RegAlert2008-10-22
Added · Updated
SEC Division of Investment Management staff letter: Northwestern Mutual Series Fund, Inc.
The Division of Investment Management will not recommend enforcement action under Sections 17(a), 17(d), and 12(d)(3) of the Investment Company Act of 1940 if Northwestern Mutual Series Fund, Inc. and its parent, The Northwestern Mutual Life Insurance Company, enter into a Capital Support Agreement. The agreement obligates Northwestern Mutual to make cash contributions to the Fund to maintain a market-based net asset value per share of no less than $0.995 if the Fund realizes losses on specified securities. Northwestern Mutual receives no shares or compensation for these contributions, and the Fund must sell the securities upon the agreement's termination or a downgrade of Northwestern Mutual's financial strength ratings. This relief applies exclusively to these entities and does not extend to other funds.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENT
October 22, 2008
Joan Ohlbaum Swirsky
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Re: Northwestern Mutual Series Fund, Inc.-Money Market Portfolio (File No. 811-03990) Dear Ms. Swirsky:
Your letter of September 24, 2008 requests our assurance that we would not recommend that the Commission take any enforcement action under Sections 17(a)1 , 17(di and 12(d)(3i of the Investment Company Act of 1940 (the "Act"), and the rules thereunder, ifNorthwestern Mutual Series Fund, Inc. (''NMSF'') on behalfofits series the Money Market Portfolio (the "Fund"), and The Northwestern Mutual Life Insurance Company (''Northwestern Mutual"), enter into the arrangement summarized below and more fully described in the letter. Mason Street Advisors, LLC (the "Adviser") is an investment adviser registered under the Investment Advisers Act of 1940 and is the Fund's investment adviser. Northwestern Mutual is the parent company ofthe Adviser and the sole shareholder ofthe Fund which serves as an investment vehicle for Northwestern Mutual's variable life or variably annuity products.
Section 17(a)(1) generally makes it unlawful for any affiliated person of a registered investment
company, or an affiliated person of such person, acting as principal, to knowingly sell any security or other property to the registered investment company. 2 Section 17(d) generally makes it unlawful for any affiliated person of a registered investment company, or any affiliated person of such a person, acting as principal, to effect any transaction in which the registered investment company is a joint or joint and several participant with such person in contravention ofrules and regulations adopted by the Commission.
Section 12(d)(3) generally makes it unlawful for any registered investment company to acquire
any security issued by, or any interest in the business of, any broker-dealer, any person engaged in the business ofunderwriting, or an investment adviser of an investment company, or an investment adviser registered under the Investment Advisers Act of 1940.
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