Paper Company 14,000 530
-------
PRINTING & PUBLISHING (1.5%)
McGraw-Hill Companies 8,100 706
Tribune Company 9,500 581
-------
Total 1,287
-------
RAILROADS (3.9%)
Burlington Northern Santa Fe 11,300 881
+Canadian National Railway Co. 75,000 1,687
*Southern Pacific Transportation
Co. 32,000 768
-------
Total 3,336
-------
RETAIL-FOOD (0.9%)
Albertson's, Inc. 23,100 759
-------
RETAIL-GENERAL (6.3%)
Dayton Hudson Corporation 5,600 420
*Federated Department Stores 24,200 665
Home Depot, Inc. 27,200 1,302
*OfficeMax, Inc. 51,200 1,146
J.C. Penney Company, Inc. 13,100 624
Wal-Mart Stores, Inc. 20,200 452
Walgreen Company 26,600 795
-------
Total 5,404
-------

<CAPTION>
MARKET
SHARES/ VALUE
PAR (000'S)
---------- -------
<S> <C> <C>
SOAPS & TOILETRIES (2.5%)
Colgate-Palmolive Co. 9,000 $ 632
Gillette Company 14,000 730
The Procter & Gamble Company 9,700 805
-------
Total 2,167
-------
TELECOMMUNICATIONS (5.2%)
AT&T Corporation 19,800 1,282
*DSC Communications Corp. 12,500 461
Frontier Corp. 35,600 1,068
Motorola, Inc. 13,000 741
*WorldCom, Inc. 25,000 881
-------
Total 4,433
-------
TOBACCO (0.8%)
Philip Morris Companies, Inc. 8,000 724
-------
UTILITY-ELECTRIC (2.2%)
Duke Power Company 19,700 933
FPL Group, Inc. 11,800 547
Southern Company 17,900 441
-------
Total 1,921
-------
UTILITY-TELEPHONE (2.5%)
Ameritech Corporation 12,400 732
GTE Corporation 19,600 862
U S West Inc. 9,500 340
*U S West Media Group 9,500 181
-------
Total 2,115
-------
Total Common Stock 80,157
-------
MONEY MARKET INVESTMENTS (6.9%)
FINANCIAL SERVICES (1.2%)
IBM Credit Corporation, 5.73%,
1/4/96 $1,000,000 $ 999
-------
FOODS (1.9%)
Cargill Incorporated, 5.75%, 1/2/96 1,600,000 1,600
-------
PRINTING & PUBLISHING (1.9%)
Gannett Company Inc., 5.75%,
1/10/96 1,600,000 1,598
-------
TOBACCO (1.9%)
++Philip Morris Companies, Inc.
5.58%, 1/17/96 1,600,000 1,596
-------
Total Money Market Investments 5,793
-------
Total Investments $85,950
=======
</TABLE>

* Non-Income Producing

+ Installment payment security purchased November 16, 1995, for which the
Portfolio has paid $900,000 as of December 31, 1995. The Portfolio will make
the final installment payment of approximately $600,000 on November 29, 1996.

++ $600,000 is segregated as collateral for future payment of the installment
payment security.

The Accompanying Notes are an Integral Part of the Financial Statements

B-77
<PAGE> 97

NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH AND INCOME STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (95.8%)
AEROSPACE (1.6%)
Boeing Company 10,500 $ 823
Sundstrand Corp. 20,200 1,422
--------
Total 2,245
--------
AUTO & TRUCKS (2.1%)
General Motors Corporation 53,100 2,808
--------
AUTO RELATED (0.9%)
Cooper Tire & Rubber Company 47,500 1,170
--------
BANKS (6.9%)
BankAmerica Corporation 40,600 2,629
First Union Corporation 32,200 1,791
Firstar Corporation 44,300 1,755
NationsBank Corp. 36,300 2,527
Standard Federal Bancorp 17,800 701
--------
Total 9,403
--------
BEVERAGES (2.9%)
Anheuser-Busch Companies Inc. 9,600 642
Pepsico Inc. 58,100 3,246
--------
Total 3,888
--------
BROADCASTING (0.5%)
Turner Broadcasting System 25,500 663
--------
BUILDING & CONSTRUCTION (0.6%)
*USG Corporation 29,400 882
--------
CHEMICALS (3.2%)
Albemarle Corporation 73,900 1,432
E.I. du Pont de Nemours & Co. 19,100 1,335
Freeport McMoRan Copper & Gold Inc. 1,029 26
Union Carbide Corporation 42,400 1,590
--------
Total 4,383
--------
CHEMICALS-SPECIALITY (0.7%)
Wellman Inc. 43,300 985
--------
COAL, GAS AND PIPELINE (0.8%)
Anadarko Petroleum Corp. 21,000 1,137
--------
DIVERSIFIED (2.8%)
Allied Signal Inc. 62,200 2,954
*Coltec Industries Inc. 70,500 819
--------
Total 3,773
--------
DRUGS (3.8%)
*Forest Laboratories Inc. 30,900 1,398
Eli Lilly & Company 43,800 2,374
Warner-Lambert Company 13,200 1,282
--------
Total 5,054
--------
ELECTRICAL EQUIPMENT (3.6%)
General Electric Company 36,500 2,628
W.W. Grainger, Inc. 33,800 2,239
--------
Total 4,867
--------
ELECTRONICS (1.9%)
General Instrument Corp. 57,300 1,339
Hewlett-Packard Company 15,500 1,298
--------
Total 2,637
--------
ENVIRONMENTAL CONTROL (0.9%)
Wheelabrator Technologies Inc. 70,700 $ 1,184
--------
FINANCIAL SERVICES (1.4%)
Dean Witter, Discover & Co. 26,500 1,246
Great Western Financial Corp. 25,800 658
--------
Total 1,904
--------
FOODS (0.8%)
General Mills, Inc. 17,900 1,034
--------
HOSPITAL SUPPLIES (6.4%)
Bausch & Lomb Inc. 60,500 2,397
Columbia/HCA Healthcare Corp. 40,700 2,066
Healthcare Retirement Corp. 42,900 1,502
Humana, Inc. 99,800 2,732
--------
Total 8,697
--------
INSURANCE (2.9%)
AMBAC, Inc. 24,400 1,144
First Colony Corporation 34,100 865
Providian Corporation 46,800 1,907
--------
Total 3,916
--------
LEISURE RELATED (2.2%)
*Circus Circus Enterprises 68,500 1,909
International Game Technology 100,900 1,097
--------
Total 3,006
--------
MACHINERY (1.4%)
*Cooper Cameron Corp. 16,760 595
Cooper Industries, Inc. 35,462 1,303
--------
Total 1,898
--------
MEDIA (1.9%)
*Tele-Communications, Inc. 129,200 2,568
--------
METALS & MINING (1.8%)
Aluminum Co. of America 47,200 2,496
--------
OFFICE EQUIPMENT (1.5%)
Quantum Corp. 73,300 1,182
*Read-Rite Corporation 39,800 925
--------
Total 2,107
--------
OFFICE EQUIPMENT-SERVICES (2.0%)
Adobe Systems Incorporated 10,000 620
Autodesk, Inc. 36,200 1,240
*Novell, Inc. 58,700 836
--------
Total 2,696
--------
OIL & GAS-DOMESTIC (2.8%)
Ashland, Inc. 57,000 2,002
Sun Company, Inc. 32,000 876
Unocal Corp. 32,600 949
--------
Total 3,827
--------
OIL & GAS-INTERNATIONAL (5.2%)
British Petroleum Co. Ltd. 8,600 878
Chevron Corp. 28,000 1,470
Royal Dutch Petroleum Co., ADR 21,900 3,091
Texaco Inc. 21,900 1,719
--------
Total 7,158
--------
</TABLE>

B-78
<PAGE> 98

NORTHWESTERN MUTUAL SERIES FUND, INC.
GROWTH AND INCOME STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (CONTINUED)
PAPER (0.9%)
Mead Corp. 22,600 $ 1,181
--------
PRINTING & PUBLISHING (0.5%)
Time Warner Inc. 17,800 674
--------
PROFESSIONAL SERVICES (2.5%)
Service Corporation International 76,400 3,362
--------
RAILROADS (2.1%)
Union Pacific Corporation 44,500 2,937
--------
RETAIL-GENERAL (4.8%)
Melville Corporation 24,200 744
Nordstrom, Inc. 25,400 1,029
J.C. Penney Company, Inc. 36,400 1,733
*Symbol Technologies Inc. 20,500 810
TJX Companies, Inc. 11,000 208
Wal-Mart Stores, Inc. 90,100 2,016
--------
Total 6,540
--------
SAVINGS & LOAN (0.9%)
H.F. Ahmanson & Company 44,700 1,184
--------
SOAPS & TOILETRIES (3.9%)
Avon Products, Inc. 12,700 957
Colgate-Palmolive Co. 28,000 1,967
The Procter & Gamble Company 28,300 2,349
--------
Total 5,273
--------
TELECOMMUNICATIONS (4.7%)
AT&T Corporation 44,000 2,849
*Bay Networks 45,100 1,855
Motorola, Inc. 30,600 1,744
--------
Total 6,448
--------
TOBACCO (2.9%)
Philip Morris Companies, Inc. 44,000 3,982
--------
TRUCKING-SHIPPING (1.1%)
Consolidated Freightways, Inc. 57,000 1,510
--------

<CAPTION>
MARKET
SHARES/ VALUE
PAR (000'S)
---------- --------
<S> <C> <C>
UTILITY-ELECTRIC (3.7%)
Dominion Resources Inc. 24,800 $ 1,023
Entergy Corporation 44,400 1,299
Public Service Co. of Colorado 34,900 1,235
Western Resources 46,200 1,542
--------
Total 5,099
--------
UTILITY-TELEPHONE (4.3%)
Bellsouth Corporation 48,300 2,101
MCI Communications Corporation 37,800 988
U S West Inc. 61,900 2,213
*U S West Media Group 33,200 631
--------
Total 5,933
--------
Total Common Stock 130,509
--------
MONEY MARKET INVESTMENTS (4.2%)
CHEMICALS (0.7%)
E.I. du Pont de Nemours & Co.,
5.83%, 1/5/96 $1,000,000 $ 999
--------
FINANCIAL SERVICES (0.9%)
General Electric Capital Corp.,
5.76%, 1/17/96 600,000 599
IBM Credit Corporation, 5.73%,
1/4/96 600,000 600
--------
Total 1,199
--------
PRINTING & PUBLISHING (0.4%)
Gannett Company Inc., 5.75%,
1/10/96 600,000 599
--------
TOBACCO (2.2%)
Philip Morris Companies, Inc.,
5.78%, 1/5/96 3,000,000 2,998
--------
Total Money Market
Investments 5,795
--------
Total Investments $136,304
========
</TABLE>

* Non-Income Producing

The Accompanying Notes are an Integral Part of the Financial Statements

B-79
<PAGE> 99

NORTHWESTERN MUTUAL SERIES FUND, INC.
AGGRESSIVE GROWTH STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (93.7%)
AIRLINES (1.4%)
*ValuJet, Inc. 285,000 $ 7,054
*Western Pacific Airlines, Inc. 72,500 1,214
--------
Total 8,268
--------
AUTO RELATED (1.8%)
*Custom Chrome Inc. 180,800 4,181
*O'Reilly Automotive, Inc. 102,800 2,981
*Thompson PBE, Inc. 214,000 2,996
--------
Total 10,158
--------
BANKS (0.9%)
*Leader Financial Corp. 138,900 5,191
--------
BEVERAGES (0.9%)
*Robert Mondavi Corporation 185,900 5,135
--------
CHEMICALS (0.7%)
A. Schulman Inc. 174,950 3,936
--------
CHEMICALS-SPECIALITY (0.7%)
Cambrex Corporation 98,300 4,067
--------
CONSUMER PRODUCTS (1.7%)
*Blythe Industries, Inc. 342,200 10,095
--------
DRUGS (1.4%)
Cardinal Health Inc. 150,312 8,230
--------
ELECTRICAL EQUIPMENT (1.3%)
*Catalina Marketing Corporation 68,300 4,286
*CIDCO Incorporated 132,200 3,371
--------
Total 7,657
--------
ELECTRONICS (5.2%)
AVX Corporation 125,000 3,312
*Altera Corporation 78,600 3,910
*Applied Materials Inc. 96,200 3,788
*Electroglas, Inc. 137,000 3,356
*In Focus Systems Inc. 127,600 4,610
Methode Electronics Inc. 385,500 5,493
Molex Inc. 176,389 5,402
--------
Total 29,871
--------
ENVIRONMENTAL CONTROL (1.3%)
*TETRA Technologies, Inc. 336,250 7,650
--------
FINANCIAL SERVICES (2.9%)
Investors Financial Services 115,900 2,405
Money Store, Inc. 300,750 4,699
PMT Services, Inc. 180,300 5,454
WFS Financial Corporation 230,300 4,491
--------
Total 17,049
--------
FOOD SERVICE/LODGING (2.4%)
*Hospitality Franchise Systems,
Inc. 167,500 13,693
--------
HOSPITAL SUPPLIES (18.2%)
*Access Health, Inc. 47,000 2,080
*American Medical Response Inc. 202,800 6,591
*Apria Healthcare Group, Inc. 100,000 2,825
Columbia/HCA Healthcare Corp. 118,200 5,999
Compdent Corporation 161,800 6,715
*Gulf South Medical Supply, Inc. 290,000 8,772
*Heart Technology 228,500 7,512
*Inbrand Corporation 344,050 5,677
*Medaphis Corporation 167,400 6,194
*MediSense Inc. 252,000 7,969
*Patterson Dental Company 226,250 6,109
*PhyCor, Inc. 59,100 2,988
*Physician Sales & Service, Inc. 100,000 2,850
*Quorum Health Group, Inc. 216,300 4,759

HOSPITAL SUPPLIES (CONTINUED)
*Respironics Inc. 265,800 $ 5,582
*Sybron, Inc. 264,200 6,275
*United Dental Care, Inc. 104,100 4,294
United Healthcare Corp. 61,700 4,041
*Ventritex, Inc. 113,000 1,963
*Vivra Incorporated 243,300 6,113
--------
Total 105,308
--------
HOUSEHOLD FURNITURE (1.3%)
*Department 56, Inc. 189,200 7,261
--------
INSURANCE (1.4%)
Amerin Corp. 52,000 1,391
PMI Group Inc. 147,600 6,679
--------
Total 8,070
--------
LEISURE RELATED (2.8%)
*Broderbund Software Inc. 56,100 3,408
The Marcus Corporation 124,050 3,396
*Scientific Games Holding Corp. 213,900 8,075
*Studio Plus Hotels Inc. 40,500 1,043
--------
Total 15,922
--------
OFFICE EQUIPMENT (6.0%)
*Nu-Kote Holdings Inc. -- "A"
Series 377,200 6,412
*Peak Technologies 209,300 6,541
*Tivoli Systems Inc. 166,700 5,626
*Viking Office Products Inc. 175,200 8,147
*Zebra Technologies 239,200 8,133
--------
Total 34,859
--------
OFFICE EQUIPMENT-SERVICES (13.2%)
American Management System Inc. 255,650 7,669
*Corporate Express, Inc. 203,400 6,127
Danka Business Systems 194,900 7,211
First Data Corporation 147,095 9,837
HBO & Co. 75,000 5,747
*Hyperion Software 290,600 6,175
Medic Computer Systems, Inc. 86,200 5,215
*Metatools, Inc. 42,000 1,092
Paychex Incorporated 131,330 6,550
*Peoplesoft, Inc. 157,400 6,768
SPS Transactional Services, Inc. 136,700 4,050
*TESSCO Technologies Incorporated 190,700 5,435
*Transaction Systems Architects 132,000 4,455
--------
Total 76,331
--------
OIL & GAS PROGRAMS (0.8%)
Parker And Parsley Petroleum Co. 199,400 4,387
--------
OIL FIELD SERVICES (1.7%)
Production Operators Corp. 144,300 4,762
Tosco Corp. 130,000 4,956
--------
Total 9,718
--------
PAPER (0.9%)
Wausau Paper Mills Company 193,055 5,261
--------
PROFESSIONAL SERVICES (4.2%)
*CUC International Inc. 229,350 7,827
Cintas Corporation 150,300 6,688
*Interim Service 92,000 3,197
*Robert Half International Inc. 156,600 6,558
--------
Total 24,270
--------
RAILROADS (1.2%)
*Wisconsin Central Transportation 102,400 6,733
--------
</TABLE>

B-80
<PAGE> 100

NORTHWESTERN MUTUAL SERIES FUND, INC.
AGGRESSIVE GROWTH STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
---------- --------
<S> <C> <C>
COMMON STOCK (CONTINUED)
RETAIL-APPAREL (0.6%)
The Talbots, Inc. 113,600 $ 3,266
--------
RETAIL-GENERAL (7.7%)
*DST Systems, Inc. 93,800 2,673
*Eastbay, Inc. 128,000 2,528
Fastenal Co. 152,400 6,439
Global Direct Mail Corp. 200,000 5,500
*Kohl's Department Stores 75,000 3,937
*Micro Warehouse Inc. 105,400 4,559
*Oakley, Inc. 152,200 5,175
*OfficeMax, Inc. 316,200 7,075
Tractor Supply Company 221,200 4,369
*Trend-Lines, Inc. 231,000 2,310
--------
Total 44,565
--------
SOFTWARE (0.9%)
Sterling Software, Inc. 85,000 5,302
--------
TELECOMMUNICATIONS (6.6%)
*ADC Telecommunication 118,300 4,318
*APAC TeleServices, Inc. 118,400 3,952
*AirTouch Communications 182,600 5,158
*CellStar Corp. 73,200 1,903
*Firefox Communications, Inc. 110,000 2,585
*LCI International 291,200 5,970
LIN Television Corp. 121,500 3,615
*Saville Systems PLC-ADR 200,000 2,850
*Tellabs Inc. 155,400 5,750
*Uunet Technologies, Inc. 37,000 2,331
--------
Total 38,432
--------
TRANSPORTATION (0.1%)
Cronos Group 40,000 470
--------
<CAPTION>
MARKET
SHARES/ VALUE
PAR (000'S)
---------- --------
<S> <C> <C>
TRUCKING-SHIPPING (3.5%)
*Eagle USA Airfreight, Inc. 20,000 $ 525
*Fritz Companies, Inc. 286,200 11,877
*Heartland Express Incorporated 237,827 4,697
*Landstar System, Inc. 125,000 3,344
--------
Total 20,443
--------
Total Common Stock 541,598
--------
MONEY MARKET INVESTMENTS (6.3%)
CHEMICALS (1.3%)
E.I. du Pont de Nemours & Co.,
5.83%, 1/5/96 $7,500,000 $ 7,495
--------
FINANCIAL SERVICES (1.4%)
IBM Credit Corporation,
5.73%, 1/4/96 8,000,000 7,996
--------
FOODS (0.8%)
Cargill Incorporated,
5.75%, 1/2/96 5,000,000 4,999
--------
PRINTING & PUBLISHING (1.4%)
Gannett Company Inc.,
5.75%, 1/10/96 8,000,000 7,989
--------
TOBACCO (1.4%)
Philip Morris Companies, Inc.,
5.58%, 1/17/96 8,000,000 7,980
--------
Total Money Market Investments 36,459
--------
Total Investments $578,057
========
</TABLE>

* Non-Income Producing

The Accompanying Notes are an Integral Part of the Financial Statements

B-81
<PAGE> 101

NORTHWESTERN MUTUAL SERIES FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
COUNTRY SHARES (000'S)
------- ----------- --------
<S> <C> <C> <C>
COMMON STOCKS (87.5%)
AIRLINES (1.3%)
Singapore Airlines Ltd. Sing. 205,000 $ 1,913
Qantas Airways (144A) Austrl. 155,000 2,581
--------
Total 4,494
--------
APPLIANCES & HOUSEHOLD DURABLES (1.5%)
Sony Corporation Jpn. 83,000 4,976
--------
AUTOMOBILES (2.5%)
Renault SA Fr. 117,500 3,387
Volvo Aktieboleget, B Free Swe. 240,000 4,914
--------
Total 8,301
--------
BANKING & CREDIT (15.6%)
Argentina Corp. Bancaris de
Espana, ADR Sp. 195,000 3,924
Australia & New Zealand Bank
Group Austrl. 926,097 4,343
Banco de Andulucia Sp. 30,000 4,370
Banque National de Paris,
ADR (144A) Fr. 117,000 5,284
Barclay's Bank, PLC U.K. 311,016 3,566
Banco Bilboa Vizcaya Sp. 162,500 5,844
Banco Portugues de
Investimentos Port. 71,350 853
Canadian Imperial Bank of
Commerce Can. 177,000 5,266
Deutsche Bank Ger. 88,000 4,171
HSBC Holdings H.K. 278,237 4,210
National Bank of Canada
Montreal Can. 360,000 2,933
Panin Bank Indo. 580,000 520
Stadshypotek AB "A" Swe. 120,000 2,403
Svenska Handelsbanken S A Swe. 252,000 5,236
--------
Total 52,923
--------
BUILDING MATERIALS AND COMPONENTS (1.2%)
Pioneer International Ltd. Austrl. 1,600,000 4,127
--------
BUSINESS & PUBLIC SERVICE (4.5%)
Esselte AB, Series A Swe. 269,900 4,063
SGS Holdings Swtz. 2,770 5,497
Welsh Water PLC U.K. 371,666 4,472
*Waste Management PLC U.K. 98,000 1,053
--------
Total 15,085
--------
CHEMICALS (4.4%)
Bayer AG Ger. 18,000 4,751
European Vinyls Corp. EVC
International Neth. 36,525 949
Rhone Poulenc S.A., Series A Fr. 243,000 5,212
Solvay Et Cie A NPV Bel. 7,300 3,956
--------
Total 14,868
--------
CONSTRUCTION AND HOUSING (1.2%)
Daito Trust Construction Co. Jpn. 195,000 2,304
Kyudenko Corp. Jpn. 122,000 1,607
--------
Total 3,911
--------
ELECTRICAL & ELECTRONICS (5.2%)
BBC Brown, Boveri & Co.,
Series A Swtz. 4,730 5,492

Hitachi Ltd. Jpn. 450,000 4,533
Alcatel Alsthom DG Fr. 49,000 4,230
BICC U.K. 815,000 3,482
--------
Total 17,737
--------
ENERGY SOURCES (3.7%)
Repsol SA Sp. 122,000 3,991
Saga Petroleum, Series "A" Nor. 260,000 3,471
Societe Nationale Elf
Aquitaine Fr. 70,301 5,186
--------
Total 12,648
--------
FINANCIAL SERVICES (3.8%)
AXA SA Fr. 27,000 1,822
*Capital Portugal Fund Port. 16,000 1,411
Chile Fund U.S. 35,000 910
India Fund, Series "B" U.K. 1,256,515 2,118
*JF Indonesia Fund Inc. H.K. 456,600 502
Korea International Trust Kor. 52 2,964
Thai Fund Inc. Thai 50,500 1,130
Thailand International Fund Thai 70 2,082
--------
Total 12,939
--------
FOOD & HOUSEHOLD PRODUCTS (3.1%)
Albert Fisher Group U.K. 4,884,524 3,566
Cafe de Coral Holdings, Ltd. H.K. 7,072,000 1,610
Hillsdown Holdings U.K. 1,531,627 4,045
Vitro SA NPV Mex. 768,400 1,195
--------
Total 10,416
--------
FOREST PRODUCTS & PAPER (3.2%)
Barito Pacific Timber Indo. 937,000 686
Carter Holt Harvey Ltd. N.Z. 1,995,957 4,306
Metsa-Serla OY "B" Fin. 55,500 1,710
Stora Kopparbergs, Series B
Free Swed. 350,000 4,189
--------
Total 10,891
--------
HEALTH & PERSONAL CARE (3.0%)
Astra AB, Series A Free Swed. 140,000 5,585
Hafslund Nycomed "A" Norw. 170,000 4,432
--------
Total 10,017
--------
INSURANCE (4.8%)
Aegon NV Neth. 117,837 5,212
International Nederlanden
Group Neth. 76,000 5,076
London Insurance Group Can. 162,600 3,289
*Zurich Versicherung Namen Swtz. 8,400 2,511
--------
Total 16,088
--------
MACHINERY & ENGINEERING (1.3%)
VA Technologies AG Bearer
(144A) Aus. 30,000 3,806
Hitachi Koki Co. Ltd. Jpn. 75,000 680
--------
Total 4,486
--------
MERCHANDISING (1.4%)
Koninklijke Bijenkorf Beheer Neth. 42,874 2,831
Kwik Save Group U.K. 226,100 1,756
--------
Total 4,587
--------
</TABLE>

B-82
<PAGE> 102

NORTHWESTERN MUTUAL SERIES FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
COUNTRY SHARES (000'S)
------- ----------- --------
<S> <C> <C> <C>
COMMON STOCKS (CONTINUED)
METALS & MINING (2.2%)
Elkem A S Oslo ord A Free Nor. 192,000 $ 2,184
*Inmet Mining Ltd. Can. 192,500 1,410
Pechiney Cert. D'Invest Fr. 11,250 426
*Union Miniere, NPV Bel. 50,500 3,366
--------
Total 7,386
--------
MULTI-INDUSTRY (5.5%)
Amer Group "A" Fin. 175,000 2,732
BTR Nylex Ltd. Austrl. 324,000 1,582
Hutchinson Whampoa H.K. 798,000 4,850
Jardine Matheson Holdings H.K. 387,074 2,651
Jardine Strategic Holdings H.K. 971,830 2,974
Swire Pacific Class "A" H.K. 472,500 3,666
--------
Total 18,455
--------
RAILROAD (0.8%)
Brambles Ind. Ltd. Austrl. 240,000 2,676
--------
TELECOMMUNICATIONS (6.9%)
CIA De Telefonos Chile SA Chile 36,500 3,025
Nacional Financiera CNV Mex. 101,300 3,356
Phillipine Long Distance
Telephone Phil. 61,000 3,302
*SPT Telecom AS Chez. 12,500 1,181
Stet Di Risp Non-Conv. Italy 2,320,000 4,734
Telebras ADR Braz. 77,500 3,672
Telefonica de Espana Sp. 304,000 4,203
--------
Total 23,473
--------
UTILITIES-ELECTRIC & GAS (9.1%)
British Gas U.K. 1,025,000 4,045
*CEZ Ceske Energeticke
Zavody Chez. 79,690 2,881
Electricidad De Caracas Venz. 3,154,003 2,155
Endesa National De Electric Sp. 63,000 3,562
Evn Energieversorgung Aus. 32,000 4,392
Hong Kong Electric H.K. 990,000 3,252
Iberdrola SA Sp. 587,500 5,367
South Wales Electricity U.K. 204,600 2,965
*Veba AG Warrants, Exp.
4/6/98 Ger. 12,000 1,891
--------
Total 30,510
--------

WHOLESALE & INTERNATIONAL TRADE (1.3%)
Brierley Investments Ltd. N.Z. 5,716,091 $ 4,522
--------
Total Common Stock 295,516
--------
PREFERRED STOCK (0.2%)
BUSINESS & PUBLIC SERVICE (0.2%)
*Welsh Water PLC U.K. 401,400 $ 678
--------
MULTI-INDUSTRY (0.0%)
Jardine Strategic Holding
IDR H.K. 134,000 144
--------
Total Preferred Stock 822
--------
BONDS (2.6%)
BANKING AND CREDIT (0.9%)
CS Holding, 4 7/8%,11/19/02 U.K. $ 1,995,000 $ 3,132
--------
FINANCIAL SERVICES (0.7%)
PIV Financial Inv. Cayman,
4 1/2%, 12/1/00 H.K. 2,750,000 2,282
--------
TELECOMMUNICATIONS (1.0%)
Comp de Inever Telecom, 7%,
3/3/98 Arg. 57,700 3,217
--------
Total Bonds 8,631
--------
MONEY MARKET INVESTMENTS (9.7%)
FINANCIAL SERVICES (4.4%)
American Express, 5.65%,
1/2/96 U.S. $15,000,000 $ 15,000
--------
FEDERAL GOVERNMENT & AGENCIES (0.8%)
U.S. Treasury Notes, 8.875%,
2/15/96 U.S. 2,850,000 2,862
--------
INSURANCE (4.5%)
Prudential, 5.65%, 1/2/96 U.S. 15,350,000 15,350
--------
Total Money Market
Investments 33,212
--------
Total Investments $338,181
========
</TABLE>

* Non-Income Producing

The Accompanying Notes are an Integral part of the Financial Statements

B-83
<PAGE> 103

NORTHWESTERN MUTUAL SERIES FUND, INC.
SELECT BOND PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
PAR (000'S)
---------- --------
<S> <C> <C>
BONDS (83.6%)
AIRLINES (1.3%)
Delta Air Lines, Inc., 9 3/4%,
5/26/03 $ 546,000 $ 638
Delta Air Lines, Inc., 9 3/4%,
6/1/03 1,605,000 1,877
--------
Total 2,515
--------
AUTO RELATED (1.3%)
General Motors Corporation,
8 4/5%, 3/1/21 1,250,000 1,567
Hertz Corp., 9.04%, 6/14/00 900,000 1,006
--------
Total 2,573
--------
BANKS (1.0%)
Natwest Capital Corporation,
12 1/8%, 11/15/02 1,700,000 1,886
--------
BEVERAGES (2.9%)
Coca-Cola Enterprises, Inc.,
8%, 1/4/05 5,000,000 5,699
--------
CMO & LOAN-BACKED CERTIFICATES (15.8%)
CIT RV Owner Trust, 6 1/4%,
1/15/11 2,188,935 2,214
Federal Home Loan Mortgage Corp.,
7 1/4%, 4/15/18 2,425,000 2,453
Federal Home Loan Mortgage Corp.,
7%, 3/15/07 1,875,000 1,921
Federal Home Loan Mortgage Corp.,
6%, 7/15/07 3,900,000 3,908
Federal Home Loan Mortgage Corp.,
6 1/4%, 7/25/07 3,850,000 3,908
Federal Home Loan Mortgage Corp.,
6 3/4%, 12/25/23 3,500,000 3,452
Ford Motor Credit Grantor Trust,
5.9%, 10/15/00 2,918,090 2,934
Premier Auto Trust, 6.65%, 4/2/98 3,300,000 3,343
Rural Housing Trust, 6.33%, 4/1/26 2,660,522 2,636
Security Capital Industrial Trust,
7.3%, 5/15/01 2,000,000 2,017
World Omni Grantor Trust,
7.95%, 1/25/01 2,000,000 2,042
--------
Total 30,828
--------
CHEMICALS (1.1%)
Dow Capital B.V., 8 1/2%, 6/8/10 1,800,000 2,152
--------
FEDERAL GOVERNMENT AND AGENCIES (27.2%)
Federal Home Loan Mortgage Corp.,
7%, 6/1/25 6,231,741 6,288
Government National Mortgage
Assoc., 8 1/2%, 3/15/23 12,276 13
Government National Mortgage
Assoc., 7%, 5/15/23 513,979 521
Government National Mortgage
Assoc., 7 1/2%, 2/15/24 1,934,796 1,990
Government National Mortgage
Assoc., 7%, 5/15/23 3,175,829 3,218
Government National Mortgage
Assoc., 8 1/2%, 9/15/24 514,312 540
Government National Mortgage
Assoc., 8 1/2%, 6/15/23 374,415 393
Government National Mortgage
Assoc., 8 1/2%, 7/15/24 124,011 130
Government National Mortgage
Assoc., 8 1/2%, 2/15/25 201,464 212
Government National Mortgage
Assoc., 7 1/2%, 1/15/24 912,938 939
Government National Mortgage
Assoc., 7 1/2%, 1/15/24 936,665 963
Government National Mortgage
Assoc., 8 1/2%, 11/15/24 326,485 343
Government National Mortgage
Assoc., 8 1/2%, 11/15/24 342,126 359
Government National Mortgage
Assoc., 8 1/2%, 8/15/24 409,502 430
Government National Mortgage
Assoc., 8 1/2%, 8/15/24 327,513 344
Government National Mortgage
Assoc., 7 1/2%, 6/15/24 1,717,829 1,767
Government National Mortgage
Assoc., 8 1/2%, 2/15/25 154,084 162
Government National Mortgage
Assoc., 8 1/2%, 9/15/24 387,325 407
Government National Mortgage
Assoc., 8 1/2%, 11/15/24 351,439 369
Government National Mortgage
Assoc., 8 1/2%, 4/15/21 306,455 322
Government National Mortgage
Assoc., 8 1/2%, 9/15/21 225,579 237
Government National Mortgage
Assoc., 8 1/2%, 3/15/22 320,087 336
Government National Mortgage
Assoc., 7%, 6/15/23 2,913,178 2,952
U.S. Treasury, 7 1/8%, 2/15/23 8,200,000 9,366
U.S. Treasury, 7 1/2%, 11/15/24 1,500,000 1,802
U.S. Treasury, 7 5/8%, 2/15/25 10,000,000 12,219
U.S. Treasury, 6 7/8%, 8/15/25 1,000,000 1,128
U.S. Treasury, 7 1/8%, 9/30/99 5,000,000 5,298
--------
Total 53,048
--------
FINANCE COMPANIES (4.3%)
Associates Corp. of North America,
6 7/8%, 1/15/97 2,200,000 2,231
Associates Corp. of North America,
7.95%, 2/15/10 1,500,000 1,737
Avco Financial Services, Inc.,
5 7/8%, 10/15/97 2,200,000 2,214
Beneficial Corp., 6.86%, 11/19/97 2,200,000 2,250
--------
Total 8,432
--------
FOODS (0.8%)
Nabisco Inc., 8%, 1/15/00 1,500,000 1,595
--------
FOREIGN GOVERNMENT BONDS (2.5%)
Province of Manitoba, 7 3/4%,
7/17/16 2,000,000 2,252
Province of Quebec, 7 1/8%, 2/9/24 2,500,000 2,520
--------
Total 4,772
--------
MEDIA (6.2%)
News America Holdings Inc.,
7 1/2%, 3/1/00 3,500,000 3,672
News America Holdings Inc.,
8 1/4%, 8/10/18 1,000,000 1,091
</TABLE>

B-84
<PAGE> 104
NORTHWESTERN MUTUAL SERIES FUND, INC.
SELECT BOND PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
PAR (000'S)
---------- --------
<S> <C> <C>
BONDS (CONTINUED)
MEDIA (CONTINUED)
Tele-Communications, Inc.,
7 3/8%, 2/15/00 $2,000,000 $ 2,077
Tele-Communications, Inc.,
7 7/8%, 8/1/13 2,000,000 2,067
Time Warner Entertainment Inc.,
8 7/8%, 10/1/12 2,000,000 2,237
Time Warner Inc., 7 3/4%, 6/15/05 1,000,000 1,043
--------
Total 12,187
--------
OFFICE EQUIPMENT (1.6%)
International Business Machines
Corp., 6 3/8%, 11/1/97 3,000,000 3,049
--------
TOBACCO (2.6%)
Philip Morris Companies, Inc.,
9%, 5/15/98 1,750,000 1,873
Philip Morris Companies, Inc.,
9 1/4%, 2/15/00 1,000,000 1,118
RJR Nabisco, Inc., 8 5/8%, 12/1/02 2,000,000 2,075
--------
Total 5,066
--------
UTILITY-ELECTRIC (15.0%)
Cleveland Electric Illuminating
Co., 7 3/8%, 6/1/03 1,000,000 945
DTE Energy Company,
5.41%, 5/1/97 4,000,000 3,988
Long Island Lighting Co.,
9 5/8%, 7/1/24 1,500,000 1,537
Long Island Lighting Co.,
7%, 3/1/04 3,250,000 3,127
Niagara Mohawk Power Corp.,
5 7/8%, 9/1/02 1,000,000 883
Pacific Gas & Electric Co.,
7 1/4%, 3/1/26 3,500,000 3,509
Pacific Gas & Electric Co.,
5 3/8%, 8/1/98 2,600,000 2,574
Pennsylvania Power & Light Co.,
5 1/2%, 4/1/98 3,000,000 2,980
PECO Energy Company,
7 1/2%, 1/15/99 1,500,000 1,571

UTILITY-ELECTRIC (CONTINUED)
PECO Energy Company,
7 3/4%, 03/1/23 $1,150,000 $ 1,203
Public Service Electric & Gas Co.,
6 7/8%, 1/1/03 2,250,000 2,332
Texas Utilities Electric Co.,
7 7/8%, 3/1/23 2,250,000 2,406
UNICOM Corp., 6 1/2%, 4/15/00 2,300,000 2,335
--------
Total 29,390
--------
Total Bonds 163,192
--------
MONEY MARKET INVESTMENTS (16.4%)
CHEMICALS (2.3%)
E.I. du Pont de Nemours & Co.,
5.83%, 1/5/96 $4,600,000 $ 4,597
--------
FINANCE COMPANIES (2.5%)
American General Finance Corp.,
8.88%, 3/15/96 2,300,000 2,315
Transamerica Financial Corp.,
8.55%, 6/15/96 2,500,000 2,534
--------
Total 4,849
--------
FINANCIAL SERVICES (2.3%)
IBM Credit Corporation,
5.73%, 1/4/96 4,500,000 4,498
--------
FOODS (4.7%)
Nestle Capital Corp., 5.63%,
1/4/96 9,200,000 9,196
--------
PRINTING & PUBLISHING (2.3%)
Gannett Company Inc.,
5.75%, 1/10/96 4,500,000 4,493
--------
TOBACCO (2.3%)
Philip Morris Companies, Inc.
5.58%, 1/17/96 4,500,000 4,489
--------
Total Money Market Investments 32,122
--------
Total Investments $195,314
========
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-85
<PAGE> 105

NORTHWESTERN MUTUAL SERIES FUND, INC.
HIGH YIELD BOND PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
PAR (000'S)
---------- -------
<S> <C> <C>
BONDS (96.4%)
APPAREL, TEXTILES & FOOTWEAR (4.9%)
Guess, Inc., 9 1/2%, 8/15/03 $ 500,000 $ 487
+Ithaca Industries, 11 1/8%,
12/15/02 700,000 280
PT Inti Indorayon Utama, 9 1/8%,
10/15/00 1,000,000 923
Tultex Corp., 10 5/8%, 3/15/05 1,000,000 1,018
-------
Total 2,708
-------
AUTO RELATED (1.7%)
Foamex L.P., 11 1/4%, 10/1/02 1,000,000 960
-------
BANKS (3.7%)
Banamex (Nassau Branch), 9 1/8%,
4/6/00 (144A) 500,000 467
Bancomer S.A., 8%, 7/7/98 (144A) 500,000 462
First Nationwide Holdings, 12 1/4%,
5/15/01 1,000,000 1,120
-------
Total 2,049
-------
BUILDING & CONSTRUCTION (2.9%)
Primeco Inc., 12 3/4%, 3/1/05 1,500,000 1,568
-------
CABLE (7.9%)
Adelphia Communications, 12 1/2%,
5/15/02 1,000,000 975
CAI Wireless Systems Inc., 12 1/4%,
9/15/02 1,000,000 1,066
++Marcus Cable Operating, 13 1/2%,
8/1/04 1,000,000 741
Rogers Cablesystems Limited, 10%,
12/1/07 500,000 531
Rogers Communication Inc., 10 7/8%,
4/15/04 500,000 519
Groupe Videotron Ltd., 10 5/8%,
2/15/05 500,000 533
-------
Total 4,365
-------
CHEMICALS (3.8%)
Acetex Corp., 9 3/4%, 10/1/03
(144A) 1,000,000 1,040
NL Industries, Inc., 11 3/4%,
10/15/03 1,000,000 1,068
-------
Total 2,108
-------
CONTAINERS (0.8%)
Anchor Glass Container Corp.,
10 1/4%, 6/30/02 500,000 412
-------
FINANCE COMPANIES (2.8%)
Trizec Finance, 10 7/8%, 10/15/05 1,500,000 1,547
-------
FOOD SERVICE/LODGING (2.7%)
Fleming Companies, Inc., 10 5/8%,
12/15/01 500,000 495
Host Marriott Corporation, 9 1/2%,
5/15/05 1,000,000 989
-------
Total 1,484
-------
FOODS (0.8%)
+Beatrice Foods, Inc., 12%, 12/1/01 1,500,000 450
-------

<CAPTION>
MARKET
VALUE
PAR (000'S)
-------
<S> <C> <C>
GAMING (10.2%)
Aztar Corporation, 13 3/4%, 10/1/04 $1,000,000 $ 1,107
Bally's Grand, 10 3/8%, 12/15/03 1,000,000 1,015
Bally Park Place Funding, 9 1/4%,
3/15/04 500,000 505
GNF Corp., 10 5/8%, 4/1/03 1,500,000 1,387
Trump Hotels & Casino Resort,
15 1/2%, 6/15/05 1,000,000 1,070
Trump Plaza Funding, 10 7/8%,
6/15/01 500,000 518
-------
Total 5,602
-------
INSURANCE (1.9%)
Reliance Group Holdings, 9 3/4%,
11/15/03 1,000,000 1,030
-------
LEISURE RELATED (1.8%)
Samsonite Corporation, 11 1/8%,
7/15/05 1,000,000 980
-------
LODGING/RESORTS (3.7%)
HMH Properties Inc., 9 1/2%,
5/15/05 1,000,000 1,021
John Q Hammons Hotels LP, 9 3/4%,
10/1/05 (144A) 1,000,000 1,004
-------
Total 2,025
-------
MOVIE THEATERS (1.5%)
Cinemark USA, 12%, 6/1/02 750,000 806
-------
MISCELLANEOUS BASIC MATERIALS (0.7%)
Tolmex S.A. De C.V., 8 3/8%,
11/1/03 500,000 400
-------
OFFICE EQUIPMENT (2.0%)
United Stationer Supply Co.,
12 3/4%, 5/1/05 1,000,000 1,080
-------
OIL & GAS INDEPENDENT (4.6%)
Bridas Corporation, 12 1/2%,
11/15/99 1,000,000 992
Transtexas Gas, 11 1/2%, 6/15/02 1,500,000 1,549
-------
Total 2,541
-------
PAPER (7.2%)
Crown Paper Co., 11%, 9/1/05 1,000,000 875
Indah Kiat International Finance,
12 1/2%, 6/15/06 1,000,000 993
Rainy River Forest Products,
10 3/4%, 10/15/01 500,000 549
Repap Wisconsin Incorporated,
9 1/4%, 2/1/02 500,000 475
Repap New Brunswick, 10 5/8%,
4/15/05 500,000 488
SD Warren Co., 12%, 12/15/04 500,000 550
-------
Total 3,930
-------
PRINTING & PUBLISHING (1.9%)
Herff Jones Inc., 11%, 8/15/05 1,000,000 1,063
-------
PROFESSIONAL SERVICES (1.5%)
Kinder Care Learning Centers,
10 3/8%, 6/1/01 800,000 842
-------
REFINING (1.1%)
++Transamerican Refining, 18 1/2%,
2/15/02 1,000,000 605
-------
</TABLE>

B-86
<PAGE> 106

NORTHWESTERN MUTUAL SERIES FUND, INC.
HIGH YIELD BOND PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
PAR (000'S)
---------- -------
<S> <C> <C>
BONDS (CONTINUED)
RETAIL-FOOD (10.2%)
Brunos Inc., 10 1/2%, 8/1/05 $1,000,000 $ 987
Grand Union Company, 12%, 9/1/04 1,000,000 865
Pathmark Stores, 11 5/8%, 6/15/02 1,500,000 1,508
Penn Traffic Company,
9 5/8%, 4/15/05 1,000,000 775
Pueblo Xtra International, 9 1/2%,
8/1/03 500,000 468
Ralphs Grocery Co., 11%, 6/15/05 1,000,000 975
-------
Total 5,578
-------
SOAPS & TOILETRIES (1.9%)
American Safety Razor Co., 9 7/8%,
8/1/05 1,000,000 1,015
-------
STEEL (1.6%)
Algoma Steel, 12 3/8% 7/15/05 1,000,000 897
-------
TELECOMMUNICATIONS (4.0%)
++Bell Cablemedia Inc.,
11 7/8%, 9/15/05 (144A) 1,778,600 1,121
++Telewest PLC, 11%, 10/1/07 1,750,000 1,052
-------
Total 2,173
-------
TRUCKING-SHIPPING (3.8%)
Gearbulk Holding Ltd., 11 1/4%,
12/1/04 1,000,000 1,067
Stena AB, 10 1/2%, 12/15/05 1,000,000 1,020
-------
Total 2,087
-------
UTILITY-GAS (2.0%)
Petroleum Heat & Power, 12 1/4%,
2/1/05 1,000,000 1,115
-------

<CAPTION>
MARKET
PAR/ VALUE
SHARES (000'S)
---------- -------
<S> <C> <C>
UTILITY-PROJECT (2.8%)
CE Casecnan Water & Energy, Inc.
11.95%, 11/15/10 (144A) $1,000,000 $ 1,010
California Energy, 9 7/8%, 6/30/03 500,000 520
-------
Total 1,530
-------
Total Bonds 52,950
-------
COMMON STOCK (0.3%)
DRUGS (0.1%)
*Thrifty Payless Holdings 9,500 $ 40
-------
PAPER (0.2%)
*SDW Holdings Corporation --
Warrants 20,000 100
-------
Total Common Stock 140
-------
PREFERRED STOCK (1.1%)
PAPER (1.1%)
SD Warren Co., 14%, 12/15/06 20,000 $ 630
-------
Total Preferred Stock 630
-------
MONEY MARKET INVESTMENTS (2.2%)
CHEMICALS (1.8%)
E.I. du Pont de Nemours & Co.,
5.83%, 1/5/96 $1,000,000 $ 999
-------
FINANCIAL SERVICES (0.4%)
IBM Credit Corporation, 5.73%,
1/4/96 200,000 200
-------
Total Money Market Investments 1,199
-------
Total Investments $54,919
=======
</TABLE>

* Non-Income Producing.

+ Defaulted Security.

++ Denotes deferred interest security that receives no coupon payments until a
predetermined date at which time the stated coupon rate becomes effective.

The Accompanying Notes are an Integral Part of the Financial Statements

B-87
<PAGE> 107

NORTHWESTERN MUTUAL SERIES FUND, INC.
MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
PAR (000'S)
---------- --------
<S> <C> <C>
COMMERCIAL PAPER (96.5%)
BEVERAGES (4.5%)
Pepsico, Inc., 5.75%, 9/6/96 $6,000,000 $ 5,999
--------
DRUGS (4.7%)
American Home Products Corp.,
5.7%, 1/17/96 6,200,000 6,184
--------
ELECTRICAL EQUIPMENT (9.8%)
Emerson Electric Co., 5.85%,
1/3/96 6,500,000 6,498
General Electric Company, 5.76%,
1/12/96 6,400,000 6,389
--------
Total 12,887
--------
FINANCIAL SERVICES (3.8%)
IBM Credit Corporation, 5.71%,
1/11/96 5,000,000 4,992
--------
FINANCE COMPANIES (23.1%)
American General Finance Corp.,
5.71%, 1/24/96 6,200,000 6,177
AT&T Capital Corp., 5.71%, 1/26/96 6,100,000 6,076
Commercial Credit Company, 5.75%,
1/25/96 3,500,000 3,487
Commercial Credit Group Inc.,
5.81%, 1/17/96 2,500,000 2,493
Ford Motor Credit Company, 5.68%,
1/31/96 6,100,000 6,071
Transamerica Financial Corp.,
5.75%, 1/12/96 6,100,000 6,089
--------
Total 30,393
--------
FOODS (0.9%)
Cargill Incorporated, 5.75%,
1/2/96 1,200,000 1,200
--------
LUMBER (4.9%)
Weyerhaeuser Mortgage Company,
5.65%, 1/8/96 6,500,000 6,493
--------
OFFICE EQUIPMENT (5.9%)
International Business Machines
Corp., 5.75%, 1/11/96 1,300,000 1,298
Xerox Credit Corporation, 5.7%,
1/8/96 6,500,000 6,493
--------
Total 7,791
--------

<CAPTION>
MARKET
VALUE
PAR (000'S)
---------- --------
<S> <C> <C>
PRINTING & PUBLISHING (4.8%)
Gannett Company Inc., 5.82%,
1/24/96 $6,300,000 $ 6,277
--------
RETAIL-GENERAL (4.7%)
J.C. Penney Company, Inc., 5.66%,
2/9/96 6,200,000 6,162
--------
SOAPS & TOILETRIES (4.8%)
Colgate-Palmolive Co., 5.7%,
1/23/96 6,300,000 6,278
--------
TOBACCO (8.8%)
BAT Capital Corporation, 5.75%,
1/17/96 5,400,000 5,386
Philip Morris Capital Corp.,
5.67%, 2/2/96 6,300,000 6,268
--------
Total 11,654
--------
TELECOMMUNICATIONS (1.5%)
Motorola, Inc., 5.75%, 1/3/96 2,000,000 1,999
--------
UTILITY-ELECTRIC (9.4%)
National Rural Utility Finance
Corp., 5.66%, 2/23/96 6,300,000 6,247
Southern California Edison Co.,
5.69%, 1/19/96 6,100,000 6,083
--------
Total 12,330
--------
UTILITY-TELEPHONE (4.9%)
Bellsouth Telecommunication,
5.75%, 1/9/96 6,500,000 6,492
--------
Total Commercial Paper 127,131
--------
ASSET-BACKED SECURITIES (3.5%)
AUTO RELATED (3.5%)
Carco Auto Loan Master Trust,
5.905%, 10/16/00
(Variable rate; puttable; coupon
indexed to one month Commercial
Paper rate plus 7.5 basis
points; reset monthly) 4,550,000 $ 4,550
--------
Total Asset-Backed Securities 4,550
--------
Total Investments $131,681
========
</TABLE>

The Accompany Notes are an Integral Part of the Financial Statements

B-88
<PAGE> 108

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
COMMON STOCK (50.8%)
AEROSPACE (1.2%)
Boeing Company 78,400 $ 6,145
E G & G, Inc. 12,000 291
General Dynamics Corporation 14,400 851
Lockheed Martin Corporation 45,861 3,623
Loral Corporation 39,200 1,387
McDonnell Douglas Corporation 25,900 2,383
Northrop Corporation 11,300 723
Raytheon Company 55,800 2,637
Rockwell International Corp. 49,700 2,628
TRW Inc. 14,900 1,155
United Technologies Corp. 28,200 2,675
----------
Total 24,498
----------
AIRLINES (0.1%)
*AMR Corporation 17,500 1,299
Delta Air Lines, Inc. 11,600 857
Southwest Airlines Co. 32,900 765
*USAir Group, Inc. 14,200 188
----------
Total 3,109
----------
APPAREL, TEXTILES AND FOOTWEAR (0.2%)
Brown Group, Inc. 4,100 58
*Fruit of the Loom Incorporated 17,400 424
Liz Claiborne, Inc. 17,200 477
Nike, Inc. 32,700 2,277
Reebok International Ltd. 17,900 506
Russell Corp. 8,900 247
Springs Industries, Inc. 4,600 190
Stride Rite Corp. 11,300 85
VF Corporation 14,600 770
----------
Total 5,034
----------
AUTO & TRUCKS (1.0%)
Chrysler Corporation 87,500 4,845
Ford Motor Company 245,900 7,131
General Motors Corporation 171,100 9,047
*Navistar International Corp. 17,170 180
PACCAR Incorporated 8,895 375
----------
Total 21,578
----------
AUTO RELATED (0.3%)
Cooper Tire & Rubber Company 19,100 470
Dana Corporation 23,200 679
Eaton Corporation 17,800 955
Echlin Inc. 13,600 496
Genuine Parts Company 28,150 1,154
Goodyear Tire & Rubber Company 34,900 1,584
ITT Industries Inc. 26,500 636
Snap-On Incorporated 9,200 416
----------
Total 6,390
----------
BANKS (3.3%)
Banc One Corporation 90,282 3,408
Bank of Boston Corporation 25,600 1,184
Bank of New York Company Inc. 44,000 2,145
BankAmerica Corporation 85,700 5,549
Bankers Trust New York Corp. 17,900 1,190
Barnett Banks Inc. 22,200 1,310
Boatmans Bancshares, Inc. 28,800 1,177
Chase Manhattan Corporation 39,900 2,419
Chemical Banking Corporation 57,700 3,390

<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
BANKS (CONTINUED)
Citicorp 97,300 $ 6,543
Comerica, Inc. 26,200 1,051
Corestates Financial Corp. 31,900 1,208
First Bank System Inc. 31,000 1,538
First Chicago NBD Corp. 72,705 2,872
First Fidelity Bancorporation 18,300 1,379
First Interstate Bancorp 17,400 2,375
First Union Corporation 39,300 2,186
Fleet Financial Group Inc. 58,619 2,389
KeyCorp 52,100 1,889
Mellon Bank Corporation 33,550 1,803
J.P. Morgan & Company, Inc. 43,000 3,451
National City Corp. 33,700 1,116
NationsBank Corp. 62,100 4,324
Norwest Corporation 80,800 2,666
PNC Financial Corp. 52,700 1,700
P P & L Resources Inc. 36,200 905
Republic New York Corporation 12,800 795
Suntrust Banks Inc. 26,100 1,788
U.S. Bancorp of Oregon 22,500 757
Wachovia Corporation 39,200 1,793
Wells Fargo & Company 11,000 2,376
----------
Total 68,676
----------
BEVERAGES (1.9%)
Anheuser-Busch Companies Inc. 58,500 3,912
Brown-Forman Corp. 15,800 577
Coca-Cola Company 288,700 21,436
Adolph Coors Co. 8,800 195
Pepsico Inc. 180,300 10,074
Seagram Company Ltd. 85,200 2,950
----------
Total 39,144
----------
BUILDING & CONSTRUCTION (0.2%)
Centex Corporation 6,400 222
Crane Co. 7,000 258
Kaufman & Broad Home Corp. 7,400 110
Masco Corporation 36,300 1,139
*Owens Corning Fiberglas Corp. 11,600 521
Pulte Corporation 6,200 208
Sherwin-Williams Company 19,500 795
----------
Total 3,253
----------
BUILDING-FOREST PRODUCTS (0.3%)
Boise Cascade Corporation 10,900 377
Champion International 22,100 928
Georgia-Pacific Corp. 20,800 1,427
Louisiana Pacific Corporation 24,700 599
Potlatch Corporation 6,700 268
Weyerhaeuser Company 46,500 2,011
----------
Total 5,610
----------
CHEMICALS (1.5%)
Air Products & Chemicals, Inc. 25,600 1,350
Dow Chemical Company 61,600 4,335
E.I. du Pont de Nemours & Company 127,000 8,874
Eastman Chemical Company 18,575 1,163
Ecolab, Inc. 14,700 441
*FMC Corporation 8,400 568
Freeport McMoRan Copper & Gold Inc. 46,600 1,311
</TABLE>

B-89
<PAGE> 109
NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
COMMON STOCK (CONTINUED)
CHEMICALS (CONTINUED)
B.F. Goodrich Company 5,900 $ 402
W.R. Grace & Co. 21,700 1,283
Great Lakes Chemical 14,800 1,066
Hercules Incorporated 25,500 1,438
Mallinckrodt Group 17,500 637
Monsanto Company 26,400 3,234
PPG Industries Inc. 46,400 2,123
Praxair, Inc. 31,700 1,066
Rohm & Haas Company 15,500 998
Union Carbide Corporation 31,400 1,178
----------
Total 31,467
----------
CHEMICALS-SPECIALITY (0.2%)
Avery Dennison Corp. 12,200 612
Engelhard Corp. 32,800 713
Morton International, Inc. 33,900 1,216
Nalco Chemical Company 15,500 467
Sigma-Aldrich Corp. 11,400 564
----------
Total 3,572
----------
COAL, GAS & PIPELINE (0.1%)
Eastern Enterprises 4,600 162
NACCO Industries, Inc. 2,100 117
Sonat Inc. 19,800 705
----------
Total 984
----------
CONTAINERS (0.1%)
Bail Corporation 6,900 190
Bemis Company, Inc. 11,800 302
*Crown Cork & Seal Company,
Inc. 20,600 860
----------
Total 1,352
----------
DIVERSIFIED (1.1%)
Allied Signal Inc. 64,800 3,078
Corning Inc. 52,600 1,683
Dial Corp. 21,300 631
ITT Corp. 26,500 1,404
Loews Corp. 27,000 2,116
Minnesota Mining & Manufacturing Co. 96,200 6,373
National Service Industries,
Inc. 11,100 359
Ogden Corporation 11,200 239
*Teledyne, Inc. 12,700 325
Tenneco Inc. 41,400 2,054
Textron Inc. 19,500 1,316
Tyco Laboratories, Inc. 35,000 1,247
Whitman Corporation 24,000 558
Worthington Industries 20,800 433
----------
Total 21,816
----------
DRUGS (3.3%)
*Alza Corp. 18,900 468
American Home Products Corp. 70,900 6,877
*Amgen Inc. 60,600 3,598
Bristol-Myers Squibb Company 116,100 9,970
Eli Lilly & Company 126,200 7,099
Merck & Co., Inc. 283,100 18,614
Pharmacia & Upjohn Inc. 115,330 4,469
Pfizer Inc. 144,600 9,110

<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
DRUGS (CONTINUED)
Schering-Plough Corporation 85,200 $ 4,665
Warner-Lambert Company 30,900 3,001
----------
Total 67,871
----------
ELECTRICAL EQUIPMENT (1.8%)
Emerson Electric Co. 51,400 4,202
General Electric Company 387,800 27,922
W.W. Grainger, Inc. 11,600 769
Honeywell Inc. 29,100 1,415
Raychem Corp. 10,000 569
Thomas & Betts Corporation 4,500 332
Westinghouse Electric Corp. 89,800 1,482
----------
Total 36,691
----------
ELECTRONICS (1.0%)
*Advanced Micro Devices, Inc. 23,800 393
AMP Incorporated 49,836 1,912
*Applied Materials Inc. 40,400 1,591
Harris Corporation 8,900 486
Intel Corp. 188,500 10,697
*LSI Logic 29,300 960
Micron Technology 47,200 1,870
*National Semiconductor Corp. 28,300 630
Perkin-Elmer Corporation 9,600 362
Tektronix, Inc. 7,600 373
Texas Instruments Incorporated 43,000 2,225
----------
Total 21,499
----------
ENGINEERING & CONSTRUCTION (0.1%)
Fluor Corporation 18,900 1,247
----------
ENVIRONMENTAL CONTROL (0.3%)
Browning-Ferris Industries Inc. 48,700 1,437
Johnson Controls Inc. 9,400 646
Laidlaw Transportation Limited 67,300 690
Millipore Corp. 10,300 424
Safety-Kleen Corp. 13,200 206
WMX Technologies, Inc. 111,000 3,316
----------
Total 6,719
----------
FEDERAL GOVERNMENT AND AGENCIES (0.5%)
Federal Home Loan Mortgage
Corp. 41,400 3,457
Federal National Mortgage
Assoc. 62,500 7,758
----------
Total 11,215
----------
FINANCIAL SERVICES (1.0%)
American Express Company 111,600 4,617
Beneficial Corp. 12,100 564
Dean Witter, Discover & Co. 38,650 1,817
Household International Inc. 22,300 1,318
MBNA Corp. 33,950 1,252
Marsh & McLennan Companies,
Inc. 16,600 1,473
Merrill Lynch & Co., Inc. 40,300 2,055
Morgan Stanley Group Inc. 17,600 1,419
Salomon Inc. 24,400 866
Transamerica Corporation 15,700 1,144
Travelers Group Inc. 73,146 4,599
----------
Total 21,124
----------
</TABLE>

B-90
<PAGE> 110

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
COMMON STOCK (CONTINUED)
FOOD SERVICE/LODGING (0.5%)
*Darden Restaurant Inc. 36,200 $ 430
*Harrah's Entertainment 23,500 570
Hilton Hotels Corporation 11,000 677
Luby's Cafeterias, Inc. 5,300 118
Marriott International 28,700 1,098
McDonald's Corporation 159,100 7,179
*Ryan's Family Steak Houses,
Inc. 12,200 85
*Shoney's Inc. 9,500 97
Wendy's International, Inc. 23,400 497
----------
Total 10,751
----------
FOODS (1.8%)
Archer Daniels Midland Company 124,084 2,234
CPC International Corp. 33,400 2,292
Campbell Soup Company 57,100 3,426
ConAgra Inc. 56,200 2,318
General Mills, Inc. 36,300 2,096
H.J. Heinz Company 83,650 2,771
Hershey Foods Corp. 17,800 1,157
Kellogg Company 50,200 3,878
Pioneer Hi-Bred International 19,200 1,068
Quaker Oats Company 30,700 1,059
Ralston Purina Group 23,800 1,485
Sara Lee Corporation 109,800 3,500
Unilever, N.V. 36,600 5,152
Wm. Wrigley Jr. Company 26,600 1,397
----------
Total 33,833
----------
HOSPITAL SUPPLIES (2.1%)
Abbott Laboratories Inc. 181,700 7,586
Allergan Incorporated 14,700 478
Allergan Incorporated -- Rights 463 0
C.R. Bard, Inc. 12,700 410
Bausch & Lomb Inc. 13,100 519
Baxter International Inc. 63,400 2,655
Becton, Dickinson & Company 15,100 1,133
*Beverly Enterprises, Inc. 22,500 239
*Biomet, Inc. 26,400 472
*Boston Scientific Corp. 37,100 1,818
Columbia/HCA Healthcare Corp. 101,600 5,156
*Community Psychiatric Centers 10,000 123
Humana, Inc. 37,000 1,013
Johnson & Johnson 147,700 12,647
Manor Care, Inc. 14,300 501
Medtronic, Incorporated 52,900 2,956
St. Jude Medical, Inc. 16,050 690
*Tenet Healthcare Corp. 45,800 950
United Healthcare Corp. 39,700 2,600
U.S. HealthCare Incorporated 35,200 1,637
U.S. Surgical Corporation 13,000 278
----------
Total 43,861
----------
HOUSEHOLD FURNITURE/APPLIANCES (0.3%)
Armstrong World Industries Inc. 8,500 527
Black & Decker Corporation 19,600 691
Maytag Corporation 24,600 498
Newell Co. 36,200 937
Premark International, Inc. 14,500 734
Rubbermaid, Inc. 36,200 923

<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
HOUSEHOLD FURNITURE/APPLIANCES (CONTINUED)
Stanley Works 10,200 $ 525
Whirlpool Corporation 16,900 900
----------
Total 5,735
----------
INSURANCE (1.6%)
Aetna Life & Casualty Company 25,900 1,794
Alexander & Alexander Services 10,100 192
Allstate Corporation 102,647 4,221
American General Corporation 46,900 1,636
American International Group,
Inc. 108,550 10,041
CIGNA Corporation 16,600 1,714
Chubb Corporation 19,900 1,925
General Re Corporation 18,800 2,914
ITT Hartford Group 26,500 1,282
Jefferson-Pilot Corp. 16,350 760
Lincoln National Corporation 23,800 1,279
Providian Corporation 21,800 888
SAFECO Inc. 28,800 994
St. Paul Companies, Inc. 19,400 1,079
Torchmark Corporation 16,400 742
UNUM Corporation 16,600 913
USF&G Corp. 25,600 432
USLIFE Corporation 7,850 235
----------
Total 33,041
----------
LEISURE RELATED (0.8%)
*3COM Corp. 34,400 1,604
*Bally Entertainment
Corporation 10,800 151
Brunswick Corporation 21,900 526
Walt Disney Company 119,200 7,033
Fleetwood Enterprises, Inc. 10,500 270
Handlemann Co. 7,700 44
Hasbro Inc. 20,100 623
*King World Productions, Inc. 8,400 327
Mattel, Inc. 50,768 1,561
Outboard Marine Corporation 4,600 94
*Viacom Incorporated 82,656 3,792
----------
Total 16,025
----------
MACHINERY (0.6%)
Briggs & Stratton Corporation 6,900 299
Caterpillar Inc. 45,500 2,673
Cincinnati Milacron Inc. 7,800 205
Cooper Industries, Inc. 24,600 904
Cummins Engine Company, Inc. 9,300 344
Deere & Company 59,500 2,097
Dover Corporation 26,000 959
Foster Wheeler Corporation 9,200 391
General Signal Corporation 10,900 353
Giddings & Lewis Company 7,900 130
Harnischfeger Industries, Inc. 11,000 366
Illinois Tool Works Inc. 26,900 1,587
Ingersoll-Rand Company 24,200 850
Pall Corporation 26,166 703
Parker-Hannifin Corporation 16,900 579
Timken Company 7,100 272
TRINOVA Corp. 6,600 189
*Varity Corporation 9,300 345
----------
Total 13,246
----------
</TABLE>

B-91
<PAGE> 111

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
COMMON STOCK (CONTINUED)
MEDIA (0.4%)
Capital Cities/ABC, Inc. 35,200 $ 4,343
Comcast Corp. 54,850 998
*Tele-Communications, Inc. 149,400 2,969
----------
Total 8,310
----------
METALS & MINING (0.6%)
Alcan Aluminum Limited 51,600 1,606
Aluminum Co. of America 40,900 2,163
ASARCO, Inc. 9,700 310
Barrick Gold Corporation 80,900 2,134
Cyprus Minerals Co. 21,200 554
Echo Bay Mines Limited Co. 25,800 268
Homestake Mining Company 31,600 494
Inco Limited 27,200 904
Newmont Mining Corporation 19,689 891
Phelps Dodge Corporation 15,900 990
Placer Dome Incorporated 54,700 1,320
Reynolds Metals Company 14,500 821
Santa Fe Pacific Gold
Corporation 30,040 364
----------
Total 12,819
----------
OFFICE EQUIPMENT (2.1%)
*Amdahl Corporation 27,200 231
Apple Computer, Inc. 27,700 883
*Cabletron Systems Inc. 16,400 1,328
*Cisco Systems Incorporated 62,100 4,634
*Compaq Computer Corporation 60,500 2,904
*Cray Research, Inc. 5,800 144
*Data General Corporation 8,500 117
*Digital Equipment Corporation 33,600 2,155
Hewlett-Packard Company 117,100 9,807
*Intergraph Corp. 10,500 165
International Business Machines Corp. 130,200 11,946
Moore Corporation Ltd. 22,900 427
Pitney Bowes Inc. 34,700 1,631
*Silicon Graphics 36,300 998
*Sun Microsystems Inc. 43,800 1,998
*Tandem Computers Inc. 26,600 283
*Unisys Corporation 39,200 221
Xerox Corporation 24,600 3,370
----------
Total 43,242
----------
OFFICE EQUIPMENT-SERVICES (1.4%)
Alco Standard Corporation 25,500 1,163
Autodesk, Inc. 10,800 370
Automatic Data Processing, Inc. 32,900 2,443
*Ceridian Corp. 15,100 623
Computer Associates International Inc. 54,950 3,125
*Computer Sciences Corp. 12,700 892
First Data Corporation 50,400 3,371
*Microsoft Corporation 134,100 11,767
*Novell, Inc. 84,500 1,204
*Oracle Corporation 99,200 4,204
Shared Medical Systems Corp. 5,300 288
----------
Total 29,450
----------
OIL & GAS-DOMESTIC (0.8%)
Amerada Hess Corp. 21,300 1,129
Ashland Inc. 14,600 513
Atlantic Richfield Company 36,800 4,076

<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
OIL & GAS-DOMESTIC (CONTINUED)
Burlington Resource Inc. 29,000 $ 1,138
Coastal Corp. 24,000 894
Kerr-McGee Corporation 11,900 756
Louisiana Land & Exploration
Co. 7,700 330
Occidental Petroleum
Corporation 72,800 1,556
*Oryx Energy Company 23,700 317
Pennzoil Company 10,600 448
Phillips Petroleum Company 60,000 2,048
*Santa Fe Energy Resources,
Inc. 20,700 199
Sun Company, Inc. 17,300 474
Unocal Corp. 56,400 1,643
----------
Total 15,521
----------
OIL & GAS-INTERNATIONAL (3.4%)
Amoco Company 113,700 8,172
Chevron Corp. 149,300 7,838
Exxon Corporation 284,400 22,788
Mobil Corporation 90,600 10,147
Royal Dutch Petroleum Co., ADR 122,700 17,316
Texaco Inc. 59,500 4,671
----------
Total 70,932
----------
OIL FIELD SERVICES (0.4%)
Baker Hughes Inc. 32,300 787
Dresser Industries, Inc. 41,800 1,019
Halliburton Company 26,100 1,321
Helmerich & Payne, Inc. 5,700 170
McDermott International, Inc. 12,400 273
*Rowan Companies, Inc. 19,300 191
Schlumberger Limited 55,400 3,836
*Western Atlas Inc. 12,200 616
----------
Total 8,213
----------
PAPER (0.6%)
Federal Paper Board Co. 10,500 545
International Paper Company 58,300 2,208
James River Corp. of Virginia 18,900 456
Kimberly-Clark Corporation 63,766 5,277
Mead Corp. 12,300 643
*Stone Container Corporation 21,900 315
Temple-Inland Inc. 12,800 565
Union Camp Corporation 16,100 767
Westvaco Corporation 23,150 642
Willamette Industries Inc. 12,600 709
----------
Total 12,127
----------
PHOTO & OPTICAL (0.3%)
Eastman Kodak Company 78,300 5,246
Polaroid Corporation 10,300 488
----------
Total 5,734
----------
PRINTING & PUBLISHING (0.8%)
American Greetings Corp. 17,000 470
Deluxe Corp. 18,900 548
R.R. Donnelley & Sons Company 35,100 1,382
Dow Jones & Company, Inc. 22,200 885
Dun & Bradstreet Corporation 38,800 2,512
Gannett Company Inc. 32,100 1,970
Harcourt General 16,600 695
John H. Harland Company 7,000 146
Jostens, Inc. 8,800 213
</TABLE>

B-92
<PAGE> 112

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
COMMON STOCK (CONTINUED)
PRINTING & PUBLISHING (CONTINUED)
Knight-Ridder Inc. 11,200 $ 700
McGraw-Hill Companies Inc. 11,400 993
Meredith Corporation 6,300 264
New York Times Company 22,200 658
Time Warner Inc. 88,400 3,348
Times Mirror Company 25,700 871
Tribune Company 14,900 911
----------
Total 16,566
----------
PROFESSIONAL SERVICES (0.2%)
H & R Block, Inc. 24,000 972
*CUC International Inc. 39,850 1,360
Interpublic Group of Cos. Inc. 17,900 776
Service Corporation
International 23,700 1,043
----------
Total 4,151
----------
RAILROADS (0.6%)
Burlington Northern Santa Fe
Co. 32,533 2,538
CSX Corporation 48,200 2,199
Conrail Incorporated 17,900 1,253
Norfolk Southern Corporation 30,000 2,381
Union Pacific Corporation 47,000 3,102
----------
Total 11,473
----------
RETAIL-FOOD (0.4%)
Albertson's, Inc. 58,200 1,913
American Stores Co. 34,000 910
Fleming Companies, Inc. 8,600 177
Giant Food Inc. 13,600 428
Great Atlantic & Pacific Tea
Co., Inc. 8,700 200
Kroger Company 28,100 1,054
Supervalu Inc. 15,600 491
Sysco Corporation 41,700 1,355
Winn-Dixie Stores, Inc. 34,600 1,276
----------
Total 7,804
----------
RETAIL-GENERAL (2.0%)
Charming Shoppes Incorporated 23,600 68
Circuit City Stores, Inc. 22,200 613
Dayton Hudson Corporation 16,400 1,230
Dillard Department Stores, Inc. 25,900 738
*Federated Department Stores,
Inc. 46,300 1,273
The Gap, Inc. 33,000 1,386
Home Depot, Inc. 109,066 5,222
K Mart Corporation 105,000 761
The Limited Inc. 81,800 1,421
Longs Drug Stores Corp. 4,700 225
Lowe's Companies, Inc. 36,700 1,229
May Department Stores Company 56,900 2,404
Melville Corporation 24,000 738
Mercantile Stores Company 8,400 389
Nordstrom, Inc. 18,800 761
J.C. Penney Company, Inc. 52,000 2,477
Pep Boys - Manny, Moe & Jack 14,100 361
*Price/Costco, Inc. 44,651 681
Rite Aid Corporation 19,200 658
Sears, Roebuck & Company 89,200 3,479
TJX Companies, Inc. 16,600 313
Tandy Corporation 14,900 618
*Toys "R" Us 63,300 1,377
Wal-Mart Stores, Inc. 525,900 11,767

<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
RETAIL-GENERAL (CONTINUED)
Walgreen Company 56,300 $ 1,682
*Woolworth Corp. 30,300 394
----------
Total 42,265
----------
SAVINGS & LOAN (0.1%)
H.F. Ahmanson & Company 26,800 710
Golden West Financial Corp. 13,400 740
Great Western Financial Corp. 31,100 793
----------
Total 2,243
----------
SOAPS & TOILETRIES (1.2%)
Alberto-Culver Company 6,300 217
Avon Products, Inc. 15,700 1,183
The Clorox Company 12,200 874
Colgate-Palmolive Co. 33,300 2,339
Gillette Company 101,500 5,291
International Flavors & Fragrances,
Inc. 25,500 1,224
The Procter & Gamble Company 157,400 13,064
----------
Total 24,192
----------
STEEL (0.2%)
*Armco Inc. 24,300 143
Bethlehem Steel Corporation 25,300 354
Inland Steel Industries, Inc. 11,100 279
Nucor Corp. 20,000 1,143
USX-Marathon Group 68,000 1,326
USX-U S Steel Group Inc. 18,700 575
----------
Total 3,820
----------
TELECOMMUNICATIONS (1.7%)
AT&T Corporation 363,100 23,511
*Andrew Corporation 8,850 339
*DSC Communications Corp. 26,300 970
Motorola, Inc. 135,000 7,695
Northern Telecom Limited 58,100 2,498
Scientific-Atlanta, Inc. 17,600 264
*Tellabs Inc. 20,200 747
----------
Total 36,024
----------
TOBACCO (1.0%)
American Brands Inc. 43,200 1,928
Philip Morris Companies, Inc. 192,300 17,403
UST Incorporated 44,700 1,492
----------
Total 20,823
----------
TRANSPORTATION-MISCELLANEOUS (0.0%)
Pittston Services Group 9,500 298
----------
TRUCKING-SHIPPING (0.1%)
Caliber Systems Inc. 8,900 435
Consolidated Freightways, Inc. 9,900 262
*Federal Express Corp. 12,900 953
Ryder System, Inc. 18,000 446
Yellow Corp. 6,400 79
----------
Total 2,175
----------
UTILITY-ELECTRIC (1.9%)
American Electric Power Co.
Inc. 42,600 1,725
Baltimore Gas & Electric Co. 33,800 963
Carolina Power & Light Company 35,600 1,228
Central & South West
Corporation 43,900 1,224
</TABLE>

B-93
<PAGE> 113

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
SHARES (000'S)
----------- ----------
<S> <C> <C>
COMMON STOCK (CONTINUED)
UTILITY-ELECTRIC (CONTINUED)
Cinergy Corporation 35,705 $ 1,093
Consolidated Edison Co. of New York 53,800 1,722
DTE Energy Company 33,600 1,159
Dominion Resources Inc. 39,700 1,638
Duke Power Company 46,900 2,222
Entergy Corporation 52,100 1,524
FPL Group, Inc. 42,400 1,966
General Public Utilities 26,600 904
Houston Industries Incorporated 60,100 1,457
Niagara Mohawk Power
Corporation 33,000 318
Northern States Power Company 15,500 761
Ohio Edison Company 34,900 820
PECO Energy Company 50,800 1,530
Pacific Enterprises 19,400 548
Pacific Gas & Electric Co. 97,200 2,758
PacifiCorp 65,100 1,383
Public Service Enterprise Group, Inc. 56,000 1,715
SCECorp 102,100 1,812
Southern Company 152,400 3,753
Texas Utilities Company 51,700 2,126
UNICOM Corp. 49,100 1,608
Union Electric Company 23,400 977
----------
Total 38,934
----------
UTILITY-GAS (0.3%)
*Columbia Gas System Inc. 11,600 509
Consolidated Natural Gas Co. 21,400 971
Enron Corp. 57,700 2,200
ENSERCH Corporation 15,700 255
Nicor Inc. 11,600 319
Noram Energy Corporation 28,400 252
ONEOK, Inc. 6,200 142
Panhandle Eastern Corporation 34,300 956
Peoples Energy Corporation 8,000 254
Williams Companies Inc. 23,400 1,027
----------
Total 6,885
----------
UTILITY-TELEPHONE (3.3%)
*Airtouch Communications 113,100 3,195
ALLTEL Corporation 43,200 1,274
Ameritech Corporation 126,900 7,487
Bell Atlantic Corporation 99,900 6,681
Bellsouth Corporation 227,300 9,888
GTE Corporation 222,000 9,768
MCI Communications Corporation 155,200 4,055
NYNEX Corp. 97,800 5,281
Pacific Telesis Group 98,100 3,299
SBC Communications Incorporated 139,500 8,021
Sprint Corporation 79,800 3,182
U S West Inc. 107,800 3,854
*U S West Media Group 107,800 2,048
----------
Total 68,033
----------
Total Common Stock 1,051,375
----------
PREFERRED STOCK (0.00%)
DIVERSIFIED (0.00%)
Teledyne, Inc. 514 $ 7
----------
Total Preferred Stock 7
----------

<CAPTION>
MARKET
VALUE
PAR (000'S)
----------- ----------
<S> <C> <C>
BONDS (33.5%)
AIRLINES (0.3%)
Delta Air Lines, Inc.,
9 3/4%, 5/19/03 $ 532,000 $ 622
Delta Air Lines, Inc.,
9 3/4%, 6/1/03 3,513,000 4,108
Delta Air Lines, Inc.,
9 3/4%, 6/1/03 870,000 1,017
Delta Air Lines, Inc.,
9 3/4%, 6/1/03 870,000 1,017
----------
Total 6,764
----------
AUTO RELATED (0.6%)
Hertz Corp., 9.04%, 6/14/00 4,100,000 4,585
General Motors Corporation,
8 4/5%, 3/1/21 6,500,000 8,148
----------
12,733
----------
BANKS (0.6%)
Natwest Capital Corporation,
12 1/8%, 11/15/02 10,450,000 11,593
----------
BEVERAGES (0.6%)
Coca-Cola Enterprises Inc.,
8%, 1/4/05 10,000,000 11,398
----------
CMO & LOAN-BACKED CERTIFICATES (5.5%)
CIT RV Owner Trust,
6 1/4%, 1/15/11 6,566,806 6,644
Federal Home Loan Mortgage
Corp., 7 1/4%, 4/15/18 10,325,000 10,442
Federal Home Loan Mortgage
Corp., 7%, 3/15/07 7,250,000 7,428
Federal Home Loan Mortgage
Corp., 6%, 7/15/07 19,250,000 19,288
Federal National Mortgage
Assoc., 6 1/4%, 7/25/07 21,150,000 21,471
Federal National Mortgage
Assoc., 6 3/4%, 12/25/23 6,500,000 6,412
Ford Motor Credit Grantor
Trust, 5.9%, 10/15/00 6,808,877 6,847
Premier Auto Trust, 6.65%,
4/2/98 6,930,000 7,019
Rural Housing Trust, 6.33%,
4/1/26 9,859,581 9,769
Security Capital Industrial
Trust, 7.3%, 5/15/01 8,000,000 8,067
World Omni Grantor Trust,
7.95%, 1/25/1 10,000,000 10,209
----------
Total 113,596
----------
CHEMICALS (0.5%)
Dow Capital B.V., 8 1/2, 6/8/10 8,200,000 9,806
----------
DIVERSIFIED (0.5%)
Hanson Overseas BV, 6 3/4%,
9/15/05 10,000,000 10,351
----------
FEDERAL GOVERNMENT AND AGENCIES (13.1%)
Federal Home Loan Mortgage Corp.,
7%, 7/1/25 4,889,608 4,934
Federal Home Loan Mortgage Corp.,
7%, 7/1/25 4,154,794 4,192
</TABLE>

B-94
<PAGE> 114

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
PAR (000'S)
----------- ----------
<S> <C> <C>
BONDS (CONTINUED)
FEDERAL GOVERNMENT AND AGENCIES
(CONTINUED)
Federal Home Loan Mortgage Corp.,
7%, 7/1/25 $ 4,880,888 $ 4,925
Federal Home Loan Mortgage Corp.,
7%, 7/1/25 14,842,376 14,977
Government National Mortgage Assoc.,
7%, 9/15/23 114,400 116
Government National Mortgage Assoc.,
7%, 10/15/23 210,954 214
Government National Mortgage Assoc.,
7 1/2%, 8/15/24 974,548 1,002
Government National Mortgage Assoc.,
7%, 9/15/23 25,680 26
Government National Mortgage Assoc.,
7%, 7/15/23 814,310 825
Government National Mortgage Assoc.,
7%, 5/15/23 9,123,303 9,244
Government National Mortgage Assoc.,
7%, 5/15/23 6,718,886 6,808
Government National Mortgage Assoc.,
7%, 6/15/23 332,144 337
Government National Mortgage Assoc.,
7%, 10/15/23 30,031 30
Government National Mortgage Assoc.,
7%, 5/15/23 206,740 209
Government National Mortgage Assoc.,
7 1/2%, 1/15/24 225,604 232
Government National Mortgage Assoc.,
7%, 7/15/23 780,387 791
Government National Mortgage Assoc.,
7%, 2/15/24 43,696 44
Government National Mortgage Assoc.,
8 1/2%, 2/15/25 145,959 153
Government National Mortgage Assoc.,
7%, 8/15/23 29,352 30
Government National Mortgage Assoc.,
8 1/2%, 7/15/24 257,946 271
Government National Mortgage Assoc.,
7%, 6/15/23 733,591 743
Government National Mortgage Assoc.,
7%, 7/15/23 66,575 67
Government National Mortgage Assoc.,
7%, 10/15/23 164,119 166
Government National Mortgage Assoc.,
7%, 9/15/23 684,039 693
Government National Mortgage Assoc.,
7 1/2%, 5/15/24 1,056,577 1,087
Government National Mortgage Assoc.,
7%, 12/15/23 828,855 840
Government National Mortgage Assoc.,
7%, 10/15/23 122,080 124
Government National Mortgage Assoc.,
7 1/2%, 1/15/24 1,129,651 1,162
Government National Mortgage Assoc.,
8 1/2%, 8/15/24 326,635 343
Government National Mortgage Assoc.,
7%, 11/15/23 802,273 813
Government National Mortgage Assoc.,
7%, 2/15/24 135,214 137
Government National Mortgage Assoc.,
7%, 11/15/23 855,263 867
Government National Mortgage Assoc.,
8 1/2%, 2/15/25 814,055 855

<CAPTION>
MARKET
VALUE
PAR (000'S)
----------- ----------
<S> <C> <C>
FEDERAL GOVERNMENT AND AGENCIES
(CONTINUED)
Government National Mortgage Assoc.,
7%, 12/15/23 $ 707,558 $ 717
Government National Mortgage Assoc.,
7%, 2/15/24 334,093 338
Government National Mortgage Assoc.,
7%, 1/15/24 882,744 894
Government National Mortgage Assoc.,
7%, 3/15/24 672,864 682
Government National Mortgage Assoc.,
7%, 12/15/23 884,388 896
Government National Mortgage Assoc.,
7%, 11/15/23 585,513 593
Government National Mortgage Assoc.,
8 1/2%, 11/15/24 307,285 323
Government National Mortgage Assoc.,
7%, 9/15/23 35,377 36
Government National Mortgage Assoc.,
7%, 2/15/24 714,898 724
Government National Mortgage Assoc.,
8 1/2%, 7/15/24 250,180 263
Government National Mortgage Assoc.,
7%, 1/15/24 53,116 54
Government National Mortgage Assoc.,
7%, 10/15/23 123,108 125
Government National Mortgage Assoc.,
8 1/2%, 11/15/24 242,877 255
Government National Mortgage Assoc.,
8 1/2%, 1/15/25 23,318 24
Government National Mortgage Assoc.,
7%, 1/15/24 232,671 236
Government National Mortgage Assoc.,
7 1/2%, 11/15/24 1,004,173 1,033
Government National Mortgage Assoc.,
8 1/2%, 7/15/24 343,514 361
Government National Mortgage Assoc.,
7 1/2%, 2/15/24 1,624,140 1,670
Government National Mortgage Assoc.,
7 1/2%, 3/15/24 1,471,828 1,514
Government National Mortgage Assoc.,
7 1/2%, 8/15/24 983,454 1,011
Government National Mortgage Assoc.,
7%, 2/15/24 779,800 790
Government National Mortgage Assoc.,
7%, 5/15/24 783,349 794
Government National Mortgage Assoc.,
7 1/2%, 5/15/24 1,403,025 1,443
Government National Mortgage Assoc.,
7 1/2%, 4/15/24 925,585 952
Government National Mortgage Assoc.,
7 1/2%, 5/15/24 1,470,957 1,513
Government National Mortgage Assoc.,
8 1/2%, 6/15/24 807,670 848
Government National Mortgage Assoc.,
7%, 4/15/24 121,260 123
Government National Mortgage Assoc.,
7%, 4/15/24 28,018 28
Government National Mortgage Assoc.,
8 1/2%, 6/15/24 313,370 329
Government National Mortgage Assoc.,
8 1/2%, 7/15/24 216,054 227
Government National Mortgage Assoc.,
8 1/2%, 1/15/25 57,533 60
Government National Mortgage Assoc.,
8 1/2%, 2/15/25 452,785 475
</TABLE>

B-95
<PAGE> 115
NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
PAR (000'S)
----------- ----------
<S> <C> <C>
BONDS (CONTINUED)
FEDERAL GOVERNMENT AND AGENCIES
(CONTINUED)
Government National Mortgage Assoc.,
8 1/2%, 8/15/24 $ 346,522 $ 364
Government National Mortgage Assoc.,
7%, 4/15/24 95,608 97
Government National Mortgage Assoc.,
7 1/2%, 6/15/24 1,430,337 1,471
Government National Mortgage Assoc.,
8 1/2%, 7/15/24 230,976 242
Government National Mortgage Assoc.,
8 1/2%, 8/15/24 242,134 254
Government National Mortgage Assoc.,
7 1/2%, 8/15/24 990,722 1,019
Government National Mortgage Assoc.,
8 1/2%, 1/15/25 135,128 142
Government National Mortgage Assoc.,
7 1/2%, 8/15/24 1,241,086 1,276
Government National Mortgage Assoc.,
8 1/2%, 8/15/24 221,321 232
Government National Mortgage Assoc.,
8 1/2%, 2/15/25 218,143 229
Government National Mortgage Assoc.,
7 1/2%, 6/15/24 37,639 39
Government National Mortgage Assoc.,
8 1/2%, 8/15/24 262,482 276
Government National Mortgage Assoc.,
8 1/2%, 9/15/24 368,912 387
Government National Mortgage Assoc.,
8 1/2%, 2/15/25 51,224 54
Government National Mortgage Assoc.,
8 1/2%, 12/15/24 594,381 624
Government National Mortgage Assoc.,
8 1/2%, 2/15/25 59,142 62
Government National Mortgage Assoc.,
8 1/2%, 2/15/25 388,127 407
Government National Mortgage Assoc.,
8 1/2%, 2/15/23 150,445 158
Government National Mortgage Assoc.,
8 1/2%, 9/15/22 658,395 691
Government National Mortgage Assoc.,
8 1/2%, 10/15/22 589,478 619
Government National Mortgage Assoc.,
7%, 5/15/23 483,212 490
Government National Mortgage Assoc.,
8 1/2%, 9/15/21 229,888 241
Government National Mortgage Assoc.,
8 1/2%, 7/15/21 195,514 205
Government National Mortgage Assoc.,
8 1/2%, 5/15/22 415,111 436
Government National Mortgage Assoc.,
8 1/2%, 10/15/22 14,085 15
Government National Mortgage Assoc.,
8 1/2%, 9/15/22 690,066 724
Government National Mortgage Assoc.,
8 1/2%, 10/15/22 732,365 769
Government National Mortgage Assoc.,
8 1/2%, 1/15/23 241,106 253
Government National Mortgage Assoc.,
8 1/2%, 2/15/23 191,240 201
Government National Mortgage Assoc.,
8 1/2%, 12/15/22 476,037 500
U.S. Treasury, 7 1/8%, 2/15/23 28,000,000 31,981
U.S. Treasury, 7 1/2%, 11/15/24 8,500,000 10,211
U.S. Treasury, 6 7/8%, 8/15/25 9,000,000 10,153

<CAPTION>
MARKET
VALUE
PAR (000'S)
----------- ----------
<S> <C> <C>
FEDERAL GOVERNMENT AND AGENCIES
(CONTINUED)
U.S. Treasury, 4 3/4%, 8/31/98 11,250,000 11,113
U.S. Treasury, 7 1/4%, 8/15/04 26,000,000 28,917
U.S. Treasury, 7 3/4%, 11/30/99 30,000,000 32,503
U.S. Treasury, 7 1/2%, 1/31/97 30,000,000 30,722
U.S. Treasury, 7 3/4%, 1/31/00 25,000,000 27,164
----------
Total 271,829
----------
FINANCE COMPANIES (2.9%)
Associates Corp. of North
America, 6 7/8%, 1/15/97 7,800,000 7,911
Associates Corp. of North
America, 7.95%, 2/15/10 5,550,000 6,426
Avco Financial Services Inc.,
5 7/8%, 10/15/97 6,800,000 6,843
Beneficial Corp., 6.86%,
11/19/97 7,800,000 7,978
Beneficial Corp., 9 3/8%,
7/28/97 5,000,000 5,284
Ford Motor Credit Company,
5 5/8%, 3/3/97 9,000,000 9,012
General Motors Acceptance
Corp., 8 3/8%, 5/1/97 3,000,000 3,098
General Motors Acceptance
Corp., 6 5/8%, 10/1/02 12,200,000 12,546
----------
Total 59,098
----------
FOODS (0.2%)
Nabisco Inc., 8%, 1/15/00 3,500,000 3,721
----------
FOREIGN GOVERNMENT BONDS (1.0%)
Province of Manitoba, 7 3/4%,
7/17/16 9,672,000 10,891
Province of Quebec, 7 1/8%,
2/9/24 9,500,000 9,576
----------
Total 20,467
----------
MEDIA (1.8%)
News America Holdings Inc.,
7 1/2%, 3/1/00 6,500,000 6,819
News America Holdings Inc.,
8.45%, 8/1/34 10,000,000 11,622
Tele-Communications, Inc.,
7 3/8%, 2/15/00 8,000,000 8,310
Tele-Communications, Inc.,
7 7/8%, 8/1/13 3,000,000 3,101
Time Warner Entertainment Inc.,
8 7/8%, 10/1/12 1,500,000 1,678
Time Warner Inc., 7 3/4%,
6/15/05 6,300,000 6,569
----------
Total 38,099
----------
MUNICIPAL BONDS (0.1%)
Government Trust Certificates,
8%, 5/15/98 2,696,913 2,765
----------
OFFICE EQUIPMENT (0.3%)
International Business Machines Corp.,
6 3/8%, 11/1/97 7,000,000 7,113
----------
TOBACCO (0.7%)
Philip Morris Companies, Inc.,
9 1/4%, 2/15/00 2,100,000 2,348
Philip Morris Companies, Inc.,
7 1/4%, 1/15/03 3,000,000 3,163
RJR Nabisco Inc., 8 5/8%,
12/1/02 8,000,000 8,298
----------
Total 13,809
----------
</TABLE>

B-96
<PAGE> 116

NORTHWESTERN MUTUAL SERIES FUND, INC.
BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
VALUE
PAR (000'S)
----------- ----------
<S> <C> <C>
BONDS (CONTINUED)
UTILITY-ELECTRIC (4.8%)
Atlantic City Electric Company,
6 5/8%, 8/1/13 $ 4,000,000 $ 3,901
Cleveland Electric Illuminating
Co., 7 3/8%, 6/1/03 4,000,000 3,782
Dayton Power & Light Company,
8.15%, 1/15/26 5,750,000 6,366
Long Island Lighting Co.,
9 5/8%, 7/1/24 1,500,000 1,537
Long Island Lighting Co., 7%,
3/1/04 10,000,000 9,622
Niagara Mohawk Power Corp.,
5 7/8%, 9/1/02 3,275,000 2,893
Pacific Gas & Electric Co.,
7 1/4%, 3/1/26 9,050,000 9,073
Pacific Gas & Electric Co.,
5 3/8%, 8/1/98 5,000,000 4,949
Pacific Gas & Electric Co.,
6 3/4%, 10/1/23 6,400,000 6,104
PECO Energy Company, 7 1/2%,
1/15/99 4,250,000 4,452
PECO Energy Company, 7 3/4%,
3/1/23 8,850,000 9,258
Public Service Electric & Gas
Co., 6 1/8%, 8/1/02 9,000,000 8,995
Southern California Edison Co.,
7 1/4%, 3/1/26 10,000,000 10,038
Texas Utilities Electric Co.,
7 7/8%, 3/1/23 7,750,000 8,289
UNICOM Corp., 6 1/2%, 4/15/00 10,600,000 10,760
----------
Total 100,019
----------
Total Bonds 693,161
----------
MONEY MARKET INVESTMENTS (15.7%)
CHEMICALS (0.8%)
E.I. du Pont de Nemours & Company,
5.73%, 1/5/96 $16,000,000 $ 15,990
----------
DRUGS (1.0%)
+American Home Products Corp.,
5.73%, 1/19/96 21,400,000 21,335
----------
FEDERAL GOVERNMENT AND AGENCIES (1.5%)
+U.S. Treasury, 5.25%, 5/30/96 6,000,000 5,868
U.S. Treasury, 6 7/8%, 10/31/96 25,000,000 25,328
----------
Total 31,196
----------
<CAPTION>
MARKET
VALUE
PAR (000'S)
----------- ----------
<S> <C> <C>
FINANCE COMPANIES (2.3%)
Cargill Financial Services
Corp., 5.7%, 1/12/96 22,700,000 22,661
Ford Motor Credit Company,
5.73%, 1/8/96 25,000,000 24,972
----------
Total 47,633
----------
FINANCIAL SERVICES (4.2%)
American General Finance Corp.,
8 7/8%, 3/15/96 6,050,000 6,089
BAT Capital Corporation, 5.72%,
1/18/96 19,805,000 19,749
IBM Credit Corporation, 5.73%,
1/17/96 20,500,000 20,448
+Transamerica Financial Corp.,
5.7%, 1/30/96 15,300,000 15,227
Transamerica Financial Corp.,
8.55%, 6/15/96 10,950,000 11,098
+Xerox Credit Corporation,
5.65%, 2/2/96 14,700,000 14,626
----------
Total 87,237
----------
FOODS (2.2%)
H.J. Heinz Company, 5.75%,
1/16/96 25,000,000 24,940
Nestle Capital Corp., 5.63%,
1/4/96 20,000,000 19,991
----------
Total 44,931
----------
PRINTING & PUBLISHING (2.0%)
+Gannett Company Inc., 5.82%,
1/24/96 21,100,000 21,022
Gannett Company Inc., 5.85%,
1/9/96 20,000,000 19,974
----------
Total 40,996
----------
PROFESSIONAL SERVICES (1.0%)
PHH Corp., 5.76%, 1/10/96 20,700,000 20,670
----------
UTILITY-ELECTRIC (0.0%)
Texas Utilities Electric Co.,
9.39%, 11/21/96 250,000 258
----------
UTILITY-TELEPHONE (0.7%)
+SBC Communications
Incorporated, 5.525%, 1/29/96 15,900,000 15,832
----------
Total Money Market Investments 326,078
----------
Total Investments $2,070,621
==========
</TABLE>

* Non-Income Producing

+ Partially or fully held by the custodian in a segregated account as collateral
for open financial futures contracts. Information regarding open futures
contracts as of December 31, 1995 is summarized below:

<TABLE>
<CAPTION>
UNREALIZED
NUMBER OF EXPIRATION (DEPRECIATION)
ISSUER CONTRACTS DATE (000'S)
- -------------------- --------- ---------- --------------
<S> <C> <C> <C>
S&P 500 Stock Index 246 March 1996 $ (1,258)
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-97
<PAGE> 117
PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

Financial Statements Included in the Prospectus:
Financial Highlights

1995 Financial Statements for Northwestern Mutual
Series Fund, Inc. Included in the Statement of
Additional Information:
Report of Independent Accountants
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Schedules of Investments

(b) Exhibits

EX-99.B11 Consent of Price Waterhouse LLP.

EX-99.B16 Schedule of computation for the Money Market Portfolio's
yield quotation for the seven-day period ended March 31,
1996, as provided in the Registration Statement.

EX-27 Financial Data Schedule for period ended December 31, 1995.

The following documents, previously included in the Registration Statement
and amendments thereto, are herein restated in electronic format:

EX-99.B1 Articles of Incorporation of Northwestern Mutual Variable
Life Series Fund, Inc. (n/k/a Northwestern Mutual Series
Fund, Inc.).

EX-99.B1(a) Articles of Amendment of Northwestern Mutual Series Fund,
Inc.

EX-99.B2 By-Laws of Northwestern Mutual Series Fund, Inc.

EX-99.B5(a) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the Index 500 Stock
Portfolio), Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance Company.

EX-99.B5(b) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the Select Bond
Portfolio), Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance Company.

EX-99.B5(c) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the Balanced

C-1
<PAGE> 118
Portfolio), Northwestern Mutual Investment Services,
Inc. and The Northwestern Mutual Life Insurance Company.

EX-99.B5(d) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the Money Market
Portfolio), Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance Company.

EX-99.B5(e) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the Growth and Income
Stock Portfolio), Northwestern Mutual Investment Services,
Inc. and The Northwestern Mutual Life Insurance Company.

EX-99.B5(f) Investment Sub-Advisory Agreement between Northwestern
Mutual Series Fund, Inc. (on behalf of the Growth and
Income Stock Portfolio), Northwestern Mutual Investment
Services, Inc. and J.P. Morgan Investment Management, Inc.

EX-99.B5(g) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the International
Equity Portfolio), Northwestern Mutual Investment
Services, Inc. and The Northwestern Mutual Life Insurance
Company.

EX-99.B5(h) Investment Sub-Advisory Agreement between Northwestern
Mutual Investment Services, Inc., (Investment Adviser
to the International Equity Portfolio) and Templeton
Investment Counsel, Inc.

EX-99.B5(i) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the Growth Stock
Portfolio), Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance Company.

EX-99.B5(j) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the Aggressive Growth
Stock Portfolio), Northwestern Mutual Investment Services,
Inc. and The Northwestern Mutual Life Insurance Company.

EX-99.B5(k) Investment Advisory Agreement between Northwestern Mutual
Series Fund, Inc. (on behalf of the High Yield Bond
Portfolio), Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance Company.

Item 25. Persons Controlled by or under Common Control with Registrant
Shares of the Registrant have been offered and sold only to The
Northwestern Mutual Life Insurance Company ("Northwestern Mutual
Life"), a mutual insurance company organized by a special act of the
Wisconsin Legislature, and its separate investment accounts created
pursuant to Wisconsin insurance laws. Certain of the separate
investment accounts are registered under the Investment Company Act of
1940 as unit investment trusts, and the purchasers of variable annuity
contracts and variable life insurance policies issued in connection
with such accounts have the right to instruct

C-2
<PAGE> 119

Northwestern Mutual Life with respect to the voting of the
Registrant's shares held by those accounts. Subject to such voting
instruction rights, Northwestern Mutual Life and its separate
investment accounts directly control the Registrant. However, the
present practice of Northwestern Mutual Life, as disclosed elsewhere
in this Amended Registration Statement, is to vote the shares of the
Registrant held as general assets in the same proportions as the
shares for which voting instructions are reserved. Subsidiaries of
Northwestern Mutual Life when considered in the aggregate as a single
subsidiary would not constitute a significant subsidiary.

Item 26. Number of Holders of Securities

All of the outstanding shares of the Registrant are owned by
Northwestern Mutual Life and are allocated among the general assets
and four separate investment accounts.

Item 27. Indemnification

Article IX of Registrant's by-laws is included as Exhibit 2 to
the Registration Statement under the Securities Act of 1933 and the
Investment Company Act of 1940, and is restated in electronic
format herein as Exhibit 99.B2. The by-laws of Northwestern Mutual
Life permit indemnification by Northwestern Mutual Life of persons
who are serving as directors of another corporation at the request
of Northwestern Mutual Life. Pursuant to the by-law provision, the
Trustees of Northwestern Mutual Life have adopted a resolution
extending to all of the directors of the Registrant the benefits of
the indemnification arrangements for employees, officers and
Trustees of Northwestern Mutual Life. Directors' and officers'
liability insurance which covers the directors and officers of the
Registrant as well as Trustees and officers of Northwestern Mutual
Life is also in force. The amount of coverage is $15 million. The
deductible amount is $5,000 per person and $50,000 in the
aggregate, except that the deductible amount is $1,000,000 ($1
million) for claims covered by corporate indemnification. The cost
of this insurance is allocated among Northwestern Mutual Life and
its subsidiaries and no part of the premium has been paid by the
Registrant.

Item 28. Business and Other Connections of Investment Adviser

In addition to its investment advisory function, Northwestern
Mutual Investment Services, Inc. ("NMIS"), the Registrant's
investment adviser, is responsible for the selection, training and
supervision of life insurance agents of Northwestern Mutual Life
who engage in the distribution of variable life insurance policies
and variable annuity contracts issued by Northwestern Mutual Life.
The directors and officers of NMIS also serve as officers of
Northwestern Mutual Life.

Item 29. Principal Underwriters

Not applicable.

C-3

<PAGE> 120
Item 30. Location of Accounts and Records
Pursuant to the investment advisory agreement, NMIS, the
Registrant's adviser, provides facilities and personnel for
maintaining the Registrant's books and records. Northwestern Mutual
Life is also a party to the agreement and provides space, facilities
and personnel used in carrying out this function. Documents are kept
at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, the address
of NMIS and of Northwestern Mutual Life.

Item 31. Management Services

Not applicable.

Item 32. Undertakings

Not applicable.

C-4
<PAGE> 121
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amended Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amended Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, and State of
Wisconsin, on the 26th day of April, 1996.

NORTHWESTERN MUTUAL SERIES FUND, INC.
(Registrant)

By: JAMES D. ERICSON
-----------------------------
James D. Ericson, President

Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title

JAMES D. ERICSON President, Director
- ------------------------------- and Principal Execu-
James D. Ericson tive Officer

MARK G. DOLL Vice President,
- ------------------------------- Treasurer and Principal
Mark G. Doll Financial Officer

GARY E. LONG Controller and
- ------------------------------- Principal Accounting
Gary E. Long Officer Dated
April 26,
1996
WILLIAM J. BLAKE* Director
- -------------------------------
William J. Blake

STEPHEN N. GRAFF* Director
- -------------------------------
Stephen N. Graff

MARTIN F. STEIN* Director
- -------------------------------
Martin F. Stein

JOHN K. MACIVER* Director
- -------------------------------
John K. MacIver*

* By JAMES D. ERICSON
-------------------------------
James D. Ericson, Attorney
in fact, pursuant to the Power
of Attorney attached hereto

C-5
<PAGE> 122
POWER OF ATTORNEY

The undersigned Directors of Northwestern Mutual Series Fund, Inc. (the
"Company"), hereby constitute and appoint James D. Ericson and Edward J. Zore,
or either of them, their true and lawful attorneys and agents, to sign the
names of the undersigned Directors to any instruments or documents filed as
part of or in connection with or in any way related to the registration
statement or statements and any and all amendments thereto, to be filed under
the Securities Act of 1933 in connection with shares of the common stock of the
Company offered to the public; and each of the undersigned hereby ratifies and
confirms all that said attorneys and agents shall do or cause to be done by
virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed these presents,
as indicated, February 1, 1996.

STEPHEN N. GRAFF Director
-------------------------
Stephen N. Graff

WILLIAM J. BLAKE Director
-------------------------
William J. Blake

JOHN K. MACIVER Director
-------------------------
John K. MacIver

MARTIN F. STEIN Director
-------------------------
Martin F. Stein

JAMES D. ERICSON Director
-------------------------
James D. Ericson

C-6
<PAGE> 123
EXHIBIT INDEX
EXHIBITS FILED WITH FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 13 TO
REGISTRATION STATEMENT UNDER SECTION 6 OF
THE SECURITIES ACT OF 1933
AND SECTION 8(b) OF THE INVESTMENT COMPANY ACT OF 1940
FOR
NORTHWESTERN MUTUAL SERIES FUND, INC.

Exhibit Number Exhibit Name
- -------------- ----------------------------------

EX-99.B11 Consent of Price Waterhouse LLP.

EX-99.B16 Schedule of computation for the Money Market
Portfolio's yield quotation for the
seven-day period ended March 31, 1996, as
provided in the Registration Statement.

EX-27 Financial Data Schedule for period ended
December 31, 1995 for each Portfolio of
Northwestern Mutual Series Fund, Inc.

The following documents, previously included in the Registration Statement
and amendments thereto, are herein restated in electronic format:

EX-99.B1 Articles of Incorporation of Northwestern
Mutual Variable Life Series Fund, Inc. (n/k/a
Northwestern Mutual Series Fund, Inc.).

EX-99.B1(a) Articles of Amendment of Northwestern Mutual
Series Fund, Inc.

EX-99.B2 By-Laws of Northwestern Mutual Series Fund, Inc.

EX-99.B5(a) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the Index 500 Stock Portfolio),
Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life

<PAGE> 124

Insurance Company.

EX-99.B5(b) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the Select Bond Portfolio),
Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance
Company.

EX-99.B5(c) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the Balanced Portfolio), Northwestern
Mutual Investment Services, Inc. and The
Northwestern Mutual Life Insurance Company.

EX-99.B5(d) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the Money Market Portfolio),
Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance
Company.

EX-99.B5(e) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the Growth and Income Stock
Portfolio), Northwestern Mutual Investment
Services, Inc. and The Northwestern Mutual Life
Insurance Company.

EX-99.B5(f) Investment Sub-Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the Growth and Income Stock
Portfolio), Northwestern Mutual Investment
Services, Inc. and J.P. Morgan Investment
Management, Inc.

EX-99.B5(g) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the International Equity Portfolio),
Northwestern Mutual Investment Services, Inc.
and The Northwestern

<PAGE> 125

Mutual Life Insurance Company.

EX-99.B5(h) Investment Sub-Advisory Agreement between
Northwestern Mutual Investment Services, Inc.,
(Investment Adviser to the International Equity
Portfolio) and Templeton Investment Counsel,
Inc.

EX-99.B5(i) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the Growth Stock Portfolio),
Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance
Company.

EX-99.B5(j) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the Aggressive Growth Stock
Portfolio), Northwestern Mutual Investment
Services, Inc. and The Northwestern Mutual Life
Insurance Company.

EX-99.B5(k) Investment Advisory Agreement between
Northwestern Mutual Series Fund, Inc. (on
behalf of the High Yield Bond Portfolio),
Northwestern Mutual Investment Services, Inc.
and The Northwestern Mutual Life Insurance
Company.

<PAGE> 1
EXHIBIT 99.B11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A (the "Registration Statement") of our report dated
January 26, 1996, relating to the financial statements and financial highlights
of Northwestern Mutual Series Fund, Inc., which appears in such Statement of
Additional Information, and to the incorporation by reference of such report
into the Prospectus which constitutes part of this Registration Statement. We
also consent to the references to us under the heading "Condensed Financial
Information" in such Prospectus and to the reference to us under the heading
"Investment Advisory and Other Services" in such Statement of Additional
Information.

PRICE WATERHOUSE LLP

Milwaukee, Wisconsin
April 24, 1996

<PAGE> 1
EXHIBIT 99.B16

MONEY MARKET PORTFOLIO
YIELD
3/31/96

<TABLE>
<CAPTION>
DATE NET ASSETS DIVIDENDS
- --------------- --------------- -----------
<S> <C> <C>

3/25/96 $136,954,404.22 $18,681.98
3/26/96 $136,659,301.31 $18,705.97
3/27/96 $136,597,334.64 $18,755.66
3/28/96 $137,656,269.29 $18,930.09
3/29/96 $138,070,370.38 $19,026.83
3/30/96 $138,070,370.38 $19,034.11
3/31/96 $138,070,370.38 $19,034.11

$962,078,420.60 $132,168.75
--------------- -----------

AVG. NET ASSETS $137,439,774.37

</TABLE>

YIELD 5.01%

COMPOUNDED YIELD 5.14%

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENT OF NORTHWESTERN MUTUAL SERIES FUND, INC. INDEX 500 STOCK
PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 001
<NAME> INDEX STOCK PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 370,768
<INVESTMENTS-AT-VALUE> 494,185
<RECEIVABLES> 1,052
<ASSETS-OTHER> 114
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 495,351
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 218
<TOTAL-LIABILITIES> 218
<SENIOR-EQUITY> 355,506
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 287,518
<SHARES-COMMON-PRIOR> 249,684
<ACCUMULATED-NII-CURRENT> 6,192
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,270
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 124,165
<NET-ASSETS> 495,133
<DIVIDEND-INCOME> 9,533
<INTEREST-INCOME> 1,330
<OTHER-INCOME> 2
<EXPENSES-NET> 844
<NET-INVESTMENT-INCOME> 10,021
<REALIZED-GAINS-CURRENT> 8,912
<APPREC-INCREASE-CURRENT> 105,468
<NET-CHANGE-FROM-OPS> 124,401
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,894
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 47,195
<NUMBER-OF-SHARES-REDEEMED> 11,954
<SHARES-REINVESTED> 2,593
<NET-CHANGE-IN-ASSETS> 179,010
<ACCUMULATED-NII-PRIOR> 65
<ACCUMULATED-GAINS-PRIOR> 358
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 55
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 899
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.27
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> .42
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.72
<EXPENSE-RATIO> 0.21
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL SERIES FUND, INC. GROWTH STOCK
PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 002
<NAME> GROWTH STOCK PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 72,967
<INVESTMENTS-AT-VALUE> 85,950
<RECEIVABLES> 247
<ASSETS-OTHER> 40
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 86,237
<PAYABLE-FOR-SECURITIES> 562
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 118
<TOTAL-LIABILITIES> 680
<SENIOR-EQUITY> 71,939
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 67,734
<SHARES-COMMON-PRIOR> 41,908
<ACCUMULATED-NII-CURRENT> 11
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 621
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12,986
<NET-ASSETS> 85,557
<DIVIDEND-INCOME> 1,156
<INTEREST-INCOME> 339
<OTHER-INCOME> 0
<EXPENSES-NET> 386
<NET-INVESTMENT-INCOME> 1,109
<REALIZED-GAINS-CURRENT> 2,321
<APPREC-INCREASE-CURRENT> 13,078
<NET-CHANGE-FROM-OPS> 16,508
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,105
<DISTRIBUTIONS-OF-GAINS> 1,582
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 24,515
<NUMBER-OF-SHARES-REDEEMED> 866
<SHARES-REINVESTED> 2,177
<NET-CHANGE-IN-ASSETS> 43,689
<ACCUMULATED-NII-PRIOR> 7
<ACCUMULATED-GAINS-PRIOR> (118)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 22
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 408
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.28
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0.02
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.26
<EXPENSE-RATIO> 0.61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL SERIES FUND, INC. GROWTH AND INCOME
STOCK PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 003
<NAME> GROWTH & INCOME STOCK PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 123,110
<INVESTMENTS-AT-VALUE> 136,304
<RECEIVABLES> 595
<ASSETS-OTHER> 167
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 762
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 143
<TOTAL-LIABILITIES> 143
<SENIOR-EQUITY> 120,323
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 113,090
<SHARES-COMMON-PRIOR> 65,757
<ACCUMULATED-NII-CURRENT> 17
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,389
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 13,194
<NET-ASSETS> 136,923
<DIVIDEND-INCOME> 2,160
<INTEREST-INCOME> 206
<OTHER-INCOME> 0
<EXPENSES-NET> 686
<NET-INVESTMENT-INCOME> 1,680
<REALIZED-GAINS-CURRENT> 9,722
<APPREC-INCREASE-CURRENT> 14,711
<NET-CHANGE-FROM-OPS> 26,113
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,667
<DISTRIBUTIONS-OF-GAINS> 6,435
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 41,708
<NUMBER-OF-SHARES-REDEEMED> 1,144
<SHARES-REINVESTED> 6,769
<NET-CHANGE-IN-ASSETS> 72,223
<ACCUMULATED-NII-PRIOR> 4
<ACCUMULATED-GAINS-PRIOR> 102
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 35
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 721
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0.98
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.29
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0.06
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.21
<EXPENSE-RATIO> 0.69
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL SERIES FUND, INC. AGGRESSIVE GROWTH
STOCK PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 004
<NAME> AGGRESSIVE GROWTH STOCK PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 395,784
<INVESTMENTS-AT-VALUE> 578,057
<RECEIVABLES> 2,256
<ASSETS-OTHER> 63
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 580,376
<PAYABLE-FOR-SECURITIES> 2,926
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 436
<TOTAL-LIABILITIES> 3,362
<SENIOR-EQUITY> 369,183
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 208,208
<SHARES-COMMON-PRIOR> 163,628
<ACCUMULATED-NII-CURRENT> 572
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 24,986
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 182,273
<NET-ASSETS> 577,014
<DIVIDEND-INCOME> 817
<INTEREST-INCOME> 2,246
<OTHER-INCOME> 0
<EXPENSES-NET> 2,491
<NET-INVESTMENT-INCOME> 572
<REALIZED-GAINS-CURRENT> 24,986
<APPREC-INCREASE-CURRENT> 124,412
<NET-CHANGE-FROM-OPS> 149,970
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 503
<DISTRIBUTIONS-OF-GAINS> 1,836
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 50,142
<NUMBER-OF-SHARES-REDEEMED> 6,659
<SHARES-REINVESTED> 1,097
<NET-CHANGE-IN-ASSETS> 249,918
<ACCUMULATED-NII-PRIOR> 503
<ACCUMULATED-GAINS-PRIOR> 1,836
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 39
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,530
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 2.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0.78
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.77
<EXPENSE-RATIO> 0.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL SERIES FUND, INC. INTERNATIONAL
EQUITY PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 005
<NAME> INTERNATIONAL EQUITY PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 310,948
<INVESTMENTS-AT-VALUE> 338,181
<RECEIVABLES> 8,780
<ASSETS-OTHER> 267
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 347,228
<PAYABLE-FOR-SECURITIES> 901
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,200
<TOTAL-LIABILITIES> 5,101
<SENIOR-EQUITY> 295,451
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 252,496
<SHARES-COMMON-PRIOR> 245,609
<ACCUMULATED-NII-CURRENT> 8,396
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11,201
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 27,079
<NET-ASSETS> 342,127
<DIVIDEND-INCOME> 8,989
<INTEREST-INCOME> 2,140
<OTHER-INCOME> 0
<EXPENSES-NET> 2,692
<NET-INVESTMENT-INCOME> 8,437
<REALIZED-GAINS-CURRENT> 11,455
<APPREC-INCREASE-CURRENT> 22,907
<NET-CHANGE-FROM-OPS> 42,799
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 2,171
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 28,399
<NUMBER-OF-SHARES-REDEEMED> 23,252
<SHARES-REINVESTED> 1,740
<NET-CHANGE-IN-ASSETS> 49,594
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,917
<OVERDISTRIB-NII-PRIOR> 41
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,692
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.19
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 0.13
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.35
<EXPENSE-RATIO> 0.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL SERIES FUND, INC. SELECT BOND
PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 006
<NAME> SELECT BOND PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 186,543
<INVESTMENTS-AT-VALUE> 195,314
<RECEIVABLES> 2,669
<ASSETS-OTHER> 221
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 198,204
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 62
<TOTAL-LIABILITIES> 62
<SENIOR-EQUITY> 183,672
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 161,337
<SHARES-COMMON-PRIOR> 149,626
<ACCUMULATED-NII-CURRENT> 7,037
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,338)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,771
<NET-ASSETS> 198,142
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,209
<OTHER-INCOME> 0
<EXPENSES-NET> 529
<NET-INVESTMENT-INCOME> 11,680
<REALIZED-GAINS-CURRENT> 1,666
<APPREC-INCREASE-CURRENT> 17,183
<NET-CHANGE-FROM-OPS> 30,529
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,709
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 20,151
<NUMBER-OF-SHARES-REDEEMED> 12,511
<SHARES-REINVESTED> 4,071
<NET-CHANGE-IN-ASSETS> 39,634
<ACCUMULATED-NII-PRIOR> 66
<ACCUMULATED-GAINS-PRIOR> (3,004)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 529
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.06
<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 0.13
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.23
<EXPENSE-RATIO> 0.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL SERIES FUND, INC. HIGH YIELD BOND
PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 007
<NAME> HIGH YIELD BOND PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 54,685
<INVESTMENTS-AT-VALUE> 54,919
<RECEIVABLES> 1,174
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 56,093
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 119
<TOTAL-LIABILITIES> 119
<SENIOR-EQUITY> 55,455
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 54,536
<SHARES-COMMON-PRIOR> 36,590
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 38
<ACCUMULATED-NET-GAINS> 323
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 234
<NET-ASSETS> 55,974
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,794
<OTHER-INCOME> 51
<EXPENSES-NET> 297
<NET-INVESTMENT-INCOME> 4,548
<REALIZED-GAINS-CURRENT> 970
<APPREC-INCREASE-CURRENT> 1,206
<NET-CHANGE-FROM-OPS> 6,724
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,604
<DISTRIBUTIONS-OF-GAINS> 465
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14,751
<NUMBER-OF-SHARES-REDEEMED> 1,724
<SHARES-REINVESTED> 4,919
<NET-CHANGE-IN-ASSETS> 20,437
<ACCUMULATED-NII-PRIOR> 18
<ACCUMULATED-GAINS-PRIOR> (182)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 314
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0.97
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 0.07
<PER-SHARE-DIVIDEND> 0.10
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.03
<EXPENSE-RATIO> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL SERIES FUND, INC. MONEY MARKET
PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 008
<NAME> MONEY MARKET PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 131,681
<INVESTMENTS-AT-VALUE> 131,681
<RECEIVABLES> 840
<ASSETS-OTHER> 84
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 132,605
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 33
<TOTAL-LIABILITIES> 33
<SENIOR-EQUITY> 132,572
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 132,588
<SHARES-COMMON-PRIOR> 104,233
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 132,572
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,668
<OTHER-INCOME> 0
<EXPENSES-NET> 335
<NET-INVESTMENT-INCOME> 6,333
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,333
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,333
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 74,140
<NUMBER-OF-SHARES-REDEEMED> 52,118
<SHARES-REINVESTED> 6,333
<NET-CHANGE-IN-ASSETS> 28,355
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 335
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.06
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL SERIES FUND, INC. BALANCED
PORTFOLIO DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH (B) POST-EFFECTIVE AMENDMENT #13.
</LEGEND>
<SERIES>
<NUMBER> 009
<NAME> BALANCED PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,738,497
<INVESTMENTS-AT-VALUE> 2,070,621
<RECEIVABLES> 14,041
<ASSETS-OTHER> 291
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,084,953
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,664
<TOTAL-LIABILITIES> 1,664
<SENIOR-EQUITY> 1,630,252
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,298,518
<SHARES-COMMON-PRIOR> 1,315,774
<ACCUMULATED-NII-CURRENT> 83,551
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 38,620
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 330,866
<NET-ASSETS> 2,083,289
<DIVIDEND-INCOME> 23,254
<INTEREST-INCOME> 65,981
<OTHER-INCOME> 7
<EXPENSES-NET> 5,696
<NET-INVESTMENT-INCOME> 83,546
<REALIZED-GAINS-CURRENT> 41,518
<APPREC-INCREASE-CURRENT> 318,046
<NET-CHANGE-FROM-OPS> 443,110
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 53,160
<DISTRIBUTIONS-OF-GAINS> 8,179
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 35,282
<NUMBER-OF-SHARES-REDEEMED> 96,890
<SHARES-REINVESTED> 44,352
<NET-CHANGE-IN-ASSETS> 356,162
<ACCUMULATED-NII-PRIOR> 53,165
<ACCUMULATED-GAINS-PRIOR> 5,281
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,696
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.31
<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 0.27
<PER-SHARE-DIVIDEND> 0.04
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.60
<EXPENSE-RATIO> 0.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE> 1
EX-99.B1

ARTICLES OF INCORPORATION
OF
NORTHWESTERN MUTUAL VARIABLE LIFE SERIES FUND, INC.

FIRST: I, the undersigned, whose post office address is 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, being at least eighteen years of
age, do hereby act as incorporator with the intention of forming a corporation
under and by virtue of the General Laws of the State of Maryland.

SECOND: The name of the corporation is Northwestern Mutual Variable Life
Series Fund, Inc.

THIRD: The purpose or purposes for which the corporation is formed are to
engage in any lawful activity within the purposes for which corporations may be
organized under the General Laws of the State of Maryland, including, without
limitation, to conduct and carry on the business of an investment company of
the management type and to invest and reinvest the property and assets of the
corporation in securities, including, without limitation, commercial paper,
certificates of deposit, bankers' acceptances, bonds, notes, debentures, stocks
and certificates of interest or participation and in other property without
limitation or restriction.

The corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations of a
similar character by the General Laws of the State of Maryland now or hereafter
in force, and the enumeration of the foregoing shall not be deemed to exclude
any powers, rights or privileges so granted or conferred.

FOURTH: The post office address of the principal office of the
corporation in the State of Maryland is c/o The Corporation Trust Incorporated,
32 South Street, Baltimore, Maryland 21202. The name and post office address
of the resident agent of the corporation in the State of Maryland are The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.
Said resident agent is a Maryland corporation.

FIFTH: The total number of shares of capital stock which the corporation
shall have authority to issue is one billion

<PAGE> 2

(1,000,000,000) shares of the par value of One Cent ($0.01) per share and of
the aggregate par value of Ten Million Dollars ($10,000,000). Eight hundred
million (800,000,000) shares shall be divided into the following classes of
capital stock, each class comprising the number of shares and having the
designations indicated, subject, however, to the authority to increase and
decrease the number of shares of any class hereinafter granted to the Board of
Directors:

<TABLE>
<CAPTION>
CLASS NUMBER OF SHARES
----- ----------------
<S> <C>
Common Stock Portfolio Capital Stock 100,000,000
Bond Portfolio Capital Stock 100,000,000
Money Market Portfolio Capital Stock 100,000,000
Master Portfolio Capital Stock 500,000,000
</TABLE>

The balance of two hundred million (200,000,000) shares of such stock may
be issued in such classes, or in any new class or classes each comprising such
number of shares and having such designations, such powers, preferences and
rights and such qualifications, limitations and restrictions as shall be fixed
and determined from time to time by resolution or resolutions providing for the
issuance of such stock adopted by the Board of Directors, to whom authority so
to fix and determine the same is hereby expressly granted. In addition, the
Board of Directors is hereby expressly granted authority to increase or
decrease the number of shares of any class, but the number of shares of any
class shall not be decreased by the Board of Directors below the number of
shares thereof then outstanding.

The holder of each share of stock of the corporation shall be entitled to
one vote for each full share, and a fractional vote for each fractional share
of stock, irrespective of the class, then standing in his name on the books of
the corporation. On any matter submitted to a vote of stockholders, all shares
of the corporation then issued and outstanding and entitled to vote shall be
voted in the aggregate and not by class except that (1) when otherwise
expressly required by the Maryland General Corporation Law or the Investment
Company Act of 1940, as amended, shares shall be voted by individual class; (2)
only shares of the respective portfolios are entitled to vote on matters
concerning only that Portfolio; and (3) fundamental policies, as specified in
the by-laws of the corporation, may be

-2-
<PAGE> 3

changed, with respect to any Portfolio, if such change is approved by a
majority (as defined under the Investment Company Act of 1940) of the capital
stock of such Portfolio.

Each class of stock of the corporation shall have the following powers,
preferences or other special rights, and the qualifications, restrictions, and
limitations thereof shall be as follows:

(1) The shares of each class, when issued, will be fully paid and
nonassessable, have no preference, preemptive, conversion, exchange, or similar
rights, except as set forth in (2) below, and will be freely transferable.

(2) The consideration received by the corporation for the sale of capital
stock shall become part of the assets of the Portfolio to which the capital
stock of the class relates. Each share of the capital stock of each class
shall have a pro rata interest in the assets of the Portfolio to which the
capital stock of that class relates and shall have no interest in the assets of
any other Portfolio.

(3) The Board of Directors may from time to time declare and pay dividends
or distributions, in stock or in cash, on any or all classes of stock, the
amount of such dividends and distributions and the payment of them being wholly
in the discretion of the Board of Directors.

(i) Dividends or distributions on shares of any class of Stock shall be
paid only out of earned surplus or other lawfully available assets belonging to
such class.

(ii) Inasmuch as one goal of the corporation is to qualify as a "regulated
investment company" under the Internal Revenue Code of 1954, as amended, or any
successor or comparable statute thereto, and regulations promulgated
thereunder, and inasmuch as the computation of net income and gains for Federal
income tax purposes may vary from the computation thereof on the books of the
corporation, the Board of Directors shall have the power in its discretion to
distribute in any fiscal years as dividends, including dividends designated in
whole or in part as capital gains distributions, amounts sufficient in the
opinion of the Board of Directors, to enable the corporation to qualify as a

-3-
<PAGE> 4

regulated investment company and to avoid liability for the corporation for
Federal income tax in respect of that year. In furtherance, and not in
limitation of the foregoing, in the event that a class of shares has a net
capital loss for a fiscal year, and to the extent that a net capital loss for a
fiscal year offsets net capital gains from one or more of the other classes,
the amount to be deemed available for distribution to the class or classes with
the net capital gain may be reduced by the amount offset.

(4) The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with their
share of the general liabilities of the corporation in proportion to the asset
values of the respective classes. The determination of the Board of Directors
shall be conclusive as to the amount of liabilities or the amount of any
general assets of the corporation, as to whether such liabilities or assets are
allocable to one or more classes, and as to the allocation of such liabilities
or assets to a given class or among several classes.

(5) With the approval of a majority of the stockholders of each of the
affected classes of capital stock, the Board of Directors may transfer the
assets of any Portfolio to any other Portfolio. Upon such a transfer, the
corporation shall issue shares of capital stock representing interests in the
Portfolio to which the assets were transferred in exchange for all shares of
capital stock representing interests in the Portfolio from which the assets
were transferred. Such shares shall be exchanged at their respective net asset
values.

SIXTH: The number of directors of the corporation shall be three (3),
which number may be increased pursuant to the By-laws of the corporation, but
shall never be less than three, and the names of the directors who shall act
until the first annual meeting or until their successors are duly chosen and
qualified are Peter W. Bruce, Michael J. Jones and Merrill C. Lundberg.

SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the corporation and of the
directors and stockholders:

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<PAGE> 5

(1) No holder of shares of stock of any class shall be entitled as a
matter of right to subscribe for or purchase or receive any part of any
treasury shares held by the corporation, or of any new or additional issue of
shares of stock of any class or of securities convertible into shares of stock
of any class of the corporation, whether now or hereafter authorized or whether
issued for money, for a consideration other than money or by way of dividend.

(2) The Board of Directors of the corporation is hereby empowered to
authorize the issuance, from time to time, of shares of its stock of any class,
whether now or hereafter authorized, or securities convertible into shares of
stock of any class or classes, whether now or hereafter authorized. In sales
pursuant to such authorization the corporation shall receive not less than the
net asset value per share determined as provided in the By-laws.

(3) Each holder of shares of capital stock of the corporation shall be
entitled to require the corporation to redeem all or any part of the shares of
capital stock of the corporation standing in the name of such holder on the
books of the corporation, and the corporation shall redeem all shares of such
capital stock tendered to it for redemption at the redemption price of such
shares as in effect from time to time as may be determined by the Board of
Directors of the corporation in accordance with the provisions hereof, subject
to the right of the Board of Directors of the corporation to suspend the right
of redemption of shares of capital stock of the corporation or postpone the
date of payment of such redemption price in accordance with provisions of the
applicable law. The redemption price of shares of capital stock of the
corporation shall be the net asset value thereof as determined by the Board of
Directors of the corporation from time to time in accordance with the
provisions of applicable law, less such redemption fee or other charge, if any,
as may be fixed by resolution of the Board of Directors of the corporation.
Payment of the redemption price shall be made in cash by the corporation at
such time and in such manner as may be determined from time to time by the
Board of Directors of the corporation, except that capital stock of any class
may be redeemed in kind with the assets of the Portfolio to which the class
relates if the Board of Directors deems such action desirable.

-5-
<PAGE> 6

(4) Assets of this corporation may be held or deposited with a bank or
trust company or any other organization as custodian, and the corporation may
employ any agency or instrumentality, incorporated or unincorporated, to render
management services of any nature with respect to the conduct of the business
of the corporation, and to manage and direct the business and activities of the
corporation to such extent as the Board of Directors may determine from time to
time, whether or not the procedure involves delegation of functions usually or
customarily performed by the Board of Directors or officers of the corporation.

(5) The original By-laws of the corporation shall be adopted by the
initial directors named herein. Thereafter the Board of Directors shall have
the power to make, alter or repeal By-laws, subject, however, to the power
vested in and reserved to the stockholders to modify or rescind any such action
by affirmative vote of the holders of a majority of the outstanding stock of
the corporation.

(6) The corporation reserves the right from time to time to make any
amendment of its charter, now or hereafter authorized by law, including any
amendment which alters the contract rights, as expressly set forth in its
charter, of any outstanding stock.

(7) The use of the name and mark "Northwestern Mutual Life" by the
corporation is subject to the consent of The Northwestern Mutual Life Insurance
Company heretofore granted to the incorporator of the corporation.

EIGHTH: The duration of the corporation shall be perpetual.

IN WITNESS WHEREOF, I have signed these Articles of Incorporation on
December 15, 1983.

MERRILL C. LUNDBERG
-----------------------
Incorporator

-6-
<PAGE> 7
STATE OF WISCONSIN )
) SS
COUNTY OF MILWAUKEE )

I hereby certify that on December 15, 1983, before me, the subscriber, a
notary public of the State of Wisconsin in and for the County of Milwaukee,
personally appeared Merrill C. Lundberg and acknowledged the foregoing Articles
of Incorporation to be his act.

Witness my hand and seal, the day and year last above written.

CAROLYN ANDERSON
----------------------
Notary Public

My Commission:

Expires 9/29/95

-7-

<PAGE> 1
EXHIBIT 99.B1(a)

NORTHWESTERN MUTUAL VARIABLE LIFE SERIES FUND, INC.

ARTICLES OF AMENDMENT

Northwestern Mutual Variable Life Series Fund, Inc., a Maryland
corporation having its principal office in Baltimore City, Maryland (the
"Corporation"), hereby certifies to the State Department of Assessment and
Taxation of Maryland that:

First: The articles of incorporation of the Corporation are hereby
amended by striking out Article SECOND and inserting in lieu thereof the
following:

SECOND: The name of the corporation is Northwestern
Mutual Series Fund, Inc.

Second: The board of directors of the Corporation, at a meeting duly
convened and held on February 3, 1994, adopted a resolution in which was set
forth the foregoing amendment of the articles of incorporation, declaring that
the said amendment of the articles of incorporation was advisable and directing
that it be submitted for action thereon at the special meeting of the
stockholders of the Corporation to be held on April 27, 1994.

Third: Notice setting forth the said amendment of the articles of
incorporation and stating that the purpose of the meeting of the stockholders
would be to take action thereon, was given as required by law, to all
stockholders of the Corporation, all stockholders of the Corporation being
entitled to vote thereon. The amendment of the articles of incorporation of
the Corporation as hereinabove set forth was approved by the stockholders of
the Corporation at said meeting by the affirmative vote of two-thirds of all
the votes entitled to be cast thereon.

Fourth: The amendment of the articles of incorporation of the Corporation
as hereinabove set forth has been duly advised by the board of directors and
approved by the stockholders of the Corporation.

Fifth: The articles of amendment shall become effective on the 29th day
of April, 1994.

IN WITNESS WHEREOF, Northwestern Mutual Variable Life Series Fund, Inc.
has caused these presents to be signed in its name and on its behalf by its
vice president and its corporate seal to be hereunder affixed and attested by
its secretary on April 27, 1994.

Attest: NORTHWESTERN MUTUAL VARIABLE LIFE
SERIES FUND, INC.

MERRILL C. LUNDBERG MARK G. DOLL
- ------------------------------ ----------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, Vice President

[Corporate Seal]

<PAGE> 2
STATE OF WISCONSIN )
) ss.
COUNTY OF MILWAUKEE )

I hereby certify that on April 27, 1994, before me the subscriber, a
notary public of the State of Wisconsin in and for the County of Milwaukee,
personally appeared Mark G. Doll, Vice President of Northwestern Mutual
Variable Life Series Fund, Inc., a Maryland corporation, and in the name and on
behalf of said Corporation acknowledged the foregoing Articles of Amendment to
be the corporate act of said Corporation and further made oath in due form of
law that the matters and facts set forth in said Articles of Amendment with
respect to the approval thereof are true to the best of his knowledge,
information and belief.

WITNESS my hand and notarial seal, the day and year last above written.

[Seal] SARA HOLM
--------------------------------------
Notary Public, State of Wisconsin

My commission 1/5/95 .
-------------------

<PAGE> 1
EXHIBIT 99.B2

BY-LAWS
OF
NORTHWESTERN MUTUAL SERIES FUND, INC.

ARTICLE I: STOCKHOLDERS.

1.01 Place of Meetings.

All meetings of the stockholders shall be held at such place, either
within or without the State of Maryland, as is fixed by the Board of Directors
and stated in the notice of meeting.

1.02. Stockholders Meetings.

Meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute may be called by the President or the Board of
Directors or by the Secretary on the written request of the holders of not less
than 25% of all shares of the corporation entitled to vote at the meeting.

1.03. Notice of the Stockholders Meetings.

Notice of each stockholders meeting stating the time and place of the
meeting and the purpose or purposes for which the meeting is called shall be
given in the form and manner required or permitted by law to each stockholder
of record not less than 10 nor more than 90 days prior to the date of the
meeting.

1.04. Quorum.

Except as otherwise expressly required by law or the Articles of
Incorporation, at any meeting of the stockholders, the presence in person or by
proxy of stockholders entitled to cast a majority of all the votes entitled to
be cast thereat shall constitute a quorum, but a lesser interest may adjourn
any meeting from time to time and the meeting may be held as adjourned without
further notice. When a quorum is present at any meeting a majority of the
votes cast thereat shall decide any question brought before such meeting unless
the question is one upon which by express provision of law or the Articles of
Incorporation a larger or different vote is required, in which case such
express provision shall govern.

1.05. Proxies and Voting.

Stockholders of record may vote at any meeting either in person or by
proxy in writing dated not more than eleven months before the date of exercise,
which shall be filed with the secretary of the meeting before being voted.
Each stockholder shall be entitled to one vote for each share of stock held,
and to a fraction of a vote equal to any fractional share held, by him. The
Board of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency of proxies.

<PAGE> 2
-2-

ARTICLE II: BOARD OF DIRECTORS.

2.01. General Powers and Number.

The business and affairs of the corporation shall be managed by its Board
of Directors. The number of directors of the corporation shall be five.

2.02. Tenure and Qualifications.

Each director shall hold office until the next meeting of stockholders and
until his successor shall have been elected and qualified or until his prior
death, resignation or removal. A director may be removed from office with or
without cause by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
stockholders called for that purpose. A director may resign at any time by
filing a written resignation with the Secretary of the corporation. Directors
need not be residents of the State of Maryland or stockholders of the
corporation.

2.03. Retirement Policy.

Effective on the date of the annual meeting of stockholders to be held in
March, 1985 and each year thereafter a director who has attained age 70 on or
before the second Wednesday in March shall be ineligible to be a candidate for
another term. The foregoing eligibility requirement shall also be applicable
in the case of a candidate who has not previously served as a director.

2.04. Regular Meetings.

A regular meeting of the Board of Directors shall be held without other
notice than this By-law at 2:00 p.m. on the second Wednesday in March each
year. The place of such regular meeting shall be the same as the place of the
last previous regular meeting of the Board of Directors or such other suitable
place as may be announced at such preceding regular meeting of the Board of
Directors. The Board of Directors may provide, by resolution, the time and
place either within or without the State of Maryland for the holding of
additional regular meetings without other notice than such resolution.

2.05. Special Meetings.

Special meetings of the Board of Directors may be called by or at the
request of the President or a majority of the members of the Board of Directors
of the corporation upon 48 hours written notice. The call for such special
meeting may fix any place, either within or without the State of Maryland, as
the place for holding any special meeting of the Board of Directors.

<PAGE> 3
-3-

2.06. Vacancies.

Any vacancies occurring in the Board of Directors, including a vacancy
created by the increase in the number of directors, may be filled until the
next succeeding annual election by the affirmative vote of a majority of the
directors then in office, whether or not sufficient to constitute a quorum of
the Board of Directors; provided, that in case a vacancy created by a removal
of a director by vote of the stockholders, the stockholders shall have the
right to fill such vacancy at the same meeting or any adjournment thereof.

2.07. Quorum.

A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business, provided, however, that where the
Investment Company Act of 1940 requires a different quorum to transact business
of a specific nature, the number of directors so required shall constitute a
quorum for the transaction of such business. A lesser number may adjourn a
meeting from time to time and the meeting may be held without further notice.
When a quorum is present at any meeting a majority of the members present
thereat shall decide any question brought before such meeting except as
otherwise expressly required by law, the Articles of Incorporation or these
By-laws.

ARTICLE III:WAIVER OF NOTICE AND UNANIMOUS CONSENT WITHOUT MEETING.

3.01. Waiver of Notice.

Whenever any notice is required to be given to any stockholder or director
of the corporation under the Articles of Incorporation or By-laws or any
provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the stockholder or director entitled
to such notice, shall be deemed equivalent to the giving of such notice.

3.02. Unanimous Consent Without Meeting.

Any action required or permitted by the Articles of Incorporation or
By-laws or any provision of law, to be taken at a meeting of the stockholders
or at a meeting of the Board of Directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the stockholders, or all of the directors, as the case may be, entitled to
vote with respect to the subject matter thereof. The consent may be signed in
several counterparts.

<PAGE> 4
-4-

ARTICLE IV: OFFICERS.

4.01. Principal Officers of the Corporation.

The principal officers of the corporation shall be a President, one or
more Vice Presidents as may be designated by the Board of Directors, a
Secretary, a Treasurer and a Comptroller, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any
two or more offices may be held by the same person, except the offices of
President and Secretary, and the offices of President and Vice President.

4.02. Term of Office.

Upon election, each officer shall hold office until his successor shall
have been duly elected or until his prior death, resignation or removal. Any
officer may be removed by the affirmative vote of the majority of the Board of
Directors.

4.03. Vacancies.

A vacancy in any principal office shall be filled by the Board of
Directors for the unexpired portion of the term.

4.04. Duties.

The duties of the respective officers shall be such as usually pertain to
their offices and such other duties as may be prescribed by the Board of
Directors. In addition, the President, when present, shall preside at all
meetings of the stockholders and Board of Directors. In the absence of the
President, or inability to act, the Vice President (or in the event that there
be more than one Vice President, the Vice President designated by the President
or the Board of Directors) shall perform the duties of the President. In the
absence of the Secretary or Treasurer, or the inability of such officers to
act, such Assistant Secretaries or Assistant Treasurers, as the Board of
Directors may, from time to time, appoint, may perform the duties of the
Secretary or Treasurer, respectively.

4.05. Power to Act.

The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute or deliver any instrument in the
name of and on behalf of the corporation, and such authorization may be general
or confined to specific instances. All contracts, documents, deeds, mortgages
and instruments of assignment or pledge made by the corporation, other than
such as are authorized as permitted by the first sentence of this Section 4.05,
shall be executed in the name of the corporation by the President or one of the

<PAGE> 5
-5-

Vice Presidents and by the Secretary or an Assistant Secretary; the Secretary
or an Assistant Secretary, when necessary or required, shall affix the
corporate seal thereto; and when so executed no other party to such instrument
or any third party shall be required to make any inquiry into the authority of
the signing officer or officers. Unless otherwise ordered by the Board of
Directors, the President or any Vice President, the Treasurer or any Assistant
Treasurer, shall have full power and authority to attend and act and vote at
any meeting of stockholders of any corporation in which the corporation may
hold stock, and at such meeting may exercise any and all the rights and powers
incident to the ownership of such stock. The President or any Vice President
of the corporation may execute proxies to vote shares of stock of other
corporations standing in the name of the corporation.

4.06. Signatures for Negotiable Instruments.

Checks, drafts, and other negotiable instruments for the disbursement of
corporation funds may be signed by the President, a Vice President elected by
the Board, the Comptroller or an Assistant Comptroller and by the Treasurer or
an Assistant Treasurer. In addition to the foregoing, other persons may sign
instruments for the disbursement of corporation funds under written
authorization signed by the President or a Vice President elected by the Board,
and by the Treasurer or an Assistant Treasurer. The signature of one of the
persons signing checks, drafts and negotiable instruments may be by facsimile,
with such facsimile signature continuing valid and effective even though such
person, by death, resignation, change of office or otherwise, no longer has
authority to sign such instruments.

ARTICLE V: CERTIFICATES FOR SHARES AND THEIR TRANSFER.

5.01. Certificates for Shares.

Each stockholder shall be entitled to request a certificate or
certificates evidencing the capital stock of the corporation owned by him, in
such form as shall, in conformity to law, be prescribed from time to time by
the Board of Directors. Such certificates shall be signed by the President, or
a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary.

5.02. Facsimile Signatures and Seal.

The seal of the corporation on any certificate for shares may be a
facsimile. If such certificates are countersigned by a transfer agent or
registrar other than the corporation or an employee of the corporation, the
signatures of the aforementioned officers upon such certificates may be
facsimile.

<PAGE> 6
-6-

5.03. Signature by Former Officer.

In case any officer who has signed, or whose facsimile signature has been
used on, any such certificate shall cease to be such officer of the
corporation, before such certificate has been delivered by the corporation,
such certificate shall nevertheless be valid and may be issued and delivered as
though the person who signed such certificate or whose facsimile signature has
been used thereon had not ceased to be such officer of the corporation.

5.04. Lost, Destroyed or Stolen Certificates.

The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed upon such terms and
conditions as the Board of Directors may prescribe.

5.05. Open Accounts in Lieu of Certificates.

The corporation shall, for any holder of stock who has not requested
issuance of a certificate, maintain or cause to be maintained a stockholder
open account in which shall be recorded such stockholder's ownership of stock
and all changes therein, and certificates need not be issued for shares so
recorded in a stockholder open account unless and until requested by the
stockholder.

5.06. Transfer of Stock.

Transfers of stock for which certificates have been issued will be made
only upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, whereupon the corporation will
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction on its books. Transfers of stock
evidenced by open account authorized by Section 5.05 will be made upon delivery
to the corporation or the transfer agent of the corporation of instructions for
transfer or evidence of assignment or succession, in each case executed in such
manner and with such supporting evidence as the corporation or transfer agent
may reasonably require.

5.07. Record Dates.

The Board of Directors may fix in advance a date, not less than 10 nor
more than 90 days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when they are entitled to exercise any rights with respect to any
change or conversion or exchange of capital stock or a date in connection with
obtaining any consent or for any other

<PAGE> 7
-7-

lawful purpose, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders and only such stockholders as shall be stockholders of
record as of the close of business on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting, and any adjournment thereof, or
to receive payment of such dividend, or to receive such allotment of rights, or
to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

5.08. Registered Ownership.

The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as the stockholder of record and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Maryland. The original or
duplicate stock ledger shall be maintained at 720 East Wisconsin Avenue,
Milwaukee, Wisconsin.

5.09. Stock Regulations.

The Board of Directors shall have the authority to make rules and
regulations concerning the issue, transfer and registration of certificates
representing shares of the corporation.

5.10. Fractional Shares.

Holders of fractional shares shall, except as may otherwise be provided
herein or as may otherwise be provided by the Board of Directors from time to
time, have proportional stockholder rights, including the right to vote,
receive dividends and participate in any of the assets of the corporation in
the event of liquidation.

ARTICLE VI. PURCHASES AND REDEMPTION OF SHARES.

6.01. Purchase by Agreement.

The corporation may at any time purchase shares of its capital stock in
the open market or at private sale, or otherwise, at any price not exceeding
the net asset value (as defined in Section 7.01) last determined preceding the
time when the purchase or contract to purchase is made.

<PAGE> 8

-8-

6.02. Redemption.

Except as provided in Section 6.03, the corporation shall redeem such
shares as are offered by any stockholder for redemption, upon the presentation
of a written request therefor, duly executed by the record owner, to the office
or agency designated by the corporation. If the stockholder has received stock
certificates, the request must be accompanied by the certificates, duly
endorsed for transfer, in acceptable form; and the corporation will pay
therefor the net asset value of the shares next computed after the request, in
acceptable form, is so presented. Except as provided in Section 6.03, the
redemption price shall ordinarily be paid in cash or by check on current funds
and shall be paid on or before the seventh day following the day on which the
shares are properly tendered for redemption.

6.03. Suspension or Postponement.

The right to redeem such shares may be suspended, or payment of the
redemption value postponed, until seven days after the end of any period during
which the New York Stock Exchange is closed or trading thereon is restricted,
or any period during which an emergency exists, or as otherwise permitted by
the Investment Company Act of 1940.

6.04 Available Funds.

Redemption is conditional upon the corporation having funds or property
legally available therefor.

6.05. Status of Selling Stockholder.

From and after the close of business on the day when the shares are
properly tendered for redemption the owner shall, with respect to such shares,
cease to be a stockholder of the corporation and shall have only the right to
receive the redemption price, in accordance with the provisions hereof.

ARTICLE VII. NET ASSET VALUE

7.01.Determination.

The net asset value of the corporation shall be determined in the
following manner:

(a) Portfolio securities shall be valued pursuant to Section 7.02.
Assets of each Portfolio of the corporation other than securities, including
cash, interest income, prepaid and accrued items and dividends receivable,
shall be appraised or estimated to the date of calculation in such manner as
shall be deemed by the Board of Directors to reflect their fair value.

(b) From the total value of the assets of a Portfolio of the corporation
as so determined shall be deducted any liabilities of the Portfolio to the date
of calculation, including taxes, investment advisory fees,

<PAGE> 9
-9-

brokerage fees, and such other expenses, liabilities and proper reserves, if
any, of the Portfolio as may be determined in good faith by the Board of
Directors to be properly accrued, including reserves for contingencies and
taxes on unrealized appreciation of the corporation's assets.

(c) The resulting amount shall represent the net asset value of the
Portfolio's assets and shall be divided by the number of shares of the
corporation then outstanding (whether or not certificates therefor have been
issued), exclusive of any shares of the Portfolio held in its treasury, and
adjusted to the nearest $.001 ($.01 in the case of the Money Market Portfolio)
to determine the net asset value per share. The net asset value of each
Portfolio's assets and shares as so determined shall be final and conclusive.

(d) Changes in holdings of each Portfolio's securities shall be reflected
no later than in the first calculation on the first business day following the
trade date. Changes in the number of outstanding shares of each Portfolio
resulting from distributions, repurchases, and redemptions shall be reflected
no later than in the first calculation on the first business day following such
change.

(e) Notwithstanding anything in the foregoing to the contrary, in
calculating net asset value, expenses (including investment advisory fees) and
interest income and other income need not be reflected if cumulatively, when
netted, they do not amount to as much as $.001 ($.005 in the case of the Money
Market Portfolio) per outstanding share.

(f) Notwithstanding anything in the foregoing to the contrary, any interim
determination of net asset value between calculations made as of the close of
the New York Stock Exchange on the preceding business day and the current
business day may be estimated so as to reflect any change in current net asset
value since the closing calculation on the preceding business day.

(g) Notwithstanding anything in the foregoing to the contrary, the
corporation will use its best efforts to maintain a constant net asset value
per share of the Money Market Portfolio capital stock of $1.00 (rounded to the
nearest $.01). The corporation will attempt to maintain a constant net asset
value per share in order to prevent any unfair dilution of the shares of the
Portfolio resulting from the Portfolio's use of the amortization method of
valuing certain securities.

(h) In the event the net asset value per share of the Money Market
Portfolio capital stock should deviate from $1.00 by $.005 or more, the Board
of Directors shall take whatever action it deems advisable to maintain a
constant net asset value per share of $1.00, including reducing or suspending
the payment of

<PAGE> 10
-10-

dividends or supplementing such dividends with other distributions and selling
the Portfolio's securities prior to maturity to realize capital gains or losses
or to shorten the average maturity of the Portfolio's investments.

7.02. Valuation of Assets.

Portfolio securities shall be valued in the following manner:

(a) Portfolio securities for which market quotations are readily available
will be valued at current market value. Equity securities listed on a stock
exchange and all call options will be valued at the closing sales price on the
stock or options exchange or, if there has been no such sale, at the closing
bid price; stock index futures contracts and interest rate futures contracts
will be valued at the closing settlement price on the commodities exchange;
unlisted equity securities will be valued at the closing bid price on the
over-the-counter market.

(b) Debt securities with maturities generally exceeding one year will be
valued on the basis of valuation for normal institutional size trading units
for debt securities, without regard to exchange or over-the-counter prices,
unless the Board of Directors determines that in the case of a particular
security some other value is fair.

(c) Unlisted debt securities with maturities exceeding sixty days but
generally not exceeding one year will be valued by marking to market.

(d) Securities with a remaining maturity of 60 days or less will be valued
on an amortized cost basis, or if the current market value differs
substantially from the amortized cost, by marking to market.

(e) Notwithstanding anything in the foregoing to the contrary, money
market and other debt securities of the Money Market Portfolio will be valued
on the amortized cost basis unless the current market value differs
substantially from the amortized cost.

(f) All other assets, including any securities for which market quotations
are not readily available, will be valued at their fair value as determined in
good faith by the Board of Directors.

(g) In case such valuation shall be determined as of a time other than the
close of unrestricted trading on a stock exchange, the value of listed
securities may be computed by applying to the net asset value as at the close
of the exchange on the preceding day, computed as provided above, such
adjustments as are authorized by or pursuant to the direction of the Board of
Directors and designed reasonably to reflect any material changes in the market
value of securities owned by and any other material changes in the assets or

<PAGE> 11
-11-

liabilities of the Portfolio or in the number of its outstanding shares which
shall have taken place since the close of business on such preceding business
day.

7.03. Time of Valuations.

Valuation of each Portfolio's assets for the purpose of determining the
net asset value shall be as of the time of close of trading on the New York
Stock Exchange. The net asset value applicable to sales and redemption of each
Portfolio's shares shall be the net asset value next computed after receipt of
an order to purchase or tender for redemption, of each Portfolio's shares.

ARTICLE VIII: INVESTMENT OBJECTIVES AND RESTRICTIONS.
8.01. Objectives of the Index 500 Stock Portfolio.

The investment objective of the Index 500 Stock Portfolio shall be to
achieve long-term appreciation of capital by selecting investments which can
reasonably be expected to share in the growth of the Nation's economy over an
extended period. The assets of the Portfolio will be invested primarily in
common stocks and other equity securities such as preferred stocks and debt
securities with conversion privileges or warrants. From time to time assets
may be invested in investment grade debt securities and short-term commercial
paper and United States Treasury obligations or temporarily held uninvested for
such periods as may appear to be prudent.
8.02. Objectives of the Select Bond Portfolio.

The primary investment objective of the Select Bond Portfolio shall be to
realize as high a level of long-term total rate of return as is consistent with
prudent investment risk. The total rate of return consists of current income
including interest and discount accruals and capital appreciation. An
additional objective shall be to seek preservation of stockholders' capital.
The assets of the Portfolio shall be invested in bonds and other debt
securities with maturities generally exceeding one year including:

(a) publicly offered straight debt securities having a rating within the
four highest grades as determined by Moody's Investors Service, Inc. (Aaa, Aa,
A or Baa) or Standard & Poor's Corporation (AAA, AA, A or BBB);

(b) obligations of or guaranteed by the United States Government or its
agencies;

(c) obligations (payable in U.S. dollars) of or guaranteed by the
Government of Canada or of a Province of Canada or any instrumentality or
political subdivision thereof, provided such obligations have a rating within
the three highest grades as determined by Moody's Investors Service, Inc. or
Standard & Poor's Corporation and do not exceed 10% of the Portfolio's total
assets;

<PAGE> 12
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(d) publicly offered straight debt securities issued or guaranteed by a
national or state bank or bank holding company (as defined in the Federal Bank
Holding Company Act, as amended) having a rating within the two highest grades
as determined by Fitch's Investor's Service, Inc. (AAA or AA), and certificates
of deposit of such banks;

(e) commercial paper having a rating within the two highest investment
grades, as determined by Moody's Investors Service, Inc. (P-1 or P-2) or
Standard & Poor's Corporation (A-1 or A-2);

(f) straight debt securities acquired directly from the issuers in private
placement transactions, which securities in the judgment of the Board of
Directors, are of investment quality comparable to publicly offered straight
debt securities rated Baa by Moody's Investors Service, Inc. or BBB by Standard
& Poor's Corporation or better;

(g) cash or cash equivalents; and

(h) debt securities not described above, including securities acquired
directly from issuers in private placement transactions, provided such debt
securities do not exceed 10% of the Portfolio's total assets.

8.03. Objectives of the Money Market Portfolio.

The investment objective of the Money Market Portfolio shall be to realize
maximum current income to the extent consistent with liquidity and stability of
capital. The assets of the Portfolio shall be invested in money market
instruments and other debt securities with maturities generally not exceeding
one year including:

(a) U.S. Treasury Bills and other obligations of or guaranteed by the U.S.
Government or its agencies;

(b) obligations of or guaranteed by the Government of Canada or of a
Province of Canada or any instrumentality or political subdivision thereof,
provided such obligations do not exceed 10% of the Portfolio's total assets;

(c) obligations (including certificates of deposit, time deposits or
bankers' acceptances) of U.S. or Canadian chartered banks having total assets
in excess of $1,000,000,000, U.S. branches of foreign banks where said foreign
banks have assets in excess if $10,000,000,000 and U.S. savings and loan
associations having total assets in excess of $1,000,000 and Eurodollar
certificates of deposit issued by foreign branches of U.S. banks where said
U.S. banks have total assets in excess of $1,000,000,000;

(d) commercial paper, including variable amount master notes, having a
rating at the time of purchase within the two highest grades as determined by
Moody's Investors Service, Inc. (P-1 or P-2) or

<PAGE> 13
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Standard & Poor's Corporation (A-1 or A-2), or commercial paper or notes issued
by companies with an unsecured debt issue outstanding having a rating at the
time of purchase within the three highest grades as determined by Moody's
Investors Service, Inc. (Aaa, Aa or A) or Standard & Poor's Corporation (AAA,
AA or A); and

(e) publicly traded bonds, debentures and notes having a rating within the
four highest grades as determined by Moody's Investors Service, Inc. (Aaa, Aa,
A or Baa) or Standard & Poor's Corporation (AAA, AA, A or BBB).

8.04. Objectives of the Balanced Portfolio.

The investment objective of the Balanced Portfolio shall be to realize as
high a level of long-term total rate of return as is consistent with prudent
investment risk. The total rate of return consists of current income including
dividends, interest and discount accruals and long-term capital appreciation.
The assets of the Portfolio shall be invested in the following three market
sectors;

(a) Common stock and other equity securities such as preferred stocks and
debt securities with conversion privileges or warrants;

(b) Bonds and other debt securities with maturities generally exceeding
one year including;

(1) publicly offered straight debt securities having a rating
within the four highest grades as determined by Moody's Investors
Service, Inc. (Aaa, Aa, A or Baa) or Standard & Poor's Corporation (AAA,
AA, A or BBB);

(2) obligations of or guaranteed by the United States Government or
its agencies;

(3) obligations (payable in U.S. dollars) of or guaranteed by the
Government of Canada or of a Province of Canada or any instrumentality or
political subdivision thereof, provided such obligations have a rating
within the three highest grades as determined by Moody's Investors
Service, Inc. or Standard & Poor's Corporation and do not exceed 10% of
the Portfolio's total assets;

(4) publicly offered straight debt securities issued or guaranteed
by a national or state bank or bank holding company as defined in the
Federal Bank Holding Company Act, as amended) having a rating within the
two highest grades as determined by Fitch's Investor's Service, Inc. (AAA
or AA), and certificates of deposit of such banks;

(5) commercial paper having a rating within the two highest
investment grades, as determined by Moody's Investors Service, Inc. (P-1
or P-2) and Standard & Poor's Corporation (A-1 or A-2);

<PAGE> 14
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(6) straight debt securities acquired directly from the issuers in
private placement transactions, which securities in the judgment of the
Board of Directors, are of investment quality comparable to publicly
offered straight debt securities rated Baa by Moody's Investors Service,
Inc. or BBB by Standard & Poor's Corporation or better;

(7) cash or cash equivalent; and

(8) debt securities not described above, including securities
acquired directly from issuers in private placement transactions,
provided such debt securities do not exceed 10% of the Portfolio's total
assets.

(1) U.S. Treasury Bills and other obligations of or guaranteed by
the U.S. Government or its agencies;

(2) obligations of or guaranteed by the Government of Canada or of
a Province of Canada or any instrumentality or political subdivision
thereof, provided such obligations do not exceed 10% of the Portfolio's
total assets;

(3) obligations (including certificates of deposit, time deposits
or banker's acceptances) of U.S. or Canadian chartered banks having total
assets in excess of $1,000,000,000, U.S. branches of foreign banks where
said foreign banks have assets in excess of $10,000,000,000 and U.S.
savings and loan associations having total assets in excess of $1,000,000
and Eurodollar certificates of deposit issued by foreign branches of U.S.
banks where said U.S. banks have total assets in excess of
$1,000,000,000;

(4) commercial paper, including variable amount master notes,
having a rating at the time of purchase within the two highest grades as
determined by Moody's Investors Service, Inc. (P-1 or P-2) or Standard &
Poor's Corporation (A-1 or A-2), or commercial paper or notes issued by
companies with an unsecured debt issue outstanding having a rating at the
time of purchase within the three highest grades as determined by Moody's
Investors Service, Inc. (Aaa, Aa or A) or Standard & Poor's Corporation
(AAA, AA or A).

<PAGE> 15
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8.05. Objectives of the Aggressive Growth Stock Portfolio

The investment objective of the Aggressive Growth Stock Portfolio shall be
to achieve long-term appreciation of capital primarily by investing in the
common stocks of companies which can reasonably be expected to increase their
sales and earnings at a pace which will exceed the growth rate of the nation's
economy over an extended period. The assets of the Portfolio will be invested
primarily in common stocks and other equity securities such as preferred stocks
and debt securities with conversion privileges or warrants. From time to time
assets may be invested in investment grade debt securities and short-term
commercial paper and United States Treasury obligations or temporarily held
uninvested for such periods as may appear to be prudent.

8.06. Objectives of the International Equity Portfolio

The investment objective of the International Equity Portfolio shall be to
achieve long-term capital growth through a flexible policy of investing in
stocks and debt obligations of companies and governments outside the United
States. At least 65% of the assets of the Portfolio will be invested in
securities of issuers in at least three countries outside the United States.
Any income realized will be incidental. Although the Portfolio will generally
invest in common stocks, it may also invest in preferred stocks and certain
debt securities such as convertible bonds which are rated in any category by
Moody's Investors Service, Inc. or Standard & Poor's Corporation or which are
unrated by any rating agency. For temporary defensive purposes, the Portfolio
may invest without limit in commercial paper, certificates of deposit, bank
time deposits in the currency of any nation, bankers acceptances, U.S.
Government securities, corporate debt obligations, and repurchase agreements
with respect to these securities. The Portfolio may purchase and sell
financial futures contracts, stock index futures contracts, and foreign
currency futures contracts for hedging purposes only and not for speculation.
It may engage in such transactions only if the total contract value of the
futures contracts does not exceed 20% of the Portfolio's total assets.

8.07 Objectives of the High Yield Bond Portfolio

The investment objective of the High Yield Bond Portfolio shall be to
achieve high current income and capital appreciation primarily by investing in
a diversified selection of fixed income securities rated Ba1 or lower by
Moody's Investors Service, Inc. or BB+ or lower by Standard and Poor's
Corporation. The Portfolio may also invest in unrated securities. In addition
to notes and bonds, the Portfolio may invest in preferred stocks and
convertible securities, including warrants or other equity securities issued as
part of a fixed income offering. The Portfolio may purchase put and call
options, on individual securities as well as indexes, and may write

<PAGE> 16
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covered call and secured put options. The Portfolio may invest available
temporary cash in short-term obligations, including those in which the Money
Market Portfolio may invest. The Portfolio may invest more substantially in
such short-term obligations or in investment grade securities for such periods
as may appear to be prudent. The Portfolio may invest in foreign securities
consistent with its investment objective. Such investments may be in United
States currency denominated debt issues or in debt securities denominated in
the currency of other nations. The Portfolio may attempt to hedge its foreign
exchange exposure by engaging in foreign currency futures contracts.

8.08 Objectives of the Growth Stock Portfolio

The investment objective of the Growth Stock Portfolio shall be to achieve
long-term growth of capital. The Portfolio shall seek to achieve this
objective by investing in companies which have above average earnings growth
potential. The Growth Stock Portfolio shall invest primarily in common stocks
of well-established companies. The Growth Stock Portfolio may also invest in
any of the securities in which the Growth and Income Stock Portfolio or the
Aggressive Growth Stock Portfolio may invest, including, but not limited to,
preferred stock, convertible bonds, short-term commercial paper and covered
call options.

8.09 Objectives of the Growth and Income Stock Portfolio

The investment objectives of the Growth and Income Stock Portfolio shall
be long-term growth of capital and income, consistent with reasonable
investment risk. The Portfolio may invest in dividend-paying common stock as
well as other equity securities, consisting of, among other things,
nondividend-paying common stock, preferred stock, and securities convertible
into common stock, such as convertible preferred stock and convertible bonds,
and warrants. The Portfolio may also invest in American Depository Receipts
(ADRs). The Portfolio may also enter into firm commitment agreements, purchase
securities on a "when-issued" basis, and invest in foreign securities if they
are U.S. exchange-listed. The Portfolio may also invest in money market
instruments, including U.S. Government securities, short term bank obligations
that are rated in the highest two rating categories by Moody's Investors
Service, Inc. or Standard & Poor's Corporation, or, if unrated, are determined
to be of equal quality by the manager of the Portfolio, certificates of
deposit, time deposits and banker's acceptances issued by U.S. and foreign
banks and savings and loan institutions with assets of at least $500 million as
of the end of their most recent fiscal year; and commercial paper and corporate
obligations, including variable rate demand notes, that are issued by U.S. and
foreign issuers and that are rated in the highest two rating categories by
Moody's Investors Service, Inc. or Standard & Poor's Corporation, or if
unrated, are

<PAGE> 17
-17-

determined to be of equal quality by the manager of the Portfolio. The
Portfolio shall invest in such money market instruments only to invest
temporary cash balances, to maintain liquidity to meet redemptions or expenses
or as a temporary defensive measure. Convertible bonds and other fixed income
securities (other than money market instruments) in which the Portfolio may
invest shall, at the time of investment, be rated Baa or better by Moody's
Investors Service, Inc. or BBB or better by Standard & Poor's Corporation or,
if not so rated, shall be of comparable quality as determined by the manager of
the Portfolio. In pursuing its investment objective, the Portfolio may also
engage in the purchase and writing of put and call options on securities and
stock indexes and may purchase or sell stock index futures contracts and
options thereon.

8.10. Restrictions.

Each Portfolio shall not:

(a) Acquire more than 25% of any class of equity securities of any one
issuer or, with respect to at least 75% of the value of the total assets of the
Portfolio, invest more than 5% of the value of such assets in the securities of
any one issuer (except securities issued or guaranteed by the U.S. Government
or its agencies), or invest in more than 10% of the outstanding voting
securities of any one issuer.

(b) Invest for the purpose of influencing management or exercising
control, but freedom of action is reserved with respect to exercise of voting
rights in respect of securities in the Portfolio.

(c) Purchase any security on margin, but each Portfolio may obtain such
short-term credits as are necessary for the clearance of purchases and sales of
securities.

(d) Make short sales of securities.

(e) Purchase the securities of any other investment company, except in
open-market transactions involving no commission or profit to a dealer (other
than the customary broker's commission) or in connection with mergers,
consolidations or acquisitions of assets, in amounts not exceeding 10% of the
total assets of the Portfolio.

(f) Act as a securities underwriter for other issuers, but the Portfolio
may purchase securities under circumstances where, if the securities are later
publicly offered or sold by the corporation, it might be deemed to be an
underwriter for purposes of the Securities Act of 1933.

(g) Purchase or sell real estate. However, the Portfolio may invest in
securities issued by companies, including real estate investment trusts, which
invest in real estate or interests therein.

<PAGE> 18
-18-

(h) Invest in commodities or commodity contracts, except stock index
futures contracts, including indexes on specific industries, interest rate
futures contracts, and foreign currency futures contracts as provided for in
paragraph (k).

(i) Invest more than 15% of the value of the total assets of the Portfolio
in securities which are restricted as to disposition under federal securities
laws and in other illiquid assets.

(j) Invest more than 25% of the value of the total assets of the Portfolio
in any one industry, except for investments of the Money Market and Balanced
Portfolios in U.S. Treasury Bills, other obligations of or guaranteed by the
U.S. Government or its agencies, certificates of deposit or bankers'
acceptances.

(k) Issue senior securities or borrow money except for short-term credits
as may be necessary for the clearing of transactions and except for temporary
purposes to the extent of 5% of the total assets of a Portfolio. A Portfolio
may enter into reverse repurchase agreements. Amounts borrowed for temporary
purposes and amounts subject to reverse repurchase agreements are subject to a
300% asset coverage requirement. If such amounts in the aggregate exceed this
asset coverage requirement, a Portfolio shall be required within three days to
reduce such amounts to meet the requirement. Each of the Portfolios (except
the Select Bond Portfolio, Money Market Portfolio, and High Yield Bond
Portfolio) may enter into stock index futures contracts, including indexes on
specific industries. The Select Bond, International Equity, Balanced, and High
Yield Bond Portfolios may enter into interest rate futures contracts. The
International Equity Portfolio and High Yield Bond Portfolio may also buy and
sell foreign currency futures contracts. In all cases, the futures contracts
must be purchased or sold solely as a hedge against changes in the values of
securities held in or to be purchased for the Portfolio. Immediately after
entering into any futures contract, the aggregate market value of all open
futures positions shall be no more than one-third of the value of the
Portfolio's total assets and the sum of the initial margin deposits on all open
futures positions (other than an offsetting transaction) shall not exceed 5% of
the value of the Portfolio's total assets.

(l) Make loans aggregating more than 10% of the total assets of the
Portfolio at any one time, provided that neither the purchase of a portion of
an issue of publicly distributed bonds, debentures, or other debt securities,
nor the purchase of short-term debt securities, is to be considered as a loan.

(m) Make loans to persons who intend to use the proceeds for non-business
purposes or to companies which (including predecessors) have been in business
for less than three years. However, a Portfolio may invest in securities which
are subject to agreement by the seller to repurchase the securities within a
period

<PAGE> 19
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of not more than thirty days. Securities in this category shall be limited to
obligations of or guaranteed by the U.S. Government or its agencies or by the
Government of Canada or of a Province of Canada or any instrumentality or
political subdivision thereof, certificates of deposit of banks or commercial
paper which meets the criteria for other commercial paper in which the
Portfolio may invest. No more than 10% of a Portfolio's total assets shall be
invested in repurchase agreements which have maturities of more than seven
days.

(n) In the case of the International Equity Portfolio, invest more than
15% of its total assets in securities of foreign issuers which are not listed
on a recognized United States or foreign securities exchange.

ARTICLE IX: INDEMNIFICATION.

9.01. Scope of Indemnification.

Any person (and his heirs, executors, and administrators) who is serving
or has served as a director or officer of the corporation, or at its request,
as a director, officer or employee of another corporation in which it owns
shares of capital stock or of which it is a creditor shall be indemnified by
the corporation against expenses (including counsel fees and disbursements, and
where the action, suit or proceeding is not brought by or on behalf of the
corporation, amounts of any judgment, fine or penalty and reasonable amounts
paid in settlement) actually and reasonably incurred by him in connection with
the defense of any action, suit or proceeding (or in connection with any
reasonable apprehension or threat of such action, suit or proceeding) civil,
criminal or administrative, in which he is made a party (or involved in) by
reason of being or having been a director, officer or employee of the
corporation, or of such other corporation. No indemnification shall be
provided hereunder in relation to such matters as to which such person is
adjudged in such action, suit or proceeding to be liable for (i) negligence or
misconduct in the performance of duty to the corporation, except to the extent
permitted by law, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal act or proceeding, had no reasonable cause to
believe his conduct was unlawful or (ii) willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.

9.02. Payment.

A claim for indemnification shall be paid by the corporation upon a final
decision on the merits by a court or other body before whom the action, suit or
proceeding was brought, or, in the absence of such a decision, a reasonable
determination, based upon a review of the facts, by the vote of the majority of
a quorum of disinterested, non-party directors or an independent legal counsel
in a written opinion, that such person (i)

<PAGE> 20
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was not negligent or engaged in misconduct in the performance of a duty to the
corporation or, to the extent permitted by law, if negligent or so engaged,
such person acted in good faith and in a manner he reasonably believed to be in
and not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, such person had no reasonable cause to
believe his conduct was unlawful, and (ii) has no liability by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office. Advances against expenses may be
made by the corporation on terms fixed by the Board of Directors upon receipt
of an undertaking by or on behalf of the recipient to repay the advance unless
it is ultimately determined that he is entitled to indemnification, provided
(i) the recipient provides security for his undertaking, or (ii) the
corporation is insured against losses arising by reason of any lawful advances
or (iii) a majority of a quorum of the disinterested, non-party directors of
the corporation, or an independent legal counsel in a written opinion,
determines, based upon a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

ARTICLE X: AMENDMENTS.

10.01. By Board of Directors.

As provided in the Articles of Incorporation, the Board of Directors shall
have the power to make, alter or repeal By-laws of the corporation.

10.02. By Stockholders.

As provided in the Articles of Incorporation, the power of the Board of
Directors to make, alter or repeal By-laws is subject to the power vested in
and reserved to the stockholders to modify or rescind any such action by
affirmative vote or written order, direction or consent of the holders of the
majority of the outstanding stock of the corporation. Any action to make,
alter or repeal the By-laws, or any of them, set forth in Article VIII or any
other By-law which affects a Portfolio (as defined in the Investment Company
Act of 1940) may be modified or rescinded with respect to that Portfolio by the
holders of the majority of the outstanding stock of the Portfolio.

<PAGE> 1
EXHIBIT-99.B5(a)

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT, entered into this 29th day of April, 1994 between
Northwestern Mutual Variable Life Series Fund, Inc., a Maryland corporation
(the "Fund"), Northwestern Mutual Investment Services, Inc., a Wisconsin
corporation ("NMIS") and The Northwestern Mutual Life Insurance Company, a
Wisconsin life insurance company ("Northwestern Mutual Life") (NMIS and
Northwestern Mutual Life being hereinafter collectively referred to as the
"Manager").

WHEREAS, the Fund is a series company as contemplated by the Investment
Company Act of 1940 and currently has nine portfolios, each of which is
represented by a separate class of capital stock, and one of which is subject
to this agreement: Index 500 Stock Portfolio (the "Portfolio"); and

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

1. The Fund hereby employs the Manager to manage the investment and
reinvestment of the assets of the Portfolio, to determine the composition of
the assets of the Portfolio, including the purchase, retention or sale of the
securities and cash contained in the Portfolio and to administer the affairs of
the Portfolio, subject to the supervision of the Board of Directors of the
Fund, for the period and on the terms in this Agreement set forth. The Manager
will perform its duties in accordance with the investment objectives and
policies of the Portfolio as stated in the Fund's Articles of Incorporation,
By-laws and Registration Statement and amendments thereto filed with the
Securities and Exchange Commission and in resolutions adopted by the Fund's
Board of Directors. The Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume
the obligations herein set forth, for the compensation herein provided. The
Manager shall for all purposes herein be deemed to be an independent contractor
and shall, unless otherwise expressly

<PAGE> 2

provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.

2. The Manager, at its own expense, shall furnish to the Fund office space
in the offices of the Manager or in such other place as may be agreed upon from
time to time, and all necessary office facilities, equipment and personnel for
managing the affairs and investments and keeping the books of the Fund, and
shall arrange, if desired by the Fund, for members of the Manager's
organization to serve without salaries from the Fund as officers or agents of
the Fund. The Manager assumes and shall pay or reimburse the Fund for the
compensation (if any) of the directors and officers of the Fund as such, and
all expenses not hereinafter specifically assumed by the Portfolio incurred by
the Manager or by the Fund in connection with the management of the investment
and reinvestment of the assets of the Portfolio and the administration of the
affairs of the Portfolio. The Portfolio assumes and shall pay charges and
expenses of any custodian or depository appointed by the Portfolio for the
safekeeping of its cash, securities and other property; charges and expenses of
independent auditors; charges and expenses of any transfer agents and
registrars appointed by the Portfolio; the cost of stock certificates
representing shares of the Portfolio; fees and expenses involved in registering
and maintaining registration of the Portfolio and of its shares with the
Securities and Exchange Commission (including the preparation and printing of
prospectuses for filing with the Commission); all expenses of shareholders' and
directors' meetings and of preparing and printing reports to shareholders;
charges and expenses of legal counsel in connection with the Portfolio's
corporate existence, corporate and financial structure and relations with its
shareholders; broker's commissions and issue and transfer taxes, chargeable to
the Portfolio in connection with securities transactions to which the Portfolio
is a party; and all taxes payable by the Portfolio to federal, state or other
governmental agencies, including foreign taxes.

-2-
<PAGE> 3

In connection with purchases or sales of portfolio securities for the
account of the Portfolio, neither the Manager nor any of its directors,
officers or employees will act as a principal or receive any commission as
agent.

The services of the Manager to the Fund hereunder are not to be deemed
exclusive, and the Manager shall be free to render similar services to others
so long as its services hereunder are not impaired thereby.

3. For the services to be rendered and the charges and expenses assumed
and to be paid by the Manager as provided in paragraph 2 hereof, the Portfolio
shall pay to the Manager compensation at the annual rate of twenty
one-hundredths of one percent of the current value of the net assets of the
Portfolio. Such compensation shall be payable at such intervals, not more
frequently than monthly and not less frequently than quarterly, as the Board of
Directors of the Fund may from time to time determine and specify in writing to
the Manager. Such compensation shall be calculated on the basis of the
aggregate of the averages of all the valuations of the net assets of the
Portfolio made as of the close of business on each valuation day during the
period for which such compensation is paid.

Such compensation shall be charged to the Portfolio on each valuation day.
The amount of the Portfolio's share of the compensation will be deducted on
each valuation day from the value of the Portfolio prior to determining the
Portfolio's net asset value for the day and shall be transmitted or credited to
the Manager.

4. The Portfolio shall cooperate with the Manager in the registration or
qualification of its shares with the Securities and Exchange Commission and
with the securities commissions and departments of such states as shall be
selected by the Manager for qualification of the shares of the Portfolio. The
Portfolio shall use its best efforts to maintain such registration and
qualifications.

- 3 -

<PAGE> 4

5. The Fund shall cause the books and accounts of the Portfolio to be
audited at least once each year by a reputable independent public accountant or
organization of public accountants who shall render a report to the Fund.

6. Subject to the Articles of Incorporation of the Fund and of the Manager
respectively, it is understood that directors, officers, employees, agents and
stockholders of the Fund are or may be interested in the Manager (or any
successor thereof) as directors, officers, employees, agents, or stockholders,
or otherwise, that directors, officers, agents and stockholders of the Manager
are or may be interested in the Fund as directors, officers, employees, agents
or stockholders or otherwise, that the Manager (or any such successor) is or
may be interested in the Fund as stockholder or otherwise.

7. This Agreement shall continue in effect so long as its continuance is
specifically approved at least annually by the vote of a majority of those
directors of the Fund who are not parties to the Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval and by either a majority of the Board of Directors of
the Fund or a majority of the outstanding voting securities of the Portfolio
(as defined in the Investment Company Act of 1940). Shareholder approval shall
be effective with respect to any Portfolio vote for the approval,
notwithstanding that a majority of the outstanding voting securities of the
Fund or of the other portfolios have not voted for approval.

This Agreement may at any time be terminated without the payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
majority of the voting securities of the Portfolio, on sixty days' written
notice to the Manager. This Agreement may also be terminated by the Manager on
ninety days' written notice to the Fund. This Agreement shall immediately
terminate in the event of its assignment (as defined in the Investment Company
Act of 1940). Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office
of such party.

- 4 -

<PAGE> 5

8. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved, with respect to the Portfolio, by vote of a majority of the
outstanding voting securities of the Portfolio (as defined in the Investment
Company Act of 1940) as provided in paragraph 7.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL VARIABLE
LIFE SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------------------ ---------------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

Attest: NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ ---------------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ ---------------------------------
John M. Bremer, Secretary James D. Ericson, President

- 5 -

<PAGE> 1
EXHIBIT 99.B5(b)

INVESTMENT ADVISORY AGREEMENT

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

<PAGE> 2

the Fund's Articles of Incorporation, By-laws and Registration Statement and
amendments thereto filed with the Securities and Exchange Commission and in
resolutions adopted by the Fund's Board of Directors. The Manager hereby
accepts such employment and agrees during such period, at its own expense, to
render the services and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.

-2-
<PAGE> 3

transactions to which the Portfolio is a party; all taxes payable by the
Portfolio to federal, state or other governmental agencies, and any
extraordinary or non-recurring expenses incurred in connection with the
operation of the Portfolio.

3. For the services to be rendered and the charges and expenses assumed
and to be paid by the Manager as provided in paragraph 2 hereof, the Portfolio
shall pay to the Manager compensation at the annual rate of thirty
one-hundredths of one percent of the current value of the net assets of the
Portfolio. Such compensation shall be payable at such intervals, not more
frequently than monthly and not less frequently than quarterly, as the Board of
Directors of the Fund may from time to time determine and specify in writing to
the Manager. Such compensation shall be calculated on the basis of the
aggregate of the averages of all the valuations of the net assets of the
Portfolio made as of the close of business on each valuation day during the
period for which such compensation is paid.

Such compensation shall be charged to the Portfolio on each valuation day.
The amount of the Portfolio's share of the compensation will be deducted on
each

-3-
<PAGE> 4

valuation day from the value of the Portfolio prior to determining the
Portfolio's net asset value for the day and shall be transmitted or credited to
the Manager.

-4-
<PAGE> 5

and by either a majority of the Board of Directors of the Fund or a majority of
the outstanding voting securities of the Portfolio (as defined in the
Investment Company Act of 1940). Shareholder approval shall be effective with
respect to any Portfolio vote for the approval, notwithstanding that a majority
of the outstanding voting securities of the Fund or of the other portfolios
have not voted for approval.

-5-
<PAGE> 6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL
VARIABLE LIFE SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------------------ ----------------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

Attest: NORTHWESTERN MUTUAL
INVESTMENT SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ ----------------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ ----------------------------------
John M. Bremer, Secretary James D. Ericson, President

-6-

<PAGE> 1
EXHIBIT 99.B5(c)

INVESTMENT ADVISORY AGREEMENT

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

<PAGE> 2

employment and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth, for the compensation
herein provided. The Manager shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

-2-
<PAGE> 3

printing reports to shareholders; charges and expenses of legal counsel in
connection with the Portfolio's corporate existence, corporate and financial
structure and relations with its shareholders; broker's commissions and issue
and transfer taxes, chargeable to the Portfolio in connection with securities
transactions to which the Portfolio is a party; and all taxes payable by the
Portfolio to federal, state or other governmental agencies, including foreign
taxes.

3. For the services to be rendered and the charges and expenses assumed
and to be paid by the Manager as provided in paragraph 2 hereof, the Portfolio
shall pay to the Manager compensation at the annual rate of thirty
one-hundredths of one percent of the current value of the net assets of the
Portfolio. Such compensation shall be payable at such intervals, not more
frequently than monthly and not less frequently than quarterly, as the Board of
Directors of the Fund may from time to time determine and specify in writing to
the Manager. Such compensation shall be calculated on the basis of the
aggregate of the averages of all the valuations of the net assets of the
Portfolio made as of the close of business on each valuation day during the
period for which such compensation is paid.

Such compensation shall be charged to the Portfolio on each valuation day.
The amount of the Portfolio's share of the compensation will be deducted on
each valuation day

-3-
<PAGE> 4

from the value of the Portfolio prior to determining the Portfolio's net asset
value for the day and shall be transmitted or credited to the Manager.

-4-
<PAGE> 5

defined in the Investment Company Act of 1940). Shareholder approval shall be
effective with respect to any Portfolio vote for the approval, notwithstanding
that a majority of the outstanding voting securities of the Fund or of the
other portfolios have not voted for approval.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL
VARIABLE LIFE SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------- ---------------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

-5-
<PAGE> 6
Attest: NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ ---------------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ ---------------------------------
John M. Bremer, Secretary James D. Ericson, President

-6-

<PAGE> 1
EXHIBIT 99.B5(d)

INVESTMENT ADVISORY AGREEMENT

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

<PAGE> 2

-2-
<PAGE> 3

Such compensation shall be charged to the Portfolio on each valuation day.
The amount of the Portfolio's share of the compensation will be deducted on
each valuation day from the value of the

-3-
<PAGE> 4

Portfolio prior to determining the Portfolio's net asset value for the day and
shall be transmitted or credited to the Manager.

-4-
<PAGE> 5

-5-
<PAGE> 6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL
VARIABLE LIFE SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------- ----------------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

Attest: NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ ----------------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ ----------------------------------
John M. Bremer, Secretary James D. Ericson, President

-6-

<PAGE> 1
EXHIBIT 99.B5(e)

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT, entered into this 15th day of April, 1994 between
Northwestern Mutual Variable Life Series Fund, Inc., a Maryland corporation
(the "Fund"), Northwestern Mutual Investment Services, Inc., a Wisconsin
corporation ("NMIS") and The Northwestern Mutual Life Insurance Company, a
Wisconsin life insurance company ("Northwestern Mutual Life") (NMIS and
Northwestern Mutual Life being hereinafter collectively referred to as the
"Manager").

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

<PAGE> 2

policies of the Portfolio as stated in the Fund's Articles of Incorporation,
By-laws and Registration Statement and amendments thereto filed with the
Securities and Exchange Commission and in resolutions adopted by the Fund's
Board of Directors. The Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume
the obligations herein set forth, for the compensation herein provided. The
Manager shall for all purposes herein be deemed to be an independent contractor
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Fund in any way or otherwise be deemed an agent of
the Fund.

-2-
<PAGE> 3

or depository appointed by the Portfolio for the safekeeping of its cash,
securities and other property; charges and expenses of independent auditors;
charges and expenses of any transfer agents and registrars appointed by the
Portfolio; the cost of stock certificates representing shares of the
Portfolio; fees and expenses involved in registering and maintaining
registration of the Portfolio and of its shares with the Securities and
Exchange Commission (including the preparation and printing of prospectuses for
filing with the Commission); all expenses of shareholders' and directors'
meetings and of preparing and printing reports to shareholders; charges and
expenses of legal counsel in connection with the Portfolio's corporate
existence, corporate and financial structure and relations with its
shareholders; broker's commissions and issue and transfer taxes, chargeable to
the Portfolio in connection with securities transactions to which the Portfolio
is a party; and all taxes payable by the Portfolio to federal, state or other
governmental agencies, including foreign taxes.

-3-
<PAGE> 4

3. For the services to be rendered and the charges and expenses assumed
and to be paid by the Manager as provided in paragraph 2 hereof, the Portfolio
shall pay to the Manager compensation at the annual rate of seventy
one-hundredths of one percent of the current value of the first $50 million of
the net assets of the Portfolio, sixty one-hundredths of one percent of the
current value of the next $50 million of such assets and fifty-five
one-hundredths of one percent of the current value of such assets which exceed
$100 million. Such compensation shall be payable at such intervals, not more
frequently than monthly and not less frequently than quarterly, as the Board of
Directors of the Fund may from time to time determine and specify in writing to
the Manager. Such compensation shall be calculated on the basis of the
aggregate of the averages of all the valuations of the net assets of the
Portfolio made as of the close of business on each valuation day during the
period for which such compensation is paid.

-4-
<PAGE> 5

qualification of the shares of the Portfolio. The Portfolio shall use its best
efforts to maintain such registration and qualifications.

-5-
<PAGE> 6

notwithstanding that a majority of the outstanding voting securities of the
Fund or of the other portfolios have not voted for approval.

8. Notwithstanding any other provision of this Agreement, the Fund and the
Manager hereby authorize NMIS to employ an investment sub-adviser for the
purpose of providing investment management services for the Portfolio pursuant
to this Agreement, provided, however, that (1) the compensation to be paid to
such investment sub-adviser shall be the sole responsibility of the Manager,
(2) the duties and responsibilities of the investment sub-adviser shall be as
set forth in a sub-advisory agreement including NMIS and the investment
sub-adviser as parties, (3) such sub-advisory agreement shall be adopted and
approved in conformity with the applicable laws and regulations, and (4) such
sub-advisory agreement may be terminated at any time by NMIS, the Board of
Directors of the Fund, or by a

-6-
<PAGE> 7

majority vote of the Portfolio's outstanding voting securities on not more than
60 days' written notice to the sub-adviser.

9. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved, with respect to the Portfolio, by vote of a majority of the
outstanding voting securities of the Portfolio (as defined in the Investment
Company Act of 1940) as provided in paragraph 7.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL VARIABLE
LIFE SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------------------ -------------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

Attest: NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ -------------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ -------------------------------
John M. Bremer, Secretary James D. Ericson, President

-7-

<PAGE> 1
EXHIBIT 99.B5(f)

INVESTMENT SUB-ADVISORY AGREEMENT

Northwestern Mutual Series Fund Growth and Income Stock Portfolio

April 15, 1994

J.P. Morgan Investment Management Inc.
522 Fifth Avenue
New York, New York 10036

Dear Sirs:

Northwestern Mutual Variable Life Series Fund, Inc.,1 a Maryland corporation
(the "Company") on behalf of the Growth and Income Stock Portfolio, a portfolio
of the Company represented by a separate class of capital stock of the Company,
and Northwestern Mutual Investment Services, Inc., a Wisconsin corporation (the
"Adviser"), hereby agree with J.P. Morgan Investment Management Inc., a
Delaware corporation (the "Sub-Adviser"), as follows:

1. Investment Description; Appointment. The Company desires to employ the
capital of the Growth and Income Stock Portfolio (the "Portfolio") by investing
and reinvesting in investments of the kind and in accordance with the
limitations applicable to the Portfolio specified in its Articles of
Incorporation, as amended to date (the "Charter Document"), and in the
prospectus (the "Prospectus") and the statement of additional information (the
"Statement") filed with the Securities and Exchange Commission as part of the
Company's Registration Statement on Form N-lA, as amended from time to time,
and in such manner and to such extent as from time to time may be approved by
the Company's Board. Copies of the Prospectus, the Statement and the Charter
Document, each as currently in effect, have been delivered to the Sub-Adviser.
The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser as
promptly as practicable copies of all amendments and supplements to the
Prospectus and the Statement and amendments to the Charter Document relating to
the Portfolio. The Adviser desires to engage and hereby appoints the
Sub-Adviser to act as investment sub-adviser to the Portfolio. The Sub-Adviser
accepts the appointment and agrees to furnish the services described herein for
the compensation set forth below.

- -----------------

1 Currently named Northwestern Mutual Variable Life Series Fund, Inc.
Scheduled to be renamed Northwestern Mutual Series Fund, Inc. effective
April 29, 1994.

<PAGE> 2

2. Services as Investment Sub-Adviser; Guidelines and Advice. Subject to
the supervision of the Company's Board and of the Adviser, the Sub-Adviser will
(a) manage the Portfolio's assets in accordance with the Portfolio's investment
objectives and policies as stated in the Prospectus, the Statement and the
Charter Document, but subject to the Guidelines (as such term is defined
below); (b) make investment decisions for the Portfolio; (c) place purchase and
sale orders for portfolio transactions for the Portfolio; and (d) employ
professional portfolio managers and securities analysts to provide research
services to the Portfolio. In providing these services, the Sub-Adviser will
conduct a continual program of investment, evaluation and, if appropriate, sale
and reinvestment of the Portfolio's assets.

The Adviser agrees on an on-going basis to provide or cause to be provided
to the Sub-Adviser guidelines, to be revised as provided below (the
"Guidelines"), setting forth limitations, by dollar amount or percentage of net
assets, on the types of securities in which the Portfolio is permitted to
invest or investment activities in which the Portfolio is permitted to engage.
Among other matters, the Guidelines shall set forth clearly the limitations
imposed upon the Portfolio as a result of relevant diversification requirements
under state and federal law pertaining to insurance products, including,
without limitation, the provisions of Section 817(h) of the Internal Revenue
Code of 1986, as amended (the "Code"). The Guidelines shall remain in effect
until 12:00 p.m. on the third business day following actual receipt by the
Sub-Adviser of a written notice, denominated clearly as such, setting forth
revised Guidelines. The Adviser agrees to cause to be delivered to a person
designated in writing for such purpose by the Sub-Adviser on the first business
day of each week, a written report dated the date of its delivery (the
"Report") with respect to the Portfolio's compliance for its current fiscal
year with the short-three test set forth in Section 851(b)(3) of the Code (the
"short-three test"). The Report shall include in chart form the Portfolio's
gross income (within the meaning of Section 851 of the Code) from the beginning
of the current fiscal year to the end of the previous week and its cumulative
income and gains described in Section 851(b)(3) of the Code for such period.
If the Report is not timely delivered, the Sub-Adviser shall be permitted to
rely on the most recent Report delivered to it. The Company and the Adviser
agree that the Sub-Adviser may rely on the Guidelines and the Report without
independent verification of their accuracy.

3. Brokerage. In selecting brokers or dealers to execute transactions on
behalf of the Portfolio, the Sub-Adviser will seek the best overall terms
available. In assessing the best overall terms available for any transaction,
the Sub-Adviser will consider factors it deems relevant, including, without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, and in evaluating the best overall terms
available, the Sub-Adviser is authorized to consider the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended)

2
<PAGE> 3

provided to the Portfolio and/or other accounts over which the Sub-Adviser or
its affiliates exercise investment discretion.

4. Information Provided to the Company. The Sub-Adviser will keep the
Company and the Adviser informed of developments materially affecting the
Portfolio, and will, on its own initiative, furnish the Company and the Adviser
from time to time with whatever information the Sub-Adviser believes is
appropriate for this purpose.

5. Standard of Care. The Sub-Adviser shall exercise its best judgment in
rendering the services described in paragraphs 2, 3 and 4 above. The
Sub-Adviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Portfolio in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement
(each such act or omission shall be referred to as "Disqualifying Conduct").
The Sub-Adviser shall not be deemed to have engaged in Disqualifying Conduct if
it complies with the Guidelines and acts in reliance on the Report, and the
Sub-Adviser's failure to act in accordance therewith shall not constitute
evidence that it engaged in Disqualifying Conduct.

6. Compensation. In consideration of the services rendered pursuant to
this Agreement, the Adviser will pay the Sub-Adviser during the first ten days
of each month a fee for the previous month at the annual rate of forty-five
one-hundredths of one per cent on the first $100 million of the average daily
net assets of the Portfolio, forty one-hundredths of one per cent of the next
$100 million of such assets, thirty-five one-hundredths of one per cent of the
next $200 million of such assets and thirty one-hundredths of one per cent of
such assets which exceed $400 million. The fee for the period from the date
the initial sale of the Portfolio's shares commences to the end of the month
during which such sale shall have been commenced shall be prorated according to
the proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of a month, the fee for such part
of that month shall be prorated according to the proportion that such period
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Sub-Adviser, the value of the Portfolio's net assets shall be computed at
the times and in the manner specified in the Prospectus and/or the Statement.

7. Expenses. The Sub-Adviser will bear all of its expenses in connection
with the performance of its services under this Agreement. All other expenses
to be incurred in the operation of the Portfolio will be borne by the Company
or the Adviser, except to the extent specifically assumed by the Sub-Adviser.
The expenses to be borne by the Company or the Adviser in the operation of the
Portfolio include, without limitation, the following: organizational costs,
taxes, interest, brokerage fees and commissions, Directors' fees, Securities
and Exchange Commission fees and state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend

<PAGE> 4

disbursing agents' fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of independent pricing services,
costs of maintaining existence, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of
preparing and printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing stockholders, costs of
stockholders' reports and meetings, and any extraordinary expenses.

8. Services to Other Companies or Accounts. The Company understands that
the Sub-Adviser now acts, will continue to act and may act in the future as
investment adviser to fiduciary and other managed accounts and as investment
adviser to other investment companies, and the Company has no objection to the
Sub-Adviser so acting, provided that whenever the Portfolio and one or more
other accounts or investment companies advised by the Sub-Adviser have
available funds for investment, investments suitable and appropriate for each
will be allocated in accordance with a methodology believed to be equitable to
each entity. The Sub-Adviser agrees to allocate similarly opportunities to
sell securities. The Company recognizes that, in some cases, this procedure
may limit the size of the position that may be acquired or sold for the
Portfolio. In addition, the Company understands that the persons employed by
the Sub-Adviser to assist in the performance of the Sub-Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Sub-Adviser or any
affiliate of the Sub-Adviser to engage in and devote time and attention to
other business or to render services of whatever kind or nature.

9. Books and Records. In compliance with the requirements of Rule 3la-3
under the Investment Company Act of 1940, as amended (the "Act"), the
Sub-Adviser hereby agrees that all records which it maintains for the Portfolio
are the property of the Company and further agrees to surrender promptly to the
Company copies of any of such records upon the Company's or the Adviser's
request. The Sub-Adviser further agrees to preserve for the periods prescribed
by Rule 3la-2 under the Act the records relating to its activities hereunder
required to be maintained by Rule 3la-1 under the Act and to preserve the
records relating to its activities hereunder required by Rule 204-2 under the
Investment Advisers Act of 1940, as amended, for the period specified in said
Rule.

10. Term of Agreement. This Agreement shall become effective as of April
15, 1994 and shall continue until April 15, 1996, and thereafter shall continue
automatically for successive annual periods ending on April 15 of each year,
provided such continuance is specifically approved at least annually by (i) the
Company's Board or (ii) a vote of a "majority" (as defined in the Act) of the
Portfolio's outstanding voting securities, provided that in either event the
continuance also is approved by a majority of the Company's Board who are not
"interested persons" (as defined in the Act) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable, without penalty, on 60

<PAGE> 5

days' written notice, by the Adviser, by the Company's Board, by vote of
holders of a majority of the Portfolio's shares or by the Sub-Adviser, and will
terminate five business days after the Sub-Adviser receives written notice of
the termination of the advisory agreement between the Company and the Adviser.
This Agreement also will terminate automatically in the event of its assignment
(as defined in the Act).

11. Indemnification. The Adviser agrees to indemnify and hold harmless
the Sub-Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorneys' fees and other related expenses),
howsoever arising, from or in connection with this Agreement or the performance
by the Sub-Adviser of its duties hereunder; provided, however, that nothing
contained herein shall require that the Sub-Adviser be indemnified for
Disqualifying Conduct.

12. Disclosure. Neither the Company nor the Adviser shall, without the
prior written consent of the Sub-Adviser, make representations regarding or
reference to the Sub-Adviser or any affiliates in any disclosure document,
advertisement, sales literature or other promotional materials, except as this
requirement may be waived by the Sub-Adviser from time to time.

13. Miscellaneous. All notices provided for by this Agreement shall be in
writing and shall be deemed given when received, against appropriate receipt,
by Mr. Frank Webb, J.P. Morgan Investment Management, 522 5th Avenue, New York,
NY 10036 in the case of the Sub-Adviser, Vice President and Treasurer, The
Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue,
Milwaukee, WI 53202, in the case of the Adviser, and the Company's Secretary
in the Case of the Portfolio, or such other person as a party shall designate
by notice to the other parties. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. This Agreement constitutes the entire agreement
among the parties hereto and supersedes any prior agreement among the parties
relating to the subject matter hereof. The paragraph headings of this
Agreement are for convenience of reference and do not constitute a part hereof.
This Agreement shall be governed in accordance with the internal laws of the
State of New York, without giving effect to principles of conflict of laws.

<PAGE> 6

If the foregoing accurately sets forth our agreement, kindly indicate your
acceptance hereof by signing and returning the enclosed copy hereof.

Very truly yours,

NORTHWESTERN MUTUAL VARIABLE LIFE
SERIES FUND, INC.

By: MARK G. DOLL
-----------------------------
Name: Mark G. Doll
Title: Vice President

NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

By: MARK G. DOLL
-----------------------------
Name: Mark G. Doll
Title: President

Accepted:

J.P. MORGAN INVESTMENT MANAGEMENT INC.

By: NINA D. METTELMAN
-------------------------------
Name: Nina D. Mettelman
Title: Vice President

<PAGE> 1
EXHIBIT 99.B5(g)

INVESTMENT ADVISORY AGREEMENT

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

-2-
<PAGE> 3

property; charges and expenses of independent auditors; charges and expenses of
any transfer agents and registrars appointed by the Portfolio; the cost of
stock certificates representing shares of the Portfolio; fees and expenses
involved in registering and maintaining registration of the Portfolio and of
its shares with the Securities and Exchange Commission (including the
preparation and printing of prospectuses for filing with the Commission); all
expenses of shareholders' and directors' meetings and of preparing and printing
reports to shareholders; charges and expenses of legal counsel in connection
with the Portfolio's corporate existence, corporate and financial structure and
relations with its shareholders; broker's commissions and issue and transfer
taxes, chargeable to the Portfolio in connection with securities transactions
to which the Portfolio is a party; and all taxes payable by the Portfolio to
federal, state or other governmental agencies, including foreign taxes.

-3-
<PAGE> 4

one-hundredths of one percent of the current value of the first $50 million of
the net assets of the Portfolio, and sixty-five one-hundredths of one percent
of the current value of such assets which exceed $50 million. Such
compensation shall be payable at such intervals, not more frequently than
monthly and not less frequently than quarterly, as the Board of Directors of
the Fund may from time to time determine and specify in writing to the Manager.
Such compensation shall be calculated on the basis of the aggregate of the
averages of all the valuations of the net assets of the Portfolio made as of
the close of business on each valuation day during the period for which such
compensation is paid.

-4-
<PAGE> 5

-5-
<PAGE> 6

event of its assignment (as defined in the Investment Company Act of 1940).
Any notice under this Agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the other party at any office of such party.

-6-
<PAGE> 7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL
VARIABLE LIFE SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------------------ ----------------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

Attest: NORTHWESTERN MUTUAL
INVESTMENT SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ ----------------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ ----------------------------------
John M. Bremer, Secretary James D. Ericson, President

-7-

<PAGE> 1
EXHIBIT 99.B5(h)

INVESTMENT SUB-ADVISORY AGREEMENT

THIS AGREEMENT, made this 29th day of April, 1994, by and between
NORTHWESTERN MUTUAL INVESTMENT SERVICES, INC., a Wisconsin corporation
registered as an Investment Adviser under the Investment Advisers Act of 1940
(the "Adviser") and TEMPLETON INVESTMENT COUNSEL, INC., a Florida corporation
registered as an Investment Adviser under the Investment Advisers Act of 1940
(the "Sub-Adviser").

WHEREAS, the Adviser is the Investment Adviser to the International Equity
Portfolio (the "Portfolio") of the Northwestern Mutual Series Fund, Inc. (the
"Fund"), an open-end diversified management investment company of the series
type, registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Portfolio is represented by a separate class of capital stock
of the Fund; and

WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish it with
portfolio selection and related research and statistical services in connection
with the Adviser's investment advisory activities on behalf of the Portfolio,
and the Sub-Adviser desires to furnish such services to the Adviser;

NOW, THEREFORE, in consideration of the premises and the terms and
conditions hereinafter set forth, it is agreed as follows:

1. Appointment of Sub-Adviser

In accordance with and subject to the Investment Advisory Agreement (the
"Investment Advisory Agreement") between the Fund and the Adviser and The
Northwestern Mutual Life Insurance Company dated April 29, 1994, the Adviser
hereby appoints the Sub-Adviser to perform portfolio selection services
described herein for investment and reinvestment of the Portfolio's investment
assets, subject to the control and direction of the Fund's Board of Directors,
for the period and on the terms hereinafter set forth. The Sub-Adviser accepts
such appointment and agrees to furnish the services hereinafter set forth for
the compensation herein provided. The Sub-Adviser shall for all purposes
herein be deemed to be an independent contractor and shall, except as expressly
provided or authorized, have no authority to act for or represent the Fund or
the Adviser in any way or otherwise be deemed an agent of the Fund or the
Adviser.

<PAGE> 2

2. Obligations of and Services to be Provided by the Sub-Adviser

(a) The Sub-Adviser shall provide the following services and assume the
following obligations with respect to the Portfolio:

(1) The investment of the assets of the Portfolio shall
at all times be subject to the applicable provisions of the
Articles of Incorporation, the Bylaws, the Registration
Statement, the current Prospectus and the Statement of
Additional Information of the Fund relating to the Portfolio
and shall conform to the investment objectives, policies and
restrictions of the Portfolio as set forth in such documents
and as interpreted from time to time by the Board of
Directors of the Fund and by the Adviser. Within the
framework of the investment objectives, policies and
restrictions of the Portfolio, and subject to the supervision
of the Adviser, the Sub-Adviser shall have the sole and
exclusive responsibility for the making and execution of all
investment decisions for the Portfolio.

(2) In carrying out its obligations to manage the
investments and reinvestments of the assets of the Portfolio,
the Sub-Adviser shall: (1) obtain and evaluate pertinent
economic, statistical, financial and other information
affecting the economy generally and individual companies or
industries the securities of which are included in the
Portfolio's investment portfolio or are under consideration
for inclusion therein; (2) formulate and implement a
continuous investment program for the Portfolio consistent
with the investment objective and related investment policies
for the Portfolio as set forth in the Fund's registration
statement, as amended; and (3) take such steps as are
necessary to implement the aforementioned investment program
by purchase and sale of securities including the placing, or
directing the placement through an affiliate of the
Sub-Adviser, of orders for such purchases and sales.

(3) In connection with the purchase and sale of
securities of the Portfolio, the Sub-Adviser shall arrange
for the transmission to the Adviser and the Custodian for the
Portfolio on a daily basis such confirmation, trade tickets
and other documents as may be necessary to enable them to
perform their administrative responsibilities with respect to
the Portfolio's investment portfolio. With respect to
portfolio securities to be purchased or sold through the
Depository Trust Company, the Sub-Adviser

2
<PAGE> 3

shall arrange for the automatic transmission of the I.D.
confirmation of the trade to the Custodian of the Portfolio.
The Sub-Adviser shall render such reports to the Adviser
and/or to the Fund's Board of Directors concerning the
investment activity and portfolio composition of the
Portfolio in such form and at such intervals as the Adviser
or the Board may from time to time require.

(4) The Sub-Adviser shall, in the name of the Portfolio,
place or direct the placement of orders for the execution of
portfolio transactions in accordance with the policies with
respect thereto, as set forth in the Fund's Registration
Statement, as amended from time to time, and under the 1933
Act and the 1940 Act. In connection with the placement of
orders for the execution of the Portfolio's portfolio
transactions, the Sub-Adviser shall create and maintain all
necessary brokerage records of the Portfolio in accordance
with all applicable laws, rules and regulations, including
but not limited to, records required by Section 31(a) of the
1940 Act. All records shall be the property of the Fund and
shall be available for inspection and use by the Securities
and Exchange Commission, the Fund or any person retained by
the Fund. Where applicable, such records shall be maintained
by the Sub-Adviser for the period and in the place required
by Rule 3la-2 under the 1940 Act.

(5) In placing orders or directing the placement of
orders for the execution of portfolio transactions, the
Sub-Adviser shall select brokers and dealers for the
execution of the Portfolio's transactions. In selecting
brokers or dealers to execute such orders, the Sub-Adviser is
expressly authorized to consider the fact that a broker or
dealer has furnished statistical, research or other
information or services which enhance the Sub-Adviser's
investment research and portfolio management capability
generally. It is further understood in accordance with
Section 28(e) of the Securities Exchange Act of 1934, as
amended, that the Sub-Adviser may negotiate with and assign
to a broker a commission which may exceed the commission
which another broker would have charged for effecting the
transaction if the Sub-Adviser determines in good faith that
the amount of commission charged was reasonable in relation
to the value of brokerage and/or research services (as
defined in Section 28(e)) provided by such broker, viewed in
terms either of the Portfolio

3
<PAGE> 4

or the Sub-Adviser's overall responsibilities to the
Sub-Adviser's discretionary accounts.

(b) The Sub-Adviser shall use the same skill and care in providing
services to the Portfolio as it uses in providing services to fiduciary
accounts for which it has investment responsibility. The Sub-Adviser will
conform with all applicable rules and regulations of the Securities and
Exchange Commission.

3. Expenses

During the term of this Agreement, the Sub-Adviser will pay all expenses
incurred by it in connection with its activities under this Agreement.

4. Compensation

In payment for the investment sub-advisory services to be rendered by the
Sub-Adviser in respect of the Portfolio hereunder, the Adviser shall pay to the
Sub-Adviser as full compensation for all services hereunder a fee computed at
an annual rate which shall be a percentage of the average daily value of the
net assets of the Portfolio. The fee shall be accrued daily and shall be based
on the net asset values of all of the issued and outstanding shares of the
Portfolio as determined as of the close of each business day pursuant to the
Articles of Incorporation, Bylaws and currently effective Prospectus and
Statement of Additional Information of the Fund as they relate to the
Portfolio. The fee shall be payable in arrears on the last day of each
calendar month.

The amount of such annual fee, as applied to the average daily value of
the net assets of the Portfolio shall be as described in the schedule below:

<TABLE>
<CAPTION>
Assets Fee
--------------------------------------- ----
<S> <C>
On the first $100 million in assets .50%
On the assets in excess of $100 million .40%
</TABLE>

5. Renewal and Termination

This Agreement shall continue in effect for a period more than two years
from the date of this Agreement, only so long as such continuance is
specifically approved at least annually by a vote of the holders of the
majority of the outstanding voting securities of the Portfolio, or by a vote of
the majority of the Fund's Board of Directors. And further provided that such
continuance is also approved annually by a vote of the majority of the Fund's
Board of Directors who are not parties to this Agreement or interested persons
of parties hereto, cast in

4
<PAGE> 5

person at a meeting called for the purpose of voting on such approval. This
Agreement may be terminated at any time without payment of penalty: (i) by the
Fund's Board of Directors or by a vote of a majority of the outstanding voting
securities of the Portfolio on sixty days' prior written notice, or (ii) by
either party hereto upon sixty days' prior written notice to the other. This
Agreement will terminate automatically upon any termination of the Investment
Advisory Agreement or in the event of its assignment. The terms "interested
person," "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act.

6. General Provisions

(a) The Sub-Adviser may rely on information reasonably believed by it to
be accurate and reliable. Except as may otherwise be provided by the 1940 Act,
neither the Sub-Adviser nor its officers, directors, employees or agents shall
be subject to any liability for any error of judgment or mistake of law or for
any loss arising out of any investment or other act or omission in the
performance by the Sub-Adviser of its duties under this Agreement or for any
loss or damage resulting from the imposition by any government or exchange
control restrictions which might affect the liquidity of the Portfolios'
assets, or from acts or omissions of custodians or securities depositories, or
from any war or political act of any foreign government to which such assets
might be exposed, provided that nothing herein shall be deemed to protect, or
purport to protect, the Sub-Adviser against any liability to the Fund or to its
shareholders to which the Sub-Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder, or by reason of the Sub-Adviser's reckless disregard of its
obligations and duties hereunder.

(b) The Adviser and the Fund's Board of Directors understand that the
value of investments made for the Portfolio may go up as well as down, is not
guaranteed and that investment decisions will not always be profitable. The
Adviser has not made and is not making any guarantees, including any guarantee
as to any specific level of performance of the Portfolio. The Adviser and the
Fund's Board of Directors acknowledge that the Portfolio is designed for
investors seeking international diversification and is not intended as a
complete investment program. They also understand that investment decisions
made on behalf of the Portfolio by the Sub-Adviser are subject to various
market and business risks, and that investing in securities of companies in
emerging countries involves special risks which are not typically associated
with investing in U.S. companies. Risks include but are not limited to,
foreign currency fluctuations, investment and repatriation restrictions, and
political and social instability. Although the Sub-Adviser intends to invest
in companies located in countries which the Sub-Adviser considers to have
relatively stable and friendly governments, the Fund's Board of Directors
accepts the

5
<PAGE> 6

possibility that countries in which the Sub-Adviser invests may expropriate or
nationalize properties of foreigners, may impose confiscatory taxation or
exchange controls, including suspending currency transfers from a given
country, or may be subject to political or diplomatic developments that could
affect investments in those countries.

(c) This Agreement shall not be or become effective unless and until it is
or has been approved by the Board of Directors of the Fund, including a
majority of the members who are not "interested persons" to parties to this
Agreement, by a vote cast in person at a meeting called for the purpose of
voting upon such approval.

(d) The Adviser understands that the Sub-Adviser now acts, will continue
to act, or may act in the future, as investment adviser to fiduciary and other
managed accounts, including other investment companies, and the Adviser has no
objection to the Sub-Adviser so acting, provided that the Sub-Adviser duly
performs all obligations under this Agreement. The Adviser also understands
that the Sub-Adviser may give advice and take action with respect to any of its
other clients or for its own account which may differ from the timing or nature
of action taken by the Sub-Adviser with respect to the Portfolio. Nothing in
this Agreement shall impose upon the Sub-Adviser any obligation to purchase or
sell or to recommend for purchase or sale, with respect to the Portfolio, any
security which the Sub-Adviser or its shareholders, directors, officers,
employees or affiliates may purchase or sell for its or their own account(s) or
for the account of any other client.

(e) Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the right of the
Sub-Adviser, or the right of any of its officers, directors or employees who
may also be an officer, director or employee of the Fund, or person otherwise
affiliated with the Fund (within the meaning of the 1940 Act) to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other trust, corporation, firm, individual
or association.

(f) Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by
the laws of the State of Wisconsin. The captions in this Agreement are
included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

6
<PAGE> 7

(g) Any notice under this Agreement shall be in writing, addressed and
delivered or mailed postage pre-paid to the appropriate party at the following
address: The Adviser, the Fund and the Portfolio at 720 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, and the Sub-Adviser at 500 East Broward Boulevard,
Suite 2100, Fort Lauderdale, Florida 33394.

(h) Sub-Adviser agrees to notify Adviser of any change in Sub-Adviser's
officers and directors within a reasonable time after such change.

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.

NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

By: MARK G. DOLL
-----------------------------
Mark G. Doll, President

TEMPLETON INVESTMENT COUNSEL,
INC.

By: JAMES R. WOOD
------------------------------
James R. Wood
Senior Vice President

<PAGE> 1
EXHIBIT 99.B5(i)

INVESTMENT ADVISORY AGREEMENT

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

<PAGE> 2

resolutions adopted by the Fund's Board of Directors. The Manager hereby
accepts such employment and agrees during such period, at its own expense, to
render the services and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.

2. The Manager, at its own expense, shall furnish to the Fund office space
in the offices of the Manager or in such other place as may be agreed upon from
time to time, and all necessary office facilities, equipment and personnel for
managing the affairs and investments and keeping the books of the Fund, and
shall arrange, if desired by the Fund, for members of the Manager's
organization to serve without salaries from the Fund as officers or agents of
the Fund. The Manager assumes and shall pay or reimburse the Fund for the
compensation (if any) of the directors and officers of the Fund as such, and
all expenses not hereinafter specifically assumed by the Fund incurred by the
Manager or by the Fund in connection with the management of the investment and
reinvestment of the assets of the Portfolio and the administration of the
affairs of the Portfolio. The Portfolio assumes and shall pay charges and
expenses of any custodian or depository appointed by the Portfolio for the
safekeeping of its cash, securities and other property; charges and expenses of
independent auditors; charges and expenses of any transfer agents and
registrars appointed by the Portfolio; the cost of stock certificates
representing shares of the Portfolio; fees and expenses involved in registering
and maintaining registration of the Portfolio and of its shares with the
Securities and Exchange Commission (including the preparation and printing of
prospectuses for filing with the

-2-
<PAGE> 3

Commission); all expenses of shareholders' and directors' meetings and of
preparing and printing reports to shareholders; charges and expenses of legal
counsel in connection with the Portfolio's corporate existence, corporate and
financial structure and relations with its shareholders; broker's commissions
and issue and transfer taxes, chargeable to the Portfolio in connection with
securities transactions to which the Portfolio is a party; and all taxes
payable by the Portfolio to federal, state or other governmental agencies,
including foreign taxes.

3. For the services to be rendered and the charges and expenses assumed
and to be paid by the Manager as provided in paragraph 2 hereof, the Portfolio
shall pay to the Manager compensation at the annual rate of sixty
one-hundredths of one percent of the current value of the first $50 million of
the net assets of the Portfolio, fifty one-hundredths of one percent of the
current value of the next $50 million of such assets and forty one-hundredths
of one percent of the current value of such assets which exceed $100 million.
Such compensation shall be payable at such intervals, not more frequently than
monthly and not less frequently than quarterly, as the Board of Directors of
the Fund may from time to time determine and specify in writing to the Manager.
Such compensation shall be calculated on the basis of the

-3-
<PAGE> 4

aggregate of the averages of all the valuations of the net assets of the
Portfolio made as of the close of business on each valuation day during the
period for which such compensation is paid.

-4-
<PAGE> 5

-5-
<PAGE> 6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL VARIABLE LIFE
SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------- ---------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

Attest: NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ ---------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ ---------------------------
John M. Bremer, Secretary James D. Ericson, President

-6-

<PAGE> 1
EXHIBIT 99.B5(j)

INVESTMENT ADVISORY AGREEMENT

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

<PAGE> 2

-2-
<PAGE> 3

Portfolio assumes and shall pay charges and expenses of any custodian or
depository appointed by the Portfolio for the safekeeping of its cash,
securities and other property; charges and expenses of independent auditors;
charges and expenses of any transfer agents and registrars appointed by the
Portfolio; the cost of stock certificates representing shares of the Portfolio;
fees and expenses involved in registering and maintaining registration of the
Portfolio and of its shares with the Securities and Exchange Commission
(including the preparation and printing of prospectuses for filing with the
Commission); all expenses of shareholders' and directors' meetings and of
preparing and printing reports to shareholders; charges and expenses of legal
counsel in connection with the Portfolio's corporate existence, corporate and
financial structure and relations with its shareholders; broker's commissions
and issue and transfer taxes, chargeable to the Portfolio in connection with
securities transactions to which the Portfolio is a party; and all taxes
payable by the Portfolio to federal, state or other governmental agencies,
including foreign taxes.

The services of the Manager to the Fund hereunder are not to be deemed
exclusive, and the Manager shall be free to render similar

-3-
<PAGE> 4

services to others so long as its services hereunder are not impaired thereby.

3. For the services to be rendered and the charges and expenses assumed
and to be paid by the Manager as provided in paragraph 2 hereof, the Portfolio
shall pay to the Manager compensation at the annual rate of eighty
one-hundredths of one percent of the current value of the first $50 million of
the net assets of the Portfolio, sixty-five one-hundredths of one percent of
the current value of the next $50 million of such assets and fifty
one-hundredths of one percent of the current value of such assets which exceed
$100 million. Such compensation shall be payable at such intervals, not more
frequently than monthly and not less frequently than quarterly, as the Board of
Directors of the Fund may from time to time determine and specify in writing to
the Manager. Such compensation shall be calculated on the basis of the
aggregate of the averages of all the valuations of the net assets of the
Portfolio made as of the close of business on each valuation day during the
period for which such compensation is paid.

-4-
<PAGE> 5

-5-
<PAGE> 6

either a majority of the Board of Directors of the Fund or a majority of the
outstanding voting securities of the Portfolio (as defined in the Investment
Company Act of 1940). Shareholder approval shall be effective with respect to
any Portfolio vote for the approval, notwithstanding that a majority of the
outstanding voting securities of the Fund or of the other portfolios have not
voted for approval.

-6-
<PAGE> 7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL VARIABLE
LIFE SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------------------ ------------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

Attest: NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ ------------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ ------------------------------
John M. Bremer, Secretary James D. Ericson, President

-7-

<PAGE> 1
EXHIBIT 99.B5(k)

INVESTMENT ADVISORY AGREEMENT

WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.

NOW, THEREFORE, it is mutually agreed as follows:

<PAGE> 2

-2-
<PAGE> 3

-3-
<PAGE> 4

one-hundredths of one percent of the current value of the first $50 million of
the net assets of the Portfolio, fifty one-hundredths of one percent of the
current value of the next $50 million of such assets and forty one-hundredths
of one percent of the current value of such assets which exceed $100 million.
Such compensation shall be payable at such intervals, not more frequently than
monthly and not less frequently than quarterly, as the Board of Directors of
the Fund may from time to time determine and specify in writing to the Manager.
Such compensation shall be calculated on the basis of the aggregate of the
averages of all the valuations of the net assets of the Portfolio made as of
the close of business on each valuation day during the period for which such
compensation is paid.

-4-
<PAGE> 5

-5-
<PAGE> 6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest: NORTHWESTERN MUTUAL
VARIABLE LIFE SERIES FUND, INC.

MERRILL C. LUNDBERG By: JAMES D. ERICSON
- ------------------------------ ----------------------------------
Merrill C. Lundberg, Secretary James D. Ericson, President

Attest: NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.

MERRILL C. LUNDBERG By: MARK G. DOLL
- ------------------------------ ----------------------------------
Merrill C. Lundberg, Secretary Mark G. Doll, President

Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

JOHN M. BREMER By: JAMES D. ERICSON
- ------------------------------ ----------------------------------
John M. Bremer, Secretary James D. Ericson, President

-6-