CUSTOM VARIABLE UNIVERSAL LIFE - …media.nmfn.com/pdf/life_cvul.pdfTHE NORTHWESTERN MUTUAL LIFE...

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

May 1, 2018

Flexible Premium Variable Universal Life Insurance Policy

PROSPECTUSESCustom Variable Universal Life Northwestern Mutual Series Fund, Inc.Fidelity® VIP Mid Cap Portfolio Service Class 2Fidelity® VIP Contrafund® Portfolio Service Class 2Neuberger Berman AMT Sustainable Equity PortfolioRussell Investment FundsRussell Investment Funds – LifePoints® Variable Target Portfolio SeriesCredit Suisse Trust Commodity Return Strategy Portfolio

CUSTOM VARIABLE UNIVERSAL LIFE

71-0049-09 (0107)

GO PAPERLESS!See back cover for details.

Table of Contents

Variable Product Prospectus

Page LabelCustom Variable Universal Life 1

Summary Prospectuses

Northwestern Mutual Series Fund, Inc. Page LabelGrowth Stock Portfolio NMSF-1Focused Appreciation Portfolio NMSF-4Large Cap Core Stock Portfolio NMSF-7Large Cap Blend Portfolio NMSF-10Index 500 Stock Portfolio NMSF-13Large Company Value Portfolio NMSF-16Domestic Equity Portfolio NMSF-19Equity Income Portfolio NMSF-22Mid Cap Growth Stock Portfolio NMSF-25Index 400 Stock Portfolio NMSF-28Mid Cap Value Portfolio NMSF-31Small Cap Growth Stock Portfolio NMSF-34Index 600 Stock Portfolio NMSF-38Small Cap Value Portfolio NMSF-41International Growth Portfolio NMSF-45Research International Core Portfolio NMSF-48International Equity Portfolio NMSF-52Emerging Markets Equity Portfolio NMSF-55Government Money Market Portfolio NMSF-59Short-Term Bond Portfolio NMSF-62Select Bond Portfolio NMSF-66Long-Term U.S. Government Bond Portfolio NMSF-69Inflation Protection Portfolio NMSF-73High Yield Bond Portfolio NMSF-77Multi-Sector Bond Portfolio NMSF-80Balanced Portfolio NMSF-85Asset Allocation Portfolio NMSF-90

Fidelity® Variable Insurance Products Page LabelVIP Mid Cap Portfolio FI-1VIP Contrafund® Portfolio FI-7

Neuberger Berman Advisers Management Trust Page LabelSustainable Equity Portfolio NB-1

Russell Investment Funds Page LabelU.S. Strategic Equity Fund RIF-1U.S. Small Cap Equity Fund RIF-7Global Real Estate Securities Fund RIF-13International Developed Markets Fund RIF-19Strategic Bond Fund RIF-27

Russell Investment Funds LifePoints® Variable Target Portfolio Series Page LabelModerate Strategy Fund RLP-1Balanced Strategy Fund RLP-9Growth Strategy Fund RLP-17Equity Growth Strategy Fund RLP-25

Credit Suisse Trust Page LabelCommodity Return Strategy Portfolio CST-1

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P r o s p e c t u sMay 1, 2018

Custom Variable Universal LifeIssued by The Northwestern Mutual Life Insurance Company

and Northwestern Mutual Variable Life Account II

This prospectus describes a flexible premium variable universal life insurance policy (the “Policy”) issued by TheNorthwestern Mutual Life Insurance Company. The Policy is designed to provide a Life Insurance Benefit upon the death ofthe Insured and is not suitable for short-term investment. You should consider the Policy in conjunction with other insuranceyou own. Replacing your existing life insurance with this Policy may not be to your advantage. In addition, it may not beto your advantage to finance the purchase or maintenance of this Policy through a loan or through withdrawals fromanother policy. Please consult your Financial Representative.

You may choose to invest your Net Premiums in up to 30 Divisions of the Northwestern Mutual Variable Life Account II (the“Separate Account”). Each Division of the Separate Account invests exclusively in shares of a single series of a Fund (a“Portfolio”). Each Portfolio available as an investment option under the Policy is identified below:

Northwestern Mutual Series Fund, Inc.Growth Stock PortfolioFocused Appreciation PortfolioLarge Cap Core Stock PortfolioLarge Cap Blend PortfolioIndex 500 Stock PortfolioLarge Company Value PortfolioDomestic Equity PortfolioEquity Income PortfolioMid Cap Growth Stock PortfolioIndex 400 Stock PortfolioMid Cap Value PortfolioSmall Cap Growth Stock PortfolioIndex 600 Stock PortfolioSmall Cap Value PortfolioInternational Growth PortfolioResearch International Core PortfolioInternational Equity PortfolioEmerging Markets Equity PortfolioGovernment Money Market PortfolioShort-Term Bond PortfolioSelect Bond PortfolioLong-Term U.S. Government Bond PortfolioInflation Protection PortfolioHigh Yield Bond PortfolioMulti-Sector Bond PortfolioBalanced PortfolioAsset Allocation Portfolio

Fidelity® Variable Insurance ProductsVIP Mid Cap PortfolioVIP Contrafund® Portfolio

Neuberger Berman Advisers Management TrustSustainable Equity Portfolio

Russell Investment FundsU.S. Strategic Equity FundU.S. Small Cap Equity FundGlobal Real Estate Securities FundInternational Developed Markets FundStrategic Bond Fund

Russell Investment Funds LifePoints®

Variable Target Portfolio SeriesModerate Strategy FundBalanced Strategy FundGrowth Strategy FundEquity Growth Strategy Fund

Credit Suisse TrustCommodity Return Strategy Portfolio

Please note that the Policy and the Portfolios are not guaranteed to achieve their goals;are not federally insured; are not bank deposits; are not endorsed by any bank or government agency;

and are subject to risks, including loss of the principal amount invested.This Policy is subject to the laws of the state in which the Policy is issued. Some of the terms of the Policy may differfrom the terms of the Policy delivered in another state because of state specific legal requirements but all materialstate variations are noted. Other areas where state specific Policy provisions may apply include, but are not limited to:

• certain investment options and certain Policy features;• free look rights, including the length of free look period and refund amounts; and• portfolio transfer rights.

Please carefully read this prospectus and the accompanying prospectuses for the corresponding Portfolios and keep themfor future reference. These prospectuses provide information that you should know before investing in the Policy. No

person is authorized to make any representation in connection with the offering of the Policy other than those containedin these prospectuses.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved the Policy or passed upon theadequacy of this prospectus. Any representation to the contrary is a criminal offense.

Our Distributor may limit sales of the Policy to certain government entities and government entity plans.

Contents of this ProspectusPage

SUMMARY OF POLICY BENEFITS AND RISKS . . . . . . . 1Benefits of the Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Surrenders, Withdrawals and Loans . . . . . . . . . . . . . . . . . 1Income Plan Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Allocation of Premiums and Invested Assets . . . . . . . . . . 1Optional Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Right to Return Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Risks of the Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Policy for Long-Term Protection . . . . . . . . . . . . . . . . . . . 2Investment Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Default Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Policy Lapse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Policy Loan Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Limitations on Access to Your Values . . . . . . . . . . . . . . . 2Adverse Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . 2Risk of an Increase in Current Fees and Expenses . . . . . . 2

FEE AND EXPENSE TABLES . . . . . . . . . . . . . . . . . . . . . . . 3Transaction Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Periodic Charges (Other than Portfolio Operating Expenses) . . 4Annual Portfolio Operating Expenses . . . . . . . . . . . . . . . . . 8

NORTHWESTERN MUTUAL . . . . . . . . . . . . . . . . . . . . . . . . 8THE SEPARATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . 9THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Northwestern Mutual Series Fund, Inc. (the “Series Fund”) . . . 10Fidelity® Variable Insurance Products . . . . . . . . . . . . . . . . . 11Neuberger Berman Advisers Management Trust . . . . . . . . . 11Russell Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Credit Suisse Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Payments We Receive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

INFORMATION ABOUT THE POLICY . . . . . . . . . . . . . . . . 13Purchasing a Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Specified Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13When Insurance Coverage Takes Effect . . . . . . . . . . . . . . . 13Right to Return Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Ownership Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Exchange for a Fixed Benefit Policy . . . . . . . . . . . . . . . . . . 14Modifying the Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Allocating Premiums to the Separate Account . . . . . . . . . . . 15

Initial Allocation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Policy Value and Invested Assets . . . . . . . . . . . . . . . . . . . . . 16Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Life Insurance Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Death Benefit Options . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Minimum Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . 17Changing Death Benefit Options . . . . . . . . . . . . . . . . . . . 17Death Benefit Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 18Guaranteed Minimum Death Benefit . . . . . . . . . . . . . . . . 18Death Benefit Guarantee Test . . . . . . . . . . . . . . . . . . . . . 18Benchmark Premium Test . . . . . . . . . . . . . . . . . . . . . . . . 18Benchmark Cash Value Test . . . . . . . . . . . . . . . . . . . . . . 19Extension of Death Benefit Guarantee Period . . . . . . . . . 19Termination of Death Benefit Guarantee For Failure to

Meet Death Benefit Guarantee Test . . . . . . . . . . . . . . . 19

Page

Income Plan Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Payment Frequency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Increase of Monthly Income . . . . . . . . . . . . . . . . . . . . . . 20

Surrender and Withdrawals of Policy Value . . . . . . . . . . . 20Surrender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Policy Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Termination and Reinstatement . . . . . . . . . . . . . . . . . . . . . 22Reinvestments After Surrender or Withdrawal . . . . . . . . . 22Fixed Paid-Up Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 23Optional Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Other Policy Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 25

Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Short-Term and Excessive Trading . . . . . . . . . . . . . . . . 25Dollar-Cost Averaging . . . . . . . . . . . . . . . . . . . . . . . . . . 27Portfolio Rebalancing . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Allocation Models . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Substitution of Portfolio Shares and Other Changes . . . 27

Charges and Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Premium Expense Charges . . . . . . . . . . . . . . . . . . . . . . . 27Monthly Policy Charges and Service Charges . . . . . . . . 28

Other Policy Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Naming a Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Suicide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Misstatement of Age or Sex . . . . . . . . . . . . . . . . . . . . . . 30Collateral Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 30Deferral of Determination and Payment . . . . . . . . . . . . . 30Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Reports and Financial Statements . . . . . . . . . . . . . . . . . . . . 31Householding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Abandoned Property Requirements . . . . . . . . . . . . . . . . . . 31Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Speculative Investing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Owner Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Illustrations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 32General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Life Insurance Qualification . . . . . . . . . . . . . . . . . . . . . . 32Tax Treatment of Life Insurance . . . . . . . . . . . . . . . . . . 33Modified Endowment Contracts (MEC) . . . . . . . . . . . . 34Estate Tax and Generation Skipping Taxes . . . . . . . . . . 35Business-Owned Life Insurance . . . . . . . . . . . . . . . . . . . 35Policy Split Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Split Dollar Arrangements . . . . . . . . . . . . . . . . . . . . . . . 36Valuation of Life Insurance . . . . . . . . . . . . . . . . . . . . . . 36Other Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . 36

DISTRIBUTION OF THE POLICY . . . . . . . . . . . . . . . . . . . 37GLOSSARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 40APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Summary of Policy Benefits and RisksThe Policy is a flexible premium variable universal lifeinsurance policy that provides life insurance protection in theevent of the death of the Insured. The Life Insurance Benefitpayable to the beneficiary may vary and your Policy Value willvary based on the investment performance of the Divisions youchoose. You may make withdrawals and loans from your PolicyValue subject to certain conditions described in the Policy andthis prospectus. You may surrender the Policy at any time. Wedo not guarantee any minimum Policy Value or Cash SurrenderValue. You could lose some or all of your money.

This summary describes the Policy’s important benefits andrisks. More complete information is included elsewhere in thisprospectus, in the Portfolio prospectuses and in the Policy.Unless clear from their context or otherwise appropriate, allof the capitalized terms used in this prospectus are defined atthe end of this prospectus in the Glossary of Terms.

Benefits of the Policy

Death Benefit The primary benefit of the Policy is the lifeinsurance protection that it provides. The Policy offers threeDeath Benefit options:

Option A—Specified Amount;Option B—Specified Amount plus Policy Value; andOption C—Specified Amount plus Cumulative

Premiums Paid minus Cumulative Withdrawals.

Under each of these options, you select the Specified Amountsubject to our limits described in the section “SpecifiedAmount.” The current minimum Specified Amount is$100,000 for Issue Ages 15-59 and $50,000 for all other IssueAges. We increase the Death Benefit, if necessary, in order forthe Policy to meet minimum Death Benefit requirementsunder the Code. We also offer a Death Benefit Guaranteeunder which you select a Death Benefit Guarantee Period (upto the lifetime of the Insured) during which the Policy isguaranteed not to terminate provided certain conditions aremet. After a Policy is issued, you may change your DeathBenefit option or decrease the Specified Amount, upon writtenrequest, subject to our approval. A Death Benefit optionchange may result in changes to or termination of the DeathBenefit Guarantee. You also may elect to change the Policy toFixed Paid-Up insurance subject to certain conditionsdescribed in the section “Fixed Paid-Up Insurance.”

Surrenders, Withdrawals and Loans You may surrenderyour Policy for the Cash Surrender Value, which takes intoaccount a surrender charge during the first ten Policy Years.You may also withdraw part of your Policy Value, subject tocertain conditions. In addition, you may borrow up to amaximum of 90% of the excess of your Policy Value over anyapplicable surrender charge, less any existing Policy Debt onthe date of the loan. Withdrawals and loans reduce your CashSurrender Value and Death Benefit, may have a negativeimpact on your Death Benefit Guarantee and increase the riskthat your Policy will lapse. Surrenders, withdrawals, and loansalso may have adverse tax consequences.

Income Plan Options Life Insurance Benefit and surrenderproceeds are payable in a lump sum or under one of the fixedIncome Plan options we offer. More detailed informationconcerning these options is included elsewhere in thisprospectus.

Allocation of Premiums and Invested Assets Withinlimits, you control the amount and timing of PremiumPayments. You may direct the allocation of your PremiumPayments among Divisions of the Separate Account, changeyour investment selections, and transfer Invested Assetsamong the Divisions subject to certain limitations. You alsomay make automatic transfers using our Dollar CostAveraging and Portfolio Rebalancing programs. In most cases,an initial Premium Payment will be required (see “InformationAbout the Policy—Purchasing the Policy”).

Optional Benefits Three optional benefits are availableunder the Policy:

• the Waiver Benefit: Payment of Specified MonthlyCharges Upon Total Disability;

• the Waiver Benefit: Payment of Selected MonthlyPremium Upon Total Disability; and

• the Additional Purchase Benefit.

You may select either the Payment of Specified MonthlyCharges Upon Total Disability Benefit or the Payment ofSelected Monthly Premium Upon Total Disability Benefit, butnot both. These optional benefits are not available for all IssueAges and underwriting classifications. (See “OptionalBenefits”). The waiver benefits may be elected for an Insuredbetween Attained Ages 0 and 59, subject to underwriting. TheAdditional Purchase Benefit may be elected for an Insuredbetween Attained Ages 0 and 38, subject to underwriting.

Right to Return Policy You may return the Policy for arefund within 10 days (or later where required by state law)after you receive it by returning the Policy to us at our HomeOffice or to your Financial Representative. The amount ofyour refund will equal the sum of (a) the Invested Assetsunder the Policy on the date we receive the returned Policy ora written cancellation request at our Home Office plus (b) anypreviously deducted Premium Expense Charge, MonthlyPolicy Charges and Service Charges, unless state law requiresotherwise. (See “Information About the Policy-Right toReturn Policy”). A complete explanation of your right toreturn the Policy may be found on the face page of yourPolicy.

Tax Considerations Your Policy is structured to meet thedefinition of a life insurance contract under the Code. We mayneed to limit the amount of Premium Payments you makeunder the Policy to ensure that your Policy continues to meetthat definition. Current federal tax law generally excludes allDeath Benefits of a life insurance policy from the grossincome of the beneficiary. In addition, you generally are notsubject to taxation on any increase in the Policy Value until a

Custom Variable Universal Life Prospectus 1

withdrawal is made or the Policy is surrendered or otherwiseterminated, and you will be able to transfer Invested Assetsamong the Divisions of the Separate Account tax free. Generally,you are taxed at ordinary income rates on surrender andwithdrawal proceeds only if those amounts, when added to allprevious distributions, exceed the total Premium Payments made.

Risks of the Policy

Policy for Long-Term Protection Your Policy is designed toserve your long-term life insurance protection need. It is notsuitable for short-term life insurance protection nor for short-terminvesting.

Investment Risk Your Policy Value will fluctuate with theperformance of the Divisions among which you allocate yourInvested Assets. Amounts you allocate among the Divisions maygrow in value, decline in value, or grow less than you expectdepending on the investment performance of the correspondingPortfolios. Your Invested Assets are not guaranteed, and you canlose money. Depending on any Death Benefit Guarantee ineffect, you may be required to pay more premiums thanoriginally planned in order to keep the Policy in force.

A comprehensive discussion of the investment objectives andrisks of each Portfolio may be found in each Portfolio’sprospectus. There is no assurance that any Portfolio willachieve its stated investment objective. The Policy is notdesigned for frequent or short-term trading.

Default Risk Because certain guarantees under the Policy areguaranteed by the Company’s General Account assets, the abilityto make good on these guarantees depends on the financialstrength and claims-paying ability of the Company. Therefore,guaranteed benefits in excess of Invested Assets in the SeparateAccount are subject to the risk of default to the extent theCompany is unable to satisfy some or all of these guarantees.

Policy Lapse Insufficient Premium Payments, poor investmentresults, withdrawals, unpaid loans, or loan interest may cause yourPolicy to lapse, meaning you will no longer have any life insurancecoverage. If, on a Monthly Processing Date, the Cash SurrenderValue (which takes into account any applicable surrender charge)is not enough to pay the Monthly Policy Charge, your Policy willenter a 61-day grace period, unless the Death Benefit Guarantee isin effect. If your Policy enters a grace period, we will notify youthat the Policy will lapse (terminate without value) at the end of thegrace period unless you make a sufficient payment. Your Policymay be reinstated within three years (or longer if required by statelaw) after it has lapsed, subject to certain conditions.

Policy Loan Risks A Policy loan, whether or not repaid, willaffect your Policy Value over time because the amountsborrowed do not participate in the investment performance of theDivisions; in addition, a charge is deducted from your PolicyValue each month while there is Policy Debt. The Life InsuranceBenefit is reduced by the amount of any outstanding Policy Debt.If you surrender the Policy or allow it to lapse while Policy Debtis outstanding, the amount of Policy Debt, to the extent it has notpreviously been taxed, will be considered as an amount youreceived and taxed accordingly. Policy Debt reduces the CashSurrender Value and increases the risk that your Policy will lapse.

Limitations on Access to Your Values We will deduct asurrender charge if you surrender your Policy in the first tenPolicy Years. Even if you have Invested Assets, it is possiblethat you will receive no Cash Surrender Value if you surrenderthe Policy in the first ten Policy Years. You should purchasethe Policy only if you have the financial ability to keep it inforce for a substantial period of time. You should not purchasethe Policy if you intend to surrender all or part of your Policyin the near future.

Even if you do not ask to surrender the Policy, surrendercharges may play a role in determining whether the Policywill lapse, because surrender charges affect the CashSurrender Value, which is a measure we use to determinewhether your Policy will enter a grace period (and possiblylapse). See “Policy Lapse” above.

You may withdraw a portion of the Cash Surrender Value,subject to limitations on the amount that may be withdrawn.(See “Withdrawals”). A withdrawal will reduce the CashSurrender Value and Life Insurance Benefit. The minimumamount of a withdrawal is $250.

Adverse Tax Consequences Our understanding of theprincipal tax considerations for the Policy under current taxlaw is set forth in this prospectus. A surrender, loan, orwithdrawal may have tax consequences. There are areas ofsome uncertainty under current law, and we do not address thelikelihood of future changes in the law or interpretationsthereof. Among other risks, your Policy may become amodified endowment contract. A modified endowmentcontract (“MEC”) is a life insurance contract that is taxed lessfavorably on lifetime distributions than other life insurancecontracts because the contract is considered too investmentoriented. Generally, a Policy may be classified as a MEC ifcumulative premiums paid during a seven-pay period exceed a“seven-pay” limit defined in the Internal Revenue Code.Distributions, including loans, from a Policy classified as aMEC are taxable to the extent of the gain in the Policy andmay be subject to a 10% premature withdrawal penalty iftaken before the Owner attains age 591⁄2. Moreover, excessivePolicy loans could cause a Policy to terminate withinsufficient value to pay the tax due upon termination. DeathBenefit proceeds may be subject to state and/or inheritancetaxes. (See “Tax Considerations”).

Risk of an Increase in Current Fees and Expenses Certaininsurance charges are currently assessed at less than theirmaximum levels. We may increase these current charges inthe future up to the guaranteed maximum levels, based on theCompany’s emerging experience or future expectations, asdetermined in its sole discretion, with respect to, but notlimited to, mortality, expenses, reinsurance costs, taxes,persistency, capital requirements, reserve requirements, andchanges in applicable laws. Although some Funds may haveexpense limitation agreements, the operating expenses of thePortfolios are not guaranteed and may increase or decreaseover time. If fees and expenses are increased, you may need toincrease the amount and/or frequency of Premium Paymentsto keep the Policy in force.

2 Custom Variable Universal Life Prospectus

Fee and Expense TablesThe following tables describe the fees and expenses that are payable when you buy, own, and surrender the Policy. See “Chargesand Deductions” for a more detailed description.

Transaction Fees

The table below describes the fees and expenses that are payable at the time that you buy the Policy, make Premium Payments,surrender the Policy, make withdrawals, transfer Invested Assets among the Divisions, or make certain changes to the Policy.

Amount Deducted

Charge When Charge is Deducted Current Charge Guaranteed Maximum Charge

Premium Tax Charge Upon each PremiumPayment

2% of Premium Payment No maximum—Chargesmay increase to reflectactual costsFederal Deferred

Acquisition CostCharge1

Upon each PremiumPayment

0.85% of Premium Payment

Sales Load Upon each PremiumPayment

5.20% of premium up to Target Premium2 in PolicyYears 1-10; 1.70% of premium up to TargetPremium in Policy Years 11 and beyond; and 1.70%of premium in excess of Target Premium for eachPolicy Year

Same as current charge

Surrender Charge3 Upon surrender or changeto fixed paid-upinsurance during the firstten Policy Years

Maximum Charge4 50% in Policy Years 1-5 of the premium paid in thefirst Policy Year up to the Target Premium, gradingdown monthly in Policy Years 6-10 to 0%


Minimum Charge5 13% in Policy Years 1-5 of the premium paid in thefirst Policy Year up to the Target Premium, gradingdown monthly in Policy Years 6-10 to 0%


Charge for InsuredIssue Age 35

50% in Policy Years 1-5 of the premium paid in thefirst Policy Year up to the Target Premium, gradingdown monthly in Policy Years 6-10 to 0%


Withdrawal Fee Upon withdrawal Currently waived $25.00

Transfer Fee Upon transfer Currently waived $25.00

Change in DeathBenefitOption Fee

Upon change in DeathBenefit option

Currently waived $25.00

Reduction inSpecifiedAmount Fee

Upon reduction inSpecified Amount

Currently waived $25.00 per change after firstdecrease in a Policy Year

Expedited DeliveryCharge6

When express maildelivery is requested

$15 per delivery (up to $45 for next day, a.m.delivery)

$50 per delivery (up to $75for next day, a.m. delivery)adjusted for inflation7

Wire Transfer Fee6 When a wire transfer isrequested

$25 per transfer (up to $50 for international wires) $50 per transfer (up to $100for international wires)adjusted for inflation7

1 This charge was previously referred to as the “OBRA Expense Charge” or “Other Premium Expense Charge.” Due to a federal tax law change under theOmnibus Budget Reconciliation Act of 1990, as amended (“OBRA”), insurance companies are generally required to capitalize and amortize certain acquisitionexpenses rather than currently deduct such expenses. Due to this capitalization and amortization, the corporate income tax burden on insurance companies hasbeen affected. This charge compensates us for the additional corporate income tax burden resulting from OBRA.

2 The Target Premium is a hypothetical annual premium which is based on the Specified Amount, Death Benefit option, Death Benefit Guarantee Period, anyoptional benefits, and characteristics of the Insured, such as factors including but not limited to Issue Age, sex, and underwriting classification. Please see“Target Premium” in the Glossary of Terms.


3 The initial surrender charge percentage varies by Issue Age and remains level between Policy Years one through five, and declines monthly in Policy Years sixthrough ten to zero. The surrender charge shown in the table may not be representative of the charge a particular Owner would pay. For more information onthe surrender charge, see “Charges and Deductions—Monthly Policy Charges and Service Charges” in this prospectus. Your Policy schedule pages willindicate the maximum charge under your Policy.

4 The maximum Surrender Charge assumes that the Insured has the following characteristic: Issue Ages 0-54.5 The minimum Surrender Charge assumes that the Insured has the following characteristic: Issue Age 75.6 This fee may increase over time to cover our administrative or other costs but will not exceed the maximum charge. We may discontinue this service at any

time, with or without notice.7 The Guaranteed Maximum Charges are subject to a consumer price index adjustment in order to accommodate future increases in the costs associated with

these requests. The maximum charge will equal the Guaranteed Maximum Charge shown above multiplied by the CPI for the fourth month prior to the time ofthe charge, divided by the CPI for April, 2009. “CPI” means the Consumer Price Index for All Urban Consumers, United States City Average, All Items, aspublished by the United States Bureau of Labor Statistics. If the method for determining the CPI is changed, or it is no longer published, it will be replaced bysome other index found by the Company to serve the same purpose.

Periodic Charges (Other than Portfolio Operating Expenses)1

The Table below describes the fees and expenses that you will pay periodically during the time that you own the Policy other thanthe operating expenses for the Portfolios. Certain charges applicable to your Policy depend on your Policy Date and/or whetheryour Policy has passed your Policy Anniversary in 2018. Please see “Policy Anniversary” and “Policy Date” in the Glossary ofTerms to help you understand how they will affect the charges applicable to your Policy.

Amount Deducted


Cost of InsuranceCharge2

Monthly, on eachMonthly Processing Date

Maximum Charge3 $83 (monthly) per $1,000 of net amount at risk Same as current charge

Minimum Charge4 Your current charge depends on the Policy Date ofyour Policy.

Is the Policy Date on your Policy prior to January 1,2018?

If your answer is “No” your current charge is$0.007 (monthly) per $1,000 net amount at risk

If your answer is “Yes” please answer thefollowing question:

Have you passed your 2018 Policy Anniversary?

If your answer is “Yes” your current charge is$0.007 (monthly) per $1,000 net amount at risk

If your answer is “No” your current charge is$0.008 (monthly) per $1,000 net amount at risk

$0.02 (monthly) per $1,000of net amount at risk

Charge for InsuredIssue Age 35, Male,Premier Non-Tobaccounderwritingclassification5

$0.02 (monthly) per $1,000 of net amount at risk inthe first Policy Year (varies by Policy Year)5

$0.09 (monthly) per $1,000of net amount at risk in thefirst Policy Year (varies byPolicy Year)5

Mortality andExpense Risk Charge


0.19% annually (0. 01583% monthly rate) ofInvested Assets for Policy Years 1-10

0.05% annually (0. 00417% monthly rate) ofInvested Assets for Policy Years 11-20

0.00% annually (0.00000% monthly rate) ofInvested Assets for Policy Years 21 and above

All Policy Years: 0.60%annually (0.050% monthlyrate) of Invested Assets

AdministrativeCharge


Maximum Charge6 $27 (monthly) for Policy Years 1-10;$8 (monthly) for Policy Years 11 and above

$41 (monthly) for PolicyYears 1-10; $16 (monthly)for Policy Years 11 andabove


Amount Deducted


Minimum Charge7 $9 (monthly) for Policy Years 1-10;$5 (monthly) for Policy Years 11 and above


Charge for InsuredIssue Age 35, PremierNon-Tobaccounderwritingclassification

$13 (monthly) for Policy Years 1-10;$6 (monthly) for Policy Years 11 and above


Deferred SalesCharge8

Monthly, on eachMonthly Processing Dateduring the first ten PolicyYears

Maximum Charge9 1.35% (monthly) of premium paid in the first PolicyYear up to Target Premium for Policy Years 1-10

1.35% of premium paid inthe first Policy Year up toTarget Premium for PolicyYears 1-10

Minimum Charge10 1.075% of premium paid in the first Policy Year upto Target Premium for Policy Years 1-10



1.179% of premium paid in the first Policy Year upto Target Premium for Policy Years 1-10


Death BenefitGuarantee Charge

Monthly, on eachMonthly Processing Datewhen the Death BenefitGuarantee is in force

$0.01 per $1,000 of Guaranteed Minimum DeathBenefit

$0.02 per $1,000 ofGuaranteed Minimum DeathBenefit

Policy Debt ExpenseCharge11

Monthly, on eachMonthly Processing Datewhen there is Policy Debt

When the Insured is Attained Age 99 and below:

For Policy Dates 1/1/2016 and later:

0.90% annually (0.075% monthly rate) of PolicyDebt for Policy Years 1-10,

0.75% annually (0.0625% monthly rate) of PolicyDebt for Policy Years 11-20,

0.20% annually (0.01667% monthly rate) of PolicyDebt for Policy Years 21 and above

For Policy Dates prior to 1/1/2016:

0.65% annually (0.05417% monthly rate) of PolicyDebt for Policy Years 1-10

0.50% annually (0.04167% monthly rate) of PolicyDebt for Policy Years 11-20

0.35% annually (0.02917% monthly rate) of PolicyDebt for Policy Years 21 and above

When the Insured is Attained Age 100 and above:

0.00% annually of Policy Debt

All Policy Years 2.00%annually (0.16667%monthly rate) of Policy Debt

Underwriting andIssue Charge12

Monthly, on eachMonthly Processing Dateduring the first ten PolicyYears

Maximum Charge13 $0.03 (monthly) per $1,000 of Initial SpecifiedAmount


Minimum Charge14 $0.005 (monthly) per $1,000 of Initial SpecifiedAmount



Amount Deducted



$0.007 (monthly) per $1,000 of Initial SpecifiedAmount


Payment of SelectedMonthly PremiumUpon Total DisabilityBenefit Charge15


Maximum Charge16 The greater of $0.04 (monthly) per $1.00 ofSelected Monthly Premium, or $0.06 (monthly) per$1.00 of Specified Monthly Charges

The greater of $0.09(monthly) per $1.00 ofSelected Monthly Premium,or $0.15 (monthly) per$1.00 of Specified MonthlyCharges

Minimum Charge17 $0.002 (monthly) per $1.00 of Selected MonthlyPremium

$0.007 (monthly) per $1.00of Selected MonthlyPremium

Charge for InsuredAttained Age 35,Premier Non-Tobaccounderwritingclassification18

$0.003 (monthly) per $1.00 of Selected MonthlyPremium

$0.01 per $1.00 of SelectedMonthly Premium

Payment of SpecifiedMonthly ChargesUpon Total DisabilityBenefit Charge19


Maximum Charge20 $0.06 (monthly) per $1.00 of Specified MonthlyCharges

$0.15 (monthly) per $1.00of Specified MonthlyCharges

Minimum Charge21 $0.002 (monthly) per $1.00 of Specified MonthlyCharges


Charge for InsuredAttained Age 35, Male,Premier Non-Tobaccounderwritingclassification

$0.003 (monthly) per $1.00 of Specified MonthlyCharges


Additional PurchaseBenefit Charge22


Maximum Charge23 $0.03 (monthly) per $1,000 of additional purchasebenefit amount

$0.13 (monthly) per $1,000of additional purchasebenefit amount

Minimum Charge24 Your current charge depends on the Policy Date ofyour Policy.


If your answer is “No” your current charge is$0.003 (monthly) per $1,000 of additionalpurchase benefit amount



If your answer is “Yes” your current charge is$0.003 (monthly) per $1,000 of additionalpurchase benefit amount




Amount Deducted


Charge for InsuredIssue Age 0

Your current charge depends on the Policy Date ofyour Policy.





If your answer is “Yes” your current charge is$0.02 (monthly) per $1,000 of additionalpurchase benefit amount



1 The charges described in this table may vary based upon one or more characteristics of the Policy, such as factors including but not limited to: Insuredunderwriting classification, Issue Age, sex, underwriting amount, Specified Amount, Target Premium, Policy Debt, and Policy Year (see “Charges andDeductions—Monthly Policy Charges and Service Charges” for more details regarding each charge). Therefore, the charges shown in the table may not berepresentative of the charges a particular Owner may pay. Your Policy schedule pages will indicate the guaranteed maximum charge for each periodic chargeunder your Policy. In addition, where appropriate, all charges in the table expressed in dollars have been rounded to the nearest dollar, and all amounts thatwould round to zero have been rounded to the nearest penny or less, as necessary. Please request an illustration from your Financial Representative forpersonalized information, including the particular charges applicable to your Policy. (See “Illustrations”). Unless otherwise noted, the charges in the tablerepresent the monthly rate. Please see “Policy Anniversary” and “Policy Date” in the Glossary of Terms to help you understand how they will affect thecharges applicable to your Policy.

2 The Cost of Insurance Charge will vary based on factors including but not limited to the Insured’s Issue Age, sex, underwriting classification, underwritingamount, and Policy Year. The Cost of Insurance Charges shown in the table may not be representative of the charges a particular Owner may pay. The netamount at risk is the difference between the Death Benefit and the Policy Value.

3 The Maximum Charge for the Cost of Insurance Charge assumes that the Insured has the following characteristic: Attained Age 120. Charges applicable to othercombinations of Policy Year and Insured characteristics may be the same as the charge shown for the Maximum Charge for the Cost of Insurance Charge.

4 For the Minimum Charge for the Cost of Insurance Charge, the Current Charge assumes that the Policy is in the first Policy Year, and that the Insured has thefollowing characteristics: Female, Issue Age 28, Premier Non-Tobacco underwriting classification. For the Minimum Charge for the Cost of Insurance Charge,the Guaranteed Maximum Charge assumes that the Insured has the following characteristic: Female, Issue Age 2-12, Premier Non-Tobacco underwritingclassification. Charges applicable to other combinations of Policy Year and Insured characteristics may be the same as the charge shown for the MinimumCharge for the Cost of Insurance Charge.

5 The amount of the Cost of Insurance Charge is determined by multiplying the net amount at risk by the cost of insurance rate (see “Charges and Deductions”).The net amount at risk is the difference between the Death Benefit (or the Guaranteed Minimum Death Benefit if the Policy is in force under the Death BenefitGuarantee) and the Policy Value. Generally, the cost of insurance rate will increase each Policy Year.

6 The Maximum Charge for the Administrative Charge assumes that the Insured has the following characteristics: Issue Age 75, substandard underwriting classification.7 The Minimum Charge for the Administrative Charge assumes that the Insured has the following characteristics: Issue Ages 0-15, standard underwriting classification.8 Because this charge is based on cumulative premiums paid at any point during the first Policy Year, this charge will vary depending on the amount and timing

of your premium payments during the first Policy Year.9 For the Maximum Charge for the Deferred Sales Charge, the Current Charge and the Guaranteed Maximum Charge assumes that the Insured has the following

characteristics: Issue Age 55, Class 2-9 Non-Tobacco underwriting classification. Charges applicable to other combinations of Policy Year and Insuredcharacteristics may be the same as the charge shown for the Maximum Charge for the Deferred Sales Charge.

10 The Minimum Charge for the Deferred Sales Charge assumes that the Insured has the following characteristics: Issue Age 75, Premier or PreferredNon-Tobacco underwriting classification.

11 This charge is in addition to the interest charged on any Policy Loan and is deducted from Invested Assets.12 The current minimum Specified Amount is $100,000 for Issue Ages 15-59 and $50,000 for all other Issue Ages.13 The Maximum Charge for the Underwriting and Issue Charge assumes that the Insured has the following characteristics: Issue Age 25, substandard

underwriting classification.14 The Minimum Charge for the Underwriting and Issue Charge assumes that the Insured has the following characteristics: Issue Age 55, standard underwriting

classification.15 The charges for the Payment of Selected Monthly Premium Upon Total Disability vary based on the Insured’s Attained Age, underwriting classification, and

“Selected Monthly Premium,” and may increase from year to year. Selected Monthly Premium is an amount the Owner selects subject to a maximumpermitted amount. The charges shown in the table may not be representative of the charges a particular Owner may pay. For substandard risks, the chargesmay be increased by a multiple of up to 4.5 times the standard rate. If selected, the Selected Monthly Premium Benefit provides, during the total disability ofthe Insured, for the payment of the greater of (1) the Selected Monthly Premium or (2) the amount needed to provide for the payment of the “SpecifiedMonthly Charges” (current Monthly Policy Charges excluding the Monthly Policy Debt Expense Charge and the charge for this benefit). (See “OptionalBenefits” for more information about this benefit.) The monthly charge for this benefit is the greater of the selected monthly premium rate times the SelectedMonthly Premium or the specified monthly charges rate times the Specified Monthly Charges. If this optional benefit is selected, the maximum rates are shownin your Policy.


16 The Maximum Charge for the Payment of Selected Monthly Premium Upon Total Disability Charge assumes that the Insured has the following characteristics:Attained Age 59, standard underwriting classification.

17 The Minimum Charge for the Payment of Selected Monthly Premium Upon Total Disability Charge assumes that the Insured has the following characteristics:Attained Ages 0-26, standard underwriting classification. This assumes the amount of the charge determined by the Selected Monthly Premium is greater thanthe amount of the charge determined by the Specified Monthly Charges.

18 This assumes the amount of the charge determined by the Selected Monthly Premium is greater than the amount of the charge determined by the SpecifiedMonthly Charges.

19 The charges for the Payment of Specified Monthly Charges Upon Total Disability vary based on the Insured’s Attained Age, underwriting classification, and “SpecifiedMonthly Charges,” and may increase from year to year. Specified Monthly Charges are the Monthly Policy Charges (excluding the Monthly Policy Debt ExpenseCharge and the charge for this benefit). The charges shown in the table may not be representative of the charges a particular Owner may pay. For substandard risks, thecharges may be increased by a multiple of up to 4.5 times the standard rate. If selected, the Specified Monthly Charges Benefit provides for the payment of SpecifiedMonthly Charges that come due during the total disability of the Insured. (See “Optional Benefits” for more information about this benefit.) The monthly charge for thisbenefit is the specified monthly charges rate times the Specified Monthly Charges. If this optional benefit is selected, the maximum rates are shown in your Policy.

20 The Maximum Charge for the Payment of Specified Monthly Charges Upon Total Disability Charge assumes that the Insured has the following characteristics:Attained Age 59, standard underwriting classification.

21 The Minimum Charge for the Payment of Specified Monthly Charges Upon Total Disability Charge assumes that the Insured has the following characteristics:Attained Ages 0-21, standard underwriting classification.

22 The charges for the Additional Purchase Benefit vary based on the Insured’s gender and Attained Age at the time the benefit is added to the policy. Thecharges shown in the table may not be representative of the charges a particular Owner may pay. The maximum Additional Purchase Benefit amount is thelesser of two times the Specified Amount and $150,000.

23 For Policies with a Policy Date after December 31, 2017 or Policies with a Policy Date prior to January 1, 2018 that have passed their Policy Anniversary in2018: The Current Charge for the Maximum Charge for the Additional Purchase Benefit Charge assumes that the Insured has the following characteristics:Male, Benefit added at Attained Age 11-15. For Policies with a Policy Date prior to January 1, 2018 that have not passed their Policy Anniversary in 2018:The Current Charge for the Maximum Charge for the Additional Purchase Benefit Charge assumes that the Insured has the following characteristics: Male,Benefit added at Attained Age 14-17. The Guaranteed Maximum Charge for the Additional Purchase Benefit Charge assumes that the Insured has thefollowing characteristics: Benefit added at Attained Age 38 for Male or Female.

24 For Policies with a Policy Date after December 31, 2017 or Policies with a Policy Date prior to January 1, 2018 that have passed their Policy Anniversary in2018: The Current Charge for the Minimum Charge for the Additional Purchase Benefit Charge assumes that the Insured has the following characteristics:Female, Benefit added at Attained Age 35-38. For Policies with a Policy Date prior to January 1, 2018 that have not passed their Policy Anniversary in 2018:The Current Charge for the Minimum Charge for the Additional Purchase Benefit Charge assumes that the Insured has the following characteristics: Female,Benefit added at Attained Age 0. The Guaranteed Maximum Charge for the Minimum Charge of the Additional Purchase Benefit Charge assumes that theInsured has the following characteristic: Male or Female, Benefit added at Attained Age 0.

Annual Portfolio Operating ExpensesThe table below shows the range (minimum and maximum) of total operating expenses, including investment advisory fees,distribution (12b-1) fees and other expenses of the Portfolios that you may pay periodically during the time you own the Policy.The first line of this table lists expenses that do not reflect fee waivers or expense limits and reimbursements, nor do they reflectshort-term trading redemption fees, if any, charged by the Portfolios. The information is based on operations for the year endedDecember 31,2017. More details concerning these fees and expenses are contained in the attached prospectuses for the Funds.

Minimum Maximum

Range of Total Annual Portfolio Operating Expenses (expenses include investment advisory fees, distribution(12b-1) fees, and other expenses as a percentage of average Portfolio assets) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.21% 1.40%

Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement* . . . . . . . 0.20% 1.12%

* The “Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement” line in the above table shows the minimum andmaximum fees and expenses charged by all of the Portfolios after taking into account contractual fee waiver or reimbursement arrangements in place. Thosecontractual arrangements are designed to reduce Total Annual Portfolio Operating Expenses for Owners and will continue for at least one year from the dateof this prospectus. For more information about which Portfolios currently have such contractual reimbursement or fee waiver arrangements in place, see theprospectuses of the underlying Funds.

For more information about voluntary fee waivers that may be in place, see the “Charges and Deductions” section.

Northwestern MutualThe Northwestern Mutual Life Insurance Company is amutual life insurance company organized by a special act ofthe Wisconsin Legislature in 1857. It is licensed to conduct aconventional life insurance business in the District ofColumbia and in all states of the United States. Its total assetswere over $265 billion as of December 31, 2017. The HomeOffice of Northwestern Mutual is located at 720 EastWisconsin Avenue, Milwaukee, Wisconsin 53202.

“Northwestern Mutual,” “Company,” “we,” “us,” and “our” inthis prospectus mean The Northwestern Mutual Life InsuranceCompany.

General Account assets are used to guarantee the payment ofcertain benefits under the Policy, including death benefits. Tothe extent that we are required to pay you amounts under thesebenefits that are in addition to Invested Assets in the SeparateAccount, such amounts will come from General Accountassets. Thus, Owners must look to the strength of theCompany and its General Account with regard to guaranteesunder the Policy. The General Account is exposed to the risksnormally associated with the operation of a life insurancecompany, including insurance pricing, asset liabilitymanagement and interest rate risk, operational risks, and the


investment risks of a portfolio of securities that consistslargely, though not exclusively, of fixed-income securities.Some of the risks associated with such a portfolio includeinterest rate, option, liquidity, and credit risk. The financial

statements contained in the Statement of Additional Informationinclude a further discussion of risks inherent within the GeneralAccount investments. The assets in the General Account aresubject to the claims of the Company’s general creditors.

The Separate AccountWe established the Separate Account by action of our Trusteeson March 22, 2006, in accordance with the provisions ofWisconsin insurance law. The Separate Account is registeredwith the SEC as a unit investment trust under the InvestmentCompany Act of 1940 (the “1940 Act”). We own the assets inthe Separate Account and we are obligated to pay all benefitsunder the Policies. We may use the Separate Account tosupport other variable life insurance policies we issue. Wehave divided the Separate Account into Divisions, each ofwhich invests in shares of one Portfolio of the Funds.

You may allocate the money you invest under your Policyamong the Divisions. Each Division corresponds to one of thePortfolios of the Funds. Under Wisconsin law, SeparateAccount assets are held separate from our other assets and arenot part of our General Account. Income, gains, and losses,whether or not realized, from assets allocated to the SeparateAccount will be credited to or charged against the SeparateAccount without regard to our other income, gains, or losses.Income, gains, and losses credited to, or charged against, aDivision reflect that Division’s own investment performanceand not the investment performance of our other assets. Wemay not use the Separate Account’s assets to pay any of ourliabilities other than those arising from the Policies and anyother variable life insurance Policies funded by the SeparateAccount. We may, however, use all of our assets (except thoseheld in certain other separate accounts) to satisfy ourobligations under your Policy.

Where permitted by law and subject to any required regulatoryapprovals or votes by Owners, we reserve the right to:

• operate the Separate Account or a Division either as a unitinvestment trust or a management investment companyunder the 1940 Act, or in any other form permitted by law, ifdeemed by the Company to be in the best interest of Owners;

• invest current and future assets of a Division in securitiesof another Portfolio as a substitute for shares of a Portfolioalready purchased or to be purchased;

• register or deregister the Separate Account under the 1940Act or change its classification under that Act;

• create new separate accounts;

• combine the Separate Account with any other separateaccount;

• transfer cash from time to time between the GeneralAccount and the Separate Account as deemed necessary orappropriate and consistent with the terms of the Policy,including but not limited to transfers for the deduction ofcharges and in support of payment options;

• transfer assets of the Separate Account in excess of reserverequirements applicable to the Policies supported by theSeparate Account to the General Account (Invested Assetsremaining in the Separate Account necessary to fulfill itsobligations under the Policy are not subject to claimsagainst or losses in the General Account);

• transfer the assets and liabilities of the Separate Account toanother separate account;

• add, delete or make substitutions for the securities andother assets held or purchased by the Separate Account;

• terminate and/or liquidate the Separate Account;

• restrict or eliminate any voting rights of Owners or otherpersons having voting rights as to the Separate Account;and

• make any changes to the Separate Account to conformwith, or required by any change in, federal tax law, the1940 Act and regulations promulgated thereunder, or anyother applicable federal or state laws.

In the event that we take any of these actions, we may makean appropriate endorsement of your Policy and take otheractions necessary to comply with applicable law.

The FundsA variety of investment options are made available under thePolicy for the allocation of Invested Assets. However, theCompany does not endorse or recommend any particularoption, nor does it provide investment advice. You areresponsible for choosing your investment options and shouldmake your choices based on your individual situation and risktolerances. After making your initial allocation decisions, you

should monitor your allocations and periodically review theoptions you select and the amounts allocated to each to ensureyour selections continue to be appropriate. The amounts youinvest in a particular Division are not guaranteed and, becauseboth principal and any return on the investment are subject tomarket risk, you can lose money.


The assets of each Division are invested in a correspondingPortfolio that is a series of one of the following mutual funds:Northwestern Mutual Series Fund, Inc.; Fidelity® VariableInsurance Products; Neuberger Berman Advisers ManagementTrust; Russell Investment Funds; and Credit Suisse Trust. TheSeparate Account buys shares of the Portfolios at theirrespective net asset values without sales charge. ThePortfolios are available for investment only by separateaccounts supporting variable insurance products and are notpublicly traded. Their performance can differ substantiallyfrom publicly traded mutual funds with similar names. Thespecific Portfolios available under your Policy may changefrom time to time, and not all Portfolios in which assets of theSeparate Account are invested may be available under yourPolicy. Your ability to invest in a Portfolio may be affected bythe actions of such Portfolio, such as when a Portfolio closes.

The investment objectives of each Portfolio are set forthbelow. There is no assurance that any of the Portfolios willachieve its stated objective(s). You can find more detailedinformation about the Portfolios, including a description ofeach Portfolio, in the attached Portfolio prospectuses.Read the prospectuses for the Portfolios carefully beforeinvesting. Please see the prospectuses for the Portfolios for adiscussion of the potential risks and conflicts presented by theuse of a Portfolio as an investment option under variableannuity contracts and variable life insurance policies offeredby affiliated and non-affiliated life insurance companies.Note: If you received a summary prospectus for a Portfoliolisted below, please follow the directions on the first page ofthe summary prospectus to obtain a copy of the full fundprospectus.

Northwestern Mutual Series Fund, Inc. (the “Series Fund”)

The principal investment adviser for the Portfolios of the Series Fund is Mason Street Advisors, LLC (“MSA”), our wholly-owned company. The investment advisory agreements for the respective Portfolios provide that MSA will provide services andbear certain expenses of the Series Fund. MSA employs a staff of investment professionals to manage the assets of the SeriesFund and the other advisory clients of MSA. We provide related facilities and personnel, which MSA uses in performing itsinvestment advisory functions. MSA has retained and oversees a number of asset management firms under investmentsub-advisory agreements to provide day-to-day management of the Portfolios indicated below. Each such sub-adviser may bereplaced without the approval of shareholders. Please see the attached prospectuses for the Series Fund for more information.

Portfolio Investment Objective Sub-adviser (if applicable)

Growth Stock Portfolio Long-term growth of capital; current incomeis a secondary objective

BNY Mellon Asset Management NorthAmerica Corporation

Focused Appreciation Portfolio Long-term growth of capital Loomis, Sayles & Company, L.P.

Large Cap Core Stock Portfolio Long-term growth of capital and income Wellington Management Company LLP

Large Cap Blend Portfolio Long-term growth of capital and income Fiduciary Management, Inc.

Index 500 Stock Portfolio Investment results that approximate theperformance of the Standard & Poor’s 500®

Composite Stock Price Index

N/A

Large Company Value Portfolio Long-term capital growth; income is asecondary objective

American Century Investment Management,Inc.

Domestic Equity Portfolio Long-term growth of capital and income Delaware Investments Fund Advisers, aseries of Macquarie InvestmentManagement Business Trust

Equity Income Portfolio Long-term growth of capital and income T. Rowe Price Associates, Inc.

Mid Cap Growth Stock Portfolio Long-term growth of capital Wellington Management Company LLP

Index 400 Stock Portfolio Investment results that approximate theperformance of the S&P MidCap 400®

Stock Price Index

N/A

Mid Cap Value Portfolio Long-term capital growth; current income isa secondary objective


Small Cap Growth Stock Portfolio Long-term growth of capital Wellington Management Company LLP

Index 600 Stock Portfolio Investment results that approximate theperformance of the Standard & Poor’sSmallCap 600® Index

N/A

Small Cap Value Portfolio Long-term growth of capital T. Rowe Price Associates, Inc.


Portfolio Investment Objective Sub-adviser (if applicable)

International Growth Portfolio Long-term growth of capital FIAM LLC

Research International Core Portfolio Capital appreciation Aberdeen Asset Managers Limited

International Equity Portfolio Long-term growth of capital; any incomerealized will be incidental

Templeton Investment Counsel, LLC

Emerging Markets Equity Portfolio Capital appreciation Massachusetts Financial Services Company

Government Money Market Portfolio(1) Maximum current income to the extentconsistent with liquidity and stability ofcapital

BlackRock Advisors, LLC

Short-Term Bond Portfolio To provide as high a level of current incomeas is consistent with prudent investment risk

T. Rowe Price Associates, Inc.

Select Bond Portfolio To provide as high a level of total return asis consistent with prudent investment risk; asecondary objective is to seek preservationof shareholders’ capital

Wells Capital Management, Inc.

Long-Term U.S. Government BondPortfolio

Maximum total return, consistent withpreservation of capital and prudentinvestment management

Pacific Investment Management CompanyLLC

Inflation Protection Portfolio Pursue total return using a strategy thatseeks to protect against U.S. inflation


High Yield Bond Portfolio(2) High current income and capitalappreciation

Federated Investment ManagementCompany

Multi-Sector Bond Portfolio Maximum total return, consistent withprudent investment management

Pacific Investment Management CompanyLLC

Balanced Portfolio To realize as high a level of total return as isconsistent with prudent investment risk,through income and capital appreciation

N/A

Asset Allocation Portfolio To realize as high a level of total return as isconsistent with reasonable investment risk

N/A

(1) Although the Government Money Market Portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in the GovernmentMoney Market Portfolio. An investment in a money market portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or anygovernment agency. During extended periods of low interest rates, the yield of a money market portfolio may also become extremely low and possibly negative.

(2) High yield bonds are commonly referred to as junk bonds.

Fidelity® Variable Insurance Products

The Fidelity® VIP Mid Cap Portfolio and the Fidelity® VIP Contrafund® Portfolio are series of Variable Insurance Products FundIII and the Variable Insurance Products Fund II, respectively. The Separate Account buys Service Class 2 shares of the Portfolios,the investment adviser for which is the Fidelity Management & Research Company (FMR). The following affiliates of FMR alsoassist with foreign investments: Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong)Limited, and Fidelity Management & Research (Japan) Inc.

Portfolio Investment Objective Sub-adviser

VIP Mid Cap Portfolio Long-term growth of capital FMR Co., Inc.

VIP Contrafund® Portfolio Long-term capital appreciation FMR Co., Inc.

Neuberger Berman Advisers Management Trust

The Neuberger Berman Advisers Management Trust Sustainable Equity Portfolio is a series of the Neuberger Berman AdvisersManagement Trust. The Separate Account buys Class I shares of the Portfolio, the investment adviser for which is NeubergerBerman Investment Advisers LLC.

Portfolio Investment Objective

Sustainable Equity Portfolio Long-term growth of capital by investing primarily in securities ofcompanies that meet the Portfolio’s environmental, social andgovernance criteria


Russell Investment Funds

The assets of each of the Portfolios comprising the Russell Investment Funds are invested by one or more investmentmanagement organizations researched and recommended by Russell Investment Management LLC (“RIM”). RIM is theinvestment adviser of the Russell Investment Funds.

Portfolio Investment Objective

U.S. Strategic Equity Fund Long-term growth of capital

U.S. Small Cap Equity Fund Long-term growth of capital

Global Real Estate Securities Fund Current income and long-term growth of capital

International Developed Markets Fund Long-term growth of capital

Strategic Bond Fund Provide total return

LifePoints® Variable Target Portfolio Series Moderate StrategyFund

Current income and moderate long-term capital appreciation

LifePoints® Variable Target Portfolio Series Balanced StrategyFund

Above-average long-term capital appreciation and a moderate levelof current income

LifePoints® Variable Target Portfolio Series Growth StrategyFund

High long-term capital appreciation; and as a secondary objective,current income

LifePoints® Variable Target Portfolio Series Equity GrowthStrategy Fund

High long-term capital appreciation

Credit Suisse Trust

The Commodity Return Strategy Portfolio is a series of Credit Suisse Trust. The Separate Account buys shares of the Portfolio,the investment adviser for which is Credit Suisse Asset Management, LLC.

Portfolio InvestmentObjective

Commodity Return Strategy Portfolio Total Return

Payments We Receive

We select the Portfolios available through this Policy based onseveral criteria, including asset class coverage, the strength ofthe investment adviser’s or sub-adviser’s reputation andtenure, brand recognition, performance, and the capability andqualification of each investment firm. Another factor weconsider during the selection process is whether thePortfolio’s investment adviser or an affiliate will makepayments to us or our affiliates. We review the Portfoliosperiodically and may remove a Portfolio or limit itsavailability to new premiums and/or transfers of InvestedAssets if we determine that the Portfolio no longer meets oneor more of the selection criteria, and/or if the Portfolio has notattracted significant allocations from Owners. The Series Fundhas been included in part because it is managed by asubsidiary of the Company.

We do not provide any investment advice and do notrecommend or endorse any particular Portfolio. You bearthe risk of any decline in the Invested Assets of your Policyresulting from the performance of the Portfolios you havechosen.

Owners, through their indirect investment in the Portfolios,bear the costs of the investment advisory or management feesthat the Portfolios pay to their respective investment advisors(see the Portfolios’ prospectuses for more information). Asdescribed above, an investment adviser of a Portfolio, or itsaffiliates, may make payments to the Company and/or certain

of our affiliates, which is generally a positive factor whenselecting Portfolios. However, the amount of such payments isnot determinative as to whether a Portfolio is availablethrough the Policy. These payments may be derived, in wholeor in part, from the advisory fee deducted from Portfolioassets. The amount of the compensation is based on apercentage of assets of the Portfolios attributable to thePolicies and certain other variable insurance products that theCompany issues. The percentages differ and some investmentadvisers (or other affiliates) may pay more than others. Thepercentages currently range up to 0.25%. These payments maybe used for various purposes, including payment of expensesthat the Company and/or its affiliates incur for servicesperformed on behalf of the Policies and the Portfolios. TheCompany and its affiliates may profit from these payments.

Certain Portfolios have also adopted a Distribution (and/orShareholder Servicing) Plan under Rule 12b-1 of the 1940Act, which is described in more detail in the Portfolios’prospectuses. The payments, which may be up to 0.25%, arededucted from assets of the Portfolios and are paid to ourdistributor, Northwestern Mutual Investment Services, LLC.These payments decrease the Portfolio’s investment return.We also consider the receipt of these payments generally to bea positive factor when selecting Portfolios.

Additionally, an investment adviser or sub-adviser of aPortfolio (or of an underlying fund in which a Portfolioinvests) or its affiliates may provide the Company with


wholesaling services that assist in the distribution of thePolicies and may pay the Company and/or certain of ouraffiliates amounts to participate in sales meetings. These

amounts may be significant and may provide the investmentadviser or sub-adviser (or their affiliate) with increased accessto persons involved in the distribution of the Policies.

Information About the PolicyPurchasing a Policy

When you purchase your Policy, you enter into a contract with us.Your Policy, together with your Application and any amendments,endorsements, riders and optional benefits, is the entire contract.To purchase a Policy, you must submit the Application and, inmost cases (see “When Insurance Coverage Takes Effect” below),an initial Premium Payment, to us through a Northwestern MutualFinancial Representative. Generally, the Policy is available forInsureds between Issue Ages 0-75, inclusive. We must receiveevidence of insurability that satisfies our underwriting standardsbefore we will issue a Policy. We reserve the right to reject anApplication if it does not meet our underwriting or administrativerequirements or for any reason permitted by law.

Although we do not anticipate delays in our receipt andprocessing of Applications or Premium Payments, we mayexperience such delays to the extent Applications,underwriting information and Premium Payments to ourHome Office are not received on a timely basis. Such delayscould result in delays in the issuance of Policies and theallocation of Premium Payments under existing Policies.

Specified Amount

Your Policy’s initial amount of insurance coverage is itsInitial Specified Amount. You select the Specified Amountwhen you apply for the Policy, subject to a minimum and ourinsurability and other underwriting requirements. TheSpecified Amount must be at least $100,000 for Issue Ages15-59 and $50,000 for all other Issue Ages. We reserve theright to modify the minimum Specified Amount andunderwriting requirements at any time.

You may decrease the Specified Amount while the Policy is inforce, upon written request and subject to our approval. Wewill not permit a decrease if such decrease results in aSpecified Amount less than the minimum Specified Amountwe would require for issuance of a new Policy at the time ofthe change. A decrease in the Specified Amount will beeffective on a Monthly Processing Date upon receipt of awritten request in Good Order at our Home Office. If therequest is received before the close of trading (typically, 4:00p.m. Eastern Time) on the NYSE on a Monthly ProcessingDate, the change in Specified Amount will be effective on thatdate. If the request is not received on a Monthly ProcessingDate, or on or after the close of trading on the NYSE on aMonthly Processing Date, the change in Specified Amountwill be effective on the next Monthly Processing Date. If yourrequest is not in Good Order, either we or your FinancialRepresentative may notify you in writing, by telephone or byemail in an effort to conform your request to our then-currentrequirements. We reserve the right to charge for more than

one decrease to the Specified Amount in a Policy Year. Wewill deduct any such charge from the Invested Assets. (See“Charges and Expenses”).

When Insurance Coverage Takes Effect

Generally, we will accept the Policy Application and issue aPolicy if we determine that the Insured meets our underwritingand administrative requirements. If a Premium Payment ispaid with your Application, insurance coverage becomeseffective (provided that the Insured is found to be insurable)on the Date of Issue, which is the later of the date theApplication is signed or the date all medical evidence formsrequired for underwriting are provided. If a Premium Paymentis first made at the time of Policy delivery, there is noinsurance coverage prior to Policy delivery.

Your Policy Date is the date we use to determine the Issue Ageof the Insured, which is used to determine the cost of insurancerates. The Policy Date also is the date used to establish PolicyYears. Generally, the Policy Date is the Date of Issue. However,with our approval and subject to state insurance law limitations,we may backdate your Policy Date up to six months or futuredate it up to 30 days from the Date of Issue under normalcircumstances. Backdating may lower your cost of insurancerate, but you will be assessed Monthly Policy Chargesretroactive to the Policy Date you select. Future dating issometimes requested to permit multiple insurance policies tohave the same Monthly Processing Date to facilitateadministration. We may future date your Policy Date up to 120days if your underwriting classification is different thanrequested on the Application. Modifying your Policy Date mayrequire adjustments to your first Premium Payment relating tothe Monthly Policy Charges for the period between the Date ofIssue and the Policy Date. Both the Date of Issue and the PolicyDate may be found in your Policy schedule pages.

Right to Return Policy

You may return the Policy for a refund within 10 days (orlater where required by state law) after you receive it byreturning the Policy to us at our Home Office or to yourFinancial Representative. Unless state law requires otherwise,the amount of your refund will equal the sum of (a) theInvested Assets (the sum of all amounts in the Divisions)under the Policy on the date we receive your returned Policyor a written cancellation request at our Home Office plus(b) any previously deducted Premium Expense Charge,Monthly Policy Charge and Service Charges. In the eventapplicable state law requires us to return the full amount ofyour premium payment, we will do so. (See “AllocatingPremiums to the Separate Account” for more informationregarding your initial Premium Payment.)


Ownership Rights

As Owner of the Policy, you make the decisions about thePolicy and Policy benefits while it is in force, without theconsent of any beneficiary. If the Policy has more than oneOwner, decisions with respect to the Policy and its benefits maybe exercised only with the consent and authorization of allOwners. Generally, only Owners are entitled to importantinformation about the Policy. Other persons, such asbeneficiaries or payors, are entitled to only limited information.

To transfer ownership of the Policy to another person, theOwner must provide us written notification of the transfer andmust supply any required information about the new Owner.We will not be responsible to the new Owner for any paymentor other action taken by us until the written notification of thetransfer is received by us at our Home Office. The transfer ofownership will then be effective as of the date the transferform was signed. We may require you to send the Policy toour Home Office for endorsement to reflect the transfer ofownership. If the Owner is not the Insured, the Owner mayname or change a successor Owner, who will become the newOwner upon the Owner’s death.

Exchange for a Fixed Benefit Policy

It is currently Company practice to allow you to exchangeyour Policy for a life insurance policy with benefits that do notvary with the investment experience of the Separate Account(“Fixed Benefit Policy”). We may modify or terminate thisaccommodation at any time with or without notice unless yourstate or the terms of your Policy provide for such an exchange.You may elect the exchange at any time within twelve months(or longer if required by state law) after the issue date of thePolicy provided premiums are duly paid. We reserve the rightto require evidence of insurability. The Fixed Benefit Policywill be on the life of the same Insured and at the time of theexchange will have the same Policy Date and Issue Age and aDeath Benefit at least as great as the initial Death Benefit ofyour Policy (assuming no decrease in Specified Amount priorto the exchange). The exchange may be subject to an equitablecash adjustment, which will recognize the investmentperformance of the Policy through the effective date of theexchange and may have tax consequences. An exchange willbe effective when we receive a proper written request, as wellas the Policy, and any amount due on the exchange.

In addition, you may exchange a Policy for a Fixed BenefitPolicy if, at any time, a Fund changes its investment adviser,if there is a material change in the investment policies of aPortfolio that was approved by Owners, or the Portfolio issubstituted for another portfolio (see “Other PolicyTransactions-Substitution of Portfolio Shares and OtherChanges”). There may be a cost associated with the exchange.You will be given notice of any such change and will have 60days to make the exchange.

Modifying the Policy

Any Policy change that you request is subject to our thencurrent insurability and processing requirements. Processing

requirements may include, for example, completion of certainforms and satisfying certain evidentiary requirements.

If the Policy is changed or modified, we may makeappropriate endorsements to the Policy, and we may requireyou to send your Policy to our Home Office for endorsement.Any modification or waiver of our rights or requirementsunder the Policy must be in writing and signed by an officer ofthe Company. No agent or other person may bind us bywaiving or changing any provision contained in the Policy.

Upon notice to you, we may modify the Policy:

• to conform the Policy, our operations, or the SeparateAccount’s operations to the requirements of any law(including any regulation issued by a government agency)to which the Policy, the Company, or the SeparateAccount is subject;

• to ensure continued qualification of the Policy as a lifeinsurance contract under the federal tax laws; or

• to reflect a change in the Separate Account’s operation.

Premium Payments

A minimum initial Premium Payment is required to put yourPolicy in force. No insurance will take effect until theminimum initial Premium Payment is made. The minimuminitial Premium Payment is based on the Issue Age,underwriting classification and sex of the Insured, the InitialSpecified Amount, any optional benefits and, if applicable, theDeath Benefit Guarantee Period. For certain Death BenefitGuarantee Periods, a minimum Premium Payment is requiredto be paid in the first Policy Year.

Although you must make sufficient Premium Payments tokeep the Policy in force, after we issue the Policy there is norequired schedule or amount of Premium Payments. However,if you elect a Death Benefit Guarantee, a minimum PremiumPayment is required, referred to as the Benchmark Premium,to meet the Benchmark Premium Test. (See “Death BenefitGuarantee”). Unless the Death Benefit Guarantee is availableto keep your Policy from terminating, investment results ofthe Divisions to which your Net Premium is allocated willaffect the Premium Payments you are required to make tokeep your Policy in force.

You may send Premium Payments to our Home Office or to apayment center designated by us. All payments must be made inU.S. Dollars payable through a U.S. financial institution. Weaccept Premium Payments by check or electronic funds transfer(“EFT”). We do not accept third-party checks at the HomeOffice as part of the initial Premium Payment. We generallywill not accept cash, money orders, traveler’s checks or“starter” checks; however, in limited circumstances, we mayaccept some cash equivalents in accord with our anti-moneylaundering procedures. If you make a Premium Payment with acheck or bank draft and, for whatever reason, it is later returnedunpaid or uncollected, or if a Premium Payment by EFT isreversed, we reserve the right to reverse the transaction. Wealso reserve the right to recover any resulting losses incurred byus by withdrawing a sufficient amount of Policy Value.


After the In Force Date (See “Allocating Premiums to theSeparate Account” below), Net Premiums are placed in theSeparate Account on the date we receive your PremiumPayment in Good Order at our Home Office and are credited atthe Unit Value determined as of the date of receipt. Premiumsreceived before the close of trading (typically, 4:00 p.m. EasternTime) on the NYSE on a Valuation Date are deemed to bereceived and credited on that Valuation Date. If received on orafter the close of trading on a Valuation Date, or a day otherthan a Valuation Date, they are deemed to be received andcredited on the next Valuation Date. If your payment is not inGood Order, either we or your Financial Representative maynotify you in writing, by telephone or by email in an effort toconform your payment to our then-current requirements.

You may not make any Premium Payments after the PolicyAnniversary nearest the Insured’s 121st birthday. You may notmake additional Premium Payments of less than $25. APremium Payment that would either exceed cumulativepremiums illustrated in the Application or increase the Policy’sDeath Benefit more than it increases the Policy Value will beaccepted only if: the insurance in force, as increased, will bewithin our issue limits; our insurability requirements are met;and the Premium Payment is received prior to the PolicyAnniversary nearest the Insured’s 85th birthday. We have theright to limit or refund a Premium Payment or makedistributions from the Policy as necessary to continue to qualifythe Policy as life insurance under federal tax law, including theclassification of your Policy as a modified endowment contract.If mandated under applicable law, we may be required to rejecta Premium Payment. We may accept a premium at the directionof the Owner, however, even if it would cause the Policy to beclassified as a modified endowment contract. (See “TaxConsiderations”). If we receive a Premium Payment before itsdue date in circumstances where allocating such Premium toyour Policy could result in your Policy failing to qualify as lifeinsurance or being classified as a modified endowment contract,or where the Premium Payment was intended to be applied as ofits due date, depending on you or your FinancialRepresentative’s instructions we may hold the Premium orpartial Premium Payment in a non-interest bearing account untilits due date, at which time we will allocate your payment to theDivisions. We may also be required to provide informationabout you and your account to government regulators.

If there is Policy Debt, payments received at our Home Office,or to a payment center designated by us, will be treated aspayments to reduce Policy Debt unless designated as PremiumPayments. (See “Policy Loans”).

Allocating Premiums to the Separate Account

When you apply for a Policy, you must instruct us in theApplication or supplement to the Application to allocate yourNet Premium to one or more Divisions of the SeparateAccount. Net Premiums are premiums less deductions frompremiums, such as premium expense charges. (See “Chargesand Deductions—Premium Expense Charge”).

If your initial Premium Payment is submitted with yourApplication, we will place the Premium Payment in our

General Account, and the Net Premium will remain in ourGeneral Account until the In Force Date. We may credit theNet Premium with interest while it remains in the GeneralAccount. We may change the rate of interest we credit initialNet Premiums held in our General Account at any time and atour sole discretion, but the rate will not be less than 0%. Formore information, please contact Advanced MarketsOperations at 1-866-464-3800. On the In Force Date, we willtransfer and credit the initial Net Premium and accruedinterest to the Government Money Market Division of theSeparate Account except in certain limited circumstances (see“Initial Allocation Date” below). If the In Force Date is not aValuation Date, then we will transfer and credit the initial NetPremium and accrued interest on the next Valuation Date.Short-term premium charges, for any term insurance coverageprovided from the Issue Date to the Policy Date, are deductedfrom the initial Premium Payment if applicable. If payment isnot made with your Application, we will transfer and creditthe initial Net Premium to the Government Money MarketDivision of the Separate Account on the Valuation Date wereceive it in Good Order at our Home Office. If payments arereceived before the close of trading (typically, 4:00 p.m.Eastern Time) on the NYSE on a Valuation Date, they will betransferred and credited to the Government Money MarketDivision on that date. If the payment is received on or after theclose of trading on a Valuation Date, or on a day other than aValuation Date, they will be transferred and credited to theGovernment Money Market Division on the next ValuationDate. If your payment is not in Good Order, either we or yourFinancial Representative may notify you in writing, bytelephone or by email in an effort to conform your payment toour then-current requirements.

The date on which we allocate your initial Net Premiumamong the Divisions in accordance with your instructions isreferred to as the “Initial Allocation Date.” After the In ForceDate and prior to the Initial Allocation Date, we transfer andcredit Net Premiums to the Government Money MarketDivision of the Separate Account. The Initial Allocation Dateis shown in the Policy schedule pages.

Initial Allocation Date Your Initial Allocation Date isdetermined by a series of rules.

• First, if you have requested a Policy Date that is later thanthe date your Policy is approved, your Initial AllocationDate will not be earlier than the future Policy Date yourequested.

• Second, in states where the right to return policy lawrequires us to refund your entire initial Premium Payment,your Initial Allocation Date will be the latest of the day wereceive your initial Premium Payment, the day after yourright to return the Policy expires and the day we receivenotice of delivery of your Policy.

• Third, in states where the right to return policy law permitsus to base your refund on the value of Invested Assets, ifyour initial Premium Payment is submitted with yourApplication and your Policy is issued as applied for, yourInitial Allocation Date will be the In Force Date; if we


issue your Policy other than as applied for, your InitialAllocation Date will be the day we receive notification ofPolicy delivery in the Home Office. If your initialPremium Payment is not submitted with your Application,your Initial Allocation Date will be the later of the day wereceive notification of Policy delivery or the day wereceive your initial Premium Payment.

The initial allocation instructions we receive from you willremain in effect for subsequent Net Premiums until we receiveyour written request to change them. You may change yourallocation for future Net Premiums at any time. The change willbe effective on the Valuation Date on or next following the datewe receive your request in Good Order at our Home Office.Requests received before the close of trading (typically, 4:00p.m. Eastern Time) on the NYSE on a Valuation Date aredeemed to be received and effective on that Valuation Date. Ifreceived on or after the close of trading on a Valuation Date, ora day other than a Valuation Date, requests are deemed to bereceived and effective on the next Valuation Date. If yourrequest is not in Good Order, we will continue to credit NetPremiums to your Policy according to the allocation instructionsthen in effect and either we or your Financial Representativemay notify you in writing, by telephone or by email in an effortto conform your request with our then-current requirements.

In order to take full advantage of these features, you shouldcarefully consider, on a continuing basis, which investmentoptions are best suited to your long-term investment needs.Investment returns from amounts allocated to the Divisionswill vary with the investment performance of the Divisionsand will be reduced by Policy charges. You bear the entireinvestment risk for amounts you allocate to the Divisions. Youshould periodically review your allocation instructions in lightof market conditions and your overall life insurance andfinancial objectives. Your Financial Representative mayprovide us with instructions on your behalf involving theallocation of Invested Assets among available Divisions,subject to our rules and requirements, including therestrictions on short-term and excessive trading.

You may request allocation changes in writing (including viafacsimile or, under limited circumstances, by email). You mayalso submit allocation instructions via the Internet atwww.northwesternmutual.com (“Electronic Instructions”) inaccordance with our then-current Internet procedures providedyou have properly authorized us to accept ElectronicInstructions in advance of your request. For more informationsee “Owner Inquiries.” Please note that we are not required toaccept Electronic Instructions and we will not be responsible forlosses resulting from transactions based on unauthorizedElectronic Instructions, provided we follow proceduresreasonably designed to verify the authenticity of ElectronicInstructions. We reserve the right to limit, modify, suspend orterminate the ability to make requests via ElectronicInstructions. Currently we do not accept requests by telephone.

Policy Value and Invested Assets

The Policy Value is equal to the Invested Assets plus PolicyDebt. On the In Force Date, Invested Assets equal the Net

Premium (after deduction for short-term premium charges, ifapplicable) plus any accrued interest less the Monthly PolicyCharge. After the In Force Date, Invested Assets equalInvested Assets on the immediately preceding Valuation Date,plus any of the following items applicable to the currentValuation Date:

• any increase attributable to the portion of Invested Assetsin Divisions that experience a positive rate of return for thecurrent Valuation Period;

• any additional Net Premium;

• any loan repayment and accrued loan interest payment;and

• any dividends directed to increase Policy Value;

minus any of the following items applicable to the currentValuation Date:

• any decrease attributable to the portion of Invested Assetsin Divisions that experience a negative rate of return forthe current Valuation Period;

• the Monthly Policy Charge;

• any Policy loans;

• any withdrawals and withdrawal fees; and

• any fees for changes in Death Benefit option, reduction inSpecified Amount and transfers.

Death Benefit

Life Insurance Benefit As long as your Policy is in force,we will pay the Life Insurance Benefit to your beneficiary orbeneficiaries once we receive at our Home Office satisfactoryproof of the Insured’s death. We will pay the Life InsuranceBenefit either in a lump sum or, at your option or the option ofyour beneficiary, by establishing a fixed Income Plan in thebeneficiary’s name. (See “Income Plan Options”). Paymentsunder these plans are from our General Account, and aresubject to the claims of our creditors. Owners must look to thefinancial strength of the Company and its General Accountwith regard to guarantees under the Policy.

The amount of the Life Insurance Benefit will be:

• the Death Benefit, or the Guaranteed Minimum DeathBenefit if the Policy is in force under the Death BenefitGuarantee; minus

• the amount of any Policy Debt; minus

• the amount of any adjustments to the Life InsuranceBenefit where (i) the Death Benefit Guarantee is keepingthe Policy in force and the Insured dies during the DeathBenefit Guarantee Grace Period or (ii) the Insured diesduring a Policy Grace Period. (See “Death BenefitGuarantee Grace Period” and “Termination andReinstatement”).

These amounts will be determined as of the date of theInsured’s death. Even though the Owner does not have the


right to take any Policy loans or withdrawals after the date ofthe Insured’s death, any Policy loans or withdrawals that aretaken after the date of the Insured’s death will be deductedfrom the Life Insurance Benefit.

We will pay the Life Insurance Benefit to the beneficiary if heor she survives the Insured and is alive on the date ofpayment. (See “Other Policy Provisions—Naming aBeneficiary”). If no Income Plan is elected, we will payinterest on the Life Insurance Benefit from the date of theInsured’s death based on rates declared by the Company or asrequired by applicable state law. The investment performanceof the Portfolios, as well as the charges and expenses underyour Policy, may decrease your Death Benefit. Death Benefitsmay be limited for Insureds under the age of fifteen in thestate of New York.

Death Benefit Options The Death Benefit before the PolicyAnniversary nearest the Insured’s 121st birthday is determinedby the Death Benefit option in effect at the time of theInsured’s death. The Death Benefit on and after the PolicyAnniversary nearest the Insured’s 121st birthday will be equalto the Policy Value. If you select the Death Benefit Guaranteeoption with a lifetime period and the guarantee has notpreviously terminated, then the Death Benefit on and after thePolicy Anniversary nearest the Insured’s 121st birthday will bethe greater of the Policy Value or the Guaranteed MinimumDeath Benefit.

The Policy provides for three Death Benefit options:

Specified Amount (Option A)Specified Amount plus Policy Value (Option B)Specified Amount plus Cumulative Premiums minus

Cumulative Withdrawals (Option C)

All three death benefit options may not be available in allstates. We calculate the amount available under the applicableDeath Benefit option as of the date of the Insured’s death.

The option you choose on your Application will generallydepend on whether you prefer an increasing Death Benefit or alarger Policy Value, but in each case the Death Benefit will beat least the Minimum Death Benefit required for your Policyto qualify as life insurance under the Code. For purposes ofOption C, cumulative Premium Payments do not includeamounts credited to the Policy under either the (i) WaiverBenefit: Payment of Specified Monthly Charges Upon TotalDisability or (ii) Waiver Benefit: Payment of SelectedMonthly Premium Upon Total Disability.

Minimum Death Benefit The Minimum Death Benefit isthe amount required by federal tax law to maintain the Policyas a life insurance contract. Under any of the Death Benefitoptions, we will increase the Death Benefit if necessary tosatisfy this requirement.

A Policy must satisfy one of two testing methods to qualify aslife insurance for federal income tax purposes. You maychoose either the Guideline Premium/Cash Value CorridorTest or the Cash Value Accumulation Test. Both tests requirethe Policy’s Death Benefit to equal or exceed a defined

relationship to, or multiple of, the Policy Value. You make thechoice of testing methods when you purchase a Policy and itcannot be changed. For the Guideline Premium/Cash ValueCorridor Test the minimum multiples of Death Benefit to thePolicy Value are shown in the following table.

Guideline Premium/Cash Value—Corridor TestMultiplesAttained Age Policy Value % Attained Age Policy Value %

40 or less . . . . . . 250 61 . . . . . . . . . 12841 . . . . . . . . . . . . 243 62 . . . . . . . . . 12642 . . . . . . . . . . . . 236 63 . . . . . . . . . 12443 . . . . . . . . . . . . 229 64 . . . . . . . . . 12244 . . . . . . . . . . . . 222 65 . . . . . . . . . 12045 . . . . . . . . . . . . 215 66 . . . . . . . . . 11946 . . . . . . . . . . . . 209 67 . . . . . . . . . 11847 . . . . . . . . . . . . 203 68 . . . . . . . . . 11748 . . . . . . . . . . . . 197 69 . . . . . . . . . 11649 . . . . . . . . . . . . 191 70 . . . . . . . . . 11650 . . . . . . . . . . . . 185 71 . . . . . . . . . 11351 . . . . . . . . . . . . 178 72 . . . . . . . . . 11152 . . . . . . . . . . . . 171 73 . . . . . . . . . 10953 . . . . . . . . . . . . 164 74 . . . . . . . . . 10754 . . . . . . . . . . . . 157 75-90 . . . . . . . 10555 . . . . . . . . . . . . 150 91 . . . . . . . . . 10456 . . . . . . . . . . . . 146 92 . . . . . . . . . 10357 . . . . . . . . . . . . 142 93 . . . . . . . . . 10258 . . . . . . . . . . . . 138 94 . . . . . . . . . 10159 . . . . . . . . . . . . 134 95 or more . . . 10060 . . . . . . . . . . . . 130

For the Cash Value Accumulation Test, the minimummultiples of Death Benefit to the Policy Value are calculatedusing net single premiums based on the attained age of theInsured, the Policy’s underwriting classification and a 4%interest rate, with an adjustment made for certain kinds ofoptional benefits, if any.

Generally, the Guideline Premium/Cash Value Corridor Testhas lower minimum multiples than the Cash ValueAccumulation Test, usually resulting in better cash valueaccumulation for a given amount of premium and SpecifiedAmount. This is because the Guideline Premium/Cash ValueCorridor Test generally requires a lower Death Benefit andtherefore a lower corresponding cost of insurance charge.However, the Guideline Premium/Cash Value Corridor Testlimits the amount of Premium Payment that may be paid ineach Policy Year. Generally, the Cash Value AccumulationTest has no such annual limitation, and allows more PremiumPayments to be paid during the early Policy Years.

Changing Death Benefit Options You may change theDeath Benefit option at any time while the Policy is in force,upon written request and subject to our approval. DeathBenefit option changes are subject to our insurabilityrequirements and issue limits. In addition, we will not permit achange if it is not allowed in your state or if it would result ineither (i) your Policy being disqualified as a life insurancecontract under federal tax law, or (ii) a Specified Amount lessthan the minimum Specified Amount we require for issuanceof a new Policy at the time of the change. A Death Benefitoption change may affect the Policy Value and Specified


Amount, and also result in changes to, or termination of, theDeath Benefit Guarantee. The Cost of Insurance Charge willincrease if a change results in a larger net amount at risk. (See“Monthly Policy Charges and Surrender Charge”). A DeathBenefit option change results in the same net amount at risk atthe time of the change, but may result in a larger net amount atrisk over time than had the change not occurred. For example, achange from Death Benefit Option A to Option B should resultin moving from a net amount at risk that would decline overtime (assuming increasing Policy Value) to a net amount at riskthat would remain level over time. Changing the Death Benefitoption may have tax consequences. (See “Tax Considerations”).

If the written request is received in Good Order at our HomeOffice before the close of trading (typically, 4:00 p.m. EasternTime) on the NYSE on a Monthly Processing Date, a changein the Death Benefit option will be effective on that date. Ifthe written request is not received on a Monthly ProcessingDate, or is received on or after the close of trading on aMonthly Processing Date, it will be effective on the nextMonthly Processing Date. We reserve the right to charge for aDeath Benefit option change, and will deduct any suchcharges from Invested Assets. (See “Charges and Expenses”).

Death Benefit Guarantee The Policy offers a Death BenefitGuarantee Period which can range up to the lifetime of theInsured, depending on the Death Benefit option selected andIssue Age of the Insured. The Death Benefit Guarantee Periodis optional and is elected on the application and established atissue by the applicant. A Death Benefit option change mayresult in changes to, or termination of, the Death BenefitGuarantee. There is a charge for the Death Benefit Guarantee(see “Fee and Expense Tables–Periodic Charges” and“Charges and Deductions–Monthly Policy Charges andService Charges”). The Death Benefit Guarantee Period isshown on the Policy schedule pages.

The Death Benefit Guarantee is available to protect the Policyfrom terminating during the Death Benefit Guarantee Periodso long as the Death Benefit Guarantee Test is met. (See“Death Benefit Guarantee Test”). The Death BenefitGuarantee keeps the Policy in force when the Policy does nothave enough Cash Surrender Value to pay the current MonthlyPolicy Charge and the Policy would otherwise terminatewithout value. (See “Termination and Reinstatement”).

When the Policy does not have sufficient Cash SurrenderValue to pay the current Monthly Policy Charge and is beingkept in force by the Death Benefit Guarantee, the MonthlyPolicy Charges will first reduce the Invested Assets, if any, tozero and will then accumulate as due and unpaid. Then, whenyou make a Premium Payment, we will deduct accumulateddue and unpaid Monthly Policy Charges from Invested Assets.At the end of the Death Benefit Guarantee Period, if the CashSurrender Value is less than the current Monthly PolicyCharges, the Policy will enter the Policy Grace Period and anadditional Premium Payment will be required to keep thePolicy in force. (See “Termination and Reinstatement”).

Guaranteed Minimum Death Benefit If the Policy is beingkept in force by the Death Benefit Guarantee when the Insured

dies, the gross amount of death proceeds will be theGuaranteed Minimum Death Benefit (“GMDB”) regardless ofthe Death Benefit option in effect. On the Date of Issue theGMDB equals the Specified Amount. After the Date of Issue,if there is a Policy change that decreases the SpecifiedAmount below the current GMDB, including a Death Benefitoption change that decreases the Specified Amount, then theGMDB will be reduced to equal the new Specified Amount.

Death Benefit Guarantee Test During the Death BenefitGuarantee Period, the Death Benefit Guarantee keeps thePolicy from terminating, provided that the Death BenefitGuarantee Test is met. Unless the Death Benefit Guaranteewas previously terminated, the Death Benefit Guarantee Testwill be performed on each Monthly Processing Date duringthe Death Benefit Guarantee Period or until the PolicyAnniversary nearest the Insured’s 121st birthday, if sooner.

For Policies that are eligible for the Benchmark Cash Value Test,the Death Benefit Guarantee Test will be met if either theBenchmark Premium Test or the Benchmark Cash Value Test ismet. A Policy is not eligible for the Benchmark Cash Value Test if:(1) Death Benefit Option B or C is elected; or (2) the Death BenefitGuarantee period is less than 15 years; or (3) the Issue Age is over60 and the underwriting classification is substandard. For Policiesthat are not eligible for the Benchmark Cash Value Test, the DeathBenefit Guarantee Test will be met if the Benchmark PremiumTest is met. The Policy schedule pages indicate whether the Policyis eligible for the Benchmark Cash Value Test.

If the Death Benefit Guarantee Test is not met on a MonthlyProcessing Date, the Death Benefit Guarantee will enter aDeath Benefit Guarantee Grace Period.

Benchmark Premium Test The Benchmark Premium Testis met provided that:

(1) on the current Monthly Processing Date, (a) isgreater than or equal to (b) where:

(a) is the cumulative Premium Payments minus thesum of the following:

• the cumulative withdrawals; and

• principal loan balance (See “PolicyLoans”); and

(b) is the cumulative Death Benefit GuaranteeBenchmark Premium for the current MonthlyProcessing Date;

AND

(2) the Benchmark Premium Test has been met on allprior Monthly Processing Dates, and has notpreviously been terminated due to a loan orwithdrawal causing the test to not be met.

The Benchmark Premium Test will be deemed to have been met onMonthly Processing Dates during a Death Benefit Guarantee GracePeriod if (i) the Benchmark Premium Test was met on the MonthlyProcessing Date immediately preceding the Death BenefitGuarantee Grace Period, and (ii) the required payment is paid priorto the expiration of the Death Benefit Guarantee Grace Period.


The Death Benefit Guarantee Benchmark Premium is shown inthe Policy schedule pages. This amount is generally calculatedas the level premium amount which would be sufficient to fundthe Policy until the end of the Death Benefit Guarantee Period,assuming a 4% net annual investment rate of return and thededuction of mortality and expense charges not in excess ofguaranteed maximum rates. The Death Benefit GuaranteeBenchmark Premium varies based on the Insured’s Issue Ageand underwriting classification, the Specified Amount, theDeath Benefit option, the Death Benefit Guarantee Period, andany optional benefits. It is used solely to determine whether ornot the Benchmark Premium Test is met.

Benchmark Cash Value Test Provided the Death BenefitGuarantee has not terminated, the Benchmark Cash ValueTest is met when, on a Monthly Processing Date, the CashSurrender Value is greater than or equal to the BenchmarkCash Value for the current Monthly Processing Date. Once theBenchmark Cash Value Test is met, it will continue to be metregardless of any change in the Cash Surrender Value, unlessa Retest Event (defined below) occurs.

The Benchmark Cash Values are set forth in the Policyschedule pages if the Policy is eligible for the BenchmarkCash Value Test. A table of Benchmark Cash Values isprovided because the amount varies for each MonthlyProcessing Date. On a Monthly Processing Date, theBenchmark Cash Value is the Cash Surrender Value whichwould be sufficient to fund the Policy for the lifetime of theInsured without any additional Premium Payments, assuminga 4% net annual investment rate of return and mortality andoptional benefit charges not in excess of guaranteed maximumrates. The Benchmark Cash Values vary based on theInsured’s Issue Age and underwriting classification, and theSpecified Amount and any optional benefits. The BenchmarkCash Value is used solely to determine whether or not theBenchmark Cash Value Test is met.

A Retest Event is defined as a withdrawal, a Policy loan, afailure to pay accrued loan interest when due, or a change by theOwner to the terms of the Policy that could result in an increasein the Company’s risk under the Policy. If a Retest Eventoccurs, the Benchmark Cash Value Test will be met if the CashSurrender Value is greater than or equal to the Benchmark CashValue as of the effective date of the Retest Event. If theBenchmark Cash Value Test is not met on the effective date ofthe Retest Event, it may be met on a subsequent MonthlyProcessing Date, provided that the Death Benefit Guarantee wasnot previously terminated, and the Cash Surrender Value isgreater than or equal to the Benchmark Cash Value on thatMonthly Processing Date. Subsequent to any Retest Event, oncethe Benchmark Cash Value Test is met, it will continue to bemet, regardless of any changes in the Cash Surrender Value,until another Retest Event occurs.

See the Appendix for examples of the operation of theBenchmark Premium Test and the Benchmark Cash Value Test.

Extension of Death Benefit Guarantee Period If yourPolicy is eligible for and meets the Benchmark Cash ValueTest, at the end of the Death Benefit Guarantee Period we will

automatically extend the Death Benefit Guarantee Period to aLifetime Death Benefit Guarantee Period. As a result, theDeath Benefit Guarantee will remain in effect so long as theBenchmark Cash Value Test is met.

If your Policy (a) is eligible for but does not meet theBenchmark Cash Value Test at the end of the Death BenefitGuarantee Period, and (b) uses the Cash Value AccumulationDefinition of Life Insurance Test, we will offer you a one-timeopportunity to extend the Death Benefit Guarantee Period to aLifetime Death Benefit Guarantee Period, provided the DeathBenefit Guarantee was not previously terminated. Once theDeath Benefit Guarantee Period has been extended to aLifetime Death Benefit Guarantee Period, the Policy will nolonger be eligible for the Benchmark Cash Value Test. Theelection of a Lifetime Death Benefit Guarantee Period willresult in a new Death Benefit Guarantee Benchmark Premiumfor Monthly Processing Dates on and after the effective dateof the election. The Death Benefit Guarantee will remain ineffect so long as the Death Benefit Guarantee Test is met.

Termination of Death Benefit Guarantee For Failure toMeet Death Benefit Guarantee Test If on a MonthlyProcessing Date the Death Benefit Guarantee Test is not met,you will have 61 days to make an additional payment to keepthe Death Benefit Guarantee, provided the Death BenefitGuarantee Period is not already scheduled to expire duringthat 61-day period. The Death Benefit Guarantee Grace Periodwill begin on the date we send you written notice of theamount of payment you must make. The minimum paymentthat you must make will be the amount necessary to meet theDeath Benefit Guarantee Test at the end of the Death BenefitGuarantee Grace Period.

The Death Benefit Guarantee will continue during the DeathBenefit Guarantee Grace Period, terminating at the end ofsuch period if you do not make the required payment. If youdo not make the required payment, you will not be able toreinstate the Death Benefit Guarantee.

When the Death Benefit Guarantee terminates, the Policy willstill remain in force provided the Cash Surrender Value on theMonthly Processing Date is greater than the Monthly PolicyCharges. If, however, this requirement is not met, the Policywill enter the Policy Grace Period, during which time you maystill avoid termination of your Policy provided you makesufficient payments to keep your Policy in force. (See“Termination and Reinstatement”).

If the Insured dies during the Death Benefit Guarantee GracePeriod and the Death Benefit Guarantee is keeping the Policyin force, we will deduct from the Life Insurance Benefit theamount of the payment required to meet the Death BenefitGuarantee Test as of the last Monthly Processing Datepreceding or on the date of death of the Insured.

Income Plan Options

Upon the death of the Insured, if an Income Plan was notpreviously elected by the Owner and in lieu of a lump sumpayment, your beneficiary may elect to receive his or hershare of the Life Insurance Benefit by either of the following


fixed Income Plan options. You may also elect to havesurrender proceeds paid by either of these options. Paymentsunder a fixed Income Plan option are not affected by theinvestment performance of the Divisions after the date ofsurrender or the date of the Insured’s death. Payments underfixed Income Plan options will be based on rates declared bythe Company on the effective date of the Income Plan. Thoserates will not be less than the rates shown in your Policy. Themonthly income payment rates applicable to life Income Plansare based on current interest rates (i.e., the rates necessary toprovide the minimum level of income provided by theCompany’s single premium immediate annuity as of theeffective date of the Income Plan), as well as the Company’sexpenses and mortality experience. Those rates will not beless than the rates shown in your Policy. The rates shown inyour Policy are based on a fixed interest rate described in yourPolicy, expense load (if any), and industry mortalityexperience with projected mortality improvements. Pleaseread your Policy for specific details, including the effect ofmortality improvement. There is no additional charge forelecting an Income Plan option. We may offer additionalIncome Plans.

• Single Life Income We will make monthly paymentsfor the selected certain period. The options for the certainperiod are zero years (meaning without a certain period),ten years, twenty years or for Policies issued prior toJune 10, 2013, a refund period which continues until thesum of the payments that have been made is equal to theamount that was originally applied under the Income Plan.If the payee lives longer than the certain period, paymentswill continue for his or her life. If the payee dies before theend of the certain period, the balance of the certain periodpayments will be paid to the Income Plan beneficiariesyour beneficiary designates.

• Joint and Survivor Life Income We will make monthlypayments for a 10-year certain period, and thereafter for aslong as either of the individuals upon whose lives incomepayments are based is living. If both payees die before theend of the certain period, the balance of the certain periodpayments will be paid to the Income Plan beneficiaries orto beneficiaries your beneficiary designates.

In general, the monthly payments under a joint and survivorlife Income Plan will be lower than, but may be payable for alonger period than, a single life Income Plan.

The Owner may elect an Income Plan for each beneficiary’sshare of the Life Insurance Benefit:

• while the Insured is living; or

• during the first 60 days after the death of the Insured, if theInsured at the time of his or her death was not the Owner.An election made during that 60-day period may not berevoked.

Subject to the Owner’s rights, and upon providing anyinformation that we may require, a direct or contingentbeneficiary may elect an Income Plan for his or her share ofthe Life Insurance Benefit and/or name his or her own

beneficiary for the Income Plan value, if any, remaining on hisor her death. If no such Income Plan beneficiary is named,then the Income Plan beneficiary for the remaining value, ifany, shall be the estate of the deceased direct or contingentbeneficiary. Income Plan beneficiaries may continue toreceive payments of the remaining value under the terms ofthe Income Plan in effect on the death of the direct orcontingent beneficiary.

Withdrawal The remaining value, if any, in an Income Planmay be withdrawn in a lump sum upon the death of allindividuals upon whose lives income payments are based. Thewithdrawal value will be the present value of any unpaidpayments for the remaining certain period. The present valuewill be based on the rate of interest used to determine theamount of the payments.

Limitations A direct or contingent beneficiary who is anatural person may be paid under a Life Income Plan only ifthe payments depend on his or her life. A non-natural personmay be paid under a Life Income Plan only if paymentsdepend on the life of the Insured’s spouse or the Insured’sdependent.

Payment Frequency Upon written request, we will makepayments once every 3, 6, or 12 months instead of eachmonth.

Increase of Monthly Income For Policies issued prior toJune 10, 2013 (or prior to September 18, 2013 in the state ofCalifornia), a direct or contingent beneficiary may, at the timethe Income Plan elected takes effect, increase the amount ofthe monthly payments under the Life income Plan by makingan annuity premium payment to the Company. We will applythe net annuity premium to the Income Plan. The net annuitypremium is the amount of the annuity premium payment less acharge of not more than 2% and less any premium tax. The netannuity premium will be applied under the same Income Planand at the same rates as the proceeds. The Company may limitthis net annuity premium to an amount that is equal to thedirect or contingent beneficiary’s share of the proceedspayable under this Policy. The Company may accept theannuity premium payment when the Income Plan goes intoeffect or for a period thereafter in accordance with theCompany’s then-current administrative procedures. Thisoption is not available for Policies issued on or after June 10,2013 (or on or after September 18, 2013 in the state ofCalifornia).

Surrender and Withdrawals of Policy Value

Surrender You may surrender your Policy for the CashSurrender Value at any time while the Insured is alive and thePolicy is in force. The Cash Surrender Value will change dailyin response to the investment performance of the Divisions inwhich you are invested. We determine the Cash SurrenderValue on the date your request for surrender is effective.Requests for surrenders will be effective on the ValuationDate on or next following the date we receive your request inGood Order at our Home Office. Requests received before theclose of trading (typically, 4:00 p.m. Eastern Time) on the


NYSE on a Valuation Date are deemed to be received andeffective on that Valuation Date. If received on or after theclose of trading on a Valuation Date, or a day other than aValuation Date, requests are deemed to be received andeffective on the next Valuation Date. If your request is not inGood Order, either we or your Financial Representative maynotify you in writing, by telephone or by email in an effort toconform your request to our then-current requirements.

We do not guarantee any minimum Cash Surrender Value. Wemay require you to return your Policy to our Home Officewhen you request a surrender of the Policy. We will paysurrender proceeds in a lump sum or under an Income Planoption you select. (See “Income Plan Options”). A surrendermay have tax consequences. (See “Tax Considerations”).

Withdrawals Upon written request received at our HomeOffice at any time while the Insured is alive and the Policy isin force, you may make a withdrawal from your Policy Value,subject to the Company’s right to assess a charge deductedfrom Invested Assets in an amount up to $25 per withdrawal(currently waived). You may make no more than fourwithdrawals in a Policy Year. Each withdrawal must be atleast $250, and you may not withdraw an amount that would:

• reduce the Loan Value (net of any applicable servicecharge) to less than the Policy Debt;

• reduce the Specified Amount to less than the minimumSpecified Amount that the Company would require forissuance of a Policy at the time of withdrawal; or

• reduce the Cash Surrender Value to less than the sum ofthree times the most recent Monthly Policy Charge andany applicable service charge.

A withdrawal of Policy Value decreases Invested Assets andmay also have tax consequences. (See “Tax Considerations”).A withdrawal may also decrease the Specified Amount used todetermine the Death Benefit. Specifically, if Death BenefitOption A is in effect at the time of withdrawal, the SpecifiedAmount will be reduced by the excess, if any, of the SpecifiedAmount over the result of (a) minus (b) where:

(a) is the Death Benefit immediately prior to thewithdrawal; and

(b) is the amount of the withdrawal and applicableservice charge.

Written requests for withdrawals will be processed andeffective on the Valuation Date on or next following the datewe receive your request in Good Order at our Home Office.Requests received before the close of trading (typically,4:00 p.m. Eastern Time) on the NYSE on a Valuation Date aredeemed to be received and effective on that Valuation Date. Ifreceived on or after the close of trading on a Valuation Date,or a day other than a Valuation Date, requests are deemed tobe received and effective on the next Valuation Date. If yourrequest is not in Good Order, either we or your FinancialRepresentative may notify you in writing, by telephone or byemail in an effort to conform your request to our then-currentrequirements. On the Valuation Date on which a withdrawal

from the Policy Value is effective, Invested Assets will bereduced by the amount of the withdrawal and any applicablecharges. The amount of the withdrawal and any applicablecharge will be allocated among the Divisions in proportion tothe amount of Invested Assets in each Division.

Policy Loans

At any time while the Insured is alive and the Policy is inforce, you may submit a request for a loan that is secured bythe Policy Value. The loan must be in an amount that, whenadded to existing Policy Debt, is not greater than your LoanValue. You may increase the risk that your Policy will lapse(terminate with no value) if you take a loan. A Policy loan orunpaid interest may have tax consequences. (See “TaxConsiderations”). Written requests for loans will be processedand effective on the Valuation Date on or next following thedate we receive your request in Good Order at our HomeOffice. Requests received before the close of trading(typically, 4:00 p.m. Eastern Time) on the NYSE on aValuation Date are deemed to be received and effective onthat Valuation Date. If received on or after the close of tradingon a Valuation Date, or a day other than a Valuation Date,requests are deemed to be received and effective on the nextValuation Date. If your request is not in Good Order, eitherwe or your Financial Representative may notify you inwriting, by telephone or by email in an effort to conform yourrequest to our then-current requirements.

Interest on a Policy loan accrues on a daily basis at an annualeffective, fixed rate of interest of 5%, and is included in PolicyDebt as it accrues. Loan interest is credited to the borrowedportion of Policy Value at an annual effective, fixed rate ofinterest of 5%. Interest is due and payable on each PolicyAnniversary. If interest is not paid when due, we will addaccrued and unpaid interest to the principal loan balance,which consists of outstanding loans and interest added toprincipal. Policy Debt reduces the Cash Surrender Value andthe amount payable on death, and may cause the Policy tolapse, subject to the terms of any applicable Death BenefitGuarantee and Grace Period. (See “Termination andReinstatement”).

We will take an amount equal to the loan from the SeparateAccount Divisions in proportion to the amounts in theDivisions. Borrowed amounts will not participate in theSeparate Account’s investment results while the loan isoutstanding. We will also deduct from Invested Assets aPolicy Debt Expense Charge on each Monthly ProcessingDate while there is Policy Debt. The Monthly Policy DebtExpense Charge is included in the Monthly Policy Charge.(See “Charges and Deductions—Monthly Policy Charges andService Charges”). A Policy loan, even if you repay it, willhave a permanent effect on the Policy Value, the CashSurrender Value, and the Death Benefit because the loanamounts do not participate in the Separate Account’sinvestment results while the loan is outstanding. We deductany Policy Debt from the Policy Value upon surrender andfrom the Life Insurance Benefit payable on the Insured’sdeath.


You may repay a Policy loan, including any accrued interestoutstanding, in whole or in part, at any time while the Insuredis alive and the Policy is in force. Upon each such payment,we will transfer an amount equal to the payment amount fromour General Account to the Separate Account Divisions inaccordance with the Premium Payment allocation instructionsthen in effect. We will credit those payments when we receivethem in our Home Office. If we receive your payment beforethe close of trading on the NYSE on a Valuation Date, we willprocess your payment as of that Valuation Date. If we receiveyour payment on or after the close of trading on a ValuationDate, or on a day that is not a Valuation Date, we will processyour payment as of the next Valuation Date. Loan repaymentsare not subject to transaction fees.

If there is Policy Debt, payments received at our Home Officewill be treated as payments to reduce Policy Debt unlessdesignated as Premium Payments.

Termination and Reinstatement

Unless the Death Benefit Guarantee is in effect, if the CashSurrender Value is less than the Monthly Policy Charge onany Monthly Processing Date, your Policy will enter into thePolicy Grace Period. At the end of the Policy Grace Period,the Policy will terminate (or lapse) with no value and yourinsurance coverage will end, unless you submit a payment tokeep the Policy in force. The Policy Grace Period begins onthe date that we send you a notice. The notice will indicate theminimum payment amount required to keep the Policy inforce and the date by which you must make the payment.Upon receipt of the payment, we will allocate the NetPremium, to the Divisions of the Separate Account, based onyour allocation instructions then in effect. We will also deductany accumulated due and unpaid Monthly Policy Chargesfrom the Invested Assets. Payments received in Good Order atour Home Office before the close of trading (typically,4:00 p.m. Eastern Time) on the NYSE on a Valuation Date aredeemed to be received and credited on that Valuation Date. Ifthey are received after the close of trading on a ValuationDate, or on a day other than a Valuation Date, they aredeemed to be received and credited on the next ValuationDate. If your payment is not in Good Order, either we or yourFinancial Representative may notify you in writing, bytelephone or by email in an effort to conform your payment toour then-current requirements. If the Insured dies during thePolicy Grace Period, we will deduct any Monthly PolicyCharges due and unpaid from the Life Insurance Benefit.

After your Policy has terminated, you may reinstate it withinthree years (or longer if required under state law) followingthe termination date, subject to our approval and satisfactionof our underwriting requirements. To reinstate the Policy, youmust make a payment equal to the amount that will cover allMonthly Policy Charges that were due and unpaid before theend of the Policy Grace Period and three times the MonthlyPolicy Charge due on the effective date of the reinstatement. Ifwe approve the Application for reinstatement, and theApplication was received in Good Order at our Home Officebefore the close of trading (typically, 4:00 p.m. Eastern Time)

on the NYSE on a Monthly Processing Date, the effective dateof the reinstated Policy will be that date. If the Application is notreceived on a Monthly Processing Date, or was received on orafter the close of trading on the NYSE on a Monthly ProcessingDate, the reinstated Policy will be effective on the next MonthlyProcessing Date. If your request is not in Good Order, either weor your Financial Representative may notify you in writing, bytelephone or by email in an effort to conform your request to ourthen-current requirements. Any Policy Debt that was outstandingwhen the Policy terminated will also be reinstated.

On the effective date of the reinstatement, the Policy Valuewill be equal to the sum of:

• the Net Premium paid upon reinstatement; and

• any Policy Debt on the termination date;

minus the sum of:

• all Monthly Policy Charges due and unpaid prior to theexpiration of the Policy Grace Period; and

• the Monthly Policy Charge due on the reinstatementeffective date.

Please note that Net Premium paid upon reinstatement will notinclude any interest from the date of the lapse.

Upon reinstatement, your Policy Date will not change.Therefore, fees and charges that vary by Policy year will takeinto account the period of time your Policy was terminated. Ifa surrender charge was assessed at the time of lapse, thePolicy Value when a Policy is reinstated will include a creditfor such surrender charge. The same surrender chargeschedule in your Policy will apply upon reinstatement.

On the later of the effective date of the reinstatement or thedate we approve the Application for reinstatement, we willallocate the Policy Value less any Policy Debt among theSeparate Account Divisions based on the allocationinstructions then in effect, if such date is a Valuation Date. Ifsuch date is not a Valuation Date, then we will allocate thisamount on the next Valuation Date.

For a discussion of the tax effects associated with terminationand reinstatement of a Policy, see “Tax Considerations.”

Reinvestments After Surrender or Withdrawal

While Owners have no right to reinvestment after a surrender orwithdrawal, we may, at our sole discretion, permit suchreinvestments as described in this paragraph. In special limitedcircumstances, we may allow payments into the Policy in theform of returned surrender or withdrawal proceeds in connectionwith a request to void a surrender or withdrawal if the request isreceived by the Company within a reasonable time after thesurrender or withdrawal proceeds are mailed. These paymentsmay be processed with a refund of any surrender charge orwithdrawal fee previously assessed at the time of surrender orwithdrawal and without a sales load. The period for which wewill accept requests for the return of surrender or withdrawalproceeds after a surrender or withdrawal may vary in accordancewith our administrative procedures.


Returned withdrawal proceeds will be reinvested at the unitvalue for each Division next determined after our receipt ofthe reinvestment request in Good Order at our Home Office.Requests received before the close of trading (typically,4:00 p.m. Eastern Time) on the NYSE on a Valuation Date aredeemed to be received and effective on that Valuation Date. Ifreceived on or after the close of trading on a Valuation Date,or a day other than a Valuation Date, requests are deemed tobe received and effective on the next Valuation Date. If yourrequest is not in Good Order, either we or your FinancialRepresentative may notify you in writing, by telephone or byemail in an effort to conform your request to our then-currentrequirements. Proceeds will be allocated to the Divisions fromwhich the withdrawal was made in the same proportion as thewithdrawal.

We will reinvest surrender proceeds only after our receipt ofthe reinvestment request in Good Order at our Home Office.Requests received before the close of trading (typically,4:00 p.m. Eastern Time) on the NYSE on a MonthlyProcessing Date are deemed to be received and effective onthat date. If the request is not received on a MonthlyProcessing Date, or was received on or after the close oftrading on the NYSE on a Monthly Processing Date, thereinvestment will be effective on the next Monthly ProcessingDate. If your request is not in Good Order, either we or yourFinancial Representative may notify you in writing, bytelephone or by email in an effort to conform your request toour then-current requirements. We will allocate the returnedsurrender proceeds (plus applicable interest credited by theCompany, if any) to the Divisions from which the surrenderwas made in the same proportion as the surrender.

Depending on the Insured’s underwriting classification, wemay not accept the reinvestment or we may accept thereinvestment with different charges and expenses under thePolicy. We may refuse to process reinvestments where it is notadministratively feasible; including where any suchreinvestment may cause the Policy to fail to qualify as lifeinsurance under applicable law. Decisions regarding requestsfor reinvestment will take into consideration differences incosts and services and will not be unfairly discriminatory.Policies with reinvested surrender or withdrawal proceeds willhave the same Death Benefit, Policy Value and surrendercharge schedule as if the proceeds had not been surrendered orwithdrawn, except that values will reflect the fact thatamounts were not invested in the Separate Account during theperiod of time the surrender or withdrawal proceeds were notin the Policy as well as any changes in charges and expensesdue to a change in underwriting classification. We will makeany necessary adjustment for any Policy Debt or the debt maybe reinstated.

Please note that our decision to permit a reinvestment does notreverse or eliminate any tax consequences and/or tax reportingresulting from the original surrender or withdrawal.Surrenders and withdrawals have tax consequences and wemay be required to report them to the Internal RevenueService and/or your state for income tax purposes. We mayalso be required to treat the reinvested proceeds as a new

premium for purposes of determining whether your policy willbecome a MEC, and, as with any premium payment, we maybe required to reject your reinvestment if it would result inyour policy failing to qualify as life insurance for federal taxpurposes. (See “Tax Considerations”).

Fixed Paid-Up Insurance

Upon written request to the Company, you may change yourPolicy to Fixed Paid-Up insurance. Your election to convert toFixed Paid-Up insurance is irrevocable. To convert yourPolicy, the Cash Surrender Value must be at least $1,000 andthe Policy must have been in force for at least 12 months fromthe Policy Date. The option to change your Policy to FixedPaid-Up insurance is not available if your Policy was issuedprior to June 10, 2013 in the state of Pennsylvania.

If the request is received in Good Order at our Home Officebefore the close of trading (typically, 4:00 p.m. Eastern Time)on the NYSE on a Monthly Processing Date, the effective dateof change to Fixed Paid-Up insurance will be that date. If therequest is not received on a Monthly Processing Date, or on orafter the close of trading on the NYSE on a MonthlyProcessing Date, the change will be effective on the nextMonthly Processing Date. If your request is not in GoodOrder, either we or your Financial Representative may notifyyou in writing, by telephone or by email in an effort toconform your request to our then-current requirements.

On the date the Policy is changed to Fixed Paid-Up insurance,we deduct any applicable surrender charge from InvestedAssets and the remaining amount becomes the “Contract FundValue.” We then transfer the Contract Fund Value amountfrom the Separate Account to the Company’s GeneralAccount. Any outstanding Policy Debt continues. After thetransfer, the Policy Value will equal the Contract Fund Valueplus any Policy Debt. The Specified Amount will be changedto the lesser of the Death Benefit prior to the change or thePolicy Value (after deducting the surrender charge and anywithdrawals on the date of the change), multiplied by thefactor shown on the Policy schedule pages. The Death Benefitoption will be changed to Option A, and any Death BenefitGuarantee and any optional benefits will be terminated.

When the Policy is in force as Fixed Paid-Up insurance, youwill not be permitted to make additional Premium Payments,change Death Benefit options or the Specified Amount, or addoptional benefits to the Policy. Subject to certain restrictions,you are permitted to make withdrawals and loan repaymentsand take out additional loans. Loans and withdrawals reduce theContract Fund Value and may increase the chance the Policywill terminate without value. A withdrawal can either berequested by the Owner (see “Surrender and Withdrawals ofPolicy Value”) or may be the result of a return of a portion ofPremium Payments that is necessary for the Policy to qualify aslife insurance (see “Tax Considerations”). A return of priorPremium Payments could occur if the Guideline Premium/CashValue Corridor Test is chosen to determine the Policy’squalification as life insurance under Section 7702 of the Code.The Policy will terminate without value if the Contract FundValue becomes less than the Monthly Policy Charge.


The Contract Fund Value will earn interest at an annualeffective rate determined by the Company that may change asoften as daily, but at no time will the annual effective interestrate be less than 4%. On the effective date of the change toFixed Paid-Up insurance, the Contract Fund Value is equal tothe amount transferred from the Separate Account. On any dayafter the effective date, the Contract Fund Value is equal tothe Contract Fund Value at the end of the previous day plusany of the following items applicable for the current day:

• interest on the Contract Fund Value;

• any loan repayment and accrued loan interest paymentmade; and

• any Policy dividend directed to increase the Contract FundValue;

minus any of the following items applicable to the ContractFund Value for the current day:

• a monthly Policy charge applicable to Fixed Paid-Upinsurance;

• Policy loans;

• withdrawals; and

• service charges.

When the Policy is in force as Fixed Paid-Up insurance, theMonthly Policy Charge consists of a Cost of Insurance Chargeand, if applicable, a Policy Debt expense charge.

Optional Benefits

There are three optional benefits for purchase under thePolicy:

(1) the Waiver Benefit: Payment of Specified MonthlyCharges Upon Total Disability (“Specified MonthlyCharges Benefit”);

(2) the Waiver Benefit: Payment of Selected MonthlyPremium Upon Total Disability (“Selected MonthlyPremium Benefit”); and

(3) the Additional Purchase Benefit.

The Specified Monthly Charges Benefit and the SelectedMonthly Premium Benefit may be elected at any time whilethe Insured is between Attained Ages 0 and 59, inclusive. TheAdditional Purchase Benefit may be elected while the Insuredis between Attained Ages 0 and 38, inclusive. If the Ownerseeks to add an optional benefit after the Policy has beenissued, the addition of the benefit will be subject to theCompany’s then-current underwriting standards. You mayselect either the Specified Monthly Charges Benefit or theSelected Monthly Premium Benefit, but not both. Theseoptional benefits are not available for all Attained Ages andunderwriting classifications.

Subject to applicable terms and conditions, the SpecifiedMonthly Charges Benefit provides for the payment of thepremium amount required to cover the current Monthly PolicyCharges (other than the Monthly Policy Debt Expense Charge)

that come due during the total disability of the Insured, if thetotal disability is due to accident or sickness and it begins onor before the Policy Anniversary nearest the Insured’s 60th

birthday. If the total disability begins after the PolicyAnniversary nearest the Insured’s 60th birthday, the benefitprovides for the payment of all current Monthly PolicyCharges (other than the Monthly Policy Debt Expense Charge)that come due during the total disability of the Insured untilthe Policy Anniversary nearest the Insured’s 65th birthday.

Subject to applicable terms and conditions, the SelectedMonthly Premium Benefit provides for the payment of thegreater of (1) a premium amount selected by the Ownersubject to Company limitations (e.g. the range of dollaramounts which at a minimum maintain the Policy or at amaximum reach the Company’s then-current Premium waiverlimits), or (2) the premium amount required to cover thecurrent Monthly Policy Charges (other than the MonthlyPolicy Debt Expense Charge) that come due during the totaldisability of the Insured, if the total disability is due toaccident or sickness and it begins on or before the PolicyAnniversary nearest the Insured’s 60th birthday. If the totaldisability begins after the Policy Anniversary nearest theInsured’s 60th birthday, the benefit provides for the paymentof the greater of (1) premium amount selected by the Ownersubject to Company limitations, or (2) the premium amountrequired to cover the current Monthly Policy Charges (otherthan the Monthly Policy Debt Expense Charge) that come dueduring the total disability of the Insured until the PolicyAnniversary nearest the Insured’s 65th birthday.

A total disability is one which prevents the Insured fromengaging in an occupation. For the first 24 months of totaldisability, an occupation is the one that the Insured has at thetime the Insured becomes disabled. After 24 months, anoccupation is one for which the Insured is qualified byeducation, training or experience. To be covered, the totaldisability must begin while the benefit is in force; the totaldisability must result from an accident or sickness; and thetotal disability must last for at least six consecutive months.The Company will determine the existence of total disabilitybased on the proof of claim submitted and other informationgathered by the Company. These Optional Benefits are notavailable to be added to the Policy if, on the date the OptionalBenefit is requested, the Insured is totally disabled, or, asnoted above, the Attained Age or underwriting classificationof the Insured is outside the range within which the Companyoffers these Optional Benefits, or should these OptionalBenefits become unavailable in your state of issue.

The Specified Monthly Charges Benefit and the SelectedMonthly Premium Benefit terminate on the earliest of: (1) thePolicy Anniversary that is nearest the 65th birthday of theInsured unless the Insured became totally disabled prior to thePolicy Anniversary that is nearest the 60th birthday of theInsured; (2) when the Policy terminates; (3) when the Policybecomes Fixed Paid-Up insurance; or (4) when the Owner’swritten request to terminate the benefit is received at ourHome Office.


The amounts paid under the Specified Monthly Charges andSelected Monthly Premium Benefits are treated as PremiumPayments subject to the terms of the Policy, except that if thePolicy has Death Benefit Option C, then the amounts paidunder these benefits will not be included in the cumulativePremium Payments that are used in the calculation of theDeath Benefit. The amounts paid under the Specified MonthlyCharges and Selected Monthly Premium Benefits are treatedas Premium Payments for purposes of the BenchmarkPremium Test, if applicable to the Policy. The amounts paidunder these benefits are subject to the same transaction fees asany other Premium Payment. (See “Charges and Deductions—Premium Expense Charges”). Under the Waiver of SpecifiedMonthly Charges Benefit, the premium amount paid under thebenefit will be an amount that, after deducting the PremiumExpense Charges, will equal the Specified Monthly Charges.

Subject to the terms and conditions of the benefit, the AdditionalPurchase Benefit gives the Owner the right to purchaseadditional life insurance policies on the life of the Insured up toAttained Age 40 at specified dates without proof of insurability.This optional benefit terminates on the Policy Anniversarynearest the 40th birthday of the Insured. It will terminate earlier:(1) when the Policy terminates; (2) when the Policy becomesFixed Paid-Up insurance; (3) on the use of the final purchaseright under the benefit; or (4) when the Owner’s written requestto terminate the benefit is received at our Home Office.

If you select one or more of these optional benefits, a charge forthe benefit will be added to the Monthly Policy Charge. (See“Periodic Charges Other than Fund Operating Expenses”). Anysuch charge will continue to be assessed as long as the benefitremains in force, except that charges for the Specified MonthlyCharges Benefit and the Selected Monthly Premium Benefit willbe waived when the Insured is totally disabled, subject to theterms and conditions of the applicable benefit. Once the Policyhas been issued, an optional benefit may be added to the Policy,subject to the Company’s insurability requirements and otherrules. If the written request to terminate an optional benefit isreceived in Good Order at our Home Office before the close oftrading (typically, 4:00 p.m. Eastern Time) on the NYSE on aMonthly Processing Date, the request will be effective on thatdate. If the request is not received on a Monthly Processing Date,or is received on or after the close of trading on the NYSE, it willbe effective on the next Monthly Processing Date. If your requestis not in Good Order, either we or your Financial Representativemay notify you in writing, by telephone or by email in an effortto conform your request to our then-current requirements.

Other Policy Transactions

Transfers Subject to the limitations on short-term andexcessive trading discussed below, you may transfer betweenand among the Divisions of the Separate Account so long asyou are invested in no more than 30 Divisions at a time.Transfer requests will be effective on the Valuation Date on ornext following the date we receive your request in Good Orderat our Home Office. Requests received before the close oftrading (typically, 4:00 p.m. Eastern Time) on the NYSE on aValuation Date are deemed to be received and effective onthat Valuation Date. If received on or after the close of trading

on a Valuation Date, or a day other than a Valuation Date,requests are deemed to be received and effective on the nextValuation Date. If your request is not in Good Order, eitherwe or your Financial Representative may notify you inwriting, by telephone or by email in an effort to conform yourrequest to our then-current requirements.

In order to take full advantage of these features, you shouldcarefully consider, on a continuing basis, which investmentoptions are best suited to your long-term investment needs.Although no fee is currently charged, we reserve the rightwhere allowed by state law to charge a transfer fee of $25. Wewould deduct this charge from each Division in proportion tothe amounts in each Division after the transfer. See “Chargesand Deductions” for more information. In addition, certainPortfolios in which the Divisions invest may imposeredemption fees. These fees are described in the Portfolios’prospectuses. Where allowed by state law, the Companyreserves the right to impose a minimum and/or maximum sizeon transfer amounts. Transfer requests must be in amountsgreater than or equal to 1% of Invested Assets or the requestwill not be processed. Your Financial Representative mayprovide us with instructions on your behalf involving thetransfer of Invested Assets among available Divisions, subjectto our rules and requirements, including the restrictions onshort-term and excessive trading discussed below.

You may request transfers in writing (including via facsimileor, under limited circumstances, by email). You may alsosubmit transfer instructions via the Internet atwww.northwesternmutual.com in accordance with our then-current Internet procedures provided you have properlyauthorized us to accept Electronic Instructions in advance ofyour request. For more information see “Owner Inquiries.”Please note that we are not required to accept ElectronicInstructions and we will not be responsible for losses resultingfrom transactions based on unauthorized ElectronicInstructions, provided we follow procedures reasonablydesigned to verify the authenticity of Electronic Instructions.We reserve the right to limit, modify, suspend or terminate theability to make transfers via Electronic Instructions. Currentlywe do not accept requests by telephone.

Short-Term and Excessive Trading Short-term andexcessive trading (sometimes referred to as “market timing”)may present risks to a Portfolio’s long-term investors, such asOwners and other persons who may have material rights underthe Policy (e.g., beneficiaries), because it can, among otherthings, disrupt Portfolio investment strategies, increase Portfoliotransaction and administrative costs, require higher than normallevels of cash reserves to fund unusually large or unexpectedredemptions, and adversely affect investment performance.These risks may be greater for Portfolios that invest in securitiesthat may be more vulnerable to arbitrage trading includingforeign securities and thinly traded securities, such as small capstocks and non-investment grade bonds. These types of tradingactivities also may dilute the value of long-term investors’interests in a Portfolio if it calculates its net asset value usingclosing prices that are no longer accurate. Accordingly, wediscourage market timing activities.


To deter short-term and excessive trading, we have adoptedand implemented policies and procedures which are designedto control abusive trading practices. We seek to apply thesepolicies and procedures uniformly to all Owners, except to theextent we are prevented from doing so under applicable stateor federal law or regulation. Any exceptions must be eitherexpressly permitted by our policies and procedures or subjectto an approval process described in them. Because exceptionsare permitted, it is possible that investors may be treateddifferently and, as a result, some may be allowed to engage intrading activity that might be viewed as market timing.

Among the steps we have taken to reduce the frequency andeffect of these practices are monitoring trading activity andimposing trading restrictions, including the prohibition ofmore than twelve transfers among Divisions under a singlePolicy during a Policy Year. Multiple transfers with the sameeffective date made by the same Owner will be counted as asingle transfer for purposes of applying the twelve transferlimitation. Further, an investor who is identified as havingmade a transfer in and out of the same Division, excluding theGovernment Money Market Division, (“round trip transfer”)in an amount in excess of $10,000 within fourteen calendardays will be restricted from making additional transfers aftermaking two more such round trip transfers within any PolicyYear, including the year in which the first such round triptransfer was made. The restriction will last until the nextPolicy Anniversary and the Policy Owner will be sent a letterinforming him or her of the restriction. An Owner who isidentified as having made one round trip transfer within thirtycalendar days aggregating more than one percent (1%) of thetotal assets of the Portfolio underlying a Division, excludingthe Government Money Market Division and the Divisionscorresponding to the Portfolios of the Russell InvestmentFunds LifePoints® Variable Target Portfolio Series, will berestricted from making additional transfers after making onemore such round trip transfer within any Policy Year,including the year in which the first such round trip transferwas made. The restriction will last until the next PolicyAnniversary and the Policy Owner will be sent a letterinforming him or her of the restriction. Unless we believe yourtrading behavior to be inconsistent with these short-term andexcessive trading policies, these limitations will not apply toautomatic asset transfers, scheduled or systematic transactionsinvolving portfolio rebalancing, dollar cost averaging, initialallocations or changes in future allocations, to the extent thesefeatures are available under your Policy. Once a Policy isrestricted, we will allow one additional transfer into theGovernment Money Market Division until the next PolicyAnniversary. Additionally, in accordance with our procedures,we may modify some of these limitations to allow fortransfers that would not count against the total transfer limitbut only as necessary to alleviate any potential hardships toOwners (e.g., in situations involving a substitution of anunderlying fund).

Policies such as yours (or other Policies supported by theSeparate Account) may be purchased by a corporation or otherentity as a means to informally fund the liabilities created bythe entity’s employee benefit or similar plan. These Policies

may be aggregately managed to match liabilities under such plans.Policies sold under these circumstances may be subject to specialtransfer restrictions. Namely, transactions involving portfoliorebalancing programs may be exempt from the twelve transfersper Policy year limitation where: (1) the purpose of the portfoliorebalancing program is to match the Policy to the entity’semployee benefit or similar plan; (2) the portfolio rebalancingprogram adequately protects against short-term or excessivetrading; and (3) the portfolio rebalancing program is managed by athird party administrator that meets our requirements. We reservethe right to monitor or limit transactions involving portfoliorebalancing programs where we believe such transactions may bepotentially harmful to a Portfolio.

We may change these policies and procedures from time totime in our sole discretion without notice; provided, however,Owners will be given advance, written notice if the policiesand procedures are revised to accommodate market timing.Additionally, the Funds may have their own policies andprocedures described in their prospectuses that are designed tolimit or restrict frequent trading. Such policies may bedifferent from our policies and procedures, and may be moreor less restrictive. As the Funds may accept purchasepayments from other investors, including other insurancecompany separate accounts on behalf of their variable productcustomers and retirement plans, we cannot guarantee that theFunds will not be harmed by any abusive market timingactivity relating to the retirement plans and/or other insurancecompanies that may invest in the Funds. The Funds’ policiesand procedures may provide for the imposition of aredemption fee and may require us to provide transactioninformation to the Fund (including an Owner’s taxidentification number) and to restrict or prohibit transfers andother transactions that involve the purchase of shares of aPortfolio. In the event a Fund instructs us to restrict or prohibittransfers or other transactions involving shares of a Portfolio,you may not be able to make additional purchases in aDivision until the restriction or prohibition ends. If you submita request that includes a purchase or transfer into such arestricted Division, we will consider the request “not in GoodOrder” and it will not be processed. You may, however,submit a new transfer request.

If we believe your trading activity is in violation of, orinconsistent with, our policies and procedures or otherwise ispotentially disruptive to the interests of other investors, youmay be asked to stop such activities and future investments,and allocations or transfers by you may be rejected withoutnotice. Because we retain discretion to determine what actionis appropriate in a given situation, investors may be treateddifferently and some may be allowed to engage in activitiesthat might be viewed as market timing.

We intend to monitor events and the effectiveness of ourpolicies and procedures in order to identify whether instances ofpotentially abusive trading practices are occurring. However,we may not be able to identify all instances of abusive tradingpractices, nor completely eliminate the possibility of suchactivities, and there may be technological limitations on ourability to impose restrictions on the trading practices of Owners.


Dollar-Cost Averaging You may elect to participate in adollar cost averaging (“DCA”) program by making an electionin the Application or by completing an election form andsending it to our Home Office. There is no additional chargefor DCA. Under our DCA program, while the Policy is inforce you may authorize us to transfer monthly a fixed dollaramount or fractional amount from the Government MoneyMarket Division to other Divisions. Transferred amounts mustbe allocated in whole percentages. (See “Other PolicyTransactions—Transfers”). The transfers continue until youinstruct us otherwise, or until the amount in the GovernmentMoney Market Division is exhausted. Your request toparticipate in this program is effective when we receive yourcompleted Application or election form at our Home Office.You may elect to increase or decrease the amount of transferpayments under our DCA program. We may modify, suspend,or discontinue the DCA program at any time.

DCA does not ensure a profit or protect against loss in adeclining market. Carefully consider your willingness tocontinue Premium Payments during periods of both low andhigh prices. You should consult your financial representativebefore deciding whether to elect DCA.

Portfolio Rebalancing Over time, portfolio rebalancinghelps you maintain your allocations among the Divisions youhave chosen. If you elect portfolio rebalancing, your InvestedAssets are periodically rebalanced in accordance with ourprocedures, to return your allocation to the percentages youspecify. Portfolio rebalancing may reduce the amount ofInvested Assets allocated to better performing Divisions.

You may choose to rebalance monthly, quarterly, semi-annually or annually. We do not charge a transfer fee forportfolio rebalancing. You may elect portfolio rebalancing bymaking an election in the Application. Subject to anylimitations imposed by our short-term and excessive tradingpolicies and procedures, you may also elect portfoliorebalancing and modify or terminate your election at any timeby submitting a written request to our Home Office. If youmake transfers through our website, your portfolio rebalancingwill end and you will need to make a new election if you wantportfolio rebalancing to continue. We may modify, limit,suspend, or discontinue this feature at any time.

Allocation Models The Company currently makesavailable allocation models at no extra charge. An Owner canselect only one model at a time. Each of the four modelscurrently available is comprised of a combination of Portfoliosrepresenting various asset classes with various levels of risktolerance ranging from moderately conservative to veryaggressive. An Owner may only select a model which iscurrently available. Any investment allocations outside of anOwner’s original model must be made by the Owner, and willnot be made by the Company. The Company does not provideinvestment advice regarding whether a model should berevised or whether it remains appropriate to invest inaccordance with any particular model due to performance, achange in an Owner’s investment needs or for other reasons. Ifan Owner wishes to remove Portfolios from an Owner’smodel and/or change allocations to a current model, the

Owner may do so by notifying us in writing, contacting theirfinancial representative or by calling Advanced MarketsOperations at 1-866-464-3800. There will be no automaticrebalancing to these models unless the Owner choses theautomatic rebalancing option. Please note that investment ina model does not eliminate the risk of loss and it does notprotect against losses in a declining market. An Ownershould consult their financial representative for moreinformation about available allocation models and whetherinvestment in a model is appropriate for them.

Available models may change from time to time. TheCompany reserves the right to modify, suspend, or terminateany asset allocation model at any time without affecting anOwner’s current allocation, except in limited circumstancesinvolving a Substitution or the elimination of a Portfolio as aninvestment option under the Policy (see “Substitution ofPortfolio Shares and Other Changes” below for moreinformation regarding the substitution of a Portfolio). In thatcase, allocations in a Portfolio within a model (OriginalPortfolio) will be transferred to a different Portfolio if theOriginal Portfolio becomes no longer available (e.g., asubstitution, merger, liquidation or closure), in which case theCompany will send written notice in advance of such event. Ifan Owner is invested in a model that is no longer offered andinitiates a change outside of the original model allocations, theOwner will not be able to select the original model (see“Transfers” above for more information about how to changeportfolio allocations).

Please note that investment according to an allocation modelmay result in an increase in assets allocated to Portfoliosmanaged by an investment adviser affiliated with theCompany, and therefore a corresponding increase in Portfoliomanagement fees collected by such adviser and may present aconflict of interest.

Substitution of Portfolio Shares and Other Changes Whenpermitted by law and subject to any required regulatoryapprovals, we reserve the right to eliminate a Portfolio and tosubstitute another Portfolio or mutual fund for such Portfolio ifthe shares of the Portfolio are no longer available for investmentor, in our judgment, further investment in the Portfolio is nolonger appropriate.

Charges and Deductions

Premium Expense Charges We deduct a charge of 2.00%from each Premium Payment for state premium taxes that weincur (Premium Tax Charge). Premium taxes vary from state tostate, although we charge 2.00% regardless of the state in whichyou live. The tax rate for the state in which you live may belower, higher, or equal to the 2.00% deduction. This charge mayincrease or decrease in the future to cover these taxes.

We deduct a charge from each Premium Payment for the costof a portion of our federal corporate income taxes attributableto policy acquisition expenses (Federal Deferred AcquisitionCost Charge). Due to a federal tax law change under theOmnibus Budget Reconciliation Act of 1990, as amended(“OBRA”), insurance companies are generally required to


capitalize and amortize certain acquisition expenses ratherthan currently deduct such expenses. Due to this capitalizationand amortization, the corporate income tax burden oninsurance companies has been affected. We currently make acharge of 0.85% against each Premium Payment tocompensate us for the additional corporate tax burden. Webelieve that this charge does not exceed a reasonable estimateof an increase in our federal income taxes resulting from achange in the Internal Revenue Code relating to deferredacquisition costs. This charge may increase or decrease in thefuture to reflect changes in tax laws.

We deduct a charge, or sales load, from each PremiumPayment for sales costs. This charge is a percentage ofPremium Payments. For Premium Payments up to the TargetPremium in Policy Years 1-10, the percentage is 5.2%. ForPremium Payments up to the Target Premium in Policy Years11 and higher, the percentage is 1.7%. For Premium Paymentsin excess of the Target Premium in all Policy Years, thepercentage is 1.7%.

We expect to recover our expenses of selling and advertising(“distribution expenses”) from this amount, over the periodwhile the Policies are in force, and from the Deferred SalesCharges and surrender charges described below. The amountswe deduct for distribution expenses in a Policy Year are notspecifically related to distribution expenses incurred that year.To the extent that distribution expenses exceed the amountsdeducted, we will pay the expenses from our other assets.These assets may include, among other things, any gainrealized from the monthly charge against the Invested Assetsfor the mortality and expense risks we have assumed. (See“Monthly Policy Charges and Service Charges”). To theextent that the amounts deducted for distribution expensesexceed the amounts needed, we will realize a gain.

Monthly Policy Charges and Service Charges We deducta Monthly Policy Charge from Invested Assets on eachMonthly Processing Date. The Monthly Policy Chargeincludes the monthly Cost of Insurance Charge, the monthlyMortality and Expense Risk Charge, the monthlyAdministrative Charge, the monthly Underwriting and IssueCharge, the monthly Deferred Sales Charge, and, if applicable,the monthly Policy Debt Expense Charge, the monthly DeathBenefit Guarantee Charge, and the monthly charge foroptional benefits. These components of the Monthly PolicyCharge are described in the following paragraphs.

• Monthly Cost of Insurance Charge. We determine theamount of the charge by multiplying the net amount at riskby the cost of insurance rate, which is based on factorsincluding but not limited to the Issue Age, sex, andunderwriting classification of the Insured, the underwritingamount, and the Policy Year. The net amount at risk is thedifference between the Death Benefit (or the GuaranteedMinimum Death Benefit if the Policy is in force under theDeath Benefit Guarantee) and the Policy Value. The netamount at risk will be affected by investment performance,the amount and timing of Premium Payments, and thecharges and expenses for the Policy. The maximum cost ofinsurance rates are included in the Policy schedule pages.

All things being equal, higher Issue Ages and/or worseunderwriting classifications will result in higher cost ofinsurance rates, and men will pay higher rates thanwomen. In addition, cost of insurance rates will generallyincrease each Policy Year. The Cost of Insurance Chargecovers the cost of mortality and some expenses. Ourrevenues attributable to this charge may exceed ourmortality and expense costs covered by this charge, inwhich case we may realize a gain.

• Monthly Mortality and Expense Risk Charge. Themaximum amount of the charge is equal to an annual rateof 0.60% (0.05% monthly rate) of Invested Assets.Currently the charge is equal to an annual rate of 0.19%(0.01583% monthly rate) of Invested Assets for the firstten Policy Years, 0.05% (0.00417% monthly rate) ofInvested Assets for Policy Years 11-20, and 0.00%(0.00000% monthly rate) of Invested Assets for PolicyYears 21 and higher. The mortality risk is the risk thatInsureds may not live as long as we estimated. Theexpense risk includes the risk that expenses of issuing andadministering the Policies may exceed the estimated costs.Our revenues attributable to this charge may exceed ourmortality and expense costs covered by this charge, inwhich case we may realize a gain.

• Monthly Administrative Charge. This charge, which variesbased on factors including but not limited to the Insured’sIssue Age, underwriting classification on the Date of Issue,and the Policy Year, is for administrative expenses,including costs of Premium Payment collection,processing claims, keeping records and communicatingwith Owners. The current charge ranges from $9 to $27(monthly) for Policy Years 1-10 and from $5 to $8(monthly) for Policy Years 11 and beyond.

• Monthly Underwriting and Issue Charge. This chargeapplies only during the first ten Policy Years and is basedon the Initial Specified Amount, the Insured’s Issue Ageand the underwriting classification of the Insured on theDate of Issue. The charge ranges from $0.005 to $0.03(monthly) per $1,000 of Initial Specified Amount.

• Monthly Policy Debt Expense Charge. This charge is forthe expenses and taxes associated with Policy Debt, if any.The maximum amount of the charge is equal to an annualrate of 2.0% (0.16667% monthly rate) of Policy Debt.Currently the charge when the Insured is Attained Age 99and below varies by Policy Date. For Policies with aPolicy Date on or after January 1, 2016, the current chargeis equal to an annual rate of 0.90% (0.075% monthly rate)of Policy Debt for Policy Years one through ten, 0.75%(0.0625% monthly rate) of Policy Debt for Policy Years11-20, and 0.20% (0.01667% monthly rate) of Policy Debtfor Policy Years 21 and higher. For Policies with a PolicyDate prior to January 1, 2016, the current charge is equalto an annual rate of 0.65% (0.05417% monthly rate) ofPolicy Debt for Policy Years one through ten, 0.50%(0.04167% monthly rate) of Policy Debt for Policy Years11-20, and 0.35% (0.02917% monthly rate) of Policy Debtfor Policy Years 21 and higher. The current charge for all


Policies when the Insured is Attained Age 100 and aboveis 0.00% annually of Policy Debt. This charge is inaddition to the interest charged on any Policy Loan and isdeducted from Invested Assets.

• Monthly Deferred Sales Charge. This charge for salesexpenses is deducted only during the first ten Policy Years,and is based on factors including but not limited to theInsured’s Issue Age and underwriting classification on theDate of Issue. During the first Policy Year, the charge oneach Monthly Processing Date is a percent of cumulativepremiums paid through that date (up to the TargetPremium). The charge applied during Policy Years twothrough ten is based on the cumulative premiums paid inthe first Policy Year (up to the Target Premium).

• Monthly Death Benefit Guarantee Charge. This chargecompensates us for the risk we have assumed by guaranteeingthe Guaranteed Minimum Death Benefit. For a Policy that hasa Death Benefit Guarantee, the maximum amount of thecharge is $0.02 (monthly) per $1,000 of GuaranteedMinimum Death Benefit. Currently the charge is $0.01(monthly) per $1,000 of Guaranteed Minimum Death Benefit.

• Waiver Benefit: Payment of Selected Monthly PremiumUpon Total Disability. Waiver Benefit: Payment ofSpecified Monthly Charges Upon Total Disability andAdditional Purchase Benefit. The charge for a WaiverUpon Total Disability Benefit is deducted if either of theWaiver benefits is selected. Charges for these optionalbenefits vary based on factors including but not limited tothe Insured’s Attained Age and underwriting classification,and the amount of the benefit, and may increase from yearto year. For substandard risks, the charges may beincreased by a multiple of up to 4.5 times the standard riskrate. We also deduct a charge for the Additional PurchaseBenefit, if selected. The charge for this optional benefitvaries based on the Insured’s Attained Age at the time thebenefit is added to the policy, gender, and the amount ofthe benefit. The guaranteed maximum charge for thePayment of Selected Monthly Premium Upon TotalDisability Benefit is the greater of $0.09 (monthly) per$1.00 of Selected Monthly Premium, or $0.15 (monthly)per $1.00 of Specified Monthly Charges. The guaranteedmaximum charge for the Payment of Specified MonthlyCharges Upon Total Disability Benefit is $0.15 (monthly)per $1.00 of Specified Monthly Charges.

We also charge certain transaction fees (also referred to asservice charges) to be deducted from Invested Assets on thedates on which transactions take place. These service chargesare $25 per change if more than one change occurs inSpecified Amount in a Policy Year, $25 per withdrawal, $25per transfer of assets among the Divisions of the SeparateAccount, and $25 per change of the Death Benefit option.Currently we waive all of these fees.

You may have the option of receiving funds via wire transferor priority mail. Currently, a fee of $25 is charged for wiretransfers (up to $50 for international wires) and a $15 fee (upto $45 for next day, a.m. delivery) for priority mail. These fees

are to cover our administrative costs or other expenses. Wemay discontinue the availability of these options at any time,with or without notice.

We will apportion deductions from Invested Assets among theDivisions of the Separate Account in proportion to theamounts invested in the Divisions.

A surrender charge will be deducted from Invested Assetsonly during the first ten Policy Years if the Policy issurrendered or changed to Fixed Paid-Up insurance. Thesurrender charge during the first Policy Year is a percentageof the Premium Payments paid up to the Target Premium,where the percentage varies by Issue Age, but never exceeds50% of the premium paid. After the first Policy Year, thesurrender charge remains level through the end of the fifthPolicy Year, and then grades down monthly in Policy Yearssix through ten to zero.

All charges in this section expressed in dollars have beenrounded to the nearest dollar, where appropriate. Amounts thatwould round to zero have been rounded to the nearest pennyor less, as necessary.

The value of the net assets of each Division reflects themanagement fees and other expenses incurred by thecorresponding Portfolio in which the Division invests. Forcertain Portfolios, certain expenses may have been reimbursedor fees may have been waived during 2017 in addition to anycontractual fee waiver or reimbursements. It is anticipated thatany such voluntary expense reimbursement and fee waiverarrangements would continue past the current year, althoughcertain arrangements may be terminated at any time. Aftertaking into account these arrangements, as well as anycontractual fee waiver or expense reimbursementarrangements, Annual Portfolio Operating Expenses wouldhave ranged from a minimum of 0.20% to a maximum of1.12%. For further information, consult the Portfolio’sprospectuses and the Annual Portfolio Operating Expensestable included in the Fee Table of this prospectus.

Other Policy Provisions

Naming a Beneficiary You must name a beneficiary onyour Application at the time you apply for your Policy, butyou may change the beneficiary you designate while theInsured is living and during the first 60 days after the date ofdeath of the Insured if you are not the Insured. Naming orchanging a beneficiary will be made after receipt of yourwritten request in our Home Office, effective as of the dateyou sign your request. Any beneficiary change terminates allrights under previous beneficiary designations. We will not beresponsible for any payment or other action we take withrespect to your Policy before we receive your written request,and we may require the Policy to be sent to us forendorsement to reflect the beneficiary change.

Incontestability For Policies issued prior to June 10, 2013(or prior to September 18, 2013 in the state of California), wewill not contest a Policy after it has been in force during thelifetime of the Insured for two years from the Date of Issue or


the date of reinstatement (or earlier, as required by state law).We will not contest a change to the Policy that was subject toinsurability requirements after the change has been in forceduring the lifetime of the Insured for two years from the dateof the change. After the two year period, to the extentpermitted by state law we may rescind the Policy if theapplication contains a fraudulent misstatement.

For Policies issued on or after June 10, 2013 (or on or afterSeptember 18, 2013 in the state of California), we will not contesta Policy after it has been in force during the lifetime of theInsured for two years from the Date of Issue or the date ofreinstatement (or earlier, as required by state law), except in casesof fraudulent misstatement, which may be contested at any timeunless restricted by your state of issue. We will not contest achange (including an increase in the amount of insurance) to thePolicy that was subject to insurability requirements after thechange has been in force during the lifetime of the Insured fortwo years from the date of the change except in cases offraudulent misstatement, which may be contested at any timeunless restricted by your state of issue. After the two year period,to the extent permitted by state law we may rescind the Policy ifthe application contains a fraudulent misstatement

Suicide If the Insured dies by suicide within one year fromthe Date of Issue (or earlier, as required by state law), theamount payable under the Policy will be limited to thePremium Payments, less the amount of any Policy Debt andwithdrawals. If the Insured dies by suicide within one year ofthe date of issuance (or earlier, as required by state law) of anincrease in the amount of insurance, which was subject toinsurability requirements, the amount payable with respect tothe increase will be limited to the amounts charged for the costof insurance and other expenses attributable to the increase.The amount payable may be different in your state.

Misstatement of Age or Sex If the age or sex of the Insuredhas been misstated, the Policy will be modified by recalculatingall values and benefits based on the correct age and sex.

Collateral Assignment You may assign a Policy ascollateral security. We are not responsible for the validity oreffect of a collateral assignment and we will not be deemed toknow of an assignment before receipt of the assignment inwriting at our Home Office. The interests of any beneficiarywill be subject to any collateral assignment made either beforeor after any beneficiary is named. The collateral assignee isnot an Owner. A collateral assignment is not a transfer ofownership. (See “Ownership Rights”).

Deferral of Determination and Payment We willordinarily pay Policy Benefits (i.e., Policy loans, CashSurrender Value, and withdrawals) within seven days after wereceive all required documents at our Home Office. However,we may defer determination and payment of benefits if:

• the NYSE is closed, other than customary weekend andholiday closings, or trading on the NYSE is restricted asdetermined by the SEC; or

• the SEC permits, by an order, the postponement of anypayment for the protection of Owners; or

• the SEC determines that an emergency exists that wouldmake the disposal of securities held in the SeparateAccount or the determination of their value not reasonablypracticable; or

• such suspension or postponement is otherwise permittedby the 1940 Act.

If, under SEC rules, the Government Money Market Portfoliosuspends payments of redemption proceeds in connection witha liquidation of the Portfolio, we will delay payment of anytransfer, partial surrender, surrender, death benefit from theGovernment Money Market Division until the Portfolio isliquidated.

When the Policy is in force as Fixed Paid-Up insurance, wemay defer paying the Cash Surrender Value for up to sixmonths from the date of surrender. If payment is deferred for30 days or more, interest will be paid on the Cash SurrenderValue at an annual effective rate of 4% from the date ofsurrender to the date of payment. We may also defer paymentof a Policy loan or withdrawal for up to six months.

If you have submitted a check or draft to our Home Office, wehave the right to defer payment of Life Insurance Benefit,surrender, withdrawal, loan, or Income Plan proceeds until thecheck or draft has been honored.

If mandated under applicable law, we may be required tofreeze an Owner’s Policy Value and thereby refuse to pay anyrequests for transfer, withdrawal, surrender, loans, or LifeInsurance Benefit, until instructions are received from theappropriate regulatory or other lawful authority. We may alsobe required to provide additional information about you, yourPolicy, and your trading activities to government regulators.

Dividends This Policy is eligible to share in the divisiblesurplus, if any, of the Company. Each year we determine, inour sole discretion, the amount and appropriate allocation ofdivisible surplus. Divisible surplus allocated to your Policy isreferred to as a “dividend.” The Policy’s share, if any, will becredited as a dividend on the Policy Anniversary. There is noguaranteed method or formula for the determination orallocation of divisible surplus. The Company’s approach issubject to change. There is no guarantee of a divisible surplus.Even if there is a divisible surplus, the payment of a dividendon the Policy is not guaranteed. It is not expected that anydividends will be payable on the Policy.

We will credit annual dividends, if any, in cash or you mayuse them to increase the Policy Value. If you do not providedirection as to the use of dividends, we will use them toincrease the Policy Value. Dividends used to increase thePolicy Value will be allocated to the Divisions of the SeparateAccount according to the allocation of Net Premiums then ineffect.

Voting Rights

As long as the Separate Account continues to be registered asa unit investment trust under the 1940 Act, and as long asSeparate Account assets of a particular Division are investedin shares of a given Portfolio, we will vote the shares of that


Portfolio held in the Separate Account in accordance withinstructions we receive from Owners. Periodic reports relatingto the Portfolios, proxy material and a form on which one cangive instructions with respect to the proportion of shares of thePortfolio held in the Separate Account corresponding to theOwner’s Policy Value, will be made available to theOwner(s). We will vote shares for which no instructions havebeen received and shares held in our General Account in thesame proportion as the shares for which instructions have beenreceived from Owners. The effect of such proportional votingis that a small number of Owners may control the outcome ofa particular vote.

Reports and Financial Statements

For each Policy Year, we will send you a statement showingthe Death Benefit, Policy Value and any Policy Debt(including interest charged) as of the Policy Anniversary. Wewill also send you a confirmation statement when you make aPremium Payment, transfer assets among Divisions, make awithdrawal of Policy Value, take a Policy loan, or surrenderthe Policy. The annual statement and confirmation statementswill show the apportionment of Invested Assets among theDivisions. If the Policy is in force as Fixed Paid-Up insurance,statements and reports will be limited to an annual Policystatement showing the Death Benefit, Contract Fund Value,and any Policy Debt.

Annually, we will send you a report containing financialstatements of the Separate Account and, semi-annually, wewill send you reports containing financial information andschedules of investments for the Portfolios underlying theDivisions to which your Invested Assets are allocated. Thefinancial statements of the Company appear in the Statementof Additional Information. To receive a copy of the AnnualReport, Semi-Annual Report and/or Statement of AdditionalInformation, call Advanced Markets Operations at1-866-464-3800. Certain reports and other information can beobtained on our website at www.northwesternmutual.com.

Householding

To reduce costs, we may send only a single copy of the samedisclosure document(s) (such as prospectuses, prospectussupplements, reports, announcements, proxy statements,notices, and information statements) to each consentinghousehold (rather than sending copies to each Owner residingin a household). If you are or become a member of such ahousehold, you can revoke your consent to “householding” atany time, and can begin receiving your own copy of suchdisclosure documents by calling Advanced MarketsOperations at 1-866-464-3800.

Abandoned Property Requirements

Every state has unclaimed property laws which generallydeclare insurance contracts/policies to be abandoned after aperiod of inactivity of three to five years from the contract’s/policy’s maturity date, the date the death benefit is due andpayable, or in some states, the date the insurer learns of thedeath of the insured. For example, if the payment of the death

benefit has been triggered, but, if after a thorough search, weare still unable to locate the beneficiary, or if the beneficiarydoes not come forward to claim the death benefit proceeds in atimely manner, the death benefit proceeds will be paid to theabandoned property division or unclaimed property office ofthe state in which the beneficiary or you last resided, as shownon our books and records, or to our state of domicile. This“escheatment” is revocable, however, and the state isobligated to pay the death benefit proceeds (without interest)if your beneficiary steps forward to claim them with theproper documentation. To prevent such escheatment, it isimportant that you update your beneficiary designations,including addresses, if and as they change. Please contact yourFinancial Representative or call Advanced MarketsOperations at 1-866-464-3800 for assistance in making suchchanges.

Cybersecurity

The Company has administrative, technical and physicalsafeguards in place with respect to information security,nevertheless, our variable product business is potentiallysusceptible to operational and information security risksresulting from a cyber-attack as it is highly dependent uponthe effective operation of our computer systems and those ofour business partners. These risks include, among other things,the theft, misuse, corruption and destruction of datamaintained online or digitally, denial of service on websitesand other operational disruption and unauthorized release ofconfidential customer information. Cyber-attacks affecting us,the Portfolios, intermediaries and other affiliated or third-partyservice providers may adversely affect us and your PolicyValue. For instance, cyber-attacks may interfere with ourprocessing of contract transactions (including the processingof orders through our website, if available, or with thePortfolios), impact our ability to calculate values, cause therelease and possible destruction of confidential customer orbusiness information, impede order processing, subject us and/or our service providers and intermediaries to regulatory finesand financial losses and/or cause reputational damage.Cybersecurity risks may also impact the issuers of securities inwhich the Portfolios invest, which may cause the Portfolios tolose value. There can be no assurance that we or the Portfoliosor our service providers will avoid losses affecting your Policydue to cyber-attacks or information security breaches in thefuture.

Legal Proceedings

Northwestern Mutual, like other life insurance companies, isgenerally involved in litigation at any given time. Althoughthe outcome of any litigation cannot be predicted withcertainty, we believe that, as of the date of this prospectus,there are no pending or threatened lawsuits that will have amaterially adverse impact on the ability of NorthwesternMutual to meet its obligations under the Policy, on theSeparate Account, or on NMIS and its ability to perform itsduties as underwriter for the Separate Account.


Speculative Investing

Do not purchase this Policy if you plan to use it, or any of itsriders, for any type of speculative collective investmentscheme (including, for example, arbitrage). Your Policy is notintended to be traded on any stock exchange or secondarymarket, and attempts to engage in such trading may violatestate and/or federal law.

Owner Inquiries

If eligible, you may get up-to-date information about yourPolicy at your convenience with your User ID and password atour website www.northwesternmutual.com where you canaccess performance information, forms for routine service,and daily values for Policies you own. Eligible Owners mayalso set up certain electronic payments, make transfers amongDivisions (including as applicable Dollar-Cost Averaging and/or Portfolio Rebalancing) and change the allocation of futurePremium Payments online, subject to our administrativeprocedures. For enrollment information, please visit ourwebsite www.northwesternmutual.com. Please note thatelectronic devices may not always be available. Anyelectronic device, whether it is yours, your service provider’s,your agent’s or ours, can experience outages or slowdowns fora variety of reasons, which may delay or prevent ourprocessing of your request or payment. Although we havetaken precautions to limit these problems, we cannot promisecomplete reliability under all circumstances. If you areexperiencing problems, you should make your request orpayment in writing at our Home Office. Electronic requests orpayments are deemed to be received by us upon receipt at theelectronic location designated by us in our procedures. If youhave questions about surrendering your Policy, please contact

your Financial Representative or call Advanced MarketsOperations at 1-866-464-3800. To file a claim, please call yourFinancial Representative or Life Benefits at 1-800-635-8855.

Illustrations

Your Financial Representative will provide you an illustrationfor your Policy upon your request when you apply for a Policyand while your Policy is in force. When you apply for aPolicy, the illustrations will be based on the information yougive us about the Insured person and will reflect such factorsas the Specified Amount, Death Benefit option and PremiumPayments that you select. While the Policy is in force, theillustrations will reflect the performance of your Policy todate. Illustrations show how the Death Benefit and PolicyValue for a Policy would vary based on hypothetical futureinvestment results. These should be based upon realisticexpectations given your own individual situation.

Illustrations for variable life insurance policies do not projector predict investment results. The illustrated values assumethat non-guaranteed elements such as dividends, Policycharges and level investment returns will not change. Giventhe volatility of the securities markets over time, the illustratedscenario is unlikely to occur and actual Policy Value, DeathBenefit, Cash Surrender Value, and certain expenses (whichwill vary with the investment performance of the Portfolios)will be more or less than those illustrated. In addition, theactual timing and amounts of payments, deductions, expensesand any values removed from the Policy will also impactproduct performance. Due to these variations, even a Portfoliothat averaged the same return as illustrated will producevalues which will be more or less than those which wereoriginally illustrated.

Tax ConsiderationsGeneral The following discussion provides a generaldescription of federal tax considerations relating to the Policy.The discussion is based on current provisions of the InternalRevenue Code (“Code”) as currently interpreted by theTreasury Department and the Internal Revenue Service(“IRS”). The discussion is not exhaustive, it does not addressthe likelihood of future changes in federal tax law orinterpretations thereof, and it does not address state or localtax considerations, which may be significant in the purchaseand ownership of a Policy.

Depending on the circumstances, the exchange of a Policy, aPolicy loan (including the addition of unpaid loan interest to aPolicy loan), or a change in ownership or an assignment of thePolicy, or an interest in the Policy, may have federal incometax consequences. In addition, federal, state and local transfer,estate, inheritance, and other tax consequences of Policyownership, premium payments and receipt of Policy proceedsdepend on the circumstances of each Owner or beneficiary. Ifyou contemplate any such transaction you should consult aqualified tax adviser.

This tax discussion is intended to describe the taxconsequences associated with your Policy. It does notconstitute legal or tax advice, and is not intended to be usedand cannot be used to avoid any penalties that may beimposed on a taxpayer. Taxpayers should seek advice basedon their particular circumstances from an independent taxadvisor.

Life Insurance Qualification Section 7702 of the Codedefines life insurance for federal income tax purposes. UnderSection 7702, a Policy will generally be treated as lifeinsurance for federal tax purposes if at all times it meets eithera guideline premium test (“GLPT”) or a cash valueaccumulation test (“CVAT”). You must choose either theGLPT or the CVAT before the Policy is issued. Once thePolicy is issued, you may not change to a different test. TheDeath Benefit will vary depending on which test is used.

The definitional tests under the Code are based on theCommissioner’s Standard Ordinary (CSO) mortality tables ineffect when the Policies were issued. For Policies issued ormaterially changed after 2008, the tests must be based on the


2001 CSO mortality tables. Because Policies issued based onthe 1980 CSO mortality tables may not satisfy the definitionaltests using the 2001 CSO mortality tables, certain changes tothose Policies will not be permitted (as defined by IRSNotices 2004-61 and 2006-95). Special safe harbor calculationrules apply to life insurance after the Insured attains age 100.See Rev. Proc. 2010-28.

The GLPT has two components, a premium limit componentand a corridor component. The premium limit restricts theamount of premium that can be paid into the Policy. Thecorridor requires that the Death Benefit be at least a certainpercentage (varying each year by age of the Insured, oryounger Insured in the case of survivorship life policies) ofthe Policy Value. The CVAT does not have a premium limit,but does have a corridor that requires that the Death Benefit beat least a certain percentage of the Policy Value, with thepercentage varying based on factors including but not limitedto the age, sex and underwriting classification of the Insured,or in the case of survivorship life insurance, of the youngerInsured. The corridor under the CVAT is different from thecorridor under the GLPT. Specifically, the CVAT corridorrequires more Death Benefit in relation to Policy Value than isrequired by the GLPT corridor. Therefore, as your PolicyValue increases your Death Benefit may increase more rapidlyin the Policy’s earlier years under CVAT than it would underGLPT. We have designed the Policy to comply with theserules. We will return premiums that would cause a Policy tobe disqualified as life insurance, or we may take any otheraction that may be necessary for the Policy to qualify as lifeinsurance for tax purposes.

In deciding whether or not to choose the CVAT, you shouldconsider that the CVAT generally permits more premiums tobe contributed to a Policy, but may require the Policy to havea higher Death Benefit, which may increase the Cost ofInsurance charges, especially in the Policy’s later years. Inaddition, for certain Policies issued with a Surrender of PolicyEndorsement on or after April 23, 2008 (or later, depending onthe date the Endorsement was approved by a state), thecorridor percentages for both the GLPT and CVAT corridorsare applied to the sum of Policy Value and the EndorsementAmount during the period of Endorsement.

As provided by Section 817(h) of the Code, the Secretary ofthe Treasury has set standards for diversification of theinvestments underlying variable life insurance policies.Failure to meet the diversification requirements woulddisqualify your Policy as life insurance for purposes ofSection 7702 of the Code. We believe that your Policycomplies with the provisions of Section 7702 and 817(h) ofthe Code, but the application of these rules is not entirelyclear. We may make changes to your Policy if necessary forthe Policy to qualify as life insurance for tax purposes.

IRS Rev. Ruls. 2003-91 and 2003-92 provide guidance onwhen an Owner’s control of Separate Account assets willcause the Owner, and not the life insurance company, to betreated as the owner of those assets. Important indicators ofinvestor control are the ability of the Owner to select theinvestment advisor, the investment strategy or the particular

investments of the Separate Account. If the Owner of a Policywere treated as the owner of the assets held in the SeparateAccount, the income and gains related to those assets wouldbe included in the Owner’s gross income for federal incometax purposes. We believe that we own the assets of theSeparate Account under current federal income tax law.

Tax Treatment of Life Insurance While a Policy is inforce, increases in the Policy Value as a result of investmentexperience are not subject to federal income tax until there is adistribution as defined by the Code. The Death Benefitreceived by a beneficiary will generally not be subject tofederal income tax.

So long as your Policy is not classified as a MEC (see“Modified Endowment Contract”), the proceeds from asurrender or withdrawal will generally be taxable only to theextent that the proceeds exceed the basis of the Policy. Thebasis of the Policy is generally equal to the PremiumPayments less any amounts previously received as tax-freedistributions. Dividends paid in cash, if any, are generallytaxed as withdrawals with a resulting reduction in basis.However, dividends applied to purchase additional insuranceor used to pay premiums are generally not taxable. In certaincircumstances, a withdrawal of Policy Value during the first15 Policy Years may be taxable to the extent that the PolicyValue exceeds the basis of the Policy. This means that theamount withdrawn may be taxable even if that amount is lessthan the basis of the Policy.

Unless the Policy is a MEC a loan received under your Policywill not be treated as a distribution subject to current federalincome tax. The Policy loan, increased by accrued interest,reduces the Cash Surrender Value of the Policy. If the Policyremains in force until the death of the Insured or, in the caseof joint life insurance, the second death, the Policy Debt willbe repaid from the Death Benefit. However, if the Policyterminates by any method other than death, the Policy Debtwill be repaid from the Cash Value of the Policy, and the totalPolicy Value, including the total amount of the Policy Debt,will be taxable to the extent it exceeds the basis of the Policy.If the extended term insurance nonforfeiture option isavailable in your Policy, and it lapses to extended terminsurance, the Policy Debt will be repaid from Policy Value ofthe Policy and the Policy Debt repayment will be treated asincome and taxable to the extent it exceeds Policy’s basis.

Caution must be used when taking cash out of a Policy throughPolicy loans. If interest is not paid annually, it is added to theprincipal amount and the total Policy Debt will continue toincrease for as long as the loan is maintained on the Policy. Inextreme situations, Owners can face what is called the“surrender squeeze.” The surrender squeeze occurs if the PolicyDebt becomes too large when compared to the unborrowedPolicy Value, less the applicable surrender charge, isinsufficient to cover the Monthly Policy Charges, therebycausing the Policy to lapse. As described above, if your policylapses with outstanding Policy Debt, you will have an incometax liability to the extent the Policy Debt exceeds the Policybasis. This means that you may have to pay income tax for ayear in which you did not receive any cash from the policy.


Interest paid by individual Owners of a Policy will ordinarilynot be deductible. You should consult a qualified tax advisoras to the deductibility of interest paid, or accrued, by businessOwners of a Policy. (See “Business-Owned Life Insurance”).

Subject to the agreement of the Company, and the Ownermeeting any conditions set by the Company, a Policy may beexchanged tax-free for another life insurance policy coveringthe same Insured (or, in the case of survivorship lifeinsurance, covering the Insureds or a surviving Insured) or anannuity contract with the same owner (or, in the case of anannuity owned by a non-natural owner, if the annuitant is thesame as the life insurance policy insured). The Code alsoallows certain policies to be exchanged for stand-alone andcombination long-term care policies on a tax-free basis.Policies that are exchanged for life insurance policies after2008 may only be exchanged for life insurance policies using2001 CSO mortality tables. Any cash received or loan repaidin an exchange will be taxed to the extent of the gain in thePolicy (i.e., on a gain-first basis).

Ownership of a Policy, or an interest in the Policy, may betransferred. If the transfer is for a valuable consideration, it istaxable to the extent the sales proceeds or fair market value ofproperty received exceed the basis of the Policy. The transferof a Policy with a loan in excess of Policy basis is considereda sale to the extent of the loan, and the loan is treated as “salesproceeds” paid to the transferor. If a Policy, or an interest in aPolicy were transferred for valuable consideration, the deathbenefit will be taxable as ordinary income to the extent itexceeds the sum of the purchase price and subsequentpremiums paid by the new owner. However, the death benefitwill not be taxable if both of the following criteria aresatisfied:

1. The transfer was no a “Reportable Policy Sale,” and

2. The transferee is the insured, a partner of theinsured, a partnership in which the insured is apartner or a corporation in which the insured is ashareholder or officer or the basis of the Policy iscarried over, in whole or in part, in the transfer.

A Reportable Policy Sale is defined by Code section101(a)(3), which was enacted in 2017 as part of the Tax Cutsand Jobs Act. A Reportable Policy Sale occurs when a Policyor an interest in the Policy is transferred, directly or indirectly,for valuable consideration and the acquirer does not have a“substantial family, business, or financial relationship with theinsured apart from the acquirer’s interest in” the Policy. Anexample of an indirect transfer is an acquisition of apartnership that owns the Policy. If a Reportable Policy Saleoccurs, the acquirer and the insurance company are required tosend information about the sale to the IRS and the transferor.At the time the prospectus was printed, the IRS had not yetissued guidance related to these reporting rules, so specificrequirements are unclear.

Where the Policy cash value is distributed as periodicpayments under a payment plan, part or all of the taxablepayments may be subject to an additional 3.8% Medicare tax.The tax will be assessed on the Owner’s net investment

income for the year to the extent that the Owner’s adjustedgross income (with slight modifications) exceeds $250,000(married filing jointly or surviving spouse), $125,000 (marriedfiling separately) or $200,000 (other filers) (not indexed).Under final regulations issued by the IRS, “net investmentincome” may, among other things, include the transfer of alife insurance policy that constitutes a sale, interest paid on theDeath Benefit and taxable distributions from life insurancepolicies held in arrangements that constitute “passiveactivities”. You should seek qualified tax advice.

Modified Endowment Contracts (MEC) A modifiedendowment contract (“MEC”) is a type of life insurancecontract that is taxed less favorably on lifetime distributionsthan other life insurance contracts. A MEC has less-favorabletax treatment because it is considered to be too investmentoriented. Generally, a Policy will be classified as a MEC if thecumulative premiums paid during the first seven Policy Yearsafter issue, or after a “material change” (described below),exceed the policy’s “seven-pay” limit. The seven-year timeperiod is commonly referred to as the “seven-pay period”.Code Section 7702A defines the seven-pay limit as the sum ofthe Premium Payments (net of expense and administrativecharges) that would have to be paid in order for the Policy tobe fully paid-up after seven level annual payments, based ondefined interest and mortality assumptions. If premiums inexcess of the seven-pay limit are paid during a seven-payperiod, a Policy will be a MEC. However, a policy will not bea MEC if the excess premiums are refunded, with interest,within 60 days after the end of the Policy Year in which theyare paid. For purposes of measuring this 60-day refund period,the term “Policy Year” refers to the year that starts on the dateof a material change if that date is different than the PolicyDate. If excess premium is refunded, all Policy values arerecalculated as though the excess premium had never beenpaid.

A Policy can also become a MEC if the benefits under thePolicy are reduced during the seven-pay period. Or, in the caseof survivorship life Policies, the lifetime of either Insured. If areduction occurs during a seven-pay period, the seven-payPremium Payment limit will be redetermined based on thereduced level of benefits. All premiums paid during theseven-pay period must be retroactively tested against the new,lower, seven-pay limit. If the premiums previously paid aregreater than the recalculated seven-pay limit, the Policy willbecome a MEC. This means that a reduction of Policy benefitscan result in a MEC because of premiums paid in prior yearseven if those premiums did not exceed the policy’s seven-paylimit at the time they were paid. A reduction in benefitsincludes a decrease in the amount of coverage, the terminationor reduction of certain riders, a withdrawal or any other actionresulting in a surrender of Policy Value to you according tothe terms of the Policy, an election of the paid-up option or, insome cases, a lapsing of the Policy where the Policy is notreinstated within 90 days. A life insurance policy which isreceived in exchange for a MEC will also be considered aMEC. In the case of joint life Policies, the reduction test mustbe applied during the lifetime of either insured rather thanonly during seven-pay periods.


Whenever there is a “material change” under a Policy, it willgenerally be treated as a new contract for purposes ofdetermining whether the Policy is a MEC. This means that anew seven-pay period begins with a new seven-pay limit. Thenew seven-pay limits is determined by taking into account thePolicy Value of the Policy at the time of such change. Amaterial change could occur as a result of certain changes tothe benefits or terms of the Policy, such as a change in a deathbenefit option or a change in the Insured(s), if allowable underyour Policy. A material change could occur as a result of anincrease in the death benefit, the addition of a benefit or thepayment of a premium after the seven-pay period, whichcould be considered “unnecessary” under the Code.

If a Policy is a MEC, any distribution from the Policy will betreated as a distribution of gain first, subject to ordinary incometaxation. Distributions for this purpose include a loan, awithdrawal of Policy Value, a surrender of the Policy, anddividends paid in cash. Dividends retained by the Company toincrease Policy Value are not considered “Distributions”.Distributions taken within the two-year period prior to a Policybecoming a MEC may also be taxed under the MEC tax rules.The Policy basis is increased to the extent a loan is a taxabledistribution from a MEC. For these purposes, the term “loan”,includes an increase in Policy Debt due to accrued but unpaidloan interest, or an assignment or pledge of the policy to securea loan. For purposes of determining the taxable portion of anydistribution, all MECs issued by Northwestern Mutual to thesame Owner (excluding certain qualified plans) during anycalendar year are to be aggregated. The Secretary of theTreasury has authority to prescribe additional rules to preventavoidance of gain-first taxation on distributions from MECs.

A 10% penalty tax will apply to the taxable portion of adistribution from a MEC. The penalty tax will not, however,apply to distributions (i) to taxpayers 591⁄2 years of age orolder, (ii) in the case of a disability (as defined in the Code) or(iii) received as part of a series of substantially equal periodicannuity payments for the life (or life expectancy) of thetaxpayer or the survivorship lives (or survivorship lifeexpectancies) of the taxpayer and the taxpayer’s beneficiaries.The exceptions generally do not apply to life insurancepolicies owned by corporations or other entities.

Estate Tax and Generation Skipping Taxes If the Insuredowns, or has any incidents of ownership in, the Policy, theamount of the Life Insurance Death Benefit will generally beincludible in the Insured’s estate for purposes of the federalestate tax and any applicable state inheritance tax. If a Policyis a survivorship life Policy, the Life Insurance Death Benefitwill be includible in the estate if the second of the Insureds todie, if that individual owned, or had any incidents ofownership in, the Policy at the time of death. In somecircumstances, the Death Benefit of a policy may be includedin an Insured’s estate even if not owned at the time of death.This may occur if the Insured transferred an ownershipinterest, or an incident of ownership, in a policy within threeyears of death. If the Owner dies, but an Insured is still alive,the fair market value of the Policy will be includible in theOwner’s estate. With appropriate estate planning, an unlimited

marital deduction may permit deferral of federal estate andgift taxes until the death of the Owner’s surviving spouse.

If ownership of the Policy is transferred, either directly or intrust, to a person two or more generations younger than theOwner, the value of the Policy may be subject to a generationskipping transfer tax.

An exemption limit of $5 million (single)/$10 million (married)(with inflation indexing after 2011) and a maximum rate of40% applies for purposes of the estate, gift and generationskipping transfer taxes. In addition, any unused estateexemption limit may be carried over to the surviving spouse.

Business-Owned Life Insurance Business-owned lifeinsurance may be subject to certain additional rules.Section 101(j) of the Code provides that a portion of the DeathBenefit payable under business-owned life insurance in which thebusiness is also the beneficiary will be taxable to the extent itexceeds the premiums or other consideration the business paid forthe policy. This rule will not apply if (i) the insured is an eligibleemployee and (ii) certain notice and consent requirements aresatisfied before the policy is issued. Generally, an eligibleemployee is someone who was an employee at any time duringthe 12-month period before death, a director, a person who ownsmore than 5% of the business, an employee earning more than$120,000 annually (increased for cost of living), one of thehighest 5 paid officers or an employee who is among the highestpaid 35% of employees. The law also imposes an annualreporting and record-keeping obligation on the employer.Increases in Policy Value may also be subject to tax under thecorporation alternative minimum tax provisions.

Section 264(a)(1) of the Code generally disallows a deductionfor Premium Payments on Policies by anyone who is directlyor indirectly a beneficiary under the Policy. Interest on debtthat is related to or is incurred to purchase or carry lifeinsurance might be deductible in certain, limited,circumstances set forth in Code Section 264. For example,interest paid or accrued for up to an aggregate of $50,000 ofindebtedness with respect to life insurance covering a “keyperson” may be deductible. Generally, a key person is definedas an officer or a 20% owner. However, the number of keypersons will be limited to the greater of (a) five individuals, or(b) the lesser of 5% of the total officers and employees of thetaxpayer or 20 individuals. Deductible interest for thesePolicies will be subject to limits based on current market rates.

In addition, if a business owns life insurance with PolicyValue, Section 264(f) may disallow a portion of a business’snon-life insurance related interest deduction. The disallowanceis based on a ratio that compares the amount of unborrowedlife insurance Policy Value to the adjusted basis of otherbusiness assets. Certain policies may be excluded thedisallowance calculation. These include policies held bynatural persons unless the business is a direct or indirectbeneficiary under the policy and policies owned by a businessand insuring an individual who at the time the policy is issuedis an employee, director, officer or 20% owner (as well assurvivorship life policies insuring 20% owners and theirspouses). The IRS has ruled that a policy received in a tax-freeexchange is newly issued for this purpose.


The IRS has ruled privately that losses in business-owned lifeinsurance could be deducted upon the surrender of the policy ifthere was no reasonable prospect of recovery, but that the losseswould be calculated by reducing the basis of the policy by theannual cost of the insurance protection provided by the policy.Private rulings apply only to the taxpayer who receives theruling but may be indicative of the IRS’s thinking on an issue.

Special rules under the Code govern how life insurancecompanies calculate income tax deductions. Under these rulesthe annual increase in the cash value of life insurance policiesowned by life insurance companies may limit the company’sdeductions, resulting in an overall increase in its taxableincome. In Revenue Procedure 2007-61, the IRS provided asafe harbor under which the annual increase in cash value of lifeinsurance policies covering no more than 35% of the company’semployees, directors, officers and 20% owners will not limit thelife insurance company’s deductions. Additionally, the RevenueProcedure included language that the tax-deferred nature ofsuch contracts remains subject to challenge by the IRS underother provisions of the tax law, including judicial doctrines suchas the business purpose doctrine.

Policy Split Right If your Policy is a survivorship lifePolicy, the Policy permits the Owner to exchange the Policyfor two policies, one on the life of each Insured, withoutevidence of insurability, if a change in the federal estate taxlaw results in the permanent repeal of the unlimited maritaldeduction or a 50% or greater reduction in the maximumestate tax rate set forth in the law. The exchange must be madewhile both Insureds are alive and the written request forexchange must be received no later than 180 days after theenactment of a law containing any of the tax law changesdescribed above.

The IRS has ruled with respect to one taxpayer that such atransaction would be treated as a non-taxable exchange. If notso treated, such a split of the Policy could result in therecognition of taxable income.

Split Dollar Arrangements Life insurance purchased undera split dollar arrangement is subject to special tax rules.Treasury regulations regarding the taxation of split dollararrangements apply only to arrangements entered into ormaterially changed after September 17, 2003. The regulationsprovide that such split dollar arrangements must be taxedunder one of two mutually exclusive tax regimes dependingon the ownership of the underlying life insurance policy.Collateral assignment split dollar arrangements, in which theemployee owns the policy, must be taxed under a loan regime.Where such an arrangement imposes a below market interestrate or no interest rate, the employee is taxed on the imputedinterest under Section 7872 of the Code. Endorsement splitdollar arrangements, in which the employer owns the policy,must be taxed under an economic benefit regime. Under thisregime, the employee is taxed each year on (i) the value of thecurrent life insurance protection provided to the employee,(ii) the increase in the amount of policy Cash Surrender Valueto which the employee has current access, and (iii) the valueof any other economic benefits provided to the employeeduring the taxable year.

Under the Sarbanes-Oxley Act of 2002, it is a criminal offensefor an employer with publicly traded stock to extend orarrange a personal loan to a director or executive officer afterJuly 30, 2002. One issue that has not been clarified is whethereach Premium Payment paid by such an employer under asplit dollar arrangement with a director or executive officer isa personal loan subject to the new law.

Section 409A of the Code imposes requirements fornonqualified deferred compensation plans with regard to thetiming of deferrals, distribution triggers, funding mechanismsand reporting requirements. Nonqualified deferredcompensation plans that fail to meet these conditions are taxedcurrently on all compensation previously deferred and interestearned thereon and are assessed an additional 20% penalty.The law does not limit the use of life insurance as an informalfunding mechanism for nonqualified deferred compensationplans, but Notice 2007-34 treats certain split dollararrangements as nonqualified deferred compensation plansthat must comply with the new rules. These rules becameeffective December 31, 2008. Congress has also consideredlimiting an individual’s annual aggregate deferrals to anonqualified deferred compensation plan to $1,000,000.

Valuation of Life Insurance Special valuation rules applyto Policies distributed from a qualified plan to a participant ortransferred by an employer to an employee. IRS Rev. Proc.2005-25 provides safe harbor formulas for valuing variableand non-variable life insurance. Generally, the safe harborvalue is the greater of (i) the sum of the interpolated terminalreserve, any unearned premiums, and a pro rata portion of theestimated dividends for the Policy Year; or (ii) the cash valuewithout reduction for surrender charges (but adjusted by asurrender factor for policies distributed from qualified plans)multiplied by a factor specified in Rev. Proc. 2005-25. Theserules do not apply to split dollar arrangements entered into onor before September 17, 2003 and not materially modifiedthereafter.

Other Tax Considerations Under Code Section 6011,taxpayers are required to annually report all “reportabletransactions”. Regulations under Code Section 6011 provide alist of several types of reportable transactions, some of whichmay involve life insurance policies. For example, in somecircumstances a reportable transaction might exist if lifeinsurance is owned by a welfare benefit plan. “Reportabletransactions” also include transactions that create significantdifferences between the amount of any item for purposes ofdetermining income, gain, expense or loss for tax purposesdiffers by more than $10 million, on a gross basis, from theamount of the item for purposes for book purposes. However,Rev. Proc. 2004-67 held that the purchase of life insurancepolicies that creates such a difference does not, by itself,constitute a “reportable transaction.” The rules related toreportable transactions are complicated and you shouldconsult a qualified tax advisor before purchasing anyinsurance policy as part of a transaction.


Distribution of the PolicyWe sell the Policy through our Financial Representatives whoalso are registered representatives of Northwestern MutualInvestment Services, LLC (“NMIS”). NMIS, our wholly-owned company, was organized under Wisconsin law in 1998and is located at 611 East Wisconsin Avenue, Milwaukee,Wisconsin 53202. NMIS is a registered broker-dealer underthe Securities Exchange Act of 1934 and is a member of theFinancial Industry Regulatory Authority. NMIS is theprincipal underwriter and distributor of the Policy and hasentered into a Distribution Agreement with us.

Northwestern Mutual variable insurance and annuity productsare available exclusively through NMIS and its registeredrepresentatives and cannot be held with or transferred to anunaffiliated broker-dealer. Except in limited circumstances,NMIS registered representatives are required to offerNorthwestern Mutual variable insurance and annuity products.The amount and timing of sales compensation paid by insurancecompanies varies. The commissions, benefits, and other salescompensation that NMIS and its registered representativesreceive for the sale of a Northwestern Mutual variable insuranceor annuity product might be more or less than that received forthe sale of a comparable product from another company.

The maximum commission payable to the registeredrepresentative who sells the Policy is 40% of Target Premiumand 2.75% of Premium Payments in excess of that amountduring the first Policy Year; 6% of Target Premium and2.75% of Premium Payments in excess of that amount paid inPolicy Years 2-10; and 2% of Premium Payments thereafter.Registered representatives may receive less than the maximumcommission or no commission in certain circumstancesaccording to pre-established guidelines. We may also pay newregistered representatives differently during a training period.In addition, a commission of 0.10% of Invested Assets is paid

at the end of Policy Years 2-10; and 0.07% of Invested Assetsat the end of Policy Years 11 and later. The entire amount ofsales commissions paid to registered representatives is passedthrough NMIS to the registered representative who sold thePolicy and to his or her managers. The Company payscompensation and bonuses for the management team ofNMIS, and other expenses of distributing the Policies.

Because registered representatives of NMIS are also our appointedagents, they may be eligible for various cash benefits, such asbonuses, insurance benefits, retirement benefits, and non-cashcompensation programs that we offer, such as conferences,achievement recognition, prizes, and awards. In addition, registeredrepresentatives of NMIS who meet certain productivity,persistency, and length of service standards and/or their managersmay be eligible for additional compensation. For example,registered representatives who meet certain annual sales productionrequirements with respect to their sales of Northwestern Mutualinsurance and annuity products may qualify to receive additionalcash compensation for their other sales of investment products andservices. Sales of the Policies may help registered representativesand/or their managers qualify for such compensation and benefits.Certain registered representatives of NMIS may receive otherpayments from us for the recruitment, training, development, andsupervision of financial representatives, production of promotionalliterature and similar services.

Commissions and other incentives and payments describedabove are not charged directly to Owners or to the SeparateAccount. We intend to recoup commissions and other salesexpenses through fees and charges deducted under the Policy.NMIS registered representatives receive ongoing servicingcompensation related to the Policies, but may be ineligible toreceive ongoing servicing compensation paid by issuers ofother investment products for certain smaller accounts.

Glossary of TermsAPPLICATIONThe form completed by the applicant when applying forcoverage under the Policy. This includes any:

1. amendments or endorsements;2. supplemental Applications;3. reinstatement Applications; and4. Policy change Applications.

ATTAINED AGEThe Insured’s Issue Age listed in the Policy schedule pages,plus the number of complete Policy Years that have elapsedsince the Policy Date.

CASH SURRENDER VALUEAn amount equal to the Policy Value minus the sum of PolicyDebt and any surrender charge.

CODEThe Internal Revenue Code of 1986, as amended.

DATE OF ISSUEThe date on which insurance coverage takes effect and thedate on which the suicide and contestable periods begin. Thedate is shown in the Policy.

DEATH BENEFITThe gross amount payable to the Beneficiary upon the death ofthe Insured, before the deduction of Policy Debt and otheradjustments. (See “Life Insurance Benefit”).

DEATH BENEFIT GUARANTEE GRACE PERIODA 61-day period after which the Death Benefit Guarantee willterminate if you do not make a sufficient payment.

DIVISIONA subdivision of the Separate Account. We invest eachDivision’s assets exclusively in shares of one Portfolio.


FINANCIAL REPRESENTATIVEAn individual who is authorized to sell you the Policy andwho is both licensed as a Northwestern Mutual insuranceagent and registered as a representative of our affiliate,Northwestern Mutual Investment Services, LLC, the principalunderwriter of the Policy.

FUNDEach Fund is registered under the 1940 Act as an open-endmanagement investment company or as a unit investmenttrust, or is not required to be registered under the Act. EachPortfolio of the Funds is available as an investment optionunder the Policy. The assets of each of the Divisions of theSeparate Account are used to purchase shares of thecorresponding Portfolio of a Fund.

GENERAL ACCOUNTAll assets of the Company, other than those held in theSeparate Account or in other separate accounts that have beenor may be established by the Company.

GOOD ORDERYour request or payment meets all the current requirementsnecessary for us to process it. For certain requests this mayinclude, as applicable, the return of proceeds, evidence ofinsurability, underwriting, MEC-limit (or insurancequalification) requirements, any premium payments due,instructions as to payment due dates, or proper completion ofcertain Northwestern Mutual forms.

HOME OFFICEOur office at 720 East Wisconsin Avenue, Milwaukee,Wisconsin 53202-4797.

INCOME PLANAn optional method of receiving the Death Benefit, maturitybenefit, surrender proceeds or withdrawal proceeds of aninsurance policy or annuity contract through a series ofperiodic payments. An Income Plan may also be known as a“payment plan.”

IN FORCE DATEThe date on which the initial Net Premium is transferred fromthe General Account to the Separate Account after you havemet all the conditions necessary for us to proceed with thefinal issuance of your Policy, such as determination ofunderwriting classification, receipt of minimum premiums andreceipt of all paperwork in Good Order.

INITIAL ALLOCATION DATEThe date identified in the Policy on which we first allocate NetPremium or Invested Assets to the Divisions of the SeparateAccount according to the Owner’s instructions.

INITIAL SPECIFIED AMOUNTThe Specified Amount of coverage on the Date of Issue of thePolicy.

INSUREDThe person named as the Insured on the Application and in thePolicy.

INVESTED ASSETSThe sum of all amounts in the Divisions of the SeparateAccount.

ISSUE AGEThe Insured’s age on his/her birthday nearest the Policy Date.

LIFE INSURANCE BENEFITThe net amount payable upon the death of the Insured. TheLife Insurance Benefit equals the Death Benefit (or theGuaranteed Minimum Death Benefit if the Policy is in forceunder the Death Benefit Guarantee) reduced by anyoutstanding Policy Debt and other adjustments if death occursduring a grace period.

LOAN VALUEAn amount equal to 90% of the excess of the Policy Value onthe date of the loan over the surrender charge that would beapplicable to a surrender on the date of the loan.

MECModified endowment contract as described in Section 7702Aof the Internal Revenue Code. A modified endowmentcontract is a life insurance contract that is considered tooinvestment oriented is taxed less favorably on lifetimedistributions than other life insurance contracts. See the “TaxConsiderations” section for more information.

MONTHLY POLICY CHARGEThe amount equal to the sum of:

1. the monthly cost of insurance charge;2. the monthly underwriting and issue charge;3. the monthly mortality and expense risk charge;4. the monthly administrative charge;5. the monthly deferred sales charge;6. the monthly cost of any optional benefit, if applicable;7. the monthly Policy Debt Expense charge, if applicable;

and8. the monthly Death Benefit Guarantee charge, if

applicable.

MONTHLY PROCESSING DATEThe first Monthly Processing Date is the Policy Date;thereafter, the Monthly Processing Date is the same day ofeach month as the Policy Date. If the Monthly ProcessingDate would otherwise fall on the 29th, 30th, or 31st of themonth, monthly processing will occur on that day or on thelast day of the month if the month does not have that day.

NET PREMIUM(S)The amount of Premium Payment remaining after thePremium Expense Charge has been deducted.

NYSENew York Stock Exchange.

OWNER (You, Your)The person named in the Application as the Owner, or theperson who becomes Owner by transfer or succession.

POLICY ANNIVERSARYThe same day and month as the Policy Date in each yearfollowing the first Policy Year.


POLICY DATEThe date shown on the Policy Schedule Page from which thefollowing are computed:

1. Policy Year;2. Policy Anniversary;3. Monthly Processing Date;4. Death Benefit Guarantee Period;5. the Issue Age of Insured; and6. the Attained Age of the Insured.

POLICY DEBTThe total amount of all outstanding Policy loans, includingboth principal and accrued interest.

POLICY GRACE PERIODA 61-day period after which a Policy will lapse if you do notmake a sufficient payment.

POLICY VALUEThe sum of Invested Assets and Policy Debt.

POLICY YEARA year that starts on the Policy Date or on a PolicyAnniversary.

PORTFOLIOA series of a Fund available for investment under the Policywhich corresponds to a particular Division of the SeparateAccount.

PREMIUM PAYMENTSAll payments you make under the Policy other than loanrepayments and transaction fees.

SEPARATE ACCOUNTNorthwestern Mutual Variable Life Account II.

SPECIFIED AMOUNTThe amount you select, subject to minimums and underwritingrequirements we establish, used in determining the insurancecoverage on an Insured’s life.

TARGET PREMIUMAn amount based on the Specified Amount, Death BenefitGuarantee Period, any optional benefits, and factors relating tothe Insured including but not limited to Issue Age, sex, andunderwriting classification, used to compute part of thePremium Expense Charge, the Deferred Sales Charge, theSurrender Charge and the sales commission.

UNITAn accounting unit of measure representing the value in oneor more Divisions of the Separate Account.

UNIT VALUEThe value of a particular Unit at a particular time. Unit Valueis analogous, but not the same as, the share price of a Portfolioin which a Division invests. It may fluctuate from oneValuation Period to the next.

VALUATION DATEAny day the NYSE is open for trading, except for any daysspecified in the Policy’s prospectus and any day that aDivision’s corresponding investment option does not value itsshares. A Valuation Date ends when the NYSE closes.

VALUATION PERIODThe time between the close of trading on the NYSE on aValuation Date and the close of trading on the next ValuationDate.


Additional InformationMore information about the Separate Account is included in a Statement of Additional Information (“SAI”), which is dated thesame day as this prospectus, is incorporated by reference into this prospectus, and is available free of charge from TheNorthwestern Mutual Life Insurance Company. To request a free copy of the Separate Account’s SAI, or current annual report,call Advanced Markets Operations toll-free at 1-866-464-3800. Under certain circumstances you or your financial representativemay be able to obtain these documents online at www.northwesternmutual.com. Information about the Separate Account(including the SAI) can be reviewed and copied at the Public Reference Room of the SEC in Washington, DC. Information on theoperation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Reports and other informationabout the Separate Account are available on the SEC’s Internet site at http://www.sec.gov, or they may be obtained, uponpayment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F St., NE, Washington, DC 20549-0102.

Your Financial Representative will provide you with illustrations for a Custom Variable Universal Life Policy free of chargeupon your request. The illustrations show how the Death Benefit, Invested Assets and Cash Surrender Value for a Policy wouldvary based on hypothetical investment results. Your Financial Representative will also respond to other inquiries you may haveregarding the Policy, or you may contact Advanced Markets Operations at 1-866-464-3800.

Investment Company Act File No. 811- 21933


AppendixExamples of the Death Benefit Guarantee Tests

The Death Benefit Guarantee prevents the Policy fromterminating during the Death Benefit Guarantee Period. Inorder to maintain the Death Benefit Guarantee, and preventtermination of the Policy during the Death Benefit GuaranteePeriod, at least one of two tests must be met, either theBenchmark Premium Test or the Benchmark Cash Value Test.In general, the Benchmark Premium Test will be met ifcumulative Premiums Payments, less Principal Loan Balance(outstanding loans and interest added to principal) andcumulative withdrawals, are equal to or greater than thecumulative Death Benefit Guarantee Benchmark Premium.(See the “Benchmark Premium Test” section of the prospectusfor a description of the cumulative Death Benefit GuaranteeBenchmark Premium.) For all Policies with the Death BenefitGuarantee, the Benchmark Premium Test will be performedon each Monthly Processing Date during the Death BenefitGuarantee Period or until the Policy Anniversary nearest theInsured’s 121st birthday, if sooner.

If the Benchmark Premium Test is not met on a MonthlyProcessing Date, additional Premium Payments can be madefor up to 60 days after the Monthly Processing Date to meetthe Benchmark Premium Test. However, once the BenchmarkPremium Test has not been met for 61 consecutive days, theOwner will be unable to reinstate the Benchmark PremiumTest and the Death Benefit Guarantee will terminate unless theBenchmark Cash Value Test has been met as described below.

For Policies eligible for the Benchmark Cash Value Test, theBenchmark Cash Value Test offers an alternative way tomaintain the Death Benefit Guarantee without requiring thepayment of additional Premiums for the lifetime of theInsured. (See “Death Benefit Guarantee Test” section of theprospectus for a description of the criteria that must be met touse the Benchmark Cash Value Test.) In general, theBenchmark Cash Value Test determines whether the CashSurrender Value is sufficient to fund the Policy for thelifetime of the Insured, assuming a 4% net investment rate ofreturn and mortality and optional benefit charges not in excessof guaranteed maximum rates. The Benchmark Cash Value isthe minimum amount of Cash Surrender Value needed to passthe Benchmark Cash Value Test at any given point in time.(See the “Benchmark Cash Value Test” section of theprospectus for a description of the Benchmark Cash Value.)

Under the Benchmark Cash Value Test, if the Cash SurrenderValue is greater than or equal to the Benchmark Cash Valueon a Monthly Processing Date while the Death BenefitGuarantee is in effect, the Death Benefit Guarantee willcontinue to remain in effect, regardless of investmentperformance of the Divisions of the Separate Account, as longas the Owner does not take a Policy loan or withdrawal, doesnot fail to pay accrued loan interest when due, and does notchange the terms of the Policy in a manner that results in anincrease in the Company’s risk (such as adding an optionalbenefit). Loans, withdrawals, the accrual of Policy loan

interest to principal, and certain changes in the Policy arereferred to as Retest Events. Policy loan interest accrues dailyand, if not paid when due, is added to the Principal LoanBalance on each Policy Anniversary. If a Retest Event occurs,we will apply the Benchmark Cash Value Test at that time.The Cash Surrender Value at the time a Retest Event occursmust be greater than or equal to the Benchmark Cash Valuefor the Benchmark Cash Value Test to be met.

The following examples illustrate the performance of theBenchmark Premium Test and the Benchmark Cash ValueTest. Each example is based on a Policy with a SpecifiedAmount of $350,000, Death Benefit Option A, Lifetime DeathBenefit Guarantee Period, and an Insured with the followingcharacteristics: Male, Issue Age 35, Premier Non-tobaccounderwriting classification. The monthly Benchmark Premiumin each example is $337.33, with the annual BenchmarkPremium equal to $4,047.96.

THE HYPOTHETICAL VALUES SHOWN IN EACH OFTHE EXAMPLES BELOW ARE FOR EXPLANATORYPURPOSES ONLY AND SHOULD NOT BEINTERPRETED AS A REPRESENTATION OF THEVALUES THAT WOULD APPLY UNDER YOUR POLICY.AMONG OTHER THINGS, BOTH THE CUMULATIVEBENCHMARK PREMIUM AND THE BENCHMARKCASH VALUE WILL VARY BASED UPON FACTORSSUCH AS THE SPECIFIED AMOUNT AND THECHARACTERISTICS OF THE INSURED.


Example One: Benchmark Premium Test

In the example below, the Benchmark Premium Test is met each Policy Month because the monthly Premium Payment alwaysequals the monthly Benchmark Premium and no loans or withdrawals are made under the Policy. Therefore, for each PolicyMonth illustrated below, cumulative Premium Payments always equal the cumulative Benchmark Premiums, and there are noloans or withdrawals. Thus, the Benchmark Premium Test is always met. This example is for explanatory purposes only and isnot meant to reflect the actual or hypothetical experience of your Policy.

PolicyYear

PolicyMonth

MonthlyPremiumPayment

CumulativePremiums

Paid

CumulativeBenchmarkPremiums

BenchmarkPremium

Test*

1 1 337 337 337 Met1 2 337 675 675 Met1 3 337 1,012 1,012 Met1 4 337 1,349 1,349 Met1 5 337 1,687 1,687 Met1 6 337 2,024 2,024 Met1 7 337 2,361 2,361 Met1 8 337 2,699 2,699 Met1 9 337 3,036 3,036 Met1 10 337 3,373 3,373 Met1 11 337 3,711 3,711 Met1 12 337 4,048 4,048 Met2 13 337 4,385 4,385 Met2 14 337 4,723 4,723 Met2 15 337 5,060 5,060 Met2 16 337 5,397 5,397 Met2 17 337 5,735 5,735 Met2 18 337 6,072 6,072 Met2 19 337 6,409 6,409 Met2 20 337 6,747 6,747 Met2 21 337 7,084 7,084 Met2 22 337 7,421 7,421 Met2 23 337 7,759 7,759 Met2 24 337 8,096 8,096 Met3 25 337 8,433 8,433 Met3 26 337 8,771 8,771 Met3 27 337 9,108 9,108 Met3 28 337 9,445 9,445 Met3 29 337 9,783 9,783 Met3 30 337 10,120 10,120 Met3 31 337 10,457 10,457 Met3 32 337 10,795 10,795 Met3 33 337 11,132 11,132 Met3 34 337 11,469 11,469 Met3 35 337 11,807 11,807 Met3 36 337 12,144 12,144 Met

* Assumes that premiums are paid on the first day of each Policy Month (the Monthly Processing Date). Assumes no Policy loans or withdrawals. Policy loansand withdrawals decrease the likelihood of meeting the Benchmark Premium Test and maintaining the Death Benefit Guarantee.


Example Two: Benchmark Premium Test

In the example below, only one Premium Payment is made during the first 24 Policy Months. The Premium Payment, made onthe first Monthly Processing Date, is greater than the cumulative Benchmark Premiums for the first 17 Policy Months. There areno loans or withdrawals. Accordingly, the Benchmark Premium Test is met for the first 17 Policy Months, but is not met in anyfuture Policy Month. Even though the Owner makes a second Premium Payment in the 25th Policy Month that results incumulative Premium Payments exceeding cumulative Benchmark Premiums in future Policy Months, the Benchmark PremiumTest is not met at that time or thereafter because the Benchmark Premium Test became unavailable 61 days after the MonthlyProcessing Date at the beginning of the 18th Policy Month. As noted above, the Benchmark Premium Test is not available after ithas not been met for 61 consecutive days, and it cannot be reinstated. This example is for explanatory purposes only and is notmeant to reflect the actual or hypothetical experience of your Policy.

PolicyYear

PolicyMonth

MonthlyPremiumPayment

CumulativePremiums

Paid

CumulativeBenchmarkPremiums

BenchmarkPremium

Test*

1 1 6,000 6,000 337 Met1 2 0 6,000 675 Met1 3 0 6,000 1,012 Met1 4 0 6,000 1,349 Met1 5 0 6,000 1,687 Met1 6 0 6,000 2,024 Met1 7 0 6,000 2,361 Met1 8 0 6,000 2,699 Met1 9 0 6,000 3,036 Met1 10 0 6,000 3,373 Met1 11 0 6,000 3,711 Met1 12 0 6,000 4,048 Met2 13 0 6,000 4,385 Met2 14 0 6,000 4,723 Met2 15 0 6,000 5,060 Met2 16 0 6,000 5,397 Met2 17 0 6,000 5,735 Met2 18 0 6,000 6,072 Not Met2 19 0 6,000 6,409 Not Met2 20 0 6,000 6,747 Not Met2 21 0 6,000 7,084 Not Met2 22 0 6,000 7,421 Not Met2 23 0 6,000 7,759 Not Met2 24 0 6,000 8,096 Not Met3 25 6,000 12,000 8,433 Not Met3 26 0 12,000 8,771 Not Met3 27 0 12,000 9,108 Not Met3 28 0 12,000 9,445 Not Met3 29 0 12,000 9,783 Not Met3 30 0 12,000 10,120 Not Met3 31 0 12,000 10,457 Not Met3 32 0 12,000 10,795 Not Met3 33 0 12,000 11,132 Not Met3 34 0 12,000 11,469 Not Met3 35 0 12,000 11,807 Not Met3 36 0 12,000 12,144 Not Met

* Assumes no Policy loans or withdrawals. Policy loans and withdrawals decrease the likelihood of meeting the Benchmark Premium Test and maintaining theDeath Benefit Guarantee.


Example Three: Benchmark Cash Value Test

In the example below, the Benchmark Cash Value Test is met in the 8th Policy Year when the Cash Surrender Value first exceedsthe Benchmark Cash Value. The Death Benefit Guarantee is maintained in prior Policy Years because the Benchmark PremiumTest is met in each month of those Policy Years. Once the Benchmark Cash Value Test is met, it continues to be met, without anyadditional Premium Payments and regardless of changes in the Cash Surrender Value resulting from the investment performanceof the Divisions of the Separate Account, as long as a Retest Event does not occur. As shown below, the Benchmark Cash ValueTest is met in the 8th Policy Year and all following Policy Years, and the Death Benefit Guarantee remains in place even thoughthe Benchmark Premium Test ceases to be met in the 20th Policy Year and thereafter. This example is for explanatory purposesonly and is not meant to reflect the actual or hypothetical experience of your Policy.

End ofPolicyYear

AnnualPremiumPayment*

BenchmarkPremium

Test**

CashSurrenderValue**#

BenchmarkCash Value

BenchmarkCash Value

Test**

1 11,411 Met 8,554 73,269 Not Met2 11,411 Met 19,844 75,877 Not Met3 11,411 Met 31,898 78,582 Not Met4 11,411 Met 44,762 81,372 Not Met5 11,411 Met 58,493 84,256 Not Met6 11,411 Met 73,551 87,234 Not Met7 11,411 Met 89,603 90,307 Not Met8 0 Met 95,226 93,468 Met9 0 Met 101,198 96,719 Met10 0 Met 107,532 100,055 Met11 0 Met 114,728 103,474 Met12 0 Met 122,404 106,981 Met13 0 Met 130,590 110,583 Met14 0 Met 139,321 114,300 Met15 0 Met 148,628 118,139 Met16 0 Met 158,549 122,094 Met17 0 Met 169,116 126,158 Met18 0 Met 180,366 130,316 Met19 0 Met 192,346 134,572 Met20 0 Not Met 205,119 138,908 Met21 0 Not Met 218,858 143,308 Met22 0 Not Met 233,507 147,774 Met23 0 Not Met 249,132 152,310 Met24 0 Not Met 265,781 156,937 Met25 0 Not Met 283,516 161,658 Met26 0 Not Met 302,403 166,450 Met27 0 Not Met 322,511 171,297 Met28 0 Not Met 343,909 176,173 Met29 0 Not Met 366,668 181,062 Met30 0 Not Met 390,855 185,966 Met

* Assumes premiums paid at beginning of Policy Year.** Assumes no Policy loans or withdrawals. Policy loans and withdrawals decrease the likelihood of meeting the Benchmark Premium Test and the Benchmark

Cash Value Test and maintaining the Death Benefit Guarantee. Policy loans and withdrawals also constitute Retest Events under the Benchmark Cash ValueTest. If a Retest Event occurs, then the Benchmark Cash Value Test will be met if the Cash Surrender Value is greater than or equal to the Benchmark CashValue as of the effective date of the Retest Event.

# Assumes a hypothetical net annual investment rate of return of 7% in all Policy Years. The actual investment rate of return will impact the Cash SurrenderValue, but not the Benchmark Cash Value. All else being equal, a lower investment rate of return will result in the Benchmark Cash Value Test being met at alater duration, if at all.


Example Four: Benchmark Cash Value Test

This example is similar to Example Three, except that here the hypothetical net annual investment rate of return is 0% in PolicyYears 11-30. The Benchmark Cash Value Test is met in Policy Year 8. Notwithstanding poor investment performance in PolicyYears 11-30, and even though the Cash Surrender Value falls below the Benchmark Cash Value in Policy Year 12, theBenchmark Cash Value Test continues to be met in all Policy Years. This example also assumes that no Retest Event (forexample, a Policy Loan or withdrawal) occurs during or after Policy Year 8. If a Retest Event had occurred during or after PolicyYear 8, the Cash Surrender Value and Benchmark Cash Value would have been re-determined, and the Benchmark Cash ValueTest may or may not have been met at that time. This example is for explanatory purposes only and is not meant to reflectthe actual or hypothetical experience of your Policy.

End ofPolicyYear


BenchmarkPremium

Test**


BenchmarkCash Value

BenchmarkCash Value

Test**

1 11,411 Met 8,554 73,269 Not Met2 11,411 Met 19,844 75,877 Not Met3 11,411 Met 31,898 78,582 Not Met4 11,411 Met 44,762 81,372 Not Met5 11,411 Met 58,493 84,256 Not Met6 11,411 Met 73,551 87,234 Not Met7 11,411 Met 89,603 90,307 Not Met8 0 Met 95,226 93,468 Met9 0 Met 101,198 96,719 Met10 0 Met 107,532 100,055 Met11 0 Met 107,219 103,474 Met12 0 Met 106,899 106,981 Met13 0 Met 106,565 110,583 Met14 0 Met 106,215 114,300 Met15 0 Met 105,843 118,139 Met16 0 Met 105,447 122,094 Met17 0 Met 105,020 126,158 Met18 0 Met 104,556 130,316 Met19 0 Met 104,056 134,572 Met20 0 Not Met 103,529 138,908 Met21 0 Not Met 103,033 143,308 Met22 0 Not Met 102,504 147,774 Met23 0 Not Met 101,941 152,310 Met24 0 Not Met 101,330 156,937 Met25 0 Not Met 100,665 161,658 Met26 0 Not Met 99,940 166,450 Met27 0 Not Met 99,143 171,297 Met28 0 Not Met 98,266 176,173 Met29 0 Not Met 97,294 181,062 Met30 0 Not Met 96,207 185,966 Met

* Assumes premiums paid at beginning of Policy Year.** Assumes no Policy loans or withdrawals. Policy loans and withdrawals decrease the likelihood of meeting the Benchmark Premium Test and the Benchmark

Cash Value Test and maintaining the Death Benefit Guarantee. If a Retest Event occurs, then the Benchmark Cash Value Test will be met if the CashSurrender Value is greater than or equal to the Benchmark Cash Value as of the effective date of the Retest Event.

# Assumes a hypothetical net annual investment rate of return of 7% in Policy Years 1-10 and 0% in Policy Years 11-30.


Example Five: Benchmark Cash Value Test

Example Five is similar to Example Three; however, unlike Example Three, Example Five illustrates the effect of a Retest Event.The Benchmark Cash Value Test is met in Policy Year 8. As shown below, in Policy Year 11, the Owner makes a withdrawal—aRetest Event—of $40,000 under the Policy. If a Retest Event occurs, then the Benchmark Cash Value Test will be met if the CashSurrender Value is greater than or equal to the Benchmark Cash Value as of the effective date of the Retest Event. Since theBenchmark Cash Value at the time of the withdrawal exceeds the Cash Surrender Value, the Benchmark Cash Value Test is notmet. The Benchmark Premium Test is also not met at the time of the withdrawal in Policy Year 11. Because neither theBenchmark Premium Test nor the Benchmark Cash Value Test has been met, the Death Benefit Guarantee terminates. Once theDeath Benefit Guarantee terminates, it cannot be reinstated, even though the Cash Surrender Value later exceeds the BenchmarkCash Value in Policy Year 23. This example is for explanatory purposes only and is not meant to reflect the actual orhypothetical experience of your Policy.

End ofPolicyYear


BenchmarkPremium

Test**


BenchmarkCash Value

BenchmarkCash Value

Test**

1 11,411 Met 8,554 73,269 Not Met2 11,411 Met 19,844 75,877 Not Met3 11,411 Met 31,898 78,582 Not Met4 11,411 Met 44,762 81,372 Not Met5 11,411 Met 58,493 84,256 Not Met6 11,411 Met 73,551 87,234 Not Met7 11,411 Met 89,603 90,307 Not Met8 0 Met 95,226 93,468 Met9 0 Met 101,198 96,719 Met10 0 Met 107,532 100,055 Met11 0 Not Met 71,993 103,474 Not Met12 0 Not Met 76,753 106,981 Not Met13 0 Not Met 81,828 110,583 Not Met14 0 Not Met 87,242 114,300 Not Met15 0 Not Met 93,014 118,139 Not Met16 0 Not Met 99,167 122,094 Not Met17 0 Not Met 105,724 126,158 Not Met18 0 Not Met 112,710 130,316 Not Met19 0 Not Met 120,156 134,572 Not Met20 0 Not Met 128,108 138,908 Not Met21 0 Not Met 136,676 143,308 Not Met22 0 Not Met 145,825 147,774 Not Met23 0 Not Met 155,584 152,310 Not Met24 0 Not Met 165,983 156,937 Not Met25 0 Not Met 177,060 161,658 Not Met26 0 Not Met 188,857 166,450 Not Met27 0 Not Met 201,416 171,297 Not Met28 0 Not Met 214,781 176,173 Not Met29 0 Not Met 228,996 181,062 Not Met30 0 Not Met 244,103 185,966 Not Met

* Assumes premiums paid at beginning of Policy Year.** Assumes a hypothetical net annual investment rate of return of 7% in all Policy Years.# Assumes a withdrawal of $40,000 in Policy Year 11. Policy loans and withdrawals decrease the likelihood of meeting the Benchmark Premium Test and the

Benchmark Cash Value Test and maintaining the Death Benefit Guarantee. If a Retest Event occurs, then the Benchmark Cash Value Test will be met if theCash Surrender Value is greater than or equal to the Benchmark Cash Value as of the effective date of the Retest Event.


SUMMARY PROSPECTUSMAY 1, 2018 Growth Stock Portfolio

Before you invest, you may want to review the Portfolio’s prospectus, which contains more information about the Portfolioand its risks. You can find the Portfolio’s prospectus and other information about the Portfolio online atwww.nmseriesfund.com. You can also get this information at no cost by calling 1-888-455-2232 or by sending an e-mailrequest to [email protected]. The current prospectus and statement of additional information, eachdated May 1, 2018, along with the Portfolio’s most recent annual report dated December 31, 2017, are incorporated byreference into this Summary Prospectus. The Portfolio’s statement of additional information and annual report may beobtained, free of charge, in the same manner as the prospectus.

INVESTMENT OBJECTIVEThe investment objective of the Portfolio is long-term growth of capital. Current income is a secondary objective.

FEES AND EXPENSES OF THE PORTFOLIOThe table below describes the fees and expenses that you may pay when you buy and hold interests in a separate account thatinvests in shares of the Portfolio as a result of your purchase of a variable annuity contract or variable life insurance policy. Thefees and expenses shown in the table and Example do not reflect fees and expenses separately charged by variable annuitycontracts or variable life insurance policies. If the fees and expenses separately charged by variable annuity contracts and variablelife insurance policies were included, the fees and expenses shown in the table and the Example would be higher.

Shareholder Fees(fees paid directly from your investment) N/A

Annual Portfolio Operating Expenses(expenses that you pay each year as a percentageof the value of your investment)

Management Fee 0.42%

Distribution and Service (12b-1) Fees None

Other Expenses 0.02%

Total Annual Portfolio Operating Expenses 0.44%

Fee Waiver(1) (0.01)%

Total Annual Portfolio Operating Expenses AfterFee Waiver(1) 0.43%

(1) The Portfolio’s investment adviser has entered into awritten agreement to waive a portion of its management fee.This fee waiver agreement may be terminated by the adviserat any time after April 30, 2019.

ExampleThis Example is intended to help you compare the cost ofinvesting in the Portfolio with the cost of investing in othermutual funds. The Example assumes that you invest $10,000in the Portfolio for the time periods indicated and then redeemall of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each yearand that the Portfolio’s operating expenses remain the same.The Example reflects adjustments made to the Portfolio’soperating expenses due to the fee waiver agreement with theinvestment adviser for the first year only. Although youractual costs may be higher or lower, based on theseassumptions your costs would be:

1 Year 3 Years 5 Years 10 Years

$44 $140 $246 $554

Portfolio TurnoverThe Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). Ahigher portfolio turnover may indicate higher transaction costs. These costs, which are not reflected in Annual PortfolioOperating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’sportfolio turnover rate was 57.70% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in the equity securities ofmedium and large capitalization companies. For this purpose, medium and large capitalization companies are those with a marketcapitalization of companies in the Russell 1000® Growth Index. As of March 31, 2018, companies in the Russell 1000® GrowthIndex had market capitalizations between approximately $1billion and $851 billion.

The Portfolio invests in stocks selected by a team of Global Research analysts, with each analyst responsible for investments inhis or her area of expertise. These analysts use a fundamental research process to identify investments for the Portfolio. Theanalysts, under the direction of the director of the Global Research team, determine the Portfolio’s allocations among market

NMSF–1 Northwestern Mutual Series Fund, Inc.

Growth Stock Portfolio

sectors. The Portfolio invests in those companies in which the analysts have the highest degree of conviction or have identifiedthe potential for strong earnings growth or share price appreciation in the near-term. The analysts’ focus on fundamental stockselection leads them not only to stocks with capital-appreciation potential, but also to companies that can generate cash flow andthus support dividends.

The Portfolio seeks to reduce overall risk by diversifying its assets across economic sectors, industry groups and companies. ThePortfolio is structured so that its sector weights are generally similar to those of the Russell 1000® Growth Index, the Portfolio’sbenchmark. As a result, the Portfolio may at times have a relatively high percentage of its assets invested in a particular sector.

The Portfolio invests primarily in common stocks. It may also invest up to 20% of net assets in foreign based companies listed onforeign exchanges, either directly or through American Depositary Receipts (ADRs).

The Portfolio typically sells a security when the research analyst responsible for the investment believes there has been a changein the fundamental factors surrounding the company, the company has been fully valued, or a more attractive opportunity hasbeen identified.

PRINCIPAL RISKSPortfolio shares will rise and fall in value and there is a risk you could lose money by investing in the Portfolio. There can be noassurance that the Portfolio will achieve its objectives. The main risks of investing in this Portfolio are identified below.

• Active Management Risk – The adviser’s investment strategies and techniques may not perform as expected which couldcause the Portfolio to underperform other mutual funds or lose money.

• ADR Risk – ADRs are receipts representing ownership of shares of a foreign issuer held by a U.S. bank or similar financialinstitution that entitle the holder to dividends and capital gains on the underlying foreign shares. ADRs are alternatives todirectly purchasing the underlying foreign securities in their national markets and currencies. They are subject to many of therisks associated with direct investments in the foreign securities, such as currency risk, political and economic risk and marketrisk, because their values depend on the performance of the non-dollar denominated underlying foreign securities. ThePortfolio is also subject to fees and the credit risk of the financial institution holding the ADRs.

• Equity Securities Risk – The value of equity securities, such as common stocks, could decline if the financial condition of thecompanies the Portfolio is invested in declines or if overall market and economic conditions deteriorate. Equity securitiesgenerally have greater price volatility than fixed income securities.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be adversely affected by decreases inforeign currency values relative to the U.S. dollar and may be less liquid, more volatile, and harder to value thanU.S. securities.

• Investment Style Risk – A Portfolio managed using a growth style of investing, such as the Portfolio, may underperformwhen the market does not favor the particular style used by the Portfolio. Different investment styles tend to shift in and out offavor, depending on market conditions and investor sentiment.

• Large Cap Company Risk – Investing in large cap stocks could cause the Portfolio to underperform in markets favoringfaster growing companies. Large cap stocks tend to be more mature with fewer opportunities to grow and may not have thesame growth potential as stocks with smaller capitalizations.

• Market Risk – The risk that the market price of securities owned by the Portfolio may go up or down, sometimes rapidly orunpredictably, due to factors affecting securities markets generally or particular industries.

• Mid Cap Company Risk – Investing in mid cap stocks may cause greater risk of loss and price fluctuation than investing instocks of larger cap companies due to a more limited track record, narrower product markets, more limited resources and lessliquid trading markets. These stocks may be more volatile and more difficult to buy and sell than stocks with larger capitalizations.

• Sector Concentration Risk – To the extent the Portfolio invests a relatively high percentage of its assets in a particular sector, itwill have greater exposure to the risks associated with that sector, including the risk that the securities of companies within thesector will underperform due to adverse economic conditions, regulatory or legislative changes or increased competition affectingthe sector. To the extent the Portfolio is underweight other sectors, the Portfolio risks missing out on advances in those sectors.

Northwestern Mutual Series Fund, Inc. NMSF–2

Growth Stock Portfolio

• Underlying Portfolio Risk – The Portfolio may serve as an investment option, or “Underlying Portfolio,” for other portfoliosof Northwestern Mutual Series Fund, Inc. that are managed as “fund of funds.” As a result, from time to time, the Portfoliomay experience relatively large investments or redemptions from those other portfolios and could be required to invest cash orsell securities at a time when it is not advantageous to do so.

PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance as well as with the averagereturns of a peer group of portfolios underlying variable insurance products with similar characteristics to those of the Portfolio.Returns are based on past results and are not an indication of future performance. Neither the bar chart nor the table reflects thefees and expenses separately charged by the variable annuity contract or variable life insurance policy separate account thatinvests in the Portfolio and returns would be lower if those fees and expenses were reflected.

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

50%

40%

2017

24.27%

2008

2015

2014

2013

2009

2010

2011

2012

-38.86%

37.17%

12.37%

-1.30%

12.94%

35.86%

9.02% 6.01%

2016

2.47%

Best Qtr: 1st – ‘12 17.23% Worst Qtr: 4th – ‘08 -22.25%

Average Annual Total Return(for periods ended December 31, 2017)

1 Yr 5 Yrs 10 Yrs

Growth Stock Portfolio24.27% 14.86% 7.70%

Russell 1000® Growth Index(reflects no deduction for fees, expenses or taxes)30.21% 17.33% 10.00%

Lipper® Variable Insurance Products (VIP) Large Cap GrowthFunds Average

(reflects deductions for fees and expenses)30.84% 16.28% 8.72%

PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Sub-Adviser: BNY Mellon Asset Management North America Corporation (BNY Mellon AMNA)Portfolio Manager: Elizabeth Slover, Portfolio Manager, Senior Managing Director at BNY Mellon AMNA and Director ofBNY Mellon AMNA’s Global Research team, who has been with BNY Mellon AMNA since 2005, has managed the Portfoliosince 2013.

TAX INFORMATIONShares of the Portfolio are offered only for funding variable annuity contracts and variable life insurance policies offered by TheNorthwestern Mutual Life Insurance Company through separate accounts. Insurance company separate accounts generally do notpay tax on dividends or capital gain distributions. Investors in variable annuity contracts and variable life insurance policiesshould refer to the prospectuses for the variable products for a discussion of the tax considerations that affect the insurancecompany and its separate accounts and the tax consequences to investors of owning such products.

COMPENSATION TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIESNeither the Portfolio nor any related companies pay compensation to broker-dealers or other financial intermediaries for the saleof Portfolio shares or related services. Investors in variable annuity contracts and variable life insurance policies should refer tothe prospectuses for the variable products for important information about compensation paid to financial intermediaries for salesof variable annuity contracts and variable life insurance policies.


SUMMARY PROSPECTUSMAY 1, 2018 Focused Appreciation Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is long-term growth of capital.













$64 $228 $405 $919


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio invests primarily in the equity securities of companies selected for their growth potential. The Portfolio focuses onequity securities of large capitalization companies, but may invest in companies of any size. For this purpose, large capitalizationcompanies are those with a market capitalization in excess of $5 billion at the time of purchase.

The adviser employs a growth style of equity management that emphasizes companies with sustainable competitive advantages,long-term structural growth drivers, profitable cash flow returns, and management teams focused on creating long-term value forshareholders. Long-term structural growth drivers are dynamics that in the manager’s opinion are not likely to change for fiveyears or longer such as the transition of consumer shopping from in-store to online. The adviser aims to invest in companies when


Focused Appreciation Portfolio

they trade at a significant discount to the estimate of their intrinsic value. The intrinsic value of a company is the true worth of itsbusiness as perceived by the portfolio managers, which may not be fully reflected in the market price of its stock. The advisercalculates the intrinsic value of a company by the discounted net present value of future cash flows. The Portfolio normallyinvests across a wide range of sectors and industries. The Portfolio’s sector exposure relative to its benchmark is driven by theadviser’s stock selection process and, as a result, may at times have a relatively high percentage of its assets invested in aparticular sector.

The Portfolio invests primarily in a core group of 30-40 securities, but may exceed this range. The Portfolio invests primarily incommon stocks. The Portfolio may invest up to 20% of its net assets in foreign securities, including American Depositary Receipts(ADRs) and emerging market securities. The Portfolio is classified as “non-diversified” under the Investment Company Act of 1940, asamended, which means it may hold a larger position in a particular company or smaller number of companies than a “diversified” fund.

The Portfolio may sell an investment when the portfolio manager believes an unfavorable structural change occurs within a givenbusiness or the markets in which it operates, a critical underlying investment assumption is flawed, when a more attractivereward-to-risk opportunity becomes available, when the current price reflects intrinsic value, or for other investment reasonswhich the portfolio manager deems appropriate.

PRINCIPAL RISKSPortfolio shares will rise and fall in value and there is a risk you could lose money by investing in the Portfolio. There can be noassurance that the Portfolio will achieve its objective. The main risks of investing in this Portfolio are identified below.




• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be adversely affected by decreases inforeign currency values relative to the U.S. dollar and may be less liquid, more volatile, and harder to value than U.S.securities. The Portfolio’s investments in emerging markets heighten these risks due to a lack of established legal, political,business and social frameworks to support securities markets.

• Investment Style Risk – A Portfolio managed using a growth style of investing, such as the Portfolio, may underperformwhen the market does not favor the particular style used by the Portfolio. Different investment styles tend to shift in and out offavor, depending on market conditions and investor sentiment.


• Liquidity Risk – Certain of the Portfolio’s investments, such as small cap stocks and foreign securities, in particular emergingmarket securities, may be difficult to purchase or sell at an advantageous time or price, if at all. These risks may be magnifiedduring periods of economic turmoil or in an extended economic downturn.


• Mid and Small Cap Company Risk – Investing in mid and small cap stocks may cause greater risk of loss and pricefluctuation than investing in stocks of larger cap companies due to a more limited track record, narrower product markets, morelimited resources and less liquid trading markets. These stocks may be more volatile and more difficult to buy and sell thanstocks with larger capitalizations.


Focused Appreciation Portfolio

• Non-Diversification Risk – The Portfolio is classified as a non-diversified fund and is permitted to invest a greater portion ofits assets in a single security or a small number of securities. As a result, an increase or decrease in the value of single securityheld by the Portfolio may have a greater impact on the Portfolio’s net asset value and total return, and the Portfolio’sperformance could be more volatile than the performance of funds that hold a greater number of securities.

• Sector Concentration Risk – To the extent the Portfolio invests a relatively high percentage of its assets in a particular sector,it will have greater exposure to the risks associated with that sector, including the risk that the securities of companies withinthe sector will underperform due to adverse economic conditions, regulatory or legislative changes or increased competitionaffecting the sector. To the extent the Portfolio is underweight other sectors, the Portfolio risks missing out on advances inthose sectors.



-50%

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0%

10%

20%

30%

50%

40%

2017

33.62%

2008

2013

2015

2014

2009

2010

2011

2012

-40.10%

42.47%

9.33%

-6.10%

20.14%29.01%

9.43%13.64%

2016

5.87%

Best Qtr: 2nd – ‘09 17.90% Worst Qtr: 4th – ‘08 -23.19%


1 Yr 5 Yrs 10 Yrs

Focused Appreciation Portfolio33.62% 17.81% 9.12%


Lipper® Variable Insurance Products (VIP) Large Cap GrowthFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Loomis, Sayles & Company, L.P. (Loomis Sayles)Portfolio Manager: Aziz V. Hamzaogullari, CFA, Vice President of Loomis Sayles, joined Loomis Sayles in 2010 and beganmanaging the Portfolio in 2015.




SUMMARY PROSPECTUSMAY 1, 2018 Large Cap Core Stock Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is long-term growth of capital and income.







Total Annual Portfolio Operating Expenses(1) 0.46%

(1) Restated to reflect current expenses.

ExampleThis Example is intended to help you compare the cost ofinvesting in the Portfolio with the cost of investing in othermutual funds. The Example assumes that you invest $10,000in the Portfolio for the time periods indicated and then redeemall of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each yearand that the Portfolio’s operating expenses remain the same.Although your actual costs may be higher or lower, based onthese assumptions your costs would be:


$47 $148 $258 $579


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in equity securities oflarge capitalization companies. For this purpose, large capitalization equity investments are those whose market capitalizationsare above $5 billion at the time of purchase.

In managing the Portfolio, the adviser allocates the Portfolio’s assets across a variety of industries, selecting companies in eachindustry based on the research of a team of global industry analysts. The Portfolio typically seeks to maintain representation ineach major industry represented by broad-based, large cap U.S. equity indices.

In analyzing a prospective investment for the Portfolio, the adviser utilizes a “bottom-up” approach, which is the use of fundamentalanalysis to identify specific securities for purchase or sale. Fundamental analysis of a company involves the assessment of a varietyof factors, including the company’s business environment, management quality, balance sheet, income statement, anticipatedearnings, revenues and dividends, and other related measures or indicators of valuation and growth potential. The Portfolio’s sectorexposures generally conform with the sector weights present in the Portfolio’s benchmark index and as a result, in combination withthe Portfolio’s reliance on fundamental company analysis, and based upon market or economic conditions, the Portfolio may at timeshave a relatively high percentage of its assets invested in a particular sector of the market.


Large Cap Core Stock Portfolio

The Portfolio invests primarily in U.S. common stocks. Up to 20% of the Portfolio’s net assets may be invested in foreign basedcompanies listed on foreign exchanges, either directly or through American Depositary Receipts (ADRs).

The Portfolio may sell a security for a variety of reasons, including a significant adverse change in the company’s businessfundamentals, if the company has become significantly overvalued in terms of earnings, assets or growth prospects, or moreattractive alternatives exist.





• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be adversely affected by decreases inforeign currency values relative to the U.S. dollar and may be less liquid, more volatile, and harder to value thanU.S. securities.

• Investment Style Risk – A portfolio managed using a particular style of investing, such as growth or value or a combination ofboth, may underperform when the market does not favor the particular style used by the Portfolio. Different investment stylestend to shift in and out of favor, depending on market conditions and investor sentiment.





PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance as well as with the averagereturns of a peer group of portfolios underlying variable insurance products with similar characteristics to those of the Portfolio.Prior to October 27, 2017, the sub-adviser to the Portfolio was different. Performance shown may have been different if the


Large Cap Core Stock Portfolio

current strategy, and the current sub-adviser, had been in place during the periods shown. Returns are based on past results andare not an indication of future performance. Neither the bar chart nor the table reflects the fees and expenses separately chargedby the variable annuity contract or variable life insurance policy separate account that invests in the Portfolio and returns wouldbe lower if those fees and expenses were reflected.

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0%

10%

20%

30%

40%

2008

2013

2009

2010

2011

2012

2015

2014

-38.74%

29.33%

12.91%

-1.21% -3.06%

11.63%

28.58%

8.56%

2016

7.57%

2017

24.87%



1 Yr 5 Yrs 10 Yrs

Large Cap Core Stock Portfolio24.87% 12.69% 6.01%

S&P 500® Index(reflects no deduction for fees, expenses or taxes)21.83% 15.79% 8.50%

Lipper® Variable Insurance Products (VIP) Large Cap CoreFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Sub-Adviser: Wellington Management Company LLP (Wellington Management)Portfolio Managers: Mark D. Mandel, CFA and Head of Research Portfolios, joined Wellington Management in 1994 and hasco-managed the Portfolio since October 2017.Jonathan G. White, CFA and Director of Research Portfolios, joined Wellington Management in 1999 and has co-managed thePortfolio since October 2017.Mary L. Pryshlak, CFA and Director of Global Industry Research, joined Wellington Management in 2004 and has co-managedthe Portfolio since May 2018.




SUMMARY PROSPECTUSMAY 1, 2018 Large Cap Blend Portfolio


INVESTMENT OBJECTIVEThe Portfolio’s investment objective is to seek long-term growth of capital and income.










$84 $262 $455 $1,014


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes), in equity securities oflarge capitalization companies listed or traded on U.S. securities exchanges. The Portfolio defines large capitalization companiesas those with a market capitalization in excess of $5 billion, at the time of investment. In selecting investments, greaterconsideration is given to potential appreciation and future dividends than to current income. The Portfolio may hold AmericanDepositary Receipts (ADRs) and other equity securities of foreign issuers which are denominated in U.S. dollars. The Portfolioemploys a focused investment strategy, typically investing in a core group of 20-30 large capitalization common stocksand ADRs.

The Portfolio uses fundamental analysis to look for stocks of good businesses that are selling at value prices. The Portfoliobelieves good businesses have some or all of the following characteristics: a strong, defendable market or products and servicesniche; a high degree of recurring revenue; modestly priced products or services; attractive return-on-investment and aboveaverage growth or improving profitability prospects. The Portfolio considers valuation on both an absolute and relative basisutilizing both historical and prospective analysis. In reviewing companies, the Portfolio applies the characteristics identifiedabove on a case-by-case basis.


Large Cap Blend Portfolio

The adviser will generally sell a security held by the Portfolio when it believes the security has achieved its value potential, whensuch sale is necessary for diversification of the Portfolio, when changing fundamentals signal a deteriorating value potential orwhen other securities have a better value potential.





• Focus Risk – The Portfolio’s performance could be more closely tied to the value of a single security or small number ofsecurities because, although classified as a diversified investment company, the Portfolio may hold large positions in a singleor small number of securities. As a result, the Portfolio’s performance could be more volatile than the performance of fundsthat hold a greater number of securities.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be adversely affected by decreasesin foreign currency values relative to the U.S. dollar and may be less liquid, more volatile, and harder to value thanU.S. securities.






Large Cap Blend Portfolio


2012

2008

2009

2010

2011

2013

2014

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-10%

0%

10%

20%

30%

40%

-40.25%

27.40%

14.29%

-2.29%

15.20%

30.86%

12.58% 13.99%

2015

2016

19.02%

2017

-2.42%



1Yr 5 Yrs 10 Yrs

Large Cap Blend Portfolio19.02% 14.29% 6.69%


Lipper® Variable Insurance Products (VIP) Large Cap CoreFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Fiduciary Management, Inc. (FMI)Portfolio Managers: FMI’s investment decisions are made by a Portfolio Management Committee (PMC). The investmentprocess employed by the PMC is team based, and the PMC as a whole, not any individual member, is primarily responsible forthe day-to-day management of the Portfolio. The PMC has managed the Portfolio since 2012. PMC members include:Patrick J. English, CFA, Chairman, Chief Executive Officer and Chief Investment Officer, who has been with FMI since 1986.John S. Brandser, President, Chief Operating Officer and Chief Compliance Officer, who has been with FMI since 1995.Jonathan T. Bloom, CFA, Director of Research, who has been with FMI since 2010.Andy P. Ramer, CFA, Research Analyst, who has been with FMI since 2002.Matthew J. Goetzinger, CFA, Research Analyst, who has been with FMI since 2004.Robert M. Helf, CFA, Research Analyst, who has been with FMI since 1998.Daniel G. Sievers, CFA, Research Analyst, who has been with FMI since 2009.Matthew T. Sullivan, CFA, Research Analyst, who has been with FMI since 2013.Jordan S. Teschendorf, CFA, Research Analyst, who has been with FMI since 2015.Benjamin D. Karek, Research Analyst, who has been with FMI since 2017.




SUMMARY PROSPECTUSMAY 1, 2018 Index 500 Stock Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is to achieve investment results that approximate the performance of the Standard &Poor’s 500 Composite Stock Price Index (“S&P 500® Index”).










$20 $67 $117 $267


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio employs a “passive management,” or indexing, investment approach designed to track the performance of the S&P500® Index. The S&P 500® Index is composed of the stocks of primarily large capitalization companies that represent a broadspectrum of the U.S. economy and a substantial part of the U.S. stock market’s total capitalization. As of March 31, 2018, themarket capitalization range of the S&P 500® Index was approximately $3 billion to $851 billion. The Portfolio attempts toachieve its objective by investing all, or substantially all, of its assets in the stocks that make up the S&P 500® Index, holdingeach stock in approximately the same proportion as its weighting in the Index. This is known as a full replication strategy. ThePortfolio may also invest in S&P 500® Index stock futures and, to a lesser extent, purchase (long) total return equity swapagreements to help achieve full replication.

Standard & Poor’s constructs the Index by first identifying major industry categories and then allocating a representative sampleof the larger and more liquid stocks in those industries to the index. S&P weights each stock according to its float-adjustedmarket value. For example, the 50 largest companies in the index may account for over 50% of its value.

Because the Portfolio is managed with a goal of fully replicating the underlying S&P 500® Index, the approach employed by thePortfolio with respect to reconstitution and rebalancing aligns with the process followed generally by the S&P 500® Index.


Index 500 Stock Portfolio

Changes to the underlying company constituents of the S&P 500® Index are made on an as-needed basis and are usuallyannounced several days before they are scheduled to be implemented. The S&P 500® Index typically makes weightingsadjustments based on changes in the amount of a constituent company’s shares outstanding on a quarterly basis. The constituentand share-based weightings changes made by the S&P 500® Index will be made in a parallel fashion by the Portfolio onsubstantially the same timeline. Additionally, the Portfolio utilizes cash equitization instruments, and rebalancing occurs asnecessary to maintain balances within established target ranges for these instruments.

The Index 500 Stock Portfolio’s ability to match the performance of the S&P 500® Index will be affected to some extent by thesize and timing of cash flows into and out of the Index 500 Stock Portfolio. The Portfolio will be managed with a view toreducing such effects.


• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The primary risks associated with the Portfolio’s use of derivatives are the risk that changes in the value of thederivatives may not correlate as intended with the underlying asset, rate or index and the risk of adverse price movements inthe market. Certain derivatives involve leverage, which could cause the Portfolio to lose more than the principal amountinvested. Other risks include counterparty and liquidity risks. The Portfolio’s purchase of futures contracts may involve risksrelated to imperfect correlation between the changes in the prices of such instruments and the price of the underlying asset, aswell as leverage, liquidity and volatility risks. The Portfolio’s purchase of total return equity swap agreements may pose riskarising from losses if the underlying reference asset does not perform as anticipated; such agreements are also subject tocounterparty credit, liquidity and leveraging risks.

• Equity Securities Risk – The value of equity securities, such as the stocks in which the Portfolio invests, could decline if thefinancial condition of the companies the Portfolio is invested in declines or if overall market and economic conditionsdeteriorate. Equity securities generally have greater price volatility than fixed income securities.

• Index Concentration Risk. Since the Portfolio implements a full replication strategy with respect to the index which it tracks,to the extent the index may be concentrated in the securities of issuers in a particular market, industry, group of industries,sector or asset class, the Portfolio may be similarly concentrated. As a result, Portfolio performance may be adversely affectedby such concentration, the Portfolio may be subject to increased price volatility, and the Portfolio may be more susceptible toadverse economic, market, political or regulatory developments affecting that market, industry, group of industries, sector orasset class in which the concentration occurs.

• Indexing Strategy Risk – A Portfolio may not perform as well as the index it attempts to match due to the Portfolio’sexpenses, changes in securities markets, changes in the composition of the underlying index and the timing of purchases andredemptions of Portfolio shares. A Portfolio using a passive management strategy is not “actively” managed, and thereforedoes not engage in shifting portfolio assets to take advantage of market opportunity, and does not attempt to manage marketvolatility, use defensive strategies or reduce the effects of any long-term periods of poor stock performance. In addition,changes in the value of a derivative used to replicate an index may not correlate as intended with the underlying index.







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0%

10%

20%

30%

40%

2017

21.52%

2008

2013

2015

2014

2009

2010

2011

2012

-36.94%

26.40%

14.89%

1.95%

15.76%

32.05%

13.46%

1.17%

2016

11.73%



1 Yr 5 Yrs 10 Yrs

Index 500 Stock Portfolio21.52% 15.53% 8.32%


Lipper® Variable Insurance Products (VIP) S&P 500 Index ObjectiveFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Portfolio Managers: Daniel J. Meehan is a Director of MSA and joined MSA in 2004. He has co-managed the Portfoliosince 2013.Steven A. Warren is a Director of MSA and joined The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”)in 1998. He has co-managed the Portfolio since 2010.Joseph A. Travia is a Director of MSA, joined MSA in 2002 and joined Northwestern Mutual in 1999. He has co-managed thePortfolio since 2014.




SUMMARY PROSPECTUSMAY 1, 2018 Large Company Value Portfolio


INVESTMENT OBJECTIVEThe Portfolio’s investment objective is to seek long-term capital growth. Income is a secondary objective.

FEES AND EXPENSES OF THE PORTFOLIOThe table below describes the fees and expenses that you may pay when you buy and hold interests in a separate account thatinvests in shares of the Portfolio as a result of your purchase of a variable annuity contract or life insurance policy. The fees andexpenses shown in the table and Example do not reflect fees and expenses separately charged by variable annuity contracts orvariable life insurance policies. If the fees and expenses separately charged by variable annuity contracts and variable lifeinsurance policies were included, the fees and expenses shown in the table and the Example would be higher.








Total Annual Portfolio Operating Expenses AfterFee Waiver (2) 0.75%

(1) Restated to reflect current expenses.(2) The Portfolio’s investment adviser has entered into awritten agreement to waive a portion of its management fee.This fee waiver agreement may be terminated by the adviserat any time after April 30, 2019.



$77 $244 $426 $952


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio invests primarily in larger companies. Accordingly, the Portfolio will normally have at least 80% of its net assets(plus any borrowings for investment purposes) in equity securities of companies comprising the Russell 1000® Index. As ofMarch 31, 2018, the market capitalization range of the Russell 1000® Index was approximately $813 million to $851 billion.

The adviser looks for stocks of companies that it believes are undervalued at the time of purchase. The adviser uses a valueinvestment strategy that looks for companies that are temporarily out of favor in the market. The adviser attempts to purchase thestocks of these undervalued companies and hold each stock until it has returned to favor in the market and the price has increasedto, or is higher than, a level the adviser believes more accurately reflects the fair value of the company.


Large Company Value Portfolio

Companies may be undervalued due to market declines, poor economic conditions, actual or anticipated bad news regarding theissuer or its industry, or because they have been overlooked by the market. To identify these companies, the adviser looks forcompanies with earnings, cash flows and/or assets that may not be reflected accurately in the companies’ stock prices. Theadviser also may consider whether the companies’ securities have a favorable dividend-paying history and whether dividendpayments are expected to continue or increase.

While most assets will be invested in U.S. equity securities, which includes common stocks, preferred stocks, warrants andsecurities convertible into common or preferred stocks, in keeping with the Portfolio’s objectives, it may also invest in AmericanDepositary Receipts (ADRs) and foreign securities (up to 20% of net assets), including those of companies located in emergingmarkets. The Portfolio may utilize forwards and futures for cash management purposes or to hedge foreign currency exposure.

The adviser may sell stocks from the Portfolio if it believes a stock no longer meets established valuation criteria.




• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The primary risks associated with the Portfolio’s use of derivatives are the risk that the counterparty to a derivativestransaction fails to make the required payment or otherwise comply with the terms of the contract, the risk that changes in thevalue of the derivatives may not correlate as intended with the underlying asset, rate or index, the risk of adverse pricemovements in the market, and the risk of missed opportunities in other investments. Certain derivatives involve leverage, whichcould cause the Portfolio to lose more than the principal amount invested. Other risks include management, interest rate, andliquidity risks. The Portfolio’s purchase of forwards and futures contracts may involve risks related to imperfect correlationbetween the prices of such instruments and the price of the underlying asset, as well as leverage, liquidity and volatility risks. Inaddition, the purchase of forwards also involves counterparty credit risk as well as heightened market risk.

• Equity Securities Risk – The value of equity securities, such as common and preferred stocks, could decline if the financialcondition of the companies the Portfolio is invested in declines or if overall market and economic conditions deteriorate.Equity securities generally have greater price volatility than fixed income securities. Investments in warrants may be morevolatile than the underlying investments in stocks.


• Investment Style Risk – A portfolio managed using a value style of investing, such as the Portfolio, may underperform whenthe market does not favor the particular style used by the Portfolio. Different investment styles tend to shift in and out of favor,depending on market conditions and investor sentiment.




Large Company Value Portfolio



2008

2009

2010

2011

2012

2013

2014

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-10%

10%

0%

20%

40%

30%

-37.23%

20.70%

10.95%

1.49%

16.47%

31.29%

13.03% 15.36%11.10%

2015

2016

2017

-3.85%

Best Qtr: 3rd – ‘09 16.05% Worst Qtr: 4th – ‘08 -21.19%


1Yr 5Yrs 10 Yrs

Large Company Value Portfolio11.10% 12.83% 6.15%

Russell 1000® Value Index(reflects no deduction for fees, expenses or taxes)13.66% 14.04% 7.10%

Lipper® Variable Insurance Products (VIP) Large Cap ValueFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: American Century Investment Management, Inc. (American Century)Portfolio Managers: Brian Woglom, CFA, Vice President and Portfolio Manager, joined American Century in 2005 and hasserved as a manager for the Portfolio since 2016.Phillip N. Davidson, CFA, Chief Investment Officer—Global Value Equity, Senior Vice President and Senior Portfolio Managerjoined American Century in 1993 as a Portfolio Manager, and began managing the Portfolio in May 2018.




SUMMARY PROSPECTUSMAY 1, 2018 Domestic Equity Portfolio















$55 $175 $306 $688


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in equity securities ofU.S. issuers. Generally, the companies in which the Portfolio invests will have a market value of $5 billion or more. The Portfolioinvests in a core group of 30-40 securities.

The Portfolio primarily invests in common stocks of large-capitalization companies, but may also invest in mid-capitalizationcompanies, that its adviser believes have long-term capital appreciation potential. Typically, the Portfolio seeks securities theadviser believes are undervalued in relation to their intrinsic value. The intrinsic value of a company is the true worth of the


Domestic Equity Portfolio

business, which may not be fully reflected in the market price of its stock. The adviser seeks to determine a company’s intrinsicvalue as indicated by multiple factors, including the earnings and cash flow potential or the asset valuation of the respectiveissuers. On a selective basis, the adviser considers a company’s plans for future operation.

The Portfolio may sell a security if it no longer believes the security will contribute to meeting the investment objective of thePortfolio. In considering whether to sell a security, the Portfolio may evaluate, among other things, the factors listed above, thecondition of the U.S. economy, the condition of non-U.S. economies, and changes in the condition and outlook in the issuer’sindustry or sector.




• Focus Risk – The Portfolio’s performance could be more closely tied to the value of a single security or small number ofsecurities because, although classified as a diversified investment company, the Portfolio may hold large positions in a singleor small number of securities. As a result, the Portfolio’s performance could be more volatile than the performance of fundsthat hold a greater number of securities.




• Mid Cap Company Risk – Investing in mid cap stocks may cause greater risk of loss and price fluctuation than investing instocks of larger cap companies due to a more limited track record, narrower product markets, more limited resources and lessliquid trading markets. These stocks may be more volatile and more difficult to buy and sell than stocks withlarger capitalizations.



Domestic Equity Portfolio


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0%

10%

20%

30%

40%2013

2008

2009

2010

2011

2012

2015

2014

-38.49%

29.52%

14.62%

0.91%

14.35%

34.03%

13.87%

-0.09%

2016

14.98%

2017

13.78%



1 Yr 5 Yrs 10 Yrs

Domestic Equity Portfolio13.78% 14.81% 7.71%


Lipper® Variable Insurance Products (VIP) Large Cap ValueFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Delaware Investments Fund Advisers (DIFA), a series of Macquarie Investment Management Business TrustPortfolio Managers: D. Tysen Nutt, Jr., Senior Vice President, Senior Portfolio Manager and Team Leader, has been withMacquarie Investment Management since 2004, and has co-managed the Portfolio since 2012.Robert A. Vogel, Jr., CFA, Vice President and Senior Portfolio Manager, has been with Macquarie Investment Management since2004, and has co-managed the Portfolio since 2012.Nikhil G. Lalvani, CFA, Vice President and Senior Portfolio Manager, has been with Macquarie Investment Management since1997, and has co-managed the Portfolio since 2012.Kristen E. Bartholdson, Vice President and Senior Portfolio Manager, has been with Macquarie Investment Management since2006, and has co-managed the Portfolio since 2012.




SUMMARY PROSPECTUSMAY 1, 2018 Equity Income Portfolio















$62 $204 $358 $807


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in common stocks, withan emphasis on larger capitalization stocks with a strong track record of paying dividends or that are believed to be undervalued.For this purpose, larger capitalization stocks are those with a market capitalization greater than $5 billion. The Portfolio generallyseeks investments in large-capitalization companies and the Portfolio’s yield, which reflects the level of dividends paid by thePortfolio, is expected to normally exceed the yield of the S&P 500® Stock Index. This level is merely a guideline and there can beno certainty this level will be achieved.


Equity Income Portfolio

The Portfolio will typically employ a value approach in selecting investments. The adviser’s in-house research team seeks toidentify companies that appear to be undervalued as measured by price to earnings ratio, dividend yield, enterprise value to sales,among other metrics and may be temporarily out of favor, but have good prospects for capital appreciation and dividend growth.

The adviser has the discretion to deviate from the Portfolio’s normal investment criteria, as described above, and purchasesecurities the adviser believes could provide an opportunity for substantial appreciation. These special situations might arise whenthe adviser believes a security could increase in value for a variety of reasons, including a change in management, areorganization, a spin-off of a business line, a special dividend, or some other extraordinary corporate event, a new productintroduction or a favorable competitive development.

While most assets will be invested in U.S. common stocks, the Portfolio may also invest in foreign securities and AmericanDepositary Receipts (ADRs) (up to 20% of net assets), including those of issuers located in emerging markets.

The Portfolio may sell securities for a variety of reasons such as to secure gains, limit losses, or redeploy assets into morepromising opportunities.




• Dividend-Paying Stock Risk – The Portfolio’s emphasis on dividend-paying stocks could cause the Portfolio to underperformsimilar funds that invest without consideration of a company’s track record of paying dividends. Stocks with a history ofpaying dividends may not participate in a broad market advance to the same degree as most other stocks. Currently, interestrates are near unprecedented historically low levels, and a sharp rise in interest rates or economic downturn could cause acompany to unexpectedly reduce or eliminate its dividend.

• Equity Securities Risk – The value of equity securities, such as common and preferred stocks, could decline if the financialcondition of the companies the Portfolio is invested in declines or if overall market and economic conditions deteriorate.Equity securities generally have greater price volatility than fixed income securities.





• Special Situation Risk – In special situations, the adviser may deviate from the Portfolio’s normal investment criteria whenpurchasing a security. In these special situations, there is the risk that the change or event anticipated by the adviser when


Equity Income Portfolio

purchasing a company might not occur or attract the expected attention, which could have a negative impact on the price of theissuer’s securities. Investing in special situations may involve heightened volatility in the value of the securities purchased andmay cause greater risk of loss.



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0%

10%

20%

40%

30%

2008

2009

2010

2011

2012

2014

2013

2015

2017

2016

-35.81%

-0.92%

24.58%

15.33% 17.23%

29.94%

7.43%

-6.74%

19.17%16.24%



1 Yr 5 Yrs 10 Yrs

Equity Income Portfolio16.24% 12.52% 6.81%


Lipper® Variable Insurance Products (VIP) Equity IncomeFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: T. Rowe Price Associates, Inc. (T. Rowe Price)Portfolio Manager: John D. Linehan, CFA, Vice President, has been with T. Rowe Price since 1998. He has managed thePortfolio since November 2015.




SUMMARY PROSPECTUSMAY 1, 2018 Mid Cap Growth Stock Portfolio












$55 $173 $302 $677


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in stocks of mid-sizedcompanies. The Portfolio considers a company to be a mid-capitalization company if it has a market capitalization within the collectiverange of the Russell MidCap® Index and the S&P MidCap 400® Index. As of March 31, 2018, this range was approximately $813million to $42 billion. The market capitalization range of these indices changes over time. Securities of companies whose marketcapitalizations no longer fall within this collective range after purchase may continue to be held by the Portfolio.

The Portfolio invests primarily in common stocks of mid cap companies selected on the basis of their potential for capitalappreciation. The Portfolio focuses on companies that are determined to be of high quality. The key characteristics of high qualitycompanies include a leadership position within an industry, a strong balance sheet, a high return on equity, and/or a strongmanagement team.

The Portfolio seeks to reduce overall risk by diversifying across sectors, industry groups and companies. The Portfolio’s sectorexposure relative to its benchmark is driven by an investment process which relies on fundamental company analysis andindividual stock selection. As a result, based upon market or economic conditions, the Portfolio may at times have a relativelyhigh percentage of its assets invested in a particular sector of the market.


Mid Cap Growth Stock Portfolio

The Portfolio invests primarily in U.S. common stocks. The Portfolio may also invest up to 20% of net assets in AmericanDepositary Receipts (ADRs) and other securities of foreign issuers, including non-U.S. dollar denominated securities.

The Portfolio typically trims positions as valuation appears incrementally less attractive, and may sell a stock when the adviser’sinvestment thesis is no longer valid, typically due to an erosion of company fundamentals relative to expectations or whenvaluation is no longer attractive. The Portfolio may, but is not required to, exit a position if the company’s capitalization growsbeyond the mid cap range.





• Foreign Currency Risk – The risk that foreign (non-U.S. dollar) currency denominated securities may be adversely affectedby decreases in foreign currency values relative to the U.S. dollar. Investments in securities subject to foreign currency riskmay have more rapid and extreme changes in value or more losses than investments in U.S. dollar denominated securities.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in value ormore losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be adversely affected by decreases inforeign currency values relative to the U.S. dollar and may be less liquid, more volatile, and harder to value than U.S. securities.

• Investment Style Risk – A portfolio managed using a growth style of investing, such as the Portfolio, may underperform whenthe market does not favor the particular style used by the Portfolio. Different investment styles tend to shift in and out of favor,depending on market conditions and investor sentiment.


• Mid Cap Company Risk – Investing in mid cap stocks may cause greater risk of loss and price fluctuation than investing instocks of larger cap companies due to a more limited track record, narrower product markets, more limited resources and lessliquid trading markets. These stocks may be more volatile and more difficult to buy and sell than stocks withlarger capitalizations.




Mid Cap Growth Stock Portfolio

PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance as well as with the averagereturns of a peer group of portfolios underlying variable insurance products with similar characteristics to those of the Portfolio.Prior to October 27, 2017, the sub-adviser to the Portfolio was different. Performance shown may have been different if thecurrent strategy, and the current sub-adviser, had been in place during the periods shown. Returns are based on past results andare not an indication of future performance. Neither the bar chart nor the table reflects the fees and expenses separately chargedby the variable annuity contract or variable life insurance policy separate account that invests in the Portfolio and returns wouldbe lower if those fees and expenses were reflected.

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-10%

0%

10%

20%

30%

40%

2015

2014

2013

2008

2009

2010

2011

2012

-40.08%

32.09%23.86%

-6.18%

11.97%

25.53%

8.49%0.71%

2016

0.83%

2017

20.29%



1 Yr 5 Yrs 10 Yrs

Mid Cap Growth Stock Portfolio20.29% 10.72% 5.53%

Russell MidCap® Growth Index(reflects no deduction for fees, expenses or taxes)25.27% 15.30% 9.10%

Lipper® Variable Insurance Products (VIP) Mid Cap GrowthFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Sub-Adviser: Wellington Management Company LLP (Wellington Management)Portfolio Managers: Philip W. Ruedi, CFA, Senior Managing Director and Equity Portfolio Manager, joined WellingtonManagement in 2004 and has co-managed the Portfolio since October 2017.Mark Whitaker, CFA, Senior Managing Director and Equity Portfolio Manager, joined Wellington Management in 2004 and hasco-managed the Portfolio since October 2017.






INVESTMENT OBJECTIVEThe investment objective of the Portfolio is to achieve investment results that approximate the performance of the S&P MidCap400® Stock Price Index (“S&P MidCap 400® Index”).













$27 $88 $155 $354


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio employs a “passive management,” or indexing, investment approach designed to track the performance of the S&PMidCap 400® Index. The S&P MidCap 400® Index is composed of the stocks of companies whose capitalizations generally aresmaller than those of companies that comprise the S&P 500® Index. The S&P MidCap 400® Index does not include the stocks ofthe very large companies that account for most of the weighting in the S&P 500® Index. As of March 31, 2018, the marketcapitalization range of the S&P MidCap 400® Index was approximately $1 billion to $28 billion. The Portfolio attempts toachieve its objective by investing all, or substantially all, of its assets in the stocks that make up the S&P MidCap 400® Index,



holding each stock in approximately the same proportion as its weighting in the Index. This is known as a full replicationstrategy. The Portfolio may also invest in S&P MidCap 400® Index stock futures and, to a lesser extent, purchase (long) totalreturn equity swap agreements to help achieve full replication.

Standard & Poor’s constructs the index by first identifying major industry categories and then allocating a representative sampleof the larger and more liquid stocks in those industries to the index. S&P weights each stock according to its float-adjustedmarket value. For example, the 50 largest companies in the index may account for over 50% of its value.

Because the Portfolio is managed with a goal of fully replicating the underlying S&P MidCap 400® Index, the approachemployed by the Portfolio with respect to reconstitution and rebalancing aligns with the process followed generally by the S&PMidCap 400® Index. Changes to the underlying company constituents of the S&P MidCap 400® Index are made on an as-neededbasis and are usually announced several days before they are scheduled to be implemented. The S&P MidCap 400® Indextypically makes weightings adjustments based on changes in the amount of a constituent company’s shares outstanding on aquarterly basis. The constituent and share-based weightings changes made by S&P MidCap 400® Index will be made in a parallelfashion by the Portfolio on substantially the same timeline. Additionally, the Portfolio utilizes cash equitization instruments, andrebalancing occurs as necessary to maintain balances within established target ranges for these instruments.

The Index 400 Stock Portfolio’s ability to match the performance of the S&P MidCap 400® Index will be affected to some extentby the size and timing of cash flows into and out of the Index 400 Stock Portfolio. The Portfolio will be managed with a view toreducing such effects.


• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The primary risks associated with the Portfolio’s use of derivatives are the risk that changes in the value of thederivatives may not correlate as intended with the underlying asset, rate or index and the risk of adverse price movements inthe market. Certain derivatives involve leverage, which could cause the Portfolio to lose more than the principal amountinvested. Other risks include counterparty and liquidity risks.


• Index Concentration Risk – Since the Portfolio implements a full replication strategy with respect to the index which ittracks, to the extent the index may be concentrated in the securities of issuers in a particular market, industry, group ofindustries, sector or asset class, the Portfolio may be similarly concentrated. As a result, Portfolio performance may beadversely affected by such concentration, the Portfolio may be subject to increased price volatility, and the Portfolio may bemore susceptible to adverse economic, market, political or regulatory developments affecting that market, industry, group ofindustries, sector or asset class in which the concentration occurs.



• Mid Cap Company Risk – Investing in mid cap stocks may cause greater risk of loss and price fluctuation than investing instocks of larger cap companies due to a more limited track record, narrower product markets, more limited resources andless liquid trading markets. These stocks may be more volatile and more difficult to buy and sell than stocks withlarger capitalizations.





-40%

-30%

-20%

-10%

0%

10%

20%

40%

30%

2008

2009

2010

2011

2012

2015

2014

2013

-36.28%

-1.92%

37.00%

26.29%

17.64%

33.16%

9.42%

-2.38%

2016

20.38%

2017

15.96%



1 Yr 5 Yrs 10 Yrs


S&P MidCap 400® Index(reflects no deduction for fees, expenses or taxes)16.24% 15.01% 9.97%

Lipper® Variable Insurance Products (VIP) Mid Cap CoreFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Portfolio Managers: Daniel J. Meehan is a Director of MSA and joined MSA in 2004. He has co-managed the Portfolio since 2013.Steven A. Warren is a Director of MSA and joined The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”)in 1998. He has co-managed the Portfolio since 2010.Joseph A. Travia is a Director of MSA, joined MSA in 2002 and joined Northwestern Mutual in 1999. He has co-managed thePortfolio since 2014.




SUMMARY PROSPECTUSMAY 1, 2018 Mid Cap Value Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is long-term capital growth. Current income is a secondary objective.













$79 $274 $486 $1,096


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in equity securities of mid-sizedcompanies. The Portfolio invests primarily in a diversified portfolio of equity securities of mid-sized companies that are determined byPortfolio’s adviser to be undervalued at the time of purchase. At the time of investment, companies purchased typically will fall withinthe capitalization range of the Russell 3000® Index, excluding the largest 100 such companies, (approximately $8 million to $58 billionas of March 31, 2018). The adviser intends to manage the Portfolio so that its weighted capitalization falls within the capitalization rangeof the members of the Russell MidCap® Index (approximately $813 million to $42 billion as of March 31, 2018).

In managing the Portfolio, the adviser uses its own fundamental value approach. In selecting securities for the Portfolio, theadviser attempts to identify companies whose long-term earnings, cash flows and/or assets are not reflected in the current market


Mid Cap Value Portfolio

price of their securities and hold each security until it has returned to favor in the market and the price has increased to, or ishigher than a level the adviser believes more accurately reflects the fair value of the company. The adviser may also considerwhether the companies’ securities have a favorable dividend-paying history and whether dividend payments are expected tocontinue or increase. The adviser may also use this fundamental value approach to invest the Portfolio in initial public offerings(IPOs) from time to time when such opportunities are attractive and consistent with the Portfolio’s investment objectives.

While most assets will be invested in U.S. equity securities, which includes common stocks, preferred stocks, warrants andsecurities convertible into common or preferred stocks, in keeping with the Portfolio’s objectives, it may also invest in AmericanDepositary Receipts (ADRs) and foreign securities (up to 20% of net assets), including those of companies located in emergingmarkets. The Portfolio may utilize forwards and futures for cash management purposes or to hedge foreign currency exposure.

The adviser may sell a stock from the Portfolio if it believes the stock no longer meets established valuation criteria, the stock’srisk parameters outweigh its return opportunity, specific events alter a stock’s prospects or more attractive opportunities areidentified. In seeking to achieve its investment objective, the adviser may sell shares from the Portfolio without regard to thelength of time a security has been held.




• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The primary risks associated with the Portfolio’s use of derivatives are the risk that the counterparty to a derivativestransaction fails to make the required payment or otherwise comply with the terms of the contract, the risk that changes in thevalue of the derivatives may not correlate as intended with the underlying asset, rate or index, and the risk of missedopportunities in other investments. Certain derivatives involve leverage, which could cause the Portfolio to lose more than theprincipal amount invested. Other risks include management, market, interest rate, and liquidity risks.

• Equity Securities Risk – The value of equity securities, such as common and preferred stocks, could decline if the financialcondition of the companies the Portfolio is invested in declines or if overall market and economic conditions deteriorate.Equity securities generally have greater price volatility than fixed income securities. Investments in warrants may be morevolatile than the underlying investments in stocks.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in value or morelosses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differing reporting,accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage, political and economicconditions, or diplomatic developments. Foreign securities may be adversely affected by decreases in foreign currency values relative tothe U.S. dollar and may be less liquid, more volatile, and harder to value than U.S. securities. The Portfolio’s investments in emergingmarkets heighten these risks due to a lack of established legal, political, business and social frameworks to support securities markets.


• IPO Risk – The value of securities acquired in an IPO may rise or fall more rapidly than other investments due to factors suchas the absence of an established public market, unseasoned trading and speculation, a potentially small number of securitiesavailable for trading, limited information about the issuer and other factors. The purchase of securities in an IPO may involvehigher transaction costs than those associated with the purchase of securities with an established market.


• Mid Cap Company Risk – Investing in mid cap stocks may cause greater risk of loss and price fluctuation than investing in stocksof larger cap companies due to a more limited track record, narrower product markets, more limited resources and less liquid tradingmarkets. These stocks may be more volatile and more difficult to buy and sell than stocks with larger capitalizations.


Mid Cap Value Portfolio



2017

2014

2016

2015

-50%

-40%

2008

2009

2010

2011

2012

2013

-35.07%

-30%

-20%

-10%

10%

20%

30%

40%

0%

23.24%19.93%

-0.61%

16.57%

30.24%

16.69%

-1.33%

23.23%

11.81%



1 Yr 5 Yrs 10 Yrs

Mid Cap Value Portfolio11.81% 15.62% 8.67%

Russell MidCap® Value Index(reflects no deduction for fees, expenses or taxes)13.34% 14.68% 9.10%

Lipper® Variable Insurance Products (VIP) Mid Cap ValueFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: American Century Investment Management, Inc. (American Century)Portfolio Managers: Phillip N. Davidson, CFA, Chief Investment Officer - Global Value Equity, Senior Vice President andSenior Portfolio Manager joined American Century in 1993 as a Portfolio Manager, and began managing the Portfolio in 2009.Michael Liss, CFA, CPA, Vice President and Senior Portfolio Manager, has served American Century as a Portfolio Managersince 2004 and began managing the Portfolio in 2009.Kevin Toney, CFA, Senior Vice President and Senior Portfolio Manager, has served American Century as a Portfolio Managersince 2006 and began managing the Portfolio in 2009.Brian Woglom, CFA, Vice President and Portfolio Manager, has served American Century as a Portfolio Manager since 2012 andbegan managing the Portfolio in 2012.




SUMMARY PROSPECTUSMAY 1, 2018 Small Cap Growth Stock Portfolio












$58 $183 $318 $714


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in common stocks ofsmall capitalization companies. The Portfolio defines small capitalization companies as companies with market capitalizationswithin the collective range of the Russell 2000® and S&P SmallCap 600® Indices. As of March 31, 2018, this range wasapproximately $8 million to $17 billion. Some of the companies in which the Portfolio invests may be considered micro capcompanies (defined as companies with stock market capitalizations less than $500 million at the time of investment).

The Portfolio’s investment process is derived from the observation that the quality and persistence of a company’s business isoften not reflected in its current stock price. Central to the investment process is intense, fundamental research focused onuncovering companies with improving quality metrics, business momentum, and attractive relative valuations. The investmentprocess is aided by a proprietary screening process that narrows the investment universe to companies that are consistent with theinvestment philosophy. The investment team conducts fundamental research on companies elevated by the screening process.Research emphasizes the sustainability of a business’s competitive advantages and the ability to generate revenue and increaseprofit margins. Other important considerations include capital allocation discipline, and other qualitative factors such as strengthof company management, and analysis of products and competition. Valuation analysis is an important component of theinvestment process and consists of both cash flow and earnings ratios that are compared with the industry average.


Small Cap Growth Stock Portfolio

Portfolio construction emphasizes stock specific risk while minimizing other sources of active risk. The Portfolio is structured sothat its sector weights are generally similar to those of the Russell 2000® Growth Index, the Portfolio’s benchmark. As a result,the Portfolio may at times have a relatively high percentage of its assets invested in a particular sector and may hold securitieswhich are not represented in the benchmark. However, in constructing the Portfolio, the investment team monitors differentsources of active risk including stock-specific risk, industry risk and style risk. The goal of this analysis is to ensure that thePortfolio remains well diversified and does not have unrewarded or unintended industry and style exposure as a consequence ofindividual stock selections.

The Portfolio invests primarily in U.S. common stocks. The Portfolio may also invest up to 20% of net assets in AmericanDepositary Receipts (ADRs) and other equity securities of foreign issuers, including those located in emerging markets, whichare denominated in U.S. dollars.

The Portfolio may also utilize exchange-traded funds as part of its cash management strategy.

The Portfolio may sell a security for a variety of reasons including when it no longer demonstrates improving quality or exhibitsstrong fundamental momentum, when fundamentals have changed, where the risk/reward assessment is no longer favorable, or toredeploy assets into more promising opportunities. The Portfolio may, but is not required, to exit a position if the company’scapitalization grows beyond the small cap range.


• Active Management Risk – The adviser’s investment strategies and techniques may not perform as expected which couldcause the Portfolio to underperform other mutual funds or lose money. The value of securities identified using quantitativeanalysis can react differently to issuer, political, market and economic developments from the market as a whole or securitiesidentified using only fundamental analysis. The factors used in quantitative analysis and the weight placed on those factorsmay not be predictive of a security’s value.



• Exchange Traded Funds Risk – Investing in exchange traded funds (ETFs) may expose the Portfolio to greater risk of lossand price fluctuation than investing directly in a comparable portfolio of stocks comprising the index due to lack of liquidity,the additional expense incurred as a shareholder in another investment company, and tracking error. ETFs are also subject tothe risk that their market prices may trade at a premium or discount to their net asset value, which means the Portfolio willoverpay for an ETF’s assets if it is trading at a premium and will get less than the value of the ETF’s assets when selling if it istrading at a discount. An active market for an ETF may not be developed or maintained. Trading of an ETF’s shares may behalted by the exchange, in which case the Portfolio would be unable to sell its ETF shares unless and until trading is resumed.





• Liquidity Risk – Markets for small and micro cap stocks and foreign securities, in particular emerging markets securities, maybe less liquid than markets for larger cap stocks and domestic securities, and therefore may be difficult to purchase or sell at anadvantageous time or price, if at all. These risks may be magnified during periods of economic turmoil or in an extendedeconomic downturn.


• Micro Cap Company Risk – Investing in micro cap stocks may cause the Portfolio to experience more rapid and extremechanges in value than a fund that invests solely in small, mid and large cap stocks due to a more limited track record, narrowerproduct markets, more limited resources, higher risk of failure, and less liquid trading markets.


• Small Cap Company Risk – Investing in small cap stocks may cause greater risk of loss and price fluctuation than investingin stocks of larger cap companies due to a more limited track record, narrower product markets, more limited resourcesand less liquid trading markets. These stocks may be more volatile and more difficult to buy and sell than stocks withlarger capitalizations.



2008

2009

2010

2011

2012

2015

2014

2013

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

50%

40%

2017

2016

-43.87%

31.17%25.85%

-2.78%

9.48%

38.60%

8.66% 12.25%

0.32%

21.61%

Best Qtr: 4th – ‘10 17.08% Worst Qtr: 4th – ‘08 -26.31%


1 Yr 5 Yrs 10 Yrs

Small Cap Growth Stock Portfolio21.61% 15.58% 7.36%


Lipper® Variable Insurance Products (VIP) Small Cap GrowthFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Sub-Adviser: Wellington Management Company LLP (Wellington Management)Portfolio Manager: Mammen Chally, CFA, Senior Managing Director and Equity Portfolio Manager, joined WellingtonManagement in 1994 and has managed the Portfolio since 2013.




INVESTMENT OBJECTIVEThe Portfolio’s investment objective is to achieve investment results that approximate the performance of the Standard & Poor’sSmallCap 600® Index (“S&P SmallCap 600® Index”).










$34 $106 $185 $418


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio employs a “passive management,” or indexing, investment approach designed to track the performance of the S&PSmallCap 600® Index. S&P SmallCap 600® Index is composed of domestic stocks with market capitalizations ranging betweenapproximately $81 million and $4 billion as of March 31, 2018. The Portfolio attempts to achieve its objective by investing all, orsubstantially all, of its assets in stock that make up the S&P SmallCap 600® Index, holding each stock in approximately the sameproportion as its weighting in the Index. This is known as a full replication strategy. The Portfolio may also purchase (long) totalreturn equity swap agreements and invest in exchange traded funds and, to a lesser extent, futures contracts, for cash managementpurposes and to help achieve full replication.

Standard & Poor’s constructs the index by first identifying major industry categories and then allocating a representative sampleof the larger and more liquid stocks in those industries to the index. S&P weights each stock according to its float-adjustedmarket value. For example, the 50 largest companies in the index may account for over 50% of its value.

Because the Portfolio is managed with a goal of fully replicating the underlying S&P SmallCap 600® Index, the approachemployed by the Portfolio with respect to reconstitution and rebalancing aligns with the process followed generally by the S&P



SmallCap 600® Index. Changes to the underlying company constituents of the S&P SmallCap 600® Index are made on anas-needed basis and are usually announced several days before they are scheduled to be implemented. The S&P SmallCap 600®

Index typically makes weightings adjustments based on changes in the amount of a constituent company’s shares outstanding ona quarterly basis. The constituent and share-based weightings changes made by S&P SmallCap 600® Index will be made in aparallel fashion by the Portfolio on substantially the same timeline. Additionally, the Portfolio utilizes cash equitizationinstruments, and rebalancing occurs as necessary to maintain balances within established target ranges for these instruments.

The Index 600 Stock Portfolio’s ability to match the performance of the S&P SmallCap 600® Index will be affected to someextent by the size and timing of cash flows into and out of the Index 600 Stock Portfolio. The Portfolio will be managed with aview to reducing such effects.


• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The primary risks associated with the Portfolio’s use of derivatives are the risk that changes in the value of thederivatives may not correlate as intended with the underlying asset, rate or index, the risk of adverse price movements in themarket. Certain derivatives involve leverage, which could cause the Portfolio to lose more than the principal amount invested.Other risks include counterparty and liquidity risks. In particular, the Portfolio’s purchase of total return equity swapagreements may pose risk arising from losses if the underlying reference asset does not perform as anticipated; suchagreements are also subject to counterparty credit, liquidity and leveraging risks. The Portfolio’s purchase of futures contractsmay involve risks related to imperfect correlation between the changes in the prices of such instruments and the price of theunderlying asset, as well as leverage, liquidity and volatility risks.


• Exchange Traded Funds Risk – Investing in exchange traded funds (ETFs) may expose the Portfolio to greater risk of lossand price fluctuation than investing directly in a comparable portfolio of stocks comprising the index due to lack of liquidity,the additional expenses incurred as a shareholder in another investment company, and tracking error. ETFs are also subject tothe risk that their market prices may trade at a premium or discount to their net asset value, which means the Portfolio willoverpay for an ETF’s assets if it is trading at a premium and will get less than the value of the ETF’s assets when selling if it istrading at a discount. An active market for an ETF may not be developed or maintained. Trading of an ETF’s shares may behalted by the exchange, in which case the Portfolio would be unable to sell its ETF shares unless and until trading is resumed.

• Index Concentration Risk. Since the Portfolio implements a full replication strategy with respect to the index which it tracks,to the extent the index may be concentrated in the securities of issuers in a particular market, industry, group of industries,sector or asset class, the Portfolio may be similarly concentrated. As a result, Portfolio performance may be adversely affectedby such concentration, the Portfolio may be subject to increased price volatility, and the Portfolio may be more susceptible toadverse economic, market, political or regulatory developments affecting that market, industry, group of industries, sector orasset class in which the concentration occurs.








2008

2009

2010

2011

2012

2013

2014

-40%

-30%

-20%

-10%

10%

20%

30%

50%

40%

0%

-31.30%

0.90%

25.17%25.90%

15.80%

40.67%

5.34%

2015

2016

2017

26.12%

12.93%

-2.35%



1 Yr 5 Yrs 10 Yrs


S&P SmallCap 600® Index(reflects no deduction for fees, expenses or taxes)13.23% 15.99% 10.43%

Lipper® Variable Insurance Products (VIP) Small Cap CoreFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Portfolio Managers: Daniel J. Meehan is a Director of MSA and joined MSA in 2004. He has co-managed the Portfoliosince 2013.Steven A. Warren is a Director of MSA and joined The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”)in 1998. He has co-managed the Portfolio since 2010.Joseph A. Travia is a Director of MSA, joined MSA in 2002 and joined Northwestern Mutual in 1999. He has co-managed thePortfolio since 2014.




SUMMARY PROSPECTUSMAY 1, 2018 Small Cap Value Portfolio









Acquired Fund Fees and Expenses 0.14%



Total Annual Portfolio Operating Expenses afterfee waiver(1),(2) 1.01%

(1) Includes fees and expenses incurred indirectly by thePortfolio as a result of investments in other investmentcompanies (Acquired Fund Fees and Expenses). The operatingexpenses of the Portfolio reflected in the Portfolio’s mostrecent annual report and Financial Highlights do not includeAcquired Fund Fees and Expenses.(2) The Portfolio’s investment adviser has entered into awritten agreement to waive a portion of its management fee.This fee waiver agreement may be terminated by the adviserat any time after April 30, 2019.



$103 $324 $562 $1,247



Small Cap Value Portfolio

PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets in common stocks of companies with market capitalizations that do notexceed the maximum market capitalization of any security in the Russell 2000® Index at the time of purchase (approximately$17 billion as of March 31, 2018). The market capitalization of companies in the Portfolio and the Index changes over time andthe Portfolio will not sell a stock just because the company has grown to a market capitalization outside of the range. ThePortfolio may, on occasion, purchase companies with a market capitalization above the range. Securities falling outside of themarket capitalization range noted above will be included in the overall calculation of assets but not counted as fulfilling the 80%minimum. The Portfolio may also invest in the equity securities of micro cap companies (defined as companies with stock marketcapitalizations less than $500 million at the time of investment).

Reflecting a value approach to investing, the Portfolio will seek the stocks of companies whose current stock prices do not appearto adequately reflect their underlying value as measured by assets, earnings, cash flow or business franchises. The in-houseresearch team at the adviser generally looks for some of the following:

• low price/earnings, price/book value, or price/cash flow ratios relative to the Russell 2000® Index the company’s peers, or itsown historical norm;

• low stock price relative to a company’s underlying asset values;

• above-average dividend yield relative to a company’s peers or its own historical norm;

• a plan to improve the business through restructuring; and

• a sound balance sheet and other positive financial characteristics.

While the Portfolio does not seek to focus its investments in any particular economic sector, the Portfolio may at times have arelatively high percentage of its assets invested in a particular sector as a result of the adviser’s stock selection process.

In pursuing its investment objective, the adviser has the discretion to deviate from its normal investment criteria, as describedabove, and purchase securities the adviser believes could provide an opportunity for substantial appreciation. These specialsituations might arise when the adviser believes a security could increase in value for a variety of reasons, including a change inmanagement, a reorganization, a spin-off of a business line, a special dividend, or some other extraordinary corporate event, anew product introduction or innovation, or a favorable competitive environment.

While most assets will be invested in U.S. common stocks, other securities may also be purchased, including AmericanDepositary Receipts (ADRs) and foreign securities (up to 20% of net assets), including those of issuers located in emergingmarkets, real estate investment trust (REITs) and securities of other investment companies, including open-end funds, closed-endfunds, exchange traded funds (ETFs) and business development companies (BDCs), in keeping with the Portfolio’s objectives.

The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses or redeploy assets into morepromising opportunities.





• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differing



reporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be adversely affected by decreases inforeign currency values relative to the U.S. dollar and may be less liquid, more volatile, and harder to value than U.S.securities. The Portfolio’s investments in emerging markets heighten these risks due to a lack of established legal, political,business and social frameworks to support securities markets.



• Micro Cap Company Risk – Investing in micro cap stocks may cause the Portfolio to experience more rapid and extremechanges in value than a fund that invests solely in small, mid and large cap stocks due to a more limited track record, narrowerproduct markets, more limited resources, higher risk of failure, and less liquid trading markets.

• Other Investment Companies Risk – The Portfolio will indirectly bear its pro rata portion of the expenses of the investmentcompanies in which it invests, including advisory fees, in addition to the direct expenses of the Portfolio. The expensesassociated with some business development companies may be significant. Investments in other investment companies aresubject to market and selection risks, and generally entail the same risks as the underlying securities held by them. ETFs,closed-end funds and BDCs are also subject to the risk that their market prices may trade at a premium or a discount to theirnet asset value, which means the Portfolio will overpay for a fund’s assets if it is trading at a premium and will get less than thevalue of the fund’s assets when selling if it is trading at a discount. An active trading market for an ETF, closed-end fund orBDC may not be developed or maintained. In the event of a trading halt by the exchange, the Portfolio would be unable to sellits ETF, closed-end or BDC shares unless and until trading is resumed. BDCs invest in small and medium-sized privatecompanies that may not have access to public equity markets. As a result, a BDC’s portfolio may be less liquid, may be moreadversely affected by poor economic or market conditions, and may be adversely affected by risks associated with industriesand sectors in which portfolio companies may concentrate.

• REITs Risk – REITs must satisfy specific requirements for favorable tax treatment and can involve unique risks in addition tothe risks generally affecting the real estate industry. REITs are dependent upon the quality of their management, may havelimited financial resources and heavy cash flow dependency, and may not be diversified geographically or by property type.



• Special Situation Risk – In special situations, the adviser may deviate from the Portfolio’s normal investment criteria whenpurchasing a security. In these special situations, there is the risk that the change or event anticipated by the adviser whenpurchasing a company might not occur or attract the expected attention, which could have a negative impact on the price of thecompany’s securities. Investing in special situations may involve heightened volatility in the value of the securities purchasedand may cause greater risk of loss.





2015

2014

2013

-30%

-20%

-10%

0%

10%

20%

30%

40%

2017

2008

2009

2010

2011

2012

2016

11.65%

-28.13%

28.18%21.95%

-1.36%-5.45%

16.33%

31.76%

0.22%

32.39%



1 Yr 5 Yrs 10 Yrs

Small Cap Value Portfolio11.65% 13.04% 9.05%


Lipper® Variable Insurance Products (VIP) Small Cap ValueFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: T. Rowe Price Associates, Inc. (T. Rowe Price)Portfolio Manager: J. David Wagner, CFA, a Vice President of T. Rowe Price, joined T. Rowe Price in 2000 and has managedthe Portfolio since 2014.




SUMMARY PROSPECTUSMAY 1, 2018 International Growth Portfolio













$67 $211 $368 $822


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio will invest at least 80% of net assets (plus any borrowings for investment purposes) in the securities ofissuers from countries outside the United States. The Portfolio may invest in emerging markets but will normally limit suchinvestments to 20% of its net assets, measured at the time of purchase. The adviser normally invests the Portfolio’s assetsprimarily in foreign common stocks and American Depositary Receipts (ADRs) and other depositary receipts. While the advisernormally allocates the Portfolio’s assets across different countries and regions, the Portfolio may invest a relatively largepercentage of its assets in a single country, a small number of countries, or a particular geographic region. The Portfolio investsprimarily in large capitalization companies, but may invest in companies of any size. Although the Portfolio primarily invests itsassets in issuers located outside the U.S., it also invests in U.S. issuers.

The adviser invests the Portfolio’s assets in companies it believes operate in a market environment, or with a competitiveadvantage, that make it difficult for competition to disrupt current and future profitability, in combination with growth driversthat may offer above-average growth potential measured by factors such as earnings or revenue. Companies with high growthpotential tend to be companies with higher than average price/earnings (P/E) or price/book (P/B) ratios. Companies with stronggrowth potential often have new products, technologies, distribution channels, or other opportunities, or have a strong industry or


International Growth Portfolio

market position. The stocks of these companies are often called “growth” stocks. In buying and selling securities for the Portfolio,the adviser relies on fundamental analysis, which involves a “bottom up” assessment of a company’s potential for success in lightof factors such as its financial condition, earnings outlook, strategy, management, industry position, and economic andmarket conditions.

The Portfolio may reduce or sell its position in a particular holding when the adviser believes a stock is fully valued, the conditionsupon which the adviser based its original investment thesis no longer holds true, or due to portfolio construction considerations.




• Emerging Markets Risk – Investing in emerging market securities increases foreign investing risk, and may subject thePortfolio to more rapid and extreme changes in value or more losses than a fund that invests exclusively in U.S. securities or inforeign, developed countries. This risk is due to smaller markets, illiquidity, significant price and market volatility, currency,interest rate and commodity price fluctuations, restrictions on foreign investment, changes in tax policy, differing securitiesmarket structures, higher transaction costs, and various administrative difficulties, such as delays in executing, clearing andsettling portfolio transactions or in receiving payment of dividends.


• Foreign Currency Risk – The risk that foreign (non-U.S. dollar) currency denominated securities, or derivatives that provideexposure to foreign currencies, may be adversely affected by decreases in foreign currency values relative to the U.S. dollar.Investments in securities subject to foreign currency risk may have more rapid and extreme changes in value or more lossesthan investments in U.S. dollar denominated securities.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be less liquid, more volatile, and harderto value than U.S. securities.

• Geographic Concentration Risk – To the extent a relatively large percentage of the Portfolio’s assets are invested in issuerslocated in a single country, a small number of countries, or a particular geographic region, the Portfolio’s performance could bemore volatile than that of a more geographically diversified fund, and the Portfolio’s performance may be more closely tied tothe market, currency, economic, political, or regulatory conditions in those countries or that region.



• Liquidity Risk – Markets for small cap stocks and foreign securities, in particular emerging markets securities, may be lessliquid than markets for larger cap stocks and domestic securities, and therefore may be difficult to purchase or sell at anadvantageous time or price, if at all. These risks may be magnified during periods of economic turmoil or in an extendedeconomic downturn.


International Growth Portfolio


• Small and Mid Cap Company Risk – Investing in small and mid cap stocks may cause greater risk of loss and pricefluctuation than investing in stocks of larger cap companies due to a more limited track record, narrower product markets, morelimited resources and less liquid trading markets. These stocks may be more volatile and more difficult to buy and sell thanstocks with larger capitalizations.


PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance, the returns of an additionalindex of securities with characteristics similar to those that the Portfolio typically holds, and the average returns of a peer groupof portfolios underlying variable insurance products with similar characteristics to those of the Portfolio. Returns are based onpast results and are not an indication of future performance. Neither the bar chart nor the table reflects the fees and expensesseparately charged by the variable annuity contract or variable life insurance policy separate account that invests in the Portfolioand returns would be lower if those fees and expenses were reflected.

2016

2015

2014

-50%

-30%

-40%

-20%

-10%

0%

10%

20%

30%

50%

40%

2008

2009

2010

2011

2012

2013

2017

23.16%

-46.19%

16.43%

-13.17%

17.99%19.81%

-4.52%-1.73%-3.41%

30.03%

Best Qtr: 2nd – ‘09 17.83% Worst Qtr: 3rd – ‘08 -22.62%


1 Yr 5 Yrs 10 Yrs

International Growth Portfolio30.03% 7.14% 1.11%

MSCI EAFE® (Europe-Australasia-Far East) Growth Index (Gross)(reflects no deduction for fees, expenses or taxes)29.34% 9.18% 3.05%

MSCI® All Country World (ex-US) Growth Index (Gross)(reflects no deduction for fees, expenses or taxes)32.47% 8.36% 2.76%

Lipper® Variable Insurance Products (VIP) International Multi-CapGrowth Funds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: FIAM LLC (FIAM)Portfolio Manager: Jed Weiss, Portfolio Manager, began managing the Portfolio in 2015.




SUMMARY PROSPECTUSMAY 1, 2018 Research International Core Portfolio

Before you invest, you may want to review the Portfolio’s prospectus, which contains more information about the Portfolioand its risks. You can find the Portfolio’s prospectus and other information about the Portfolio online atwww.nmseriesfund.com. You can also get this information at no cost by calling 1-888-455-2232 or by sending an e-mailrequest to [email protected]. The current prospectus and statement of additional information, eachdated May 1, 2018, along with the Portfolio’s most recent annual report dated December 31, 2017 are incorporated byreference into this Summary Prospectus. The Portfolio’s statement of additional information and annual report may beobtained, free of charge, in the same manner as the prospectus.

INVESTMENT OBJECTIVEThe investment objective of the Portfolio is to seek capital appreciation.













$81 $263 $461 $1,033


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio normally invests primarily in foreign equity securities, including emerging market equity securities. The Portfolionormally invests its assets across different industries, sectors, countries, and regions, but the Portfolio may invest a significantpercentage of its assets in issuers in a single industry, sector, country, or a particular geographic region.

In conjunction with a team of investment research analysts, sector leaders select investments for the Portfolio. The advisergenerally manages the Portfolio to be sector neutral to the MSCI EAFE® Index (the “Index”). The Portfolio does not, as a matter


Research International Core Portfolio

of policy, seek to concentrate in any particular industry. The Portfolio is not constrained by any particular investment style. Theadviser may invest the Portfolio’s assets in the stocks of companies it believes to have above average earnings growth potentialcompared to other companies (growth companies), in the stocks of companies it believes are undervalued compared to theirperceived worth (value companies), or in a combination of growth and value companies. The Portfolio’s investments in equitysecurities may include securities of companies of any capitalization level, and could include common stocks, preferred stocks,securities convertible into stock and American Depositary Receipts (ADRs) and other depositary receipts for those securities.

The adviser uses an active “bottom up” investment approach to buying and selling investments for the Portfolio, which emphasizesindividual stock selection. Investments are selected primarily based on fundamental analysis of individual issuers and their potentialin light of their financial condition, and market, economic, political and regulatory conditions. Factors considered may includeanalysis of an issuer’s earnings, cash flows, competitive position and management ability. Quantitative models that systematicallyevaluate an issuer’s valuation, price and earnings momentum, earnings quality and other factors, may also be considered.

The adviser may sell securities for a variety of reasons such as to seek to secure gains, limit losses, or redeploy assets intoopportunities believed to be more promising, among others.







• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be less liquid, more volatile, and harderto value than U.S. securities.

• Geographic Concentration Risk – The Portfolio’s performance could be more volatile than that of a more geographicallydiversified fund and could be significantly impacted as a result of the Portfolio investing a large percentage of its assets inissuers located in a single country, a small number of countries, or a particular geographic region. Also, the Portfolio’sperformance may be more closely tied to the market, currency, economic, political, or regulatory conditions in those countriesor that region.





• Liquidity Risk – Markets for small cap stocks and foreign securities, in particular emerging markets securities, may be lessliquid than markets for larger cap stocks and domestic securities, and therefore may be difficult to purchase or sell at anadvantageous time or price, if at all. These risks may be magnified during periods of economic turmoil or in an extendedeconomic downturn.


• Sector Concentration Risk – To the extent the Portfolio invests a relatively high percentage of its assets in a particular sectoror industries within a sector, it will have greater exposure to the risks associated with that sector, including the risk that thesecurities of companies within the sector will underperform due to adverse economic conditions, regulatory or legislativechanges or increased competition affecting the sector. To the extent the Portfolio is underweight other sectors, the Portfoliorisks missing out on advances in those sectors.




-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

2017

2008

2009

2014

2010

2011

2012

2013

2016

2015

-42.54%

30.82%

11.05%

-10.48%

16.76%

-1.12%

18.92%

-6.71%-1.11%

28.21%



1 Yr 5 Yrs 10 Yrs

Research International Core Portfolio28.21% 6.82% 1.95%

MSCI® All Country World (ex-US) Index (Gross)(reflects no deduction for fees, expenses or taxes)27.77% 7.28% 2.31%

MSCI EAFE® (Europe-Australasia-Far East) Index (Gross)(reflects no deduction for fees, expenses or taxes)25.62% 8.39% 2.42%

Lipper® Variable Insurance Products (VIP) International Multi-CapCore Funds Average




PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Massachusetts Financial Services Company (MFS®)Portfolio Managers: Jose Luis Garcia, Investment Officer of MFS, has managed the Portfolio since 2007.Thomas Melendez, Investment Officer of MFS, has managed the Portfolio since 2007.Victoria Higley, Investment Officer of MFS, has managed the Portfolio since 2016.




SUMMARY PROSPECTUSMAY 1, 2018 International Equity Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is long-term growth of capital. Any income realized will be incidental.













$56 $207 $370 $845


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in equity securities and at least65% of net assets in securities of issuers from a minimum of three countries outside the U.S. The Portfolio may purchase securities inany foreign country, including those with developed markets and emerging markets. From time to time, based on economic conditions,the Portfolio may have significant investments in one or more countries or in particular sectors. The Portfolio invests primarily inforeign common stocks, and may also invest in American Depositary Receipts (ADRs) and other similar depositary receipts.

The Portfolio’s investments in equity securities may include small, medium and large capitalization issues that the Portfolio’sadviser believes are undervalued. The strategy for the Portfolio will reflect a “bottom up”, value oriented and long-term


International Equity Portfolio

investment philosophy. In choosing equity investments, the adviser will focus on the market price of a company’s securities in relationto the company’s long-term earnings (typically 5 years), asset value and cash flow potential. A company’s historical value measures,including price/earnings ratio, profit margins and liquidation value, will also be considered. In determining whether a company islocated in a country “outside” the U.S., the Portfolio’s adviser considers a variety of factors, such as location of company management,location of the exchange on which the company’s stock is primarily traded, sources of revenue, and reporting currency.

The adviser may consider selling an equity security when it believes the security has become overvalued due to either its priceappreciation or changes in the company’s fundamentals, or when the adviser believes another security provides a more attractiveinvestment opportunity.






• Foreign Currency Risk – The risk that foreign (non-U.S. dollar) currency denominated securities may be adversely affectedby decreases in foreign currency values relative to the U.S. dollar. Investments in securities subject to foreign currency riskmay have more rapid and extreme changes in value or more losses than investments in U.S. dollar denominated securities.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities and may be less liquid, more volatile, andharder to value than U.S. securities.

• Geographic Concentration Risk – The Portfolio’s performance could be more volatile than that of a more geographicallydiversified fund and could be significantly impacted as a result of the Portfolio investing a relatively large percentage of its assets inissuers located in a single country, a small number of countries, or a particular geographic region. Also, the Portfolio’s performancemay be more closely tied to the market, currency, economic, political, or regulatory conditions in those countries or that region.




• Sector Concentration Risk – To the extent the Portfolio invests a relatively high percentage of its assets in a particular sector, it willhave greater exposure to the risks associated with that sector, including the risk that the securities of companies within the sector will


International Equity Portfolio

underperform due to adverse economic conditions, regulatory or legislative changes or increased competition affecting the sector. Tothe extent the Portfolio is underweight other sectors, the Portfolio risks missing out on advances in those sectors.




2016

2015

2014

-50%

-30%

-40%

-20%

-10%

0%

10%

20%

30%

50%

40%

2008

2009

2010

2011

2012

2013

2017

-43.78%

33.11%

22.30%

7.67%

-10.10%

21.52%21.38%

-8.80%-2.21%

2.89%



1 Yr 5 Yrs 10 Yrs

International Equity Portfolio22.30% 6.37% 1.83%

MSCI® All Country World (ex-US) Index (Gross)(reflects no deduction for fees, expenses or taxes)27.77% 7.28% 2.31%

MSCI EAFE® (Europe-Australasia-Far East) Index (Gross)(reflects no deduction for fees, expenses or taxes)25.62% 8.39% 2.42%

Lipper® Variable Insurance Products (VIP) International Multi-CapValue Funds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Templeton Investment Counsel, LLC (Templeton)Portfolio Manager: Antonio T. Docal, CFA, Executive Vice President, Director of Portfolio Management for Templeton’sGlobal Equity Group, joined Templeton in 2001 and has been a portfolio manager of the Portfolio since December 2014.




SUMMARY PROSPECTUSMAY 1, 2018 Emerging Markets Equity Portfolio


INVESTMENT OBJECTIVEThe Portfolio’s investment objective is to seek capital appreciation.













$105 $353 $621 $1,387


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities ofissuers that are tied economically to emerging market countries. The Portfolio invests primarily in common stocks, but may alsoinvest in other types of equity securities, including but not limited to, preferred stocks and American Depositary Receipts (ADRs)and other depositary receipts for those securities.

Emerging market countries include countries determined by the Portfolio’s adviser to have emerging market economies, takinginto account a number of factors, such as the country’s credit rating, its political and economic stability and the development of


Emerging Markets Equity Portfolio

its financial and capital markets. Emerging market countries include every nation in the world except the United States, Canada,Japan, Australia, New Zealand and most countries located in Western Europe. A company is considered to be an emerging marketcompany if the adviser determines that the company meets one or more of the following criteria: the company

• is organized under the laws of, or has its principal office in an emerging market country;

• has its principal securities trading market in an emerging market country; and/or

• derives the majority of its annual revenue or earnings or assets from goods produced, sales made or services performed in anemerging market country.

The Portfolio may also invest in equity securities of issuers that are not tied economically to emerging market countries. Suchinvestments will not exceed 20% of the net assets of the Portfolio. The Portfolio may invest in securities denominated in U.S.Dollars and currencies of emerging market countries in which it is permitted to invest. The Portfolio typically has full currencyexposure to those markets in which it invests.

The Portfolio may invest in companies of any size. The Portfolio may invest in securities of any market sector and, from time totime, may hold a significant amount of securities of companies within a single sector. The adviser may invest a large percentageof the Portfolio’s assets in issuers in a single country, a small number of countries, or a particular geographic region.

The adviser employs a fundamental “bottom up” equity investment style, which is characterized by intensive, first-hand researchand disciplined company evaluation. Investments are identified for their long-term, fundamental value. The stock selectionprocess contains two filters, first quality and then price. In the quality filter, the adviser seeks to determine whether the companyis a business that has good growth prospects and a balance sheet that supports expansion. The team also considers how acompany’s corporate governance and risk management practices may affect that company’s long-term value. In the price filter,the adviser assesses the value of a company by reference to standard financial ratios, and estimates the value of the companyrelative to its market price and the valuations of companies within a relevant universe.

The Portfolio may sell a security when the adviser perceives that a company’s business direction or growth prospects havechanged or the company’s valuations are no longer attractive.









• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions or diplomatic developments. Foreign securities may be less liquid, more volatile, and harderto value than U.S. securities.

• Geographic Concentration Risk – The Portfolio’s performance could be more volatile than that of a more geographicallydiversified fund and could be significantly impacted as a result of the Portfolio investing a large percentage of its assets inissuers located in a single country, a small number of countries, or a particular geographic region. Also, the Portfolio’sperformance may be more closely tied to the market, currency, economic, political, or regulatory conditions in those countriesor that region.


• Liquidity Risk – Markets for small and micro cap stocks and foreign securities, in particular emerging markets securities, maybe less liquid than markets for larger cap stocks and domestic securities, and therefore may be difficult to purchase or sell at anadvantageous time or price, if at all. These risks may be magnified during periods of economic turmoil or in an extendedeconomic downturn. The lack of active trading markets may make it difficult to obtain an accurate price for a security held bythe Portfolio.


• Micro Cap Company Risk – Investing in micro cap stocks may cause the Portfolio to experience more rapid and extremechanges in value than a fund that invests solely in small, mid and large cap stocks due to a more limited track record, narrowerproduct markets, more limited resources higher risk of failure, and less liquid trading markets.






PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance as well as with the averagereturns of a peer group of portfolios underlying variable insurance products with similar characteristics to those of the Portfolio.Prior to March 24, 2017, the sub-adviser to the Portfolio was different. Performance shown may have been different if the currentstrategy, and the current sub-adviser, had been in place during the periods shown. Returns are based on past results and are not anindication of future performance. Neither the bar chart nor the table reflects the fees and expenses separately charged by thevariable annuity contract or variable life insurance policy separate account that invests in the Portfolio and returns would be lowerif those fees and expenses were reflected.

2008

2009

2010

2011

2012

2013

2014

-80%

-60%

-40%

-20%

20%

40%

60%

80%

0%

2015

2016

2017

-55.22%

-18.66%

69.73%

24.08% 18.83%9.06%

27.84%

-5.15%-6.25%-12.24%



1 Yr 5 Yrs 10 Yrs

Emerging Markets Equity Portfolio27.84% 1.70% -0.08%

MSCI® Emerging Markets Index (Gross)(reflects no deduction for fees, expenses or taxes)37.75% 4.73% 2.02%

Lipper® Variable Insurance Products (VIP) Emerging MarketsFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Aberdeen Asset Managers Limited (“Aberdeen”)Portfolio Managers: The Portfolio is managed using a team-based approach, with the following team members being jointly andprimarily responsible for the day-to-day management of the Portfolio:Hugh Young, Head of Asia Pacific/Managing Director—Asia, has managed the Portfolio since March 2017.Devan Kaloo, Global Head of Equities/Head of Global Emerging Markets Equities, has managed the Portfolio since March 2017.Joanne Irvine, Head of Emerging Markets (ex-Asia), has managed the Portfolio since March 2017.Mark Gordon-James, CFA, Senior Investment Manager, has managed the Portfolio since March 2017.Flavia Cheong, CFA, Head of Equities—Asia (ex-Japan), has managed the Portfolio since March 2017.




SUMMARY PROSPECTUSMAY 1, 2018 Government Money Market Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is to realize maximum current income to the extent consistent with liquidity andstability of capital.










$34 $106 $185 $418

PRINCIPAL INVESTMENT STRATEGIESAs a government money market portfolio, the Portfolio invests at least 99.5% of its total assets in cash, U.S. Treasury bills, notesand other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities,and repurchase agreements secured by such obligations or cash. The Portfolio may invest 100% of its total assets in suchrepurchase agreements. Under normal circumstances, the Portfolio will invest at least 80% of its net assets in obligations issuedor guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreementssecured by such obligations. The Portfolio invests in a portfolio of securities maturing in 397 days or less (with certainexceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days orless. The Portfolio may invest in variable and floating rate instruments, and transact in securities on a when-issued, delayeddelivery or forward commitment basis. The Portfolio seeks to maintain a net asset value of $1.00 per share.

PRINCIPAL RISKSThe main risks of investing in the Portfolio are identified below.

• Active Management Risk – The securities selected for the Portfolio may underperform the markets, relevant indices, orsecurities selected by other funds with similar investment objectives and investment strategies.

• Credit Risk – The Portfolio could lose money if the issuer or guarantor of a fixed income security or the counterparty to arepurchase agreement is unwilling or unable to meet its financial obligations.

• Income Risk – The risk that the Portfolio’s yield will vary as short-term securities in its portfolio mature and the proceeds arereinvested in securities with different interest rates.


Government Money Market Portfolio

• Interest Rate Risk – Prices of fixed income instruments generally rise and fall in response to changes in market interest rates.In a rising interest rate environment, the value of the Portfolio’s fixed income investments is likely to decline. A low interestrate environment poses additional risks to the Portfolio. Low yields on the Portfolio’s holdings may have an adverse impact onthe Portfolio’s ability to provide a positive yield to its shareholders or pay expenses out of Portfolio assets. Additionally,securities issued or guaranteed by the U.S. government, its agencies and instrumentalities have historically involved little riskof loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities mayvary during the period you are invested in the Portfolio.

• Liquidity Risk – Investments for the Portfolio may be difficult to purchase or sell at an advantageous time or price, if at all.These risks may be magnified during periods of economic turmoil or in an extended economic downturn. The liquidityrequirements applicable to government money market funds are designed to help mitigate the potential impact of these risks.


• Repurchase Agreements Risk – If the other party to a repurchase agreement defaults on its obligation under the agreement,the Portfolio may suffer delays and incur costs or lose money in exercising its rights under the agreement. These risks may beheightened if the other party is located outside of the U.S. If the seller fails to repurchase the security and the market value ofthe security declines, the Portfolio may lose money.

• Stable Net Asset Value Risk – The Portfolio may not be able to maintain a stable net asset value (“NAV”) of $1.00 per shareat all times. If the Portfolio fails to maintain a stable NAV (or there is a perceived threat of such failure), the Portfolio, alongwith other money market funds, could be subject to increased redemption activity.


• U.S. Government Securities Risk – Not all obligations of the U.S. government, its agencies and instrumentalities are backedby the full faith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency orinstrumentality, and in some cases there may be some risk of default by the issuer. Any guarantee by the U.S. government or itsagencies or instrumentalities of a security held by the Portfolio does not apply to the market value of such security or to sharesof the Portfolio itself.

• Variable and Floating Rate Instrument Risk – Variable and floating rate securities provide for a periodic adjustment in theinterest rate paid on the obligations. The absence of an active market for these securities could make it difficult for thePortfolio to dispose of them if the issuer defaults.

• When-Issued and Delayed Delivery Transactions Risk – When issued and delayed delivery securities involve the risk thatthe security will lose value prior to its delivery. There is also the risk that the security will not be issued or that the other partyto the transaction will not meet its obligation. If this occurs, the Portfolio loses both the investment opportunity for the assets itset aside to pay for the security and any gain the security’s price.

You could lose money by investing in the Government Money Market Portfolio. Although the Portfolio seeks to preserve the valueof your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Portfolio is not insured orguaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Portfolio’s sponsor has no legalobligation to provide financial support to the Portfolio, and you should not expect that the sponsor will provide financial supportto the Portfolio at any time.


Government Money Market Portfolio

PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods. Returns are based on past results and are not an indication of future performance. Prior to May 1, 2016, the Portfoliooperated as a prime money market fund and invested in certain types of securities that the Portfolio is no longer permitted to hold.Consequently, the performance information below may have been different if the current investment limitations had been ineffect during the period prior to the Portfolio’s conversion to a government money market fund. Neither the bar chart nor thetable reflects the fees and expenses separately charged by the variable annuity contract or variable life insurance policy separateaccount that invests in the Portfolio and returns would be lower if those fees and expenses were reflected.

-1%

0%

1%

2%

6%

5%

4%

3%

2008

2009

2010

2011

2012

2015

2014

2013

2016

2017

0.76% 0.60%

2.76%

0.29% 0.14% 0.15% 0.10% 0.07% 0.01% 0.13%

Best Qtr: 1st – ‘08 0.93% Worst Qtr: 4th – ‘13 0.00%


1 Yr 5 Yrs 10 Yrs

Government Money Market Portfolio0.60% 0.91% 5.09%

For the seven-day period ended March 31, 2018, theGovernment Money Market Portfolio’s yield was 1.29%.

PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: BlackRock Advisors, LLC




SUMMARY PROSPECTUSMAY 1, 2018 Short-Term Bond Portfolio


INVESTMENT OBJECTIVEThe primary investment objective of the Portfolio is to provide as high a level of current income as is consistent with prudentinvestment risk.











$41 $128 $224 $505


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in a diversified portfolio ofinvestment grade debt securities. The Portfolio may also invest up to 10% of net assets in non-investment grade, high yield/high riskbonds (so called “junk bonds”). Investment grade securities are generally securities rated investment grade by major credit ratingagencies (BBB- or higher by S&P; Baa3 or higher by Moody’s; BBB- or higher by Fitch) and non-investment grade securities aregenerally securities rated below investment grade by major credit rating agencies (BB+ or lower by S&P; Ba1 or lower by Moody’s;BB+ or lower by Fitch), or, if unrated, determined by the Portfolio’s adviser to be of comparable quality. Also, the Portfolio mayinvest up to 20% of net assets in foreign securities, including those of issuers located in emerging markets, consistent with itsinvestment objective. Foreign securities held by the Portfolio may consist of both U.S. dollar and non-U.S. dollar denominatedsecurities. Debt securities may be of any maturity, but under normal market conditions, the Portfolio’s average effective maturitywill not exceed three years. The Portfolio primarily invests in corporate, government and mortgage- and asset-backed securities. ThePortfolio’s mortgage-related securities investments may include collateralized mortgage obligations as well as commercial andresidential mortgage-backed securities. The Portfolio’s investments in asset-backed securities include asset-backed auto loans. The


Short-Term Bond Portfolio

Portfolio may also invest in Rule 144A securities. The Portfolio may also utilize futures and forward contracts primarily to adjust thePortfolio’s duration and yield curve exposure, as well as hedge foreign currency exposure, swap agreements, including the purchaseor sale of credit default swaps and interest rate swaps (to take a position on interest rates moving either up or down) in keeping withits investment objective. Duration is a measure of the sensitivity of the price of a Portfolio’s fixed income securities to changes ininterest rates; the longer the duration, the more sensitive the price will be to changes in interest rates.

The adviser uses both a “top down” and “bottom up” investment approach to construct the portfolio of investments. The top downinvestment approach involves an evaluation by the adviser of the overall macroeconomic environment and its potential impact onthe level and direction of interest rates. The adviser then identifies sectors it believes have the best potential for performancebased on its economic outlook. The bottom up investment approach focuses on fundamental research of individual issuers.Investment decisions reflect the adviser’s outlook for interest rates and the economy, as well as the prices, yields, and creditquality of various securities in which the Portfolio may invest.

The adviser may sell a portfolio security for a variety of reasons, such as to adjust the Portfolio’s average maturity, duration, orcredit quality or to shift assets into and out of higher-yielding or lower-yielding securities or different sectors.


• Active Management Risk – The adviser’s investment strategies and techniques may not perform as expected and the adviser’squality determinations with respect to securities that are unrated by the major credit rating agencies may be inaccurate, whichcould cause the Portfolio to underperform other mutual funds or lose money.

• Credit Risk – The Portfolio could lose money if the issuer or guarantor of a fixed income security is unwilling or unable tomeet its financial obligations.

• Debt Obligations of Foreign Governments Risk – The issuer of the foreign debt or the governmental authorities that controlthe repayment of such debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may havelimited recourse in the event of a default. The market prices of debt obligations of governments and their agencies, and thePortfolio’s net asset value, may be more volatile than prices of U.S. debt obligations.

• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The primary risks associated with the Portfolio’s use of derivatives are the risk that changes in the value of thederivatives may not correlate as intended with the underlying asset, rate or index, the risk of adverse price movements in themarket and the risk that the counterparty to a derivatives transaction fails to make the required payment or otherwise complywith the terms of the contract. Certain derivatives involve leverage, which could cause the Portfolio to lose more than theprincipal amount invested. Other risks include management, interest rate, and liquidity risks, and the risk of missedopportunities in other investments.


• High Yield Debt Risk – High yield debt securities (so called “junk bonds”) in which the Portfolio invests have greater interestrate and credit risk, may be more difficult to sell or sell at a reasonable price, and have greater risk of loss than higherrated securities.

• Interest Rate Risk – Prices of fixed income instruments generally rise and fall in response to changes in market interest rates.In a rising interest rate environment, the value of the Portfolio’s fixed income investments is likely to decline. Currently,interest rates remain at historically low levels. A significant rise in interest rates over a short period of time could causesignificant losses in the market value of the Portfolio’s fixed income instruments. A portfolio with a longer average portfolioduration will be more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

• Liquidity Risk – Fixed income and derivative investments can be difficult to purchase or sell at an advantageous time or price,if at all, during periods of reduced marketability for the investment or due to the size of the transaction. These risks may bemagnified during periods of economic turmoil or in an extended economic downturn or when investing in emerging markets.




• Mortgage- and Asset-Backed Securities Risk – The Portfolio invests in collateralized mortgage obligations, mortgage-backed securities and asset-backed securities. Mortgage-related and other asset-backed securities are subject to interest raterisk, credit risk and liquidity risk as well as additional risks including prepayment and extension risk. Mortgage-related andother asset-backed securities represent interests in pools of mortgages or other assets and often involve risks that are differentor possibly more acute than risks associated with other types of debt instruments. The value of some mortgage- or asset-backedsecurities may be particularly sensitive to changes in prevailing interest rates. Asset-backed securities are subject to riskssimilar to those associated with mortgage-backed securities, as well as risks associated with the nature and servicing of theassets underlying the securities. Asset-backed auto loans are backed by receivables from motor vehicle installment salescontracts or installment loans secured by motor vehicles and may be subject to heightened credit risk.

• Prepayment and Extension Risk – Prepayment risk is the risk that principal on a debt obligation will be paid earlier thanscheduled or expected, which could reduce yield and market value of the security and shorten the Portfolio’s average effectivematurity. The rate of prepayments tends to increase as interest rates fall. Extension risk is the risk that, as interest rates rise,repayments on a debt obligation may occur more slowly than anticipated by the market and the obligation may remainoutstanding longer.




2012

2008

2009

2010

2011

2013

2014

-5%

0%

5%

10%

2.71%

7.22%

3.63%

0.55%

2.07%

0.55% 0.38%

2015

2016

2017

0.72%1.67% 1.33%

Best Qtr: 1st – ‘09 2.53% Worst Qtr: 3rd – ‘08 -1.06%


1 Yr 5 Yrs 10 Yrs

Short-Term Bond Portfolio1.33% 0.93% 2.06%

Bloomberg Barclays® 1-3 Year U.S. Government/Credit Bond Index(reflects no deduction for fees, expenses or taxes)0.84% 0.84% 1.85%

Lipper® Variable Insurance Products (VIP) Short Investment GradeDebt Funds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Sub-Adviser: T. Rowe Price Associates, Inc. (T. Rowe Price)Portfolio Manager: Michael F. Reinartz, CFA, Portfolio Manager and Chairman of T. Rowe Price’s Short-Term BondInvestment Advisory Committee, joined T. Rowe Price in 1996 and has managed the portfolio since 2015.


SUMMARY PROSPECTUSMAY 1, 2018 Select Bond Portfolio


INVESTMENT OBJECTIVEThe primary investment objective of the Portfolio is to provide as high a level of total return as is consistent with prudentinvestment risk. A secondary objective is to seek preservation of shareholders’ capital.













$31 $99 $173 $392


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in a diversified portfolio ofinvestment grade debt securities with maturities exceeding one year. The Portfolio may also invest up to 10% of net assets innon-investment grade, high yield/high risk bonds (so called “junk bonds”). Investment grade securities are generally securities ratedinvestment grade by major credit rating agencies (BBB- or higher by S&P; Baa3 or higher by Moody’s; BBB- or higher by Fitch) andnon-investment grade securities are generally securities rated below investment grade by major credit rating agencies (BB+ or lower byS&P; Ba1 or lower by Moody’s; BB+ or lower by Fitch), or, if unrated, determined by the Portfolio’s adviser to be of comparable quality.The Portfolio invests primarily in U.S. Government obligations, corporate bonds and mortgage- and asset-backed securities, includingcollateralized mortgage obligations, mortgage dollar rolls and certificates issued by the Federal National Mortgage Association and the


Select Bond Portfolio

General National Mortgage Association. The Portfolio may invest in Rule 144A securities. Also, the Portfolio may invest up to 20% of netassets in foreign securities, consistent with its investment objectives. Foreign securities held by the Portfolio consist primarily of U.S. dollardenominated securities but may also include non-U.S. dollar denominated securities. Debt securities may be of any maturity or duration, butunder normal market conditions, the Portfolio attempts to maintain an overall dollar-weighted average effective duration that is within 10%of the Bloomberg Barclays® U.S. Aggregate Index, which had a duration of 6.08 years as of March 31, 2018. Duration is a measure of thesensitivity of the price of the Portfolio’s fixed income securities to changes in interest rates; the longer the duration, the more sensitive theprice will be to changes in interest rates. The Portfolio does not target an average effective maturity.

The adviser uses a fundamental, relative value investment approach to construct the portfolio of investments. The adviser investsin debt securities that it believes offer competitive returns and are undervalued, offering additional income and/or priceappreciation potential relative to other debt securities of similar credit quality and interest rate sensitivity. The adviser mayengage in active and frequent trading of portfolio securities to achieve its investment objectives.

The adviser may sell a portfolio security that has achieved its desired return or if the adviser believes the security or its sector hasbecome overvalued. The adviser may also sell a security if a more attractive opportunity becomes available or if the security is nolonger attractive due to its risk profile or as a result of changes in the overall market environment.




• Debt Obligations of Foreign Governments Risk – The issuer of the foreign debt or the governmental authorities that controlthe repayment of such debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may havelimited recourse in the event of a default. The market prices of debt obligations of governments and their agencies, and thePortfolio’s net asset value, may be more volatile than prices of U.S. debt obligations.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in value or morelosses than a fund that invests exclusively in U.S. securities. The risk is due to potentially smaller markets, differing reporting, accountingand auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage, political and economic conditions,or diplomatic developments. Foreign securities may be less liquid, more volatile, and harder to value than U.S. securities.

• High Portfolio Turnover Risk – Active and frequent trading may cause higher brokerage expenses and other transactioncosts, which may adversely affect the Portfolio’s performance.

• High Yield Debt Risk – High yield debt securities (so called “junk bonds”) in which the Portfolio invests have greater interest rateand credit risk, may be more difficult to sell or sell at a reasonable price, and have greater risk of loss than higher rated securities.


• Liquidity Risk – Fixed income investments, including Rule 144A securities, may be difficult to purchase or sell at anadvantageous time or price, if at all, during periods of reduced marketability for the investment or due to the size of thetransaction. These risks may be magnified during periods of economic turmoil or in an extended economic downturn.


• Mortgage- and Asset-Backed Securities Risk – The risks of investing in mortgage-related and other asset-backed securities,including mortgage dollar rolls, include interest rate risk, credit risk, liquidity risk, prepayment risk and extension risk.Mortgage-related and other asset-backed securities represent interests in pools of mortgages or other assets and often involverisks that are different or possibly more acute than risks associated with other types of debt instruments. The value of somemortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Other asset-backedsecurities are subject to risks similar to those associated with mortgage-backed securities, as well as risks associated with thenature and servicing of the assets underlying the securities. Asset-backed securities may not have the benefit of a securityinterest in collateral comparable to that of mortgage assets, resulting in additional credit risk.


Select Bond Portfolio

• Prepayment and Extension Risk – Prepayment risk is the risk that principal on a debt obligation will be paid earlier than scheduledor expected, which could reduce yield and market value of the security and shorten the Portfolio’s average effective maturity. Therate of prepayments tends to increase as interest rates fall. Extension risk is the risk that, as interest rates rise, repayments on a debtobligation may occur more slowly than anticipated by the market and the obligation may remain outstanding longer.


• U.S. Government Securities Risk – Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the fullfaith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality, and insome cases there may be some risk of default by the issuer. Any guarantee by the U.S. government or its agencies or instrumentalities ofa security held by the Portfolio does not apply to the market value of such security or to shares of the Portfolio itself.


2008

2009

-5%

0%

5%

10%

15%

2010

2011

2012

2013

2015

2016

2014

2017

3.26%

9.37%

6.59% 7.16%

4.96%

-2.16%

5.56%

0.53%

3.06% 3.58%



1 Yr 5 Yrs 10 Yrs

Select Bond Portfolio3.58% 2.08% 4.14%

Bloomberg Barclays® U.S. Aggregate Index(reflects no deduction for fees, expenses or taxes)3.54% 2.10% 4.01%

Lipper® Variable Insurance Products (VIP) Core BondFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Wells Capital Management, Inc. (WellsCap)Portfolio Managers: Thomas O’Connor, CFA, Senior Portfolio Manager at WellsCap, has been with WellsCap since 2000 andhas co-managed the Portfolio since 2014.Maulik Bhansali, CFA, Senior Portfolio Manager at WellsCap, has been with WellsCap since 2001 and has co-managed thePortfolio since October 2017.Jarad Vasquez, Senior Portfolio Manager at WellsCap, has been with WellsCap since 2007 and has co-managed the Portfoliosince October 2017.




SUMMARY PROSPECTUSMAY 1, 2018 Long-Term U.S. Government Bond Portfolio


INVESTMENT OBJECTIVEThe Portfolio’s investment objective is to seek maximum total return, consistent with preservation of capital and prudentinvestment management.








Expense Reimbursement(1) (0.02)%

Total Annual Portfolio Operating Expenses AfterExpense Reimbursement(1) 0.92%

(1) The Portfolio’s investment adviser has entered into awritten expense limitation agreement under which it hasagreed to limit the total expenses of the Portfolio (excludingtaxes, brokerage, other investment-related costs, interest anddividend expenses and charges, acquired fund fees andexpenses and such non-recurring and extra ordinary expensesas they may arise to an annual rate of 0.65% of the Portfolio’saverage net assets. This expense limitation agreement may beterminated by the adviser at any time after April 30, 2019.

ExampleThis Example is intended to help you compare the cost ofinvesting in the Portfolio with the cost of investing in othermutual funds. The Example assumes that you invest $10,000in the Portfolio for the time periods indicated and then redeemall of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each yearand that the Portfolio’s operating expenses remain the same.The Example reflects adjustments made to the Portfolio’soperating expenses due to the expense reimbursementagreement with the investment adviser for the first year only.Although your actual costs may be higher or lower, based onthese assumptions your costs would be:


$94 $298 $518 $1,153


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio seeks to achieve its investment objective by investing under normal circumstances at least 80% of its net assets(plus any borrowings for investment purposes) in a diversified portfolio of fixed income securities that are issued or guaranteed


Long-Term U.S. Government Bond Portfolio

by the U.S. Government, its agencies or government sponsored enterprises (“U.S. Government Securities”), which may berepresented by forwards or derivatives such as options, futures contracts or interest rate swap agreements (to take a position oninterest rates moving either up or down). Assets not invested in U.S. Government Securities may be invested in other types ofnon-government related investment grade fixed income instruments, such as corporate debt securities of U.S. issuers andmortgage- and asset-backed securities, subject to the quality restrictions described below. Mortgage-related securities mayinclude mortgage pass-through securities, collateralized mortgage obligations, commercial mortgage-backed securities andmortgage dollar rolls. The Portfolio may also invest up to 10% of its net assets in preferred stocks.

The Portfolio will normally have a minimum average portfolio duration of eight years and, for point of reference, the dollarweighted average maturity of the Portfolio, under normal circumstances, is expected to be more than ten years. Duration is ameasure of the sensitivity of the price of the Portfolio’s fixed income securities to changes in interest rates; the longer theduration, the more sensitive the price will be to changes in interest rates.

The Portfolio may invest all of its assets in derivative instruments, such as options, futures contracts or interest rate swap agreements (totake a position on interest rates moving either up or down), in municipal bonds or in mortgage- or asset-backed securities, subject to thePortfolio’s objective and the Fund’s policies. The adviser may invest in derivatives at any time it deems appropriate. It will generally doso when it believes that U.S. Government Securities are overvalued relative to derivative instruments or to adjust the overall duration ofthe Portfolio. The potential leverage created by use of derivatives may cause the Portfolio to be more sensitive to interest ratemovements and thus more volatile than other long-term U.S. government bond funds that do not use derivatives.

The Portfolio may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis and may engage inshort sales. A short sale involves the sale of a security that is borrowed from a broker or other institution, and which must bepurchased in the market at a later date and returned to the lender. The Portfolio may, without limitation, seek to obtain marketexposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using otherinvestment techniques (such as buy backs or dollar rolls).

The “total return” sought by the Portfolio consists of income earned on the Portfolio’s investments, plus capital appreciation, ifany, which generally arises from decreases in interest rates or improving credit fundamentals for a particular sector or security.The Portfolio may engage in frequent and active trading of portfolio securities to achieve its investment objective, particularlyduring periods of volatile market movements.

The Portfolio’s investments in fixed income securities are limited to investment grade U.S. dollar denominated securities of U.S.issuers that are rated at least A by Moody’s or equivalently rated by S&P or Fitch, or, if unrated, determined by the adviser to beof comparable quality. If a downgrade in the rating of a security in which the Portfolio is invested causes it to fall outside theseparameters, the adviser will sell the impacted security as soon as reasonably practicable. In addition, with respect to thePortfolio’s investments in fixed income securities that are not U.S. Government Securities, the Portfolio may only invest up to10% of its total assets in securities rated A by Moody’s or equivalently rated by S&P or Fitch, or, if unrated, determined by theadviser to be of comparable quality, and may only invest up to 25% of its total assets in securities rated Aa by Moody’s orequivalently rated by S&P or Fitch or, if unrated, determined by the adviser to be of comparable quality.

The Portfolio may sell a position when, in the adviser’s opinion, it no longer represents a good value, when a superior risk/returnopportunity exists in a substitute position, or when it no longer fits within the Portfolio’s macroeconomic or structural strategy.



• Counterparty Risk – The Portfolio may sustain a loss in the event the other party(s) in an agreement or a participant to atransaction, such as a broker or swap counterparty, defaults on a contract or fails to perform by failing to pay amounts due,failing to fulfill delivery conditions, or failing to otherwise comply with the terms of the contract. Counterparty risk is inherentin many transactions, including derivatives transactions.

• Credit Risk – The Portfolio could lose money if the issuer or guarantor of a fixed income security or the counterparty to aderivatives contract is unwilling or unable to meet its financial obligations.

• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The Portfolio’s use of derivatives involves risks different from, or possibly greater than, the risks associated withinvesting directly in securities or other traditional investments. Investments in derivatives may not have the intended effectsand may result in losses for the Portfolio that may not otherwise have occurred or missed opportunities for the Portfolio.



Certain derivatives involve leverage, which could cause the Portfolio to lose more than the principal amount invested. Thederivatives could involve management, credit, interest rate, liquidity and market risks, and the risks of misplacing or impropervaluation. Changes in the value of the derivative may not correlate as intended with the underlying asset, rate or index. Inaddition, the Portfolio could sustain a loss in the event the counterparty to a derivatives transaction fails to make the requiredpayments or otherwise comply with the terms of the contract.

• Equity Securities Risk – The value of equity securities, such as common and preferred stocks, could decline if the financialcondition of the companies the Portfolio is invested in declines or if overall market and economic conditions deteriorate.Equity securities generally have greater price volatility than fixed income securities. Investments in rights and warrants may bemore volatile than the underlying investments in stocks.


• Inflation Risk – Your investment in the Portfolio may not provide enough income to keep pace with inflation.

• Interest Rate Risk – Prices of fixed income instruments generally rise and fall in response to changes in market interest rates.In a rising interest rate environment, the value of the Portfolio’s fixed income investments is likely to decline. Currently,interest rates remain at historically low levels. A significant rise in interest rates over a short period of time could causesignificant losses in the market value of the Portfolio’s fixed income instruments. A Portfolio with a longer average portfolioduration will be more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

• Issuer Risk – The risk that the value of a security may decline for a reason directly related to the issuer, such as managementperformance, financial leverage and reduced demand for the issuer’s goods or services.

• Leverage Risk – Certain transactions, such as when issued, delayed delivery or forward commitments transactions, or the useof derivative transactions, may give rise to leverage, causing more volatility than if the Portfolio had not been leveraged.

• Liquidity Risk – Fixed income and derivative investments can be difficult to purchase or sell at an advantageous time or price,if at all, during periods of reduced marketability for the investment or due to the size of the transaction. These risks may bemagnified during periods of economic turmoil or in an extended economic downturn.


• Mortgage- and Asset-Backed Securities Risk – The risks of investing in mortgage-related and other asset-backed securities,including interest rate risk, credit risk, liquidity risk, prepayment risk and extension risk. Mortgage-related and other asset-backed securities represent interests in pools of mortgages or other assets and often involve risks that are different or possiblymore acute than risks associated with other types of debt instruments. The value of some mortgage- or asset-backed securitiesmay be particularly sensitive to changes in prevailing interest rates.

• Municipal Securities Risk – The value of municipal securities in which the Portfolio invests may be more sensitive to certainadverse conditions than other fixed income securities and the yields of municipal securities may move differently andadversely compared to the yields of the overall debt securities markets. Certain municipal securities may be or become highlyilliquid. Illiquidity may be exacerbated from time to time by market or economic events. Municipal securities may lose theirtax-exempt status if certain legal requirements are not met, or if federal or state tax laws change. The Portfolio’s investments incertain municipal securities with principal and interest payments that are made from the revenues of a specific project orfacility, and not general tax revenues, may have increased risks.


• Short Sale Risk – The risk of entering into short sales, including the potential loss of more money than the actual cost of theinvestment, and the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Portfolio.





• When Issued, Delayed Delivery and Forward Commitment Risk – When issued, delayed delivery purchases and forwardcommitment transactions involve a risk of loss if the value of the securities declines prior to the settlement date. This risk is inaddition to the risk that the Portfolio’s other assets will decline in value. Therefore, these transactions may result in a form ofleverage and increase the Portfolio’s overall investment exposure.


2012

2008

2009

2010

2011

2013

2014

-20%

-10%

0%

20%

10%

30%

20.76%

-6.98%

-13.27%

-1.47%

10.62%

28.92%

3.75%8.28%

23.73%

1.09%

2015

2016

2017



1 Yr 5 Yrs 10 Yrs

Long-Term U.S. Government Bond Portfolio8.28% 2.96% 6.76%

Bloomberg Barclays® Long-Term U.S. Treasury Index(reflects no deduction for fees, expenses or taxes)8.53% 3.48% 6.55%

Morningstar® US Insurance Fund Long Government Average(reflects deductions for fees and expenses)9.03% 2.95% 6.65%

PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Pacific Investment Management Company LLC (PIMCO)Portfolio Managers: Stephen Rodosky, joined PIMCO in 2001 and is a Managing Director in PIMCO’s Newport Beach office.He has managed the Portfolio since 2007.Michael Cudzil, joined PIMCO in 2012 and is a Managing Director in PIMCO’s Newport Beach office. He has managed thePortfolio since February 2016.Josh Thimons, joined PIMCO in 2010 and is a Managing Director in PIMCO’s Newport Beach office. He has managed thePortfolio since February 2016.




SUMMARY PROSPECTUSMAY 1, 2018 Inflation Protection Portfolio


INVESTMENT OBJECTIVEThe Portfolio’s investment objective is to pursue total return using a strategy that seeks to protect against U.S. inflation.













$56 $185 $325 $734


PRINCIPAL INVESTMENT STRATEGIESThe Portfolio invests substantially all of its assets in investment-grade debt securities. To help protect against U.S. inflation (asmeasured by the change in the Consumer Price Index over time), under normal conditions, the Portfolio will invest over 50% ofits net assets (plus any borrowings for investment purposes) in inflation-indexed debt securities. These securities includeinflation-indexed U.S. Treasury Securities, inflation-indexed securities issued by U.S. government agencies and instrumentalitiesother than the U.S. Treasury, and inflation-indexed securities issued by domestic and foreign corporations and governments, andmay include those located in emerging markets. Inflation-indexed securities are designed to protect the future purchasing powerof the money invested in them. The Portfolio also may invest in fixed income securities that are not inflation-indexed. Such


Inflation Protection Portfolio

investments may include other investment grade debt securities, including collateralized mortgage obligations, mortgage-backedsecurities and asset-backed securities, whether issued by the U.S. government, its agencies or instrumentalities, corporations orother non-governmental issuers, or foreign governments. Investment grade securities are generally securities rated investmentgrade by major credit rating agencies (BBB- or higher by S&P; Baa3 or higher by Moody’s; BBB- or higher by Fitch) or, ifunrated, determined by the Portfolio’s adviser to be of comparable quality.

Due to Internal Revenue Code provisions and regulations governing insurance product funds, no more than 55% of the Portfolio’sassets may be invested in securities issued by the same entity. Because the number of inflation-indexed debt securities issued byother entities is limited, at times the Portfolio may have a substantial position in non-inflation-indexed securities. To seek toreduce the impact of this limitation, the adviser may purchase (long) inflation swap agreements to manage or reduce the risk ofthe effects of inflation with respect to the Portfolio’s position in non-inflation-indexed securities. The Portfolio is classified as“non-diversified” under the Investment Company Act of 1940, as amended, which means it may hold larger positions in a singlesecurity or smaller number of securities than a “diversified” fund.

The adviser is not limited to a specific weighted average maturity or duration range. However, the adviser monitors thePortfolio’s weighted average maturity and duration and seeks to adjust it as appropriate, taking into account market conditions,the current inflation rate and other relevant factors.

The Portfolio may invest up to 20% of its total assets in securities denominated in foreign currencies and may invest beyond thislimit in U.S. dollar denominated securities of foreign issuers. The Portfolio may hedge some or all of its foreign currency byutilizing foreign currency contracts and futures to seek to reduce the risk of loss due to fluctuations in the currency exchangerates, when the adviser deems it to be advantageous.

The Portfolio may sell a security for a variety of reasons, including its assessment of the security’s relative attractiveness in light of itsevaluation of current economic conditions or the risk of inflation, or to manage the Portfolio’s maturity and credit quality standards.

PRINCIPAL RISKSPortfolio shares will rise and fall in value and there is a risk you could lose money by investing in the Portfolio. There can be noassurance that the Portfolio will achieve its objective and there is no guarantee of inflation protection. The main risks of investingin this Portfolio are identified below.




• Debt Obligations of Foreign Governments Risk – The issuer of the foreign debt or the governmental authorities that controlthe repayment of such debt may be unable or unwilling to repay principal or interest when due, and the Portfolio may havelimited recourse in the event of a default. The market prices of debt obligations of governments and their agencies, and thePortfolio’s net asset value, may be more volatile than prices of U.S. debt obligations. In addition, unlike debt instrumentsissued by the U.S. Treasury, inflation-linked bonds issued by corporations or foreign governments do not generally provideprincipal protection, and in a deflationary environment, such bonds may result in the loss of principal.

• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate or index.The primary risks associated with the Portfolio’s use of derivatives are the risk that the counterparty to a derivatives transaction failsto make the required payment or otherwise comply with the terms of the contract, the risk that changes in the value of the derivativesmay not correlate as intended with the underlying asset, rate or index, and the risk of adverse price movements in the market. Certainderivatives involve leverage, which could cause the Portfolio to lose more than the principal amount invested. Other risks includemanagement, interest rate, liquidity risks and the risk of missed opportunities in other investments.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be adversely affected by decreases in



foreign currency values relative to the U.S. dollar, or in the case of hedged positions, that the U.S. dollar will decline in valuerelative to the currency being hedged, and may be less liquid, more volatile, and harder to value than U.S. securities. ThePortfolio’s investments in emerging markets heighten these risks due to a lack of established legal, political, business andsocial frameworks to support securities markets.

• Inflation Risk – Your investment in the Portfolio may not provide enough income to keep pace with inflation. To the extentthat the Portfolio holds investments in non-inflation-linked debt securities, as noted above, that portion of the Portfolio will notbe automatically protected from inflation.

• Interest Rate Risk – Prices of fixed income instruments, including inflation-indexed debt securities, generally rise and fall inresponse to changes in market interest rates. In a rising interest rate environment, the value of the Portfolio’s fixed incomeinvestments is likely to decline. Currently, interest rates remain at historically low levels. A significant rise in interest ratesover a short period of time could cause significant losses in the market value of the Portfolio’s fixed income instruments. Aportfolio with a longer average portfolio duration will be more sensitive to changes in interest rates than a portfolio with ashorter average portfolio duration.



• Mortgage- and Asset-Backed Securities Risk – The Portfolio invests in collateralized mortgage obligations, mortgage-backed securities and asset-backed securities. Mortgage-related and other asset-backed securities are subject to interest raterisk, credit risk and liquidity risk as well as additional risks including prepayment and extension risk. Mortgage-related andother asset-backed securities represent interests in pools of mortgages or other assets and often involve risks that are differentor possibly more acute than risks associated with other types of debt instruments. The value of some mortgage- or asset-backedsecurities may be particularly sensitive to changes in prevailing interest rates. Mortgage-backed securities offered by non-governmental issuers are subject to specific risks, such as the failure of private insurers to meet their obligations andunexpectedly high rates of default on the mortgages backing the securities. Other asset-backed securities are subject to riskssimilar to those associated with mortgage-backed securities, as well as risks associated with the nature and servicing of theassets underlying the securities. Asset-backed securities may not have the benefit of a security interest in collateral comparableto that of mortgage assets, resulting in additional credit risk.

• Non-Diversification Risk – The Portfolio is classified as a non-diversified fund and is permitted to invest a greater portion ofits assets in a single security or a small number of securities. As a result, an increase or decrease in the value of single securityheld by the Portfolio may have a greater impact on the Portfolio’s net asset value and total return, and, the Portfolio’sperformance could be more volatile than the performance of funds that hold a greater number of securities.







2008

2009

2010

2011

2012

2013

2014

-10%

-5%

5%

10%

15%

0%-1.38%

9.98%

5.60%7.35%

-8.33%

-2.20%

11.93%

3.14%4.68%

3.58%2015

2016

2017

Best Qtr: 1st – ‘08 4.04% Worst Qtr: 2nd – ‘13 -6.92%


1 Yr 5 Yrs 10 Yrs

Inflation Protection Portfolio3.58% 0.05% 3.27%

Bloomberg Barclays® U.S. Treasury Inflation Protected Securities(TIPS) Index

(reflects no deduction for fees, expenses or taxes)3.01% 0.13% 3.53%

Lipper® Variable Insurance Products (VIP) Inflation Protected BondFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: American Century Investment Management, Inc. (American Century)Portfolio Managers: Brian Howell, Vice President and Senior Portfolio Manager, has served American Century as a portfoliomanager since 1996 and has managed the Portfolio since 2008.James E. Platz, CFA, Vice President and Senior Portfolio Manager, has served American Century as a portfolio manager since2003 and has managed the Portfolio since 2008.Robert V. Gahagan, Senior Vice President and Senior Portfolio Manager, has served American Century as a portfolio managersince 1991 and has managed the Portfolio since 2007.Miguel Castillo, Portfolio Manager, has served American Century as a portfolio manager since 2014 and has managed thePortfolio since 2015.




SUMMARY PROSPECTUSMAY 1, 2018 High Yield Bond Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is to achieve high current income and capital appreciation.











$46 $144 $252 $567


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in non-investment gradedebt securities. Non-investment grade securities are generally securities rated below investment grade by major credit ratingagencies (BB+ or lower by S&P; Ba1 or lower by Moody’s; BB+ or lower by Fitch), or, if unrated, determined by the Portfolio’sadviser to be of comparable quality. There is no minimal acceptable rating for a security to be purchased or held by the Portfolio.The Portfolio may invest up to 30% of net assets in non-investment grade foreign securities, including those of issuers located inemerging markets, consistent with its investment objective. Foreign securities held by the Portfolio consist primarily of U.S.dollar denominated securities but may also include non-U.S. dollar denominated securities.

The securities in which the Portfolio primarily invests are considered speculative and are sometimes known as “junk bonds.”These securities tend to offer higher yields than higher rated securities of comparable maturities primarily because of the market’sgreater uncertainty about the issuer’s ability to make all required interest and principal payments, and therefore about the returnsthat will in fact be realized by the Portfolio.

The adviser selects securities that it believes have attractive investment characteristics and seeks to minimize default risk and otherrisks through careful security selection and diversification. The adviser’s securities selection process consists of a credit-intensive,


High Yield Bond Portfolio

fundamental analysis of the issuer. The adviser’s analysis focuses on the issuer’s financial condition, business and product strength,competitive position and management expertise. Further, the adviser considers current economic, financial market and industryfactors, which may affect the issuer. The adviser does not limit the Portfolio’s investments to securities of a particular maturity rangeand does not target an average effective maturity or duration.

The adviser strives to adhere to a strong sell discipline and generally effects a sale if it believes a security’s future total return hasbecome less attractive relative to other securities, the company begins to perform poorly, the industry outlook changes, or anyother event occurs that changes the adviser’s conclusion.




• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Foreign securities may be adversely affected by decreases inforeign currency values relative to the U.S. dollar, or in the case of hedged positions, that the U.S. dollar will decline in valuerelative to the currency being hedged, and may be less liquid, more volatile, and harder to value than U.S. securities. ThePortfolio’s investments in emerging markets heighten these risks due to a lack of established legal, political, business andsocial frameworks to support securities markets.



• Interest Rate Risk – Prices of fixed income instruments generally rise and fall in response to changes in market interest rates.In a rising interest rate environment, the value of the Portfolio’s fixed income investments is likely to decline. Currently,interest rates remain at historically low levels. A significant rise in interest rates over a short period of time could causesignificant losses in the market value of the Portfolio’s fixed income instruments. Duration measures the price sensitivity of afixed income instrument to changes in interest rates. A portfolio with a longer average portfolio duration will be more sensitiveto changes in interest rates than a portfolio with a shorter average portfolio duration.

• Liquidity Risk – High yield debt securities may be difficult to purchase or sell at an advantageous time or price, if at all. Theserisks may be magnified during periods of economic turmoil or in an extended economic downturn or when investing inemerging markets.




High Yield Bond Portfolio

PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance as well as with the averagereturns of a peer group of portfolios underlying variable insurance products with similar characteristics to those of the Portfolio.In addition, the broader market exposure which results from the Index’s 2% issuer cap more closely aligns with the Portfolio’sinvestment objective and strategy. Returns are based on past results and are not an indication of future performance. Neither thebar chart nor the table reflects the fees and expenses separately charged by the variable annuity contract or variable life insurancepolicy separate account that invests in the Portfolio and returns would be lower if those fees and expenses were reflected.

-30%

-15%

0%

15%

30%

60%

45%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

-21.35%

45.39%

14.56%

4.59%

13.89%5.84%

1.18%

-1.36%

14.59%6.88%



1 Yr 5 Yrs 10 Yrs

High Yield Bond Portfolio6.88% 5.28% 7.28%

Bloomberg Barclays® U.S. Corporate High Yield 2% IssuerCapped Index


Lipper® Variable Insurance Products (VIP) High YieldFunds Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Sub-Adviser: Federated Investment Management Company (Federated)Portfolio Manager: Mark E. Durbiano, CFA, Senior Portfolio Manager and Senior Vice President of Federated, has been withFederated since 1982 and has managed the Portfolio since 2014.




SUMMARY PROSPECTUSMAY 1, 2018 Multi-Sector Bond Portfolio


INVESTMENT OBJECTIVEThe Portfolio’s investment objective is to seek maximum total return, consistent with prudent investment management.













$76 $252 $443 $995


PRINCIPAL INVESTMENT STRATEGIESNormally, the Portfolio seeks to achieve its investment objective by investing at least 80% of its net assets (plus any borrowingsfor investment purposes) in a diversified portfolio of fixed income instruments of varying maturities, which may be representedby forwards or derivatives such as options, futures contracts or swap agreements, including the purchase or sale of credit defaultswaps, and interest rate swaps (to take a position on interest rates moving either up or down). The average portfolio duration ofthe Portfolio normally varies from three to eight years, based on the adviser’s forecast for interest rates. Duration is a measure ofthe sensitivity of the price of the Portfolio’s fixed income securities to changes in interest rates; the longer the duration, the moresensitive the price will be to changes in interest rates.


Multi-Sector Bond Portfolio

The Portfolio may invest all of its assets in high yield securities subject to a maximum of 10% of its total assets in securities ratedbelow B by Moody’s or equivalently rated by S&P or Fitch or, if unrated, determined by the Portfolio’s adviser to be ofcomparable quality (so called “junk bonds”). The Portfolio may invest, without limitation, in securities denominated in foreigncurrencies and U.S. dollar denominated securities of foreign issuers. In addition, the Portfolio may invest without limit in fixedincome securities of issuers that are economically tied to emerging securities markets. The Portfolio may invest in illiquidsecurities. The Portfolio may also invest up to 10% of its net assets in preferred stocks.

The Portfolio may invest all of its assets in derivative instruments, such as options, futures contracts or swap agreementsincluding the purchase or sale of credit defaults swaps, and interest rate swaps (to take a position on interest rates moving eitherup or down), in municipal bonds, or in mortgage- or asset-backed securities, subject to the Portfolio’s objective and policies. ThePortfolio may invest in mortgage- or asset-backed securities which are non-investment grade. The adviser may invest inderivatives at any time it deems appropriate, generally when relative value and liquidity conditions make these investments moreattractive relative to cash bonds.

The Portfolio may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis and may engage inshort sales. A short sale involves the sale of a security that is borrowed from a broker or other institution, and which must bepurchased in the market at a later date and returned to the lender. The Portfolio may, without limitation, seek to obtain marketexposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using otherinvestment techniques (such as buy backs or dollar rolls). The Portfolio may invest up to 10% of its net assets in fixed- andfloating-rate loans, including senior loans, and such investments may be in the form of loan participations and assignments.

The “total return” sought by the Portfolio consists of income earned on the Portfolio’s investments, plus capital appreciation, ifany, which generally arises from a decrease in interest rates or improving credit fundamentals for a particular sector or security.The Portfolio may engage in frequent and active trading of portfolio securities to achieve its investment objective, particularlyduring periods of volatile market movements.

In selecting securities for a Portfolio, the adviser develops an outlook for interest rates, foreign currency exchange rates and theeconomy, analyzes credit and call risks, which involves both macro and fundamental analysis. The proportion of a Portfolio’sassets committed to investment in securities with particular characteristics (such as quality, sector, interest rate or maturity) variesbased on the adviser’s outlook for the U.S. and foreign economies, the financial markets and other factors.

The adviser attempts to identify areas of the bond market that are undervalued relative to the rest of the market. The adviseridentifies these areas by grouping bonds into the following sectors: money markets, governments, corporates, mortgages, asset-backed and international. Sophisticated proprietary software then assists in evaluating sectors and pricing specific securities.Once investment opportunities are identified, the adviser will shift assets among sectors depending upon changes in relativevaluations and credit spreads.

The Portfolio may sell a position when, in the adviser’s opinion, it no longer represents a good value, when a superior risk/returnopportunity exists in a substitute position, or when it no longer fits within the Portfolio’s macroeconomic or structural strategy.





• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The Portfolio’s use of derivatives involves risks different from, or possibly greater than, the risks associated withinvesting directly in securities or other traditional investments. Investments in derivatives may not have the intended effectsand may result in losses for the Portfolio that may not otherwise have occurred or missed opportunities for the Portfolio.



Certain derivatives involve leverage, which could cause the Portfolio to lose more than the principal amount invested.Derivatives could involve management, credit, interest rate, liquidity and market risks, and the risks of misplacing or impropervaluation. Changes in the value of the derivative may not correlate as intended with the underlying asset, rate or index. Inaddition, the Portfolio could sustain a loss in the event the counterparty to a derivatives transaction fails to make the requiredpayments or otherwise comply with the terms of the contract.

• Equity Securities Risk – The value of equity securities, such as common and preferred stocks, could decline if the financialcondition of the companies the Portfolio is invested in declines or if overall market and economic conditions deteriorate.Equity securities generally have greater price volatility than fixed income securities. Investments in rights and warrants may bemore volatile than the underlying investments in stocks.

• Foreign Currency Risk – The risk that foreign (non-U.S. dollar) currency denominated securities, or derivatives that provideexposure to foreign currencies, may be adversely affected by decreases in foreign currency values relative to the U.S. dollar, or,in the case of hedged positions, that the U.S. dollar will decline in value relative to the currency being hedged. Investments insecurities subject to foreign currency risk may have more rapid and extreme changes in value or more losses than investmentsin U.S. dollar denominated securities.

• Foreign Investing Risk – Investing in foreign securities may subject the Portfolio to more rapid and extreme changes in valueor more losses than a fund that invests exclusively in U.S. securities. This risk is due to potentially smaller markets, differingreporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage,political and economic conditions, or diplomatic developments. Investments in emerging markets impose risks different from,and greater than, investments in developed markets. Foreign securities may be less liquid, more volatile, and harder to valuethan U.S. securities. The Portfolio’s investments in emerging markets heighten these risks due to a lack of established legal,political, business and social frameworks to support securities markets.





• Issuer Risk – The risk that the value of a security may decline for a reason directly related to the issuer, such as managementperformance, financial leverage and reduced demand for the issuer’s goods or services.

• Leverage Risk – Certain transactions, such as when issued, delayed delivery or forward commitments transactions, orderivative transactions, may give rise to leverage, causing more volatility than if the Portfolio had not been leveraged.

• Loan Risk – The risks associated with investing in fixed- and floating-rate loans, including senior loans, through loanparticipations and assignments or otherwise, can include credit risk, interest rate risk, liquidity risk, call risk, settlement risk,and risks associated with being a lender. With respect to senior loans, there may also be heightened credit risk to the extentsuch loans are below investment grade and made to less creditworthy companies.



• Mortgage- and Asset-Backed Securities Risk – The risks of investing in mortgage-related and other asset-backed securities,including interest rate risk, credit risk, liquidity risk, prepayment risk and extension risk. Asset-backed securities are subject torisks similar to those associated with mortgage-backed securities, as well as risks associated with the nature and servicing ofthe assets underlying the securities. Asset-backed securities may not have the benefit of a security interest in collateral



comparable to that of mortgage assets, resulting in additional credit risk. Investments in mortgage-related and other asset-backed securities that are non-investment grade may have heightened liquidity risk.

• Municipal Securities Risk – The value of municipal securities in which the Portfolio invests may be more sensitive to certainadverse conditions than other fixed income securities and the yields of municipal securities may move differently andadversely compared to the yields of the overall debt securities markets. Certain municipal securities may be or become highlyilliquid. Illiquidity may be exacerbated from time to time by market or economic events. Municipal securities may lose theirtax-exempt status if certain legal requirements are not met, or if federal or state tax laws change. The Portfolio’s investments incertain municipal securities with principal and interest payments that are made from the revenues of a specific project orfacility, and not general tax revenues, may have increased risks.


• Short Sale Risk – The risk of entering into short sales, including the potential loss of more money than the actual cost of theinvestment, and the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Portfolio.



• When Issued, Delayed Delivery and Forward Commitment Risk – When issued, delayed delivery purchases and forwardcommitment transactions involve a risk of loss if the value of the securities declines prior to the settlement date. This risk is inaddition to the risk that the Portfolio’s other assets will decline in value. Therefore, these transactions may result in a form ofleverage and increase the Portfolio’s overall investment expense.



PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance, the returns of an equallyweighted blend of certain indices of securities with characteristics similar to those that the Portfolio typically holds, and theaverage returns of a peer group of portfolios underlying variable insurance products with similar characteristics to those of thePortfolio. Returns are based on past results and are not an indication of future performance. Neither the bar chart nor the tablereflects the fees and expenses separately charged by the variable annuity contract or variable life insurance policy separateaccount that invests in the Portfolio and returns would be lower if those fees and expenses were reflected.

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

-10%

0%

10%

20%

30%

-6.86%

22.08%

13.19%

4.99%

14.94%

-1.58% -2.22%

3.25%

11.09%8.38%

Best Qtr: 3rd – ‘09 9.27% Worst Qtr: 3rd – ‘08 -4.77%


1 Yr 5 Yrs 10 Yrs

Multi-Sector Bond Portfolio8.38% 3.65% 6.39%

Bloomberg Barclays® Global Credit Hedged USD Index(reflects no deduction for fees, expenses or taxes)5.89% 4.02% 5.55%

33 1⁄3% each of the following three indices: Bloomberg Barclays®

Global Aggregate – Credit Component ex Emerging Markets,Hedged USD; BofA Merrill Lynch® Global High Yield BB-BRated Constrained Developed Markets Index, Hedged USD; andJPMorgan® EMBI Global


Morningstar® US Insurance Fund Multisector Bond Average(reflects deductions for fees and expenses)6.50% 3.51% 5.60%

PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLCSub-Adviser: Pacific Investment Management Company LLC (PIMCO)Portfolio Managers: Eve Tournier, Managing Director of PIMCO, joined PIMCO in 2008 and has managed the Portfolio since 2010.Daniel J. Ivascyn, Group Chief Investment Officer and Managing Director of PIMCO, joined PIMCO in 1998 and has managedthe Portfolio since May 2016.Alfred T. Murata, Managing Director of PIMCO, joined PIMCO in 2001 and has managed the Portfolio since May 2016.Sonali Pier, Executive Vice President of PIMCO, joined PIMCO in 2013 and has managed the Portfolio since May 2018.




SUMMARY PROSPECTUSMAY 1, 2018 Balanced Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is to realize as high a level of total return as is consistent with prudent investment risk,through income and capital appreciation.










Total Annual Portfolio Operating Expenses AfterFee Waiver(1), (2) 0.52%

(1) Includes fees and expenses incurred indirectly by thePortfolio as a result of investments in other investmentcompanies (Acquired Fund Fees and Expenses). The operatingexpenses of the Portfolio reflected in the Portfolio’s mostrecent annual report and Financial Highlights do not includeAcquired Fund Fees and Expenses.(2) The Portfolio’s investment adviser has entered into a writtenagreement to waive a portion of its management fee. This feewaiver agreement may be terminated by the adviser at anytime after April 30, 2019.



$53 $222 $405 $934


PRINCIPAL INVESTMENT STRATEGIESInvesting in the stock, bond and money market sectors, the Portfolio attempts to capitalize on the variation in return potential producedby the interaction of changing financial markets and economic conditions while maintaining a balance over time between investmentopportunities and their associated potential risks by following a flexible policy of allocating assets across the three market sectors.


Balanced Portfolio

The Portfolio is tactically and strategically managed to capitalize on changing financial markets and economic conditionsfollowing a flexible policy for allocating assets according to the following benchmarks:

Equity Exposure Fixed Income or Debt Exposure Cash Equivalents

35 – 55% 40 – 60% 0 – 20%

These benchmarks are not minimum and maximum limits and the adviser, in pursuit of total return, may invest a greater or lesserpercentage in any component.

The Portfolio operates primarily as a “fund of funds” to gain the Portfolio’s equity and fixed income exposure by investing in oneor more of the equity and international portfolios, and one or more of the fixed income portfolios, of Northwestern Mutual SeriesFund, Inc. (each, an “Underlying Portfolio”). The adviser allocates the Portfolio’s assets among the Underlying Portfolios based onthe adviser’s economic and market outlook and the investment objectives and strategies of the Underlying Portfolios. With respectto the equity and international Underlying Portfolios, the adviser considers their investment focus on small, mid or large marketcapitalizations, domestic or foreign investments, whether the Underlying Portfolio is diversified or non-diversified and whether itemploys a “growth” or “value” style of investing, among other characteristics. With respect to fixed income Underlying Portfolios,the adviser considers their focus on investment grade or non-investment grade securities, domestic or foreign investments, whetherthe issuer is a government or government agency, the duration (that is, a measure of the sensitivity of a portfolio’s fixed incomesecurities to changes in interest rates) and maturity of the Underlying Portfolio, and other characteristics. The adviser regularlyreviews and adjusts the allocation among the Underlying Portfolios to favor investments in those Underlying Portfolios that theadviser believes provide the most favorable position for achieving the Portfolio’s investment objective.

In connection with the allocation process, the Portfolio may invest more than 25% of its assets in one Underlying Portfolio, except thatno more than 20% of the Portfolio’s assets will be allocated to the High Yield Bond Portfolio. The Portfolio may invest up to 25% of itsassets in international Underlying Portfolios. The Portfolio may have exposure to high yield debt securities (so called “junk bonds”) andforeign investments in excess of these limits from time to time through its investment in other Underlying Portfolios.

Through its investments in the equity and international Underlying Portfolios, the Portfolio may be exposed to a wide range of equitysecurities and other instruments, including small, mid and large cap U.S. and non-U.S. stocks. Equity securities could include common andpreferred stocks, securities convertible into stocks and depositary receipts for those securities. Through its investments in the fixed incomeUnderlying Portfolios, the Portfolio may be exposed to a wide range of fixed income securities with varying durations and maturities,including investment grade and non-investment grade debt securities, debt of corporate and government issuers, inflation-indexed debtsecurities, and other fixed income instruments. An Underlying Portfolio may invest a large percentage of its assets in a single issuer,security, market or sector (or a limited group thereof) or in the case of an international Underlying Portfolio, may invest in emergingmarkets, a small number of countries or a particular geographic region. An Underlying Portfolio may also use certain derivative instrumentsincluding futures, forwards, options and swaps to meet its investment objective and for cash management purposes.

The cash equivalent portion of the Portfolio may include, but is not limited to, investments in debt securities issued or guaranteedby the U.S. government or its agencies or instrumentalities, including mortgage- and asset-backed securities, as well ascommercial paper, banker’s acceptances, certificates of deposit and time deposits.

When the adviser deems it to be more efficient or advantageous in managing the Portfolio, the adviser may utilize futures andexchange-traded funds (“ETFs”) and, to a lesser extent, options, forwards and swap agreements (including the purchase and sale oftotal return equity swaps and credit default swaps) to gain additional exposure to certain markets, sectors or regions, as alternativesto investments in Underlying Portfolios, to adjust the Portfolio for the adviser’s view on style or term structure and duration, toprovide increased flexibility in asset allocation, to earn income and to otherwise seek to enhance returns or to hedge foreigncurrency exposure. The ETFs in which the Portfolio may invest are not portfolios of Northwestern Mutual Series Fund, Inc.

The Portfolio is designed primarily for investors who want their investment allocated across major asset classes while pursuingthe growth potential of equities, but who also want the income potential of bonds. The investor should be willing to acceptfluctuation in share prices that are typical for a portfolio that holds equity investments.

PRINCIPAL RISKSPortfolio shares will rise and fall in value and there is a risk you could lose money by investing in the Portfolio. There can be noassurance that the Portfolio will achieve its objective. The Portfolio bears all of the risks associated with the investment strategiesused by the Underlying Portfolios. Except as otherwise stated, references in this section to the “Portfolio” may relate to thePortfolio, one or more Underlying Portfolios, or both. The main risks of investing in this Portfolio are identified below.



Balanced Portfolio

• Affiliated Portfolio Risk – In managing the Portfolio, the adviser has the authority to select, and allocate among, UnderlyingPortfolios. The adviser may be subject to potential conflicts of interest in selecting Underlying Portfolios because the fees paidto it by some Underlying Portfolios are higher than the fees paid by other Underlying Portfolios. Moreover, a situation couldoccur where proper action for the Portfolio could be adverse to the interest of the Underlying Portfolios or vice versa.

• Asset Allocation Risk – This Portfolio allocates its investments between stock, bond and money market sectors, certainsecurities and among Underlying Portfolios, based upon judgments made by the adviser. The Portfolio could miss attractiveinvestment opportunities by underweighting markets or sectors where there are significant returns, and could lose value byoverweighting markets where there are significant declines, or may not correctly predict the times to shift assets from one typeof investment to another.

• Credit Risk – The Portfolio could lose money if the issuer or guarantor of a fixed income security held directly or through anUnderlying Portfolio is unwilling or unable to meet its financial obligations.

• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The primary risks associated with the Portfolio’s use of derivatives are the risk that changes in the value of the derivativesmay not correlate as intended with the underlying asset, rate or index, the risk of adverse price movements in the market, the riskof missed opportunities in other investments and the risk that the counterparty to a derivatives transaction fails to make therequired payment or otherwise comply with the terms of the contract. Certain derivatives involve leverage, which could cause thePortfolio to lose more than the principal amount invested. Other risks include management, interest rate and liquidity risks.

• Equity Securities Risk – The value of equity securities held through the Underlying Portfolios, such as common and preferredstocks, could decline if the financial condition of the companies an Underlying Portfolio is invested in declines or if overallmarket and economic conditions deteriorate. Equity securities generally have greater price volatility than fixed incomesecurities. Investments in rights and warrants may be more volatile than the underlying investments in stocks.


• Foreign Investing Risk – Exposure to investments in foreign securities, including through Underlying Portfolios and ETFs,may subject the Portfolio to more rapid and extreme changes in value or more losses than a fund that invests exclusively inU.S. securities. This risk is due to potentially smaller markets, differing reporting, accounting and auditing standards, andnationalization, expropriation or confiscatory taxation, currency blockage, political and economic conditions, or diplomaticdevelopments. Foreign securities may be adversely affected by decreases in foreign currency values relative to the U.S. dollarand may be less liquid, more volatile, and harder to value than U.S. securities. Exposure to investments in emerging marketsheighten these risks due to a lack of established legal, political, business and social frameworks to support securities markets.

• Fund of Funds Investing Risk – The Portfolio’s investment performance is significantly impacted by the investmentperformance of the Underlying Portfolios it holds. The ability of the Portfolio to meet its investment objective is related to theability of the Underlying Portfolios to meet their respective investment objectives as well as the adviser’s allocation decisionswith respect to the Underlying Portfolios. Each of the Underlying Portfolios has its own investment risks, and the Portfolio isindirectly exposed to all the risks of the Underlying Portfolios in direct proportion to the amount of assets the Portfolioallocates to each Underlying Portfolio. To the extent that the Portfolio invests a significant portion of its assets in a singleUnderlying Portfolio, it will be particularly sensitive to the risks associated with that Underlying Portfolio. Changes in thevalue of that Underlying Portfolio may have a significant effect on the Portfolio’s net asset value. The Portfolio will bear a prorata share of the Underlying Portfolios’ expenses.

• Geographic Concentration Risk – The Portfolio’s performance could be more volatile than that of a more geographicallydiversified fund and could be significantly impacted as a result of the Portfolio investing a relatively large percentage of itsassets in issuers located in a single country, a small number of countries, or a particular geographic region. Also, the Portfolio’sperformance may be more closely tied to the market, currency, economic, political, or regulatory conditions in those countriesor that region. Similarly, the extent to which an Underlying Portfolio invests a significant portion of its assets in a singlecountry, a small number of countries or a particular geographic region, may also adversely impact the Portfolio, depending onthe Portfolio’s level of investment in that Underlying Portfolio.


Balanced Portfolio

• High Yield Debt Risk – High yield debt securities (so called “junk bonds”) to which the Portfolio has exposure have greaterinterest rate and credit risk, may be more difficult to sell or sell at a reasonable price, and have greater risk of loss than higherrated securities.

• Interest Rate Risk – Prices of fixed income instruments generally rise and fall in response to changes in market interest rates. In arising interest rate environment, the value of the fixed income investments to which the Portfolio has exposure is likely to decline.Currently, interest rates remain at historically low levels. A significant rise in interest rates over a short period of time could causesignificant losses in the market value of the Portfolio’s fixed income instruments. Duration measures the price sensitivity of a fixedincome instrument to changes in interest rates. The Portfolio’s exposure to fixed income instruments and Underlying Portfolios with alonger average portfolio duration will be more sensitive to changes in interest rates than those with a shorter average duration.

• Investment Style Risk – The Portfolio is subject to risks associated with an Underlying Portfolio’s particular style ofinvesting, such as growth or value or a combination of both, and may underperform with respect to its allocation to theUnderlying Portfolio when the market does not favor that particular investment style. Different investment styles tend to shiftin and out of favor, depending on market conditions and investor sentiment.

• Large Cap Company Risk – Exposure to investments in large cap stocks could cause the Portfolio to underperform inmarkets favoring faster growing companies. Large cap stocks tend to be more mature with fewer opportunities to grow andmay not have the same growth potential as stocks with smaller capitalizations.

• Large Transaction Risk – The Underlying Portfolios are used as investments for certain fund of funds, including thePortfolio, and may have a large percentage of their shares owned by such funds. Large redemption activity by the Portfolio oranother fund of funds could result in the Underlying Portfolio being forced to sell portfolio securities at a loss to meetredemptions. The adviser may coordinate directly with the portfolio managers of the Underlying Portfolios to attempt to ensurethat transactions are accommodated efficiently, including possibly implementing trades over a period of days rather than all atonce. These practices may temporarily affect the adviser’s ability to fully implement the Portfolio’s investment strategies.

• Liquidity Risk – Particular investments, such as small and micro cap stocks, fixed income securities, foreign securities, inparticular emerging markets securities, and derivatives to which the Portfolio has exposure, can be difficult to purchase or sellat an advantageous time or price, if at all. These risks may be magnified during periods of economic turmoil or in an extendedeconomic downturn.

• Market Risk – The risk that the market price of securities owned by the Portfolio or an Underlying Portfolio in which thePortfolio invests may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generallyor particular industries.

• Micro Cap Company Risk – Exposure to investments in micro cap stocks may cause the Portfolio to experience more rapidand extreme changes in value than a fund that invests solely in small, mid and large cap stocks due to a more limited trackrecord, narrower product markets, more limited resources, higher risk of failure, and less liquid trading markets.

• Mortgage- and Asset-Backed Securities Risk – The risks of investing in mortgage-related and other asset-backed securities,including interest rate risk, credit risk, liquidity risk, extension risk and prepayment risk.

• Sector Concentration Risk – To the extent the Portfolio invests in Underlying Portfolios with a relatively high percentage ofassets in a particular sector, it will have greater exposure to the risks associated with that sector, including the risk that thesecurities of companies within the sector will underperform due to adverse economic conditions, regulatory or legislativechanges or increased competition affecting the sector. To the extent the Portfolio invests in Underlying Portfolios that areunderweight other sectors, the Portfolio risks missing out on advances in those sectors.

• Small and Mid Cap Company Risk – Exposure to investments in small and mid cap stocks may cause greater risk of loss andprice fluctuation than investing in stocks of larger cap companies due to a more limited track record, narrower product markets,more limited resources and less liquid trading markets. These stocks may be more volatile and more difficult to buy and sellthan stocks with larger capitalizations.



Balanced Portfolio

PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance for both equity and fixedincome securities, the returns of a composite of indices of securities with characteristics similar to those the Portfolio typicallyholds, and the average returns of a peer group of portfolios underlying variable insurance products with similar characteristics tothose of the Portfolio. Returns are based on past results and are not an indication of future performance. Neither the bar chart northe table reflects the fees and expenses separately charged by the variable annuity contract or variable life insurance policyseparate account that invests in the Portfolio and returns would be lower if those fees and expenses were reflected.

2017

2016

-30%

-20%

-10%

0%

10%

20%

30%

2014

2015

2008

2009

2010

2011

2012

2013

6.58%

-22.72%

-0.12%

21.43%

11.96%

2.11%

9.69%12.08% 11.98%

5.56%



1 Yr 5 Yrs 10 Yrs

Balanced Portfolio11.98% 7.12% 5.20%



Balanced Portfolio Blended Composite: Russell 1000® Index (26%),Russell MidCap Index (9%), Russell 2000 Index (3%), MSCI®

EAFE Index (9%), MSCI® Emerging Markets Index (2%),Bloomberg Barclays® U.S. Aggregate Bond Index (41%),Bloomberg Barclays® U.S. Corporate High Yield 2% IssuerCapped Bond Index (6%) and BofA Merrill Lynch® US 3-MonthTreasury Bill Index (4%).


Lipper® Variable Insurance Products (VIP) Mixed-Asset TargetAllocation Moderate Funds Average


Morningstar® US Insurance Fund Allocation – 30% to 50%Equity Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Portfolio Manager: Daniel J. Meehan manages the allocation of the Portfolio’s assets among the asset classes and among theUnderlying Portfolios. He is a Director of MSA, joined MSA in 2004 and has managed the Portfolio since 2013.




SUMMARY PROSPECTUSMAY 1, 2018 Asset Allocation Portfolio


INVESTMENT OBJECTIVEThe investment objective of the Portfolio is to realize as high a level of total return as is consistent with reasonable investment risk.










Total Annual Portfolio Operating Expenses AfterFee Waiver(1), (2) 0.61%

(1) Includes fees and expenses incurred indirectly by thePortfolio as a result of investments in other investmentcompanies (Acquired Fund Fees and Expenses). The operatingexpenses of the Portfolio reflected in the Portfolio’s mostrecent annual report and Financial Highlights do not includeAcquired Fund Fees and Expenses.(2) The Portfolio’s investment adviser has entered into a writtenagreement to waive a portion of its management fee. This feewaiver agreement may be terminated by the adviser at anytime after April 30, 2019.



$62 $298 $553 $1,283



Asset Allocation Portfolio

PRINCIPAL INVESTMENT STRATEGIESInvesting in the stock, bond and money market sectors, the Portfolio attempts to capitalize on the variation in return potentialproduced by the interaction of changing financial markets and economic conditions while maintaining a balance over timebetween investment opportunities and their associated potential risks by following a flexible policy of allocating assets across thethree market sectors.

The Portfolio is tactically and strategically managed to capitalize on changing financial markets and economic conditionsfollowing a flexible policy for allocating assets according to the following benchmarks:

Equity Exposure Fixed Income or Debt Exposure Cash Equivalents

55 – 75% 25 – 45% 0 – 15%

These benchmarks are not minimum and maximum limits and the adviser, in pursuit of total return, may invest a greater or lesserpercentage in any component.

The Portfolio operates primarily as a “fund of funds” to gain the Portfolio’s equity and fixed income exposure by investing in oneor more of the equity and international portfolios, and one or more of the fixed income portfolios, of Northwestern Mutual SeriesFund, Inc. (each, an “Underlying Portfolio”). The adviser allocates the Portfolio’s assets among the Underlying Portfolios based onthe adviser’s economic and market outlook and the investment objectives and strategies of the Underlying Portfolios. With respectto the equity and international Underlying Portfolios, the adviser considers their investment focus on small, mid or large marketcapitalizations, domestic or foreign investments, whether the Underlying Portfolio is diversified or non-diversified and whether itemploys a “growth” or “value” style of investing, among other characteristics. With respect to fixed income Underlying Portfolios,the adviser considers their focus on investment grade or non-investment grade securities, domestic or foreign investments, whetherthe issuer is a government or government agency, the duration (that is, a measure of the sensitivity of a portfolio’s fixed incomesecurities to changes in interest rates) and maturity of the Underlying Portfolio, and other characteristics. The adviser regularlyreviews and adjusts the allocation among the Underlying Portfolios to favor investments in those Underlying Portfolios that theadviser believes provide the most favorable position for achieving the Portfolio’s investment objective.

In connection with the allocation process, the Portfolio may invest more than 25% of its assets in one Underlying Portfolio, except thatno more than 20% of the Portfolio’s assets will be allocated to the High Yield Bond Portfolio. The Portfolio may invest up to 30% of itsassets in international Underlying Portfolios. The Portfolio may have exposure to high yield debt securities (so called “junk bonds”) andforeign investments in excess of these limits from time to time through its investments in other Underlying Portfolios.

Through its investments in the equity Underlying Portfolios, the Portfolio may be exposed to a wide range of equity securities and otherinstruments, including small, mid and large cap U.S. and non-U.S. stocks. Equity securities could include common and preferred stocks,securities convertible into stocks and depositary receipts for those securities. Through its investments in the fixed income UnderlyingPortfolios, the Portfolio may be exposed to a wide range of fixed income securities with varying durations and maturities, includinginvestment grade and non-investment grade debt securities, debt of corporate and government issuers, inflation-indexed debt securities,and other fixed income instruments. An Underlying Portfolio may invest a large percentage of its assets in a single issuer, security,market or sector (or a limited group thereof) or in the case of an international Underlying Portfolio, may invest in emerging markets, asmall number of countries or a particular geographic region. An Underlying Portfolio may also use certain derivative instrumentsincluding futures, forwards, options and swaps to meet its investment objective and for cash management purposes.

The cash equivalent portion of the Portfolio may include, but is not limited to, investments in debt securities issued or guaranteedby the U.S. government or its agencies or instrumentalities, including mortgage- and asset-backed securities, as well ascommercial paper, banker’s acceptance, certificates of deposit and time deposits.

When the adviser deems it to be more efficient or advantageous in managing the Portfolio, the adviser may utilize futures andexchange-traded funds (“ETFs”) and, to a lesser extent, options, forwards and swap agreements (including the purchase and sale oftotal return equity swaps and credit default swaps) to gain additional exposure to certain markets, sectors or regions as alternativesto investments in Underlying Portfolios, to adjust the Portfolio for the adviser’s view on style or term structure and duration, toprovide increased flexibility in asset allocation, to earn income and to otherwise seek to enhance returns or to hedge foreigncurrency exposure. The ETFs in which the Portfolio may invest are not portfolios of Northwestern Mutual Series Fund, Inc.

The Portfolio is designed primarily for investors who want their investment allocated across major asset classes while pursuingthe growth potential of equities with a smaller allocation to bonds. The investor should be willing to accept fluctuation in shareprices that are typical for a portfolio that holds equity investments.

PRINCIPAL RISKSPortfolio shares will rise and fall in value and there is a risk you could lose money by investing in the Portfolio. There can be noassurance that the Portfolio will achieve its objective. The Portfolio bears all of the risks associated with the investment strategies



used by the Underlying Portfolios. Except as otherwise stated, references in this section to the “Portfolio” may relate to thePortfolio, one or more Underlying Portfolios, or both. The main risks of investing in this Portfolio are identified below.

• Active Management Risk – The adviser’s investment strategies and techniques may not perform as expected which couldcause the Portfolio to underperform or lose money.

• Affiliated Portfolio Risk – In managing the Portfolio, the adviser has the authority to select, and allocate among, UnderlyingPortfolios. The adviser may be subject to potential conflicts of interest in selecting Underlying Portfolios because the fees paidto it by some Underlying Portfolios are higher than the fees paid by other Underlying Portfolios. Moreover, a situation couldoccur where proper action for the Portfolio could be adverse to the interest of the Underlying Portfolio or vice versa.

• Asset Allocation Risk – This Portfolio allocates its investments between stock, bond and money market sectors, certainsecurities, and among Underlying Portfolios, based upon judgments made by the adviser. The Portfolio could miss attractiveinvestment opportunities by underweighting markets or sectors where there are significant returns, and could lose value byoverweighting markets where there are significant declines, or may not correctly predict the times to shift assets from one typeof investment to another.

• Credit Risk – The Portfolio could lose money if the issuer or guarantor of a fixed income security held directly or through anUnderlying Portfolio is unwilling or unable to meet its financial obligations.

• Derivatives Risk – The value of a derivative generally depends upon, or is derived from, an underlying asset, reference rate orindex. The primary risks associated with the Portfolio’s use of derivatives are the risk that changes in the value of the derivativesmay not correlate as intended with the underlying asset, rate or index, the risk of adverse price movements in the market, the riskof missed opportunities in other investments and the risk that the counterparty to a derivatives transaction fails to make therequired payment or otherwise comply with the terms of the contract. Certain derivatives involve leverage, which could cause thePortfolio to lose more than the principal amount invested. Other risks include management, interest rate and liquidity risks.

• Equity Securities Risk – The value of equity securities held through the Underlying Portfolios, such as common and preferredstocks, could decline if the financial condition of the companies an Underlying Portfolio is invested in declines or if overallmarket and economic conditions deteriorate. Equity securities generally have greater price volatility than fixed incomesecurities. Investments in rights and warrants may be more volatile than the underlying investments in stocks.


• Foreign Investing Risk – Exposure to investments in foreign securities, including through Underlying Portfolios and ETFs,may subject the Portfolio to more rapid and extreme changes in value or more losses than a fund that invests exclusively inU.S. securities. This risk is due to potentially smaller markets, differing reporting, accounting and auditing standards, andnationalization, expropriation or confiscatory taxation, currency blockage, political and economic conditions, or diplomaticdevelopments. Foreign securities may be adversely affected by decreases in foreign currency values relative to the U.S. dollarand may be less liquid, more volatile, and harder to value than U.S. securities. Exposure to investments in emerging marketsheighten these risks due to a lack of established legal, political, business and social frameworks to support securities markets.

• Fund of Funds Investing Risk – The Portfolio’s investment performance is significantly impacted by the investmentperformance of the Underlying Portfolios it holds. The ability of the Portfolio to meet its investment objective is related to theability of the Underlying Portfolios to meet their respective investment objectives as well as the adviser’s allocation decisionswith respect to the Underlying Portfolios. Each of the Underlying Portfolios has its own investment risks, and the Portfolio isindirectly exposed to all the risks of the Underlying Portfolios in direct proportion to the amount of assets the Portfolioallocates to each Underlying Portfolio. To the extent that the Portfolio invests a significant portion of its assets in a singleUnderlying Portfolio, it will be particularly sensitive to the risks associated with that Underlying Portfolio. Changes in thevalue of that Underlying Portfolio may have a significant effect on the Portfolio’s net asset value. The Portfolio will bear a prorata share of the Underlying Portfolios’ expenses.

• Geographic Concentration Risk – The Portfolio’s performance could be more volatile than that of a more geographicallydiversified fund and could be significantly impacted as a result of the Portfolio investing a relatively large percentage of itsassets in issuers located in a single country, a small number of countries, or a particular geographic region. Also, the Portfolio’sperformance may be more closely tied to the market, currency, economic, political, or regulatory conditions in those countries



or that region. Similarly, the extent to which an Underlying Portfolio invests a significant portion of its assets in a singlecountry, a small number of countries or a particular geographic region, may also adversely impact the Portfolio, depending onthe Portfolio’s level of investment in that Underlying Portfolio.

• High Yield Debt Risk – High yield debt securities (so called “junk bonds”) to which the Portfolio has exposure have greaterinterest rate and credit risk, may be more difficult to sell or sell at a reasonable price, and have greater risk of loss than higherrated securities.

• Interest Rate Risk – Prices of fixed income instruments generally rise and fall in response to changes in market interest rates. In arising interest rate environment, the value of the fixed income investments to which the Portfolio has exposure is likely to decline.Currently, interest rates remain at historically low levels. A significant rise in interest rates over a short period of time could causesignificant losses in the market value of the Portfolio’s fixed income instruments. Duration measures the price sensitivity of a fixedincome instrument to changes in interest rates. The Portfolio’s exposure to fixed income instruments and Underlying Portfolios with alonger average portfolio duration will be more sensitive to changes in interest rates than those with a shorter average duration.

• Investment Style Risk – The Portfolio is subject to risks associated with an Underlying Portfolio’s particular style ofinvesting, such as growth or value or a combination of both, and may underperform with respect to its allocation to theUnderlying Portfolio when the market does not favor that particular investment style. Different investment styles tend to shiftin and out of favor, depending on market conditions and investor sentiment.

• Large Cap Company Risk – Exposure to investments in large cap stocks could cause the Portfolio to underperform inmarkets favoring faster growing companies. Large cap stocks tend to be more mature with fewer opportunities to grow andmay not have the same growth potential as stocks with smaller capitalizations.

• Large Transaction Risk – The Underlying Portfolios are used as investments for certain fund of funds, including thePortfolio, and may have a large percentage of their shares owned by such funds. Large redemption activity by the Portfolio oranother fund of funds could result in the Underlying Portfolio being forced to sell portfolio securities at a loss to meetredemptions. The adviser may coordinate directly with the portfolio managers of the Underlying Portfolios to attempt to ensurethat transactions are accommodated efficiently, including possibly implementing trades over a period of days rather than all atonce. These practices may temporarily affect the adviser’s ability to fully implement the Portfolio’s investment strategies.

• Liquidity Risk – Particular investments, such as small and micro cap stocks, fixed income securities, foreign securities, inparticular emerging markets securities, and derivatives to which the Portfolio has exposure, can be difficult to purchase or sellat an advantageous time or price, if at all. These risks may be magnified during periods of economic turmoil or in an extendedeconomic downturn.

• Market Risk – The risk that the market price of securities owned by the Portfolio or an Underlying Portfolio in which thePortfolio invests may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generallyor particular industries.

• Micro Cap Company Risk – Exposure to investments in micro cap stocks may cause the Portfolio to experience more rapidand extreme changes in value than a fund that invests solely in small, mid and large cap stocks due to a more limited trackrecord, narrower product markets, more limited resources, higher risk of failure, and less liquid trading markets.

• Mortgage- and Asset-Backed Securities Risk – The risks of investing in mortgage-related and other asset-backed securities,including interest rate risk, credit risk, liquidity risk, extension risk and prepayment risk.

• Sector Concentration Risk – To the extent the Portfolio invests in Underlying Portfolios with a relatively high percentage ofassets in a particular sector, it will have greater exposure to the risks associated with that sector, including the risk that thesecurities of companies within the sector will underperform due to adverse economic conditions, regulatory or legislativechanges or increased competition affecting the sector. To the extent the Portfolio invests in Underlying Portfolios that areunderweight other sectors, the Portfolio risks missing out on advances in those sectors.

• Small and Mid Cap Company Risk – Exposure to investments in small and mid cap stocks may cause greater risk of loss andprice fluctuation than investing in stocks of larger cap companies due to a more limited track record, narrower product markets,more limited resources and less liquid trading markets. These stocks may be more volatile and more difficult to buy and sellthan stocks with larger capitalizations.

• U.S. Government Securities Risk – Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the fullfaith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality, and insome cases there may be some risk of default by the issuer. Any guarantee by the U.S. government or its agencies or instrumentalities ofa security held by the Portfolio does not apply to the market value of such security or to shares of the Portfolio itself.



PERFORMANCEThe following bar chart illustrates the risks of investing in the Portfolio by showing how the performance of the Portfolio hasvaried from year to year. The table to the right of the bar chart shows the Portfolio’s average annual total return over certain timeperiods and compares the Portfolio’s returns with those of a broad measure of market performance for both equity and fixedincome securities, the returns of a composite of indices of securities with characteristics similar to those the Portfolio typicallyholds, and the average returns of a peer group of portfolios underlying variable insurance products with similar characteristics tothose of the Portfolio. Returns are based on past results and are not an indication of future performance. Neither the bar chart northe table reflects the fees and expenses separately charged by the variable annuity contract or variable life insurance policyseparate account that invests in the Portfolio and returns would be lower if those fees and expenses were reflected.

-40%

-30%

-20%

-10%

0%

10%

20%

40%

30%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

7.79%14.87%

-30.13%

-0.43%

27.09%

13.01%

-0.08%

11.02%16.67%

5.15%



1 Yr 5 Yrs 10 Yrs

Asset Allocation Portfolio14.87% 8.63% 5.35%



Asset Allocation Blended Composite: Russell 1000® Index (33%),Russell MidCap Index (11%), Russell 2000 Index (5%), MSCI®

EAFE Index (13%), MSCI® Emerging Markets Index (3%),Bloomberg Barclays® U.S. Aggregate Bond Index (24%),Bloomberg Barclays® U.S. Corporate High Yield 2% IssuerCapped Bond Index (8%) and BofA Merrill Lynch® US 3-MonthTreasury Bill Index (3%).


Lipper® Variable Insurance Products (VIP) Mixed-Asset TargetAllocation Growth Funds Average


Morningstar® US Insurance Fund Allocation – 50% to 70%Equity Average


PORTFOLIO MANAGEMENTInvestment Adviser: Mason Street Advisors, LLC (MSA)Portfolio Manager: Daniel J. Meehan manages the allocation of the Portfolio’s assets among the asset classes and among theUnderlying Portfolios. He is a Director of MSA, joined MSA in 2004 and has managed the Portfolio since 2013.





Initial Class, Service Class, and Service Class 2Mid Cap Portfolio

Summary ProspectusApril 30, 2018

Before you invest, you may want to review the fund’s prospectus, which contains more information about the fund and its risks. You can find the fund’s prospectus and other information about the fund (including the fund’s SAI) online at institutional.fidelity.com / vipfunddocuments. You can also get this information at no cost by calling 1-866-997-1254 or by sending an e-mail request to [email protected]. The fund’s prospectus and SAI dated April 30, 2018 are incorporated herein by reference.

245 Summer Street, Boston, MA 02210

FI-1

2Summary Prospectus

Fund Summary

Fund/Class:VIP Mid Cap Portfolio/Initial Class, Service Class, Service Class 2

Investment ObjectiveThe fund seeks long-term growth of capital.

Fee TableThe following table describes the fees and expenses that may be incurred, directly or indirectly, when you, as a variable product

owner, buy and hold interests in a separate account that invests in shares of the fund. The table does not include any fees or other expenses of any variable annuity or variable life insurance product; if it did, overall fees and expenses would be higher.

Fees(fees paid directly from your investment) Not Applicable

Annual Operating Expenses(expenses that you pay each year as a % of the value of your investment)

Initial ClassService Class

Service Class 2

Management fee 0.54% 0.54% 0.54%

Distribution and/or Service (12b-1) fees None 0.10% 0.25%

Other expenses 0.09% 0.09% 0.09%

Total annual operating expenses 0.63% 0.73% 0.88%

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that the fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant

to suggest actual or expected fees and expenses or returns, all of which may vary. This example does not include any fees or other expenses of any variable annuity or variable life insurance product; if it did, overall expenses would be higher. For every $10,000 invested, here’s how much you, as a variable product owner, would pay in total expenses if all interests in a separate account that invests in shares of the fund were redeemed at the end of each time period indicated:

Initial Class Service Class Service Class 2

1 year $ 64 $ 75 $ 90

3 years $ 202 $ 233 $ 281

5 years $ 351 $ 406 $ 488

10 years $ 786 $ 906 $ 1,084

Portfolio TurnoverThe fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 31% of the average value of its portfolio.

Principal Investment Strategies• Normally investing primarily in common stocks.

• Normally investing at least 80% of assets in securities of compa-nies with medium market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar

to companies in the Russell Midcap® Index or the S&P MidCap 400® Index).

• Potentially investing in companies with smaller or larger market capitalizations.

• Investing in domestic and foreign issuers.

• Investing in either “growth” stocks or “value” stocks or both.

• Using fundamental analysis of factors such as each issuer’s finan-cial condition and industry position, as well as market and economic conditions, to select investments.

Principal Investment Risks• Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regula-tory, market, or economic developments. Different parts of the

FI-2

3 Summary Prospectus

market, including different market sectors, and different types of securities can react differently to these developments.

• Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform dif-ferently from the U.S. market.

• Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can per-form differently from, the market as a whole. The value of securities of smaller issuers can be more volatile than that of larger issuers.

• Mid Cap Investing. The value of securities of medium size, less well-known issuers can perform differently from the market as a whole and other types of stocks and can be more volatile than that of larger issuers.

You could lose money by investing in the fund.

PerformanceThe following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the perfor-mance of a securities market index over various periods of time. The index description appears in the “Additional Index Information” sec-tion of the prospectus. Returns for shares of the fund do not include the effect of any sales charges or other expenses of any variable annuity or variable life insurance product; if they did, returns for shares of the fund would be lower. Past performance is not an indica-tion of future performance.

Year-by-Year Returns

50403020100

-10-20-30-40

2017201620152014201320122011201020092008

20.81%12.23%-1.39%6.29%36.23%14.83%-10.61%28.83%40.09%-39.44%

Calendar Years

Percentage (%)

During the periods shown in the chart for Initial Class: Returns Quarter endedHighest Quarter Return 19.29% June 30, 2009Lowest Quarter Return –23.63% December 31, 2008

Average Annual Returns

For the periods ended December 31, 2017Past 1

yearPast 5 years

Past 10 years

Initial Class 20.81% 14.12% 8.06%

Service Class 20.70% 14.01% 7.96%

Service Class 2 20.54% 13.84% 7.80%

S&P MidCap 400® Index (reflects no deduction for fees, expenses, or taxes) 16.24% 15.01% 9.97%

Investment AdviserFidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)Tom Allen (portfolio manager) has managed the fund since June 2001.

Purchase and Sale of SharesOnly Permitted Accounts, including separate accounts of insur-ance companies and qualified funds of funds that have signed the appropriate agreements with the fund, if applicable, can buy or sell shares. Insurance companies offer variable annuity and variable life insurance products through separate accounts. A qualified fund of funds is an eligible insurance-dedicated mutual fund that invests in other mutual funds.

FI-3

4Summary Prospectus

Fund Summary – continued

Permitted Accounts - not variable product owners - are the share-holders of the fund. Variable product owners hold interests in separate accounts, including separate accounts that are sharehold-ers of qualified funds of funds. The terms of the offering of interests in separate accounts are included in the variable annuity or variable life insurance product prospectus.

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

The fund has no minimum investment requirement.

Tax InformationVariable product owners seeking to understand the tax conse-quences of their investment should consult with their tax advisers or the insurance company that issued their variable product, or refer to their variable annuity or variable life insurance product prospectus. Insurance company separate accounts generally do not pay tax on dividends or capital gain distributions from the fund.

Payments to Broker-Dealers and Other Financial IntermediariesThe fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include insur-ance companies and their affiliated broker-dealers and service-pro-viders (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your invest-ment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

FI-4

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Fidelity and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2018 FMR LLC. All rights reserved.

Any third-party marks that may appear above are the marks of their respective owners.

The term “VIP” as used in this document refers to Fidelity® Variable Insurance Products.

1.907844.109 VMC-SUM-0418

FI-6


Initial Class, Service Class, and Service Class 2Contrafund® Portfolio

Summary ProspectusApril 30, 2018

Before you invest, you may want to review the fund’s prospectus, which contains more information about the fund and its risks. You can find the fund’s prospectus and other information about the fund (including the fund’s SAI) online at institutional.fidelity.com / vipfunddocuments. You can also get this information at no cost by calling 1-866-997-1254 or by sending an e-mail request to [email protected]. The fund’s prospectus and SAI dated April 30, 2018 are incorporated herein by reference.

245 Summer Street, Boston, MA 02210

FI-7

2Summary Prospectus

Fund Summary

Fund/Class:VIP ContrafundSM Portfolio/Initial Class, Service Class, Service Class 2

Investment ObjectiveThe fund seeks long-term capital appreciation.

Fee TableThe following table describes the fees and expenses that may be incurred, directly or indirectly, when you, as a variable product

owner, buy and hold interests in a separate account that invests in shares of the fund. The table does not include any fees or other expenses of any variable annuity or variable life insurance product; if it did, overall fees and expenses would be higher.

Fees(fees paid directly from your investment) Not Applicable

Annual Operating Expenses(expenses that you pay each year as a % of the value of your investment)

Initial ClassService Class

Service Class 2

Management fee 0.54% 0.54% 0.54%

Distribution and/or Service (12b-1) fees None 0.10% 0.25%

Other expenses 0.08% 0.08% 0.08%

Total annual operating expenses 0.62% 0.72% 0.87%

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that the fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant

to suggest actual or expected fees and expenses or returns, all of which may vary. This example does not include any fees or other expenses of any variable annuity or variable life insurance product; if it did, overall expenses would be higher. For every $10,000 invested, here’s how much you, as a variable product owner, would pay in total expenses if all interests in a separate account that invests in shares of the fund were redeemed at the end of each time period indicated:

Initial Class Service Class Service Class 2

1 year $ 63 $ 74 $ 89

3 years $ 199 $ 230 $ 278

5 years $ 346 $ 401 $ 482

10 years $ 774 $ 894 $ 1,073

Portfolio TurnoverThe fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 70% of the average value of its portfolio.

Principal Investment Strategies• Normally investing primarily in common stocks.

• Investing in securities of companies whose value Fidelity Management & Research Company (FMR) believes is not fully recognized by the public.

• Investing in domestic and foreign issuers.

• Investing in either “growth” stocks or “value” stocks or both.

• Using fundamental analysis of factors such as each issuer’s finan-cial condition and industry position, as well as market and economic conditions, to select investments.

Principal Investment Risks• Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regula-tory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

• Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform dif-ferently from the U.S. market.

FI-8

3 Summary Prospectus

• Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole.

You could lose money by investing in the fund.

PerformanceThe following information is intended to help you understand the risks of investing in the fund. The information illustrates the

changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the perfor-mance of a securities market index over various periods of time. The index description appears in the “Additional Index Information” sec-tion of the prospectus. Returns for shares of the fund do not include the effect of any sales charges or other expenses of any variable annuity or variable life insurance product; if they did, returns for shares of the fund would be lower. Past performance is not an indica-tion of future performance.

Year-by-Year Returns

403020100

-10-20-30-40-50

2017201620152014201320122011201020092008

21.88%8.04%0.64%11.94%31.29%16.42%-2.53%17.22%35.71%-42.51%

Calendar Years

Percentage (%)

During the periods shown in the chart for Initial Class: Returns Quarter endedHighest Quarter Return 18.85% June 30, 2009Lowest Quarter Return –23.07% December 31, 2008

Average Annual Returns

For the periods ended December 31, 2017Past 1

yearPast 5 years

Past 10 years

Initial Class 21.88% 14.26% 7.29%

Service Class 21.76% 14.14% 7.18%

Service Class 2 21.59% 13.97% 7.02%

S&P 500® Index (reflects no deduction for fees, expenses, or taxes) 21.83% 15.79% 8.50%

Investment AdviserFMR (the Adviser) is the fund’s manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)William Danoff (co-manager) and Jean Park (co-manager) have managed the fund since May 2018.

Purchase and Sale of SharesOnly Permitted Accounts, including separate accounts of insur-ance companies and qualified funds of funds that have signed the appropriate agreements with the fund, if applicable, can buy or sell shares. Insurance companies offer variable annuity and variable life insurance products through separate accounts. A qualified fund of

funds is an eligible insurance-dedicated mutual fund that invests in other mutual funds.

Permitted Accounts - not variable product owners - are the share-holders of the fund. Variable product owners hold interests in separate accounts, including separate accounts that are sharehold-ers of qualified funds of funds. The terms of the offering of interests in separate accounts are included in the variable annuity or variable life insurance product prospectus.

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

FI-9

4Summary Prospectus

Fund Summary – continued

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

The fund has no minimum investment requirement.

Tax InformationVariable product owners seeking to understand the tax conse-quences of their investment should consult with their tax advisers or the insurance company that issued their variable product, or refer to their variable annuity or variable life insurance product prospectus. Insurance company separate accounts generally do not pay tax on dividends or capital gain distributions from the fund.

Payments to Broker-Dealers and Other Financial IntermediariesThe fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include insur-ance companies and their affiliated broker-dealers and service-pro-viders (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your invest-ment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

FI-10

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Fidelity, Contrafund, and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2018 FMR LLC. All rights reserved.

VIP Contrafund is a service mark of FMR LLC.

Any third-party marks that may appear above are the marks of their respective owners.

The term “VIP” as used in this document refers to Fidelity® Variable Insurance Products.

1.907822.117 VCON-SUM-0418

FI-12

May 1, 2018

SUSTAINABLE EQUITY PORTFOLIO (FORMERLY, SOCIALLY RESPONSIVE PORTFOLIO)

SUMMARY PROSPECTUSClass I

The Fund is offered to certain life insurance companies to serve as an investment vehicle for premiums paid under their variable annuity and variable life insurance contracts(each, a “variable contract”) and to certain qualified pension and other retirement plans (each, a “qualified plan”). Before you invest, you may want to review the Fund’sprospectus, which contains more information about the Fund and its risks. You can find the Fund’s prospectus and other information about the Fund (including the Fund’sSAI) online at http://www.nb.com/amtportfolios/i. You can also get this information at no cost by calling 800-877-9700 or by sending an e-mail request to [email protected] can also get this information from your investment provider or any investment provider authorized to sell the Fund’s shares. The Fund’s prospectus and SAI, each datedMay 1, 2018 (as each may be amended or supplemented), are incorporated herein by reference.

GOALThe Fund seeks long-term growth of capital by investing primarily in securities of companies that meet the Fund’s environmental,social and governance (ESG) criteria.

FEES AND EXPENSESThese tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. These tables do not reflectany fees and expenses charged by your insurance company under your variable contract or by your qualified plan. If the tables didreflect such fees and expenses, the overall expenses would be higher than those shown. Please refer to the prospectus for yourvariable contract or your qualified plan documentation for information on their separate fees and expenses.

Shareholder Fees (fees paid directly from your investment) None

Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)

Management fees 0.84

Distribution and/or shareholder service (12b-1) fees None

Other expenses 0.10

Total annual operating expenses 0.94

Expense ExampleThe expense example can help you compare costs among mutual funds. The example assumes that you invested $10,000 for theperiods shown, that you redeemed all of your shares at the end of those periods, that the Fund earned a hypothetical 5% totalreturn each year, and that the Fund’s expenses were those in the table. Actual performance and expenses may be higher or lower.


Expenses $96 $300 $520 $1,155

Portfolio TurnoverThe Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higherportfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses orin the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 18% ofthe average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIESTo pursue its goal, the Fund seeks to invest primarily in common stocks of mid- to large-capitalization companies that meet theFund’s quality oriented financial and ESG criteria.

The Fund seeks to reduce risk by investing across many different industries.

The Portfolio Managers employ a research driven and valuation sensitive approach to stock selection, with a focus on long termsustainability. This sustainable investment approach seeks to identify high quality, well-positioned companies with leadership thatis focused on ESG as defined by best in class operating practices. As part of their focus on quality, the Portfolio Managers look for

NB-1

solid balance sheets, strong management teams with a track record of success, good cash flow, the prospect for above-averageearnings growth and the sustainability of those earnings, as well as the company’s business model, over the long term. They seek topurchase the stock of businesses that they believe to be well positioned and undervalued by the market. Among companies thatmeet these criteria, the Portfolio Managers look for those that show leadership in environmental, social and governanceconsiderations, including progressive workplace practices and community relations.

In addition, the Portfolio Managers typically look at a company’s record in public health and the nature of its products. ThePortfolio Managers judge firms on their corporate citizenship overall, considering their accomplishments as well as their goals.While these judgments are inevitably subjective, the Fund endeavors to avoid companies that derive revenue from gambling or theproduction of alcohol, tobacco, weapons, or nuclear power. The Fund also does not invest in any company that derives its totalrevenue primarily from non-consumer sales to the military.

Please see the Statement of Additional Information for a detailed description of the Fund’s ESG criteria.

Although the Fund invests primarily in domestic stocks, it may also invest in stocks of foreign companies.

The Portfolio Managers follow a disciplined selling strategy and may sell a stock when it reaches a target price, if a company’sbusiness fails to perform as expected, or when other opportunities appear more attractive.

As a sustainable fund, the Fund is required by the federal securities laws to have a policy, which it cannot change withoutproviding investors at least 60 days’ written notice, of investing at least 80% of its net assets in equity securities selected inaccordance with its ESG criteria. The 80% test is applied at the time the Fund invests; later percentage changes caused by achange in Fund assets, market values or company circumstances will not require the Fund to dispose of a holding. In practice, thePortfolio Managers intend to hold only securities selected in accordance with the Fund’s ESG criteria.

Valuation Sensitive Investing. In addition to employing traditional value criteria – that is, looking for value among companieswhose stock prices are below their historical average, based on earnings, cash flow, or other financial measures – the PortfolioManagers may buy a company’s shares if they look more fully priced based on Wall Street consensus estimates of earnings, but stillinexpensive relative to the Portfolio Managers’ estimates. The Portfolio Managers look for these companies to rise in price as theyoutperform Wall Street’s expectations, because they believe some aspects of the business have not been fully appreciated orappropriately priced by other investors.

PRINCIPAL INVESTMENT RISKSMost of the Fund’s performance depends on what happens in the stock market, the Portfolio Managers’ evaluation of thosedevelopments, and the success of the Portfolio Managers in implementing the Fund’s investment strategies. The market’s behaviorcan be difficult to predict, particularly in the short term. There can be no guarantee that the Fund will achieve its goal. The Fundmay take temporary defensive and cash management positions; in such a case, it will not be pursuing its principal investmentstrategies.

The Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation orany other government agency. The value of your investment may fall, sometimes sharply, and you could lose money by investingin the Fund.

The following risks, which are described in alphabetical order and not in order of importance or potential exposure, cansignificantly affect the Fund’s performance:

Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses.Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments orcentral banks or by currency controls or political developments in the U.S. or abroad.

ESG Criteria Risk. The Fund’s ESG criteria could cause it to sell or avoid stocks that subsequently perform well. The Fund mayunderperform funds that do not follow an ESG criteria.

Foreign Risk. Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risksinclude exposure to less developed or less efficient trading markets; social, political, diplomatic, or economic instability; tradebarriers and other protectionist trade policies (including those of the U.S.); fluctuations in foreign currencies or currencyredenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement, custodial or otheroperational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing, corporatedisclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely in price, and may also be lessliquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar fashion to

SUSTAINABLE EQUITY PORTFOLIO (FORMERLY, SOCIALLY RESPONSIVE PORTFOLIO) May 1, 2018

2

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important economic or political developments. In addition, foreign markets may perform differently than the U.S. market. Theeffect of economic instability on specific foreign markets or issuers may be difficult to predict or evaluate. Regardless of where acompany is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derivesits profits or in which it conducts significant operations.

Securities of issuers traded on exchanges may be suspended, either by the issuers themselves, by an exchange or by governmentalauthorities. Trading suspensions may be applied from time to time to the securities of individual issuers for reasons specific to thatissuer, or may be applied broadly by exchanges or governmental authorities in response to market events. In the event that theFund holds material positions in such suspended securities, the Fund’s ability to liquidate its positions or provide liquidity toinvestors may be compromised and the Fund could incur significant losses.

Issuer-Specific Risk. An individual security may be more volatile, and may perform differently, than the market as a whole.

The Fund’s portfolio may contain fewer securities than the portfolios of other mutual funds, which increases the risk that thevalue of the Fund could go down because of the poor performance of one or a few investments.

Market Volatility Risk. Markets may be volatile and values of individual securities and other investments, including those of aparticular type, may decline significantly in response to adverse issuer, political, regulatory, market, economic or otherdevelopments that may cause broad changes in market value, public perceptions concerning these developments, and adverseinvestor sentiment. Geopolitical risks may add to instability in world economies and markets generally. Changes in value may betemporary or may last for extended periods. If the Fund sells a portfolio position before it reaches its market peak, it may miss outon opportunities for better performance.

Mid- and Large-Cap Companies Risk. At times, mid- and large-cap companies may be out of favor with investors. Compared tosmaller companies, large-cap companies may be less responsive to changes and opportunities. Compared to larger companies, mid-cap companies may depend on a more limited management group, may have a shorter history of operations, and may have limitedproduct lines, markets or financial resources. The securities of mid-cap companies are often more volatile and less liquid than thesecurities of larger companies and may be more affected than other types of securities by the underperformance of a sector orduring market downturns.

Operational and Cybersecurity Risk. The Fund and its service providers, and your ability to transact with the Fund, may benegatively impacted due to operational matters arising from, among other problems, human errors, systems and technologydisruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fundassets, customer data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venuesand their service providers, to suffer data corruption or lose operational functionality. It is not possible for the Manager or theother Fund service providers to identify all of the cybersecurity or other operational risks that may affect the Fund or to developprocesses and controls to completely eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests areheavily dependent on computers for data storage and operations, and require ready access to the internet to conduct their business.Thus, cybersecurity incidents could also affect issuers of securities in which the Fund invests, leading to significant loss of value.

Recent Market Conditions. Some countries, including the U.S., are considering or pursuing the adoption of more protectionisttrade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis. The U.S. isalso said to be considering significant new investments in infrastructure and national defense which, coupled with lower federaltaxes, could lead to sharply increased government borrowing and higher interest rates. The exact shape of these policies is stillbeing worked out through the political process, but the equity and debt markets may react strongly to expectations, which couldincrease volatility, especially if the market’s expectations for changes in government policies are not borne out. Also, prices ofmany U.S. equity securities have increased substantially for the last several years, U.S. unemployment has declined and manymarket prognosticators reportedly expect the Fed to raise interest rates in an effort to limit inflation and/or believe the market mayexperience a further “correction” to lower values.

High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty.Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, itis difficult to predict the impact on various markets of a significant rate increase or other significant policy changes.

In addition, global economies and financial markets are increasingly interconnected, which increases the possibilities thatconditions in one country or region might adversely impact issuers in a different country or region. A rise in protectionist tradepolicies, and the possibility of changes to some international trade agreements, could affect the economies of many nations in waysthat cannot necessarily be foreseen at the present time and could negatively affect the economies of even those countries thatimplement the protectionist policies.


3

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Redemption Risk. The Fund may experience periods of heavy redemptions that could cause the Fund to sell assets atinopportune times or at a loss or depressed value. Redemption risk is heightened during periods of declining or illiquid markets.Heavy redemptions could hurt the Fund’s performance.

Risk Management. Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure toadverse events; at best, it may only reduce the possibility that the Fund will be affected by such events, and especially those risksthat are not intrinsic to the Fund’s investment program. The Fund could experience losses if judgments about risk prove to beincorrect.

Risk of Increase in Expenses. A decline in the Fund’s average net assets during the current fiscal year due to market volatility orother factors could cause the Fund’s expenses for the current fiscal year to be higher than the expense information presented in“Fees and Expenses.”

Sector Risk. From time to time, based on market or economic conditions, the Fund may have significant positions in one ormore sectors of the market. To the extent the Fund invests more heavily in particular sectors, its performance will be especiallysensitive to developments that significantly affect those sectors. Individual sectors may be more volatile, and may performdifferently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political orregulatory events.

Valuation Risk. The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. TheFund’s ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors bythird party service providers, such as pricing services or accounting agents.

Value Stock Risk. Value stocks may remain undervalued or may decrease in value during a given period or may not ever realizewhat the portfolio management team believes to be their full value. This may happen, among other reasons, because of a failure toanticipate which stocks or industries would benefit from changing market or economic conditions or investor preferences.

PERFORMANCEThe following bar chart and table provide an indication of the risks of investing in the Fund. The bar chart shows how the Fund’sperformance has varied from year to year. The table next to the bar chart shows what the returns would equal if you averaged outactual performance over various lengths of time and compares the returns with the returns of a broad-based market index. Theindex, which is described in “Description of Index” in the prospectus, has characteristics relevant to the Fund’s investmentstrategy. The performance information does not reflect variable contract or qualified plan fees and expenses. If such fees andexpenses were reflected, returns would be less than those shown. Please refer to the prospectus for your variable contract or yourqualified plan documentation for information on their separate fees and expenses.

Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/orwaived a portion of the investment management fees during certain of the periods shown.


4

NB-4

Past performance is not a prediction of future results. Visit www.nb.com or call 800-877-9700 for updated performanceinformation.

YEAR-BY-YEAR % RETURNS AS OF 12/31 EACH YEAR

-39.44

31.43

22.85

-3.08

10.98

37.60

10.38

-0.46

9.86

18.43

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Best quarter: Q2 ’09, 15.74%Worst quarter: Q4 ’08, -27.01%

AVERAGE ANNUAL TOTAL % RETURNS AS OF 12/31/17

Sustainable Equity Portfolio (formerly, Socially Responsive Portfolio) 1 Year 5 Years 10 Years

Class I 18.43 14.49 7.54

S&P 500® Index (reflects no deduction for fees, expenses or taxes) 21.83 15.79 8.50

INVESTMENT MANAGERNeuberger Berman Investment Advisers LLC (“Manager”) is the Fund’s investment manager.

PORTFOLIO MANAGERSThe Fund is managed by co-Portfolio Managers Ingrid S. Dyott (Managing Director of the Manager) and Sajjad S. Ladiwala,CFA (Managing Director of the Manager). Ms. Dyott became a co-Portfolio Manager of the Fund in 2003. Mr. Ladiwala joinedas an Associate Portfolio Manager in 2003 and became co-Portfolio Manager in 2016.

BUYING AND SELLING SHARESThe Fund is designed as a funding vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held bythe insurance companies or qualified plans involved, you will need to follow the instructions provided by your insurance companyor qualified plan administrator for matters involving allocations to the Fund.

When shares of the Fund are bought and sold, the share price is the Fund’s net asset value per share. When shares are bought orsold, the share price will be the next share price calculated after the order has been received in proper form. Shares of the Fundmay be purchased or redeemed (sold) on any day the New York Stock Exchange is open.

TAX INFORMATIONDistributions made by the Fund to an insurance company separate account or a qualified plan, and exchanges and redemptions ofFund shares made by a separate account or qualified plan, ordinarily do not cause the contract holder or plan participant torecognize income or gain for federal income tax purposes. Please see your variable contract prospectus or the governing documentsof your qualified plan for information regarding the federal income tax treatment of the distributions to the applicable separateaccount or qualified plan and the holders of the contracts or plan participants, respectively.

PAYMENTS TO FINANCIAL INTERMEDIARIESNeuberger Berman BD LLC and/or its affiliates may pay insurance companies or their affiliates, qualified plan administrators,broker-dealers or other financial intermediaries, for services to current and prospective variable contract owners and qualified plan


5

NB-5

participants who choose the Fund as an investment option. These payments may create a conflict of interest by influencing thefinancial intermediary and its employees to recommend the Fund over another investment or make the Fund available to theircurrent or prospective variable contract owners and qualified plan participants. Ask your financial intermediary or visit its websitefor more information.

The “Neuberger Berman” name and logo and “Neuberger Berman Investment Advisers LLC” are registered service marks of Neuberger Berman GroupLLC. The individual Fund name in this prospectus is either a service mark or a registered service mark of Neuberger Berman Investment Advisers LLC.©2018 Neuberger Berman BD LLC, distributor. All rights reserved.


NB-6


SEC File Number: 811-4255

K0055 05/18

NB-8

SUMMARY PROSPECTUS

U.S. STRATEGIC EQUITY FUND

May 1, 2018

Before you invest, you may want to review the Fund’s Prospectus, which contains more information about the Fund and its risks.You can find the Fund’s Prospectus, Statement of Additional Information (SAI), Annual Report and other information about theFund online at http://hosted.rightprospectus.com/RIF/. You can also get this information at no cost by calling 1-800-787-7354 or bysending an e-mail to: [email protected]. The Fund’s Prospectus and SAI, both dated May 1, 2018, and the Fund’smost recent shareholder report, dated December 31, 2017, are all incorporated by reference into this Summary Prospectus.

Ticker: RIFAX

Investment Objective (Non-Fundamental)

The Fund seeks to provide long term capital growth.

Fees and Expenses of the Fund

The following tables describe the fees and expenses that you may pay if you buy and hold Shares of the Fund. Thefees and expenses shown in this section do not reflect any Insurance Company Separate Account or Policy charges. Thosecharges, if included, would have increased overall fees and expenses. Please refer to your account or policy documentsfor a description of those fees and expenses. Please see the Expense Notes section of the Fund’s Prospectus for furtherinformation regarding expenses of the Fund.

Shareholder Fees (fees paid directly from your investment)

None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of yourinvestment)

Advisory Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.73%Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.10%Total Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.83%

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in othermutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of yourShares at the end of those periods. The example also assumes your investment has a 5% return each year and thatoperating expenses remain the same. This example does not reflect any Insurance Company Separate Account or Policycharges. If it did, the costs shown would have been higher. Although your actual costs may be higher or lower, underthese assumptions your costs would be:


$85 $266 $462 $1,029

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected inannual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, theFund’s portfolio turnover rate was 80% of the average value of its portfolio.

1

RIF-1

Investments, Risks and Performance

Principal Investment Strategies of the Fund

The Fund has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its netassets plus borrowings for investment purposes in equity securities economically tied to the U.S. The Fund investsprincipally in common stocks of large and medium capitalization U.S. companies. The Fund defines large and mediumcapitalization stocks as stocks of those companies represented by the Russell 1000

®

Index or within the capitalizationrange of the Russell 1000

®

Index as measured at its most recent reconstitution.

Russell Investment Management, LLC (“RIM”) provides or oversees the provision of all investment advisory andportfolio management services for the Fund. The Fund’s assets are managed by RIM and multiple moneymanagers unaffiliated with RIM pursuant to a multi-style (e.g., growth, value, market-oriented, defensive and/or dynamic)and multi-manager approach. The Fund employs discretionary and non-discretionary money managers. The Fund’sdiscretionary money managers select the individual portfolio instruments for the assets assigned to them. The Fund’snon-discretionary money managers provide a model portfolio to RIM representing their investment recommendations,based upon which RIM purchases and sells securities for the Fund. RIM manages Fund assets not allocated to moneymanager strategies and utilizes quantitative and/or rules-based processes and qualitative analysis to assessFund characteristics and invest in securities and instruments which provide the desired exposures. RIM may use strategiesbased on indexes. RIM also manages the portion of Fund assets for which the Fund’s non-discretionary money managersprovide model portfolios and the Fund’s cash balances. The Fund usually, but not always, pursues a strategy to be fullyinvested by exposing all or a portion of its cash to the performance of appropriate markets by purchasing equity securitiesand/or derivatives, which typically include index futures contracts.

The Fund may invest in derivative instruments and may use derivatives to take both long and short positions. TheFund may also invest in securities of non-U.S. issuers by purchasing American Depositary Receipts (“ADRs”) or GlobalDepositary Receipts (“GDRs”). Please refer to the “Investment Objective and Investment Strategies” section in the Fund’sProspectus for further information.

Principal Risks of Investing in the Fund

An investment in the Fund, like any investment, has risks. The value of the Fund fluctuates and you could losemoney. The principal risks of investing in the Fund are those associated with:

• Active Management. Despite strategies designed to achieve the Fund’s investment objective, the value ofinvestments will change with market conditions, and so will the value of any investment in the Fund and youcould lose money. The securities selected for the portfolio may not perform as RIM or the Fund’s money managersexpect. Additionally, securities selected may cause the Fund to underperform relative to other funds with similarinvestment objectives and strategies. There is no guarantee that RIM will effectively assess the Fund’sportfolio characteristics and it is possible that its judgments regarding the Fund’s exposures may prove incorrect.In addition, actions taken to actively manage overall Fund exposures, including risk, may be ineffective and/orcause the Fund to underperform.

• Multi-Manager Approach. While the investment styles employed by the money managers are intended to becomplementary, they may not in fact be complementary. A multi-manager approach could result in more exposureto certain types of securities and higher portfolio turnover.

• Index-Based Investing. Index-based strategies, which may be used to actively manage the Fund’s overallexposures, may cause the Fund’s returns to be lower than if the Fund employed a fundamental investmentapproach to security selection with respect to that portion of its portfolio. Additionally, index-based strategies aresubject to “tracking error” risk, which is the risk that the performance of the portion of the Fund’s portfolioutilizing an index-based strategy will differ from the performance of the index it seeks to track.

• Non-Discretionary Implementation Risk. With respect to the portion of the Fund that is managed pursuant to modelportfolios provided by non-discretionary money managers, it is expected that trades will be effected on a periodicbasis and therefore less frequently than would typically be the case if discretionary money managers wereemployed. Given that values of investments change with market conditions, this could cause the Fund’s return tobe lower than if the Fund employed discretionary money managers with respect to that portion of its portfolio.

2

RIF-2

• Quantitative Investing. Quantitative inputs and models use historical company, economic and/or industry data toevaluate prospective investments or to generate forecasts which could result in incorrect assessments of the specificportfolio characteristics or ineffective adjustments to the Fund’s overall exposures. Securities selected usingquantitative analysis may perform differently than analysis of their historical trends would suggest. Inputs ormodels may be flawed or not work as anticipated and may cause the Fund to underperform other funds withsimilar investment objectives and strategies.

• Equity Securities. The value of equity securities will rise and fall in response to the activities of the company thatissued them, general market conditions and/or economic conditions. Investments in medium capitalizationcompanies may involve greater risks because these companies generally have narrower markets, more limitedmanagerial and financial resources and a less diversified product offering than larger, more established companies.Some medium capitalization stocks may also be thinly traded, and thus, difficult to buy and sell in the market.

• Depositary Receipts. Depositary receipts (including American Depositary Receipts and Global Depositary Receipts)are securities traded on a local stock exchange that represent securities issued by a foreign publicly-listed company.Depositary receipts are generally subject to the same risks of investing in the foreign securities they evidence orinto which they may be converted.

• Derivatives. Investments in a derivative instrument could lose more than the initial amount invested. Compared toconventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations inmarket prices and thus the Fund’s losses may be greater if it invests in derivatives than if it invests only inconventional securities. The use of derivative instruments involves risks different from, and possibly greater than,the risks associated with investing directly in equity or fixed income securities, currencies or other instruments.Derivatives are subject to a number of risks such as leveraging risk, liquidity risk, market risk, credit risk, defaultrisk, counterparty risk (the risk that the other party in an agreement will fail to perform its obligations) andmanagement risk. They also involve the risk of mispricing or improper valuation and the risk that changes in thevalue of the derivative instrument may not correlate exactly with the change in the value of the underlying asset,rate or index.

• Large Redemptions. The Fund is used as an investment for certain funds of funds and in asset allocation programsand may have a large percentage of its Shares owned by such funds or held in such programs. Large redemptionactivity could result in the Fund incurring additional costs and being forced to sell portfolio securities at a loss tomeet redemptions.

• Global Financial Markets Risk. Global economies and financial markets are becoming increasingly interconnectedand conditions (including recent volatility and instability) and events (including natural disasters) in one country,region or financial market may adversely impact issuers in a different country, region or financial market. Inaddition, governmental and quasi-governmental organizations have taken a number of unprecedented actionsdesigned to support the markets. Such events and conditions may adversely affect the value of the Fund’ssecurities, result in greater market or liquidity risk or cause difficulty valuing the Fund’s portfolio instruments orachieving the Fund’s objective.

Please refer to the “Risks” section in the Fund’s Prospectus for further information.

Performance

The following bar chart illustrates the risks of investing in the Fund by showing how the performance of the Fundvaries from year to year. The highest and lowest returns for a full quarter during the periods shown in the bar chart areset forth next to the bar chart. The performance results shown in this section do not reflect any Insurance CompanySeparate Account or Policy charges. Those charges, if included, would have reduced the performance results shown in thissection.

The table accompanying the bar chart further illustrates the risks of investing in the Fund by showing how theFund’s average annual total returns for the periods shown compare with the index returns that measure broad marketperformance.

Past performance is no indication of future results.

3

RIF-3

Calendar Year Total Returns

-60.00%

-40.00%

-20.00%

0.00%

20.00%

40.00%

60.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(40.56)%

31.40%

16.46%

(1.55)%

15.69%

32.92%

11.70%1.11%

10.64%20.80%

Highest Quarterly Return:16.95% (3Q/09)

Lowest Quarterly Return:(25.23)% (4Q/08)

Average annual total returnsfor the periods ended December 31, 2017 1 Year 5 Years 10 Years

U.S. Strategic Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.80% 14.94% 7.59%Russell 1000® Index (reflects no deduction for fees, expenses or taxes) . . . . . . . . . . . 21.69% 15.71% 8.59%

Frank Russell Company is the source and owner of the trademarks, service marks and copyrights related to theRussell Indexes. Russell

®

is a trademark of Frank Russell Company.

Management

Investment Adviser

The Fund’s investment adviser is RIM. The Fund’s money managers are:

• Barrow, Hanley, Mewhinney & Strauss, LLC • Suffolk Capital Management, LLC

• Jacobs Levy Equity Management, Inc. • William Blair Investment Management, LLC

• Mar Vista Investment Partners, LLC

Portfolio Managers

James Barber, Chief Investment Officer of Equities, and Kevin Divney, a Senior Portfolio Manager, have primaryresponsibility for the management of the Fund. Mr. Barber and Mr. Divney have managed the Fund since April 2017.

Additional Information

Purchase of Fund Shares

Each insurance company (“Insurance Company”) places orders for its accounts (“Separate Account”) which hold theinterests of each variable insurance product (“Policy”) owner based on, among other things, the amount of premiumpayments to be invested pursuant to such Policies. Individuals may not place orders directly with Russell InvestmentFunds (“RIF”) or the Funds. See the prospectus of the Separate Account and Policies of the Insurance Company for moreinformation on the purchase of Fund Shares and with respect to the availability for investment in specific Funds. TheFunds do not issue share certificates. Any minimum or subsequent investment requirements are governed by theapplicable Policy through which you invest.

For more information about how to purchase Shares, please see Additional Information About Purchase of FundShares in the Funds’ Prospectus.

Redemption of Fund Shares

Shares may be redeemed at any time by Insurance Companies on behalf of their Separate Accounts or their generalaccounts. Individuals may not place redemption orders directly with RIF or the Funds. Redemption requests for Fund

4

RIF-4

Shares are based on premiums and transaction requests represented to the Funds by each Insurance Company as havingbeen received prior to the close of regular trading on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m.Eastern Time) on any business day of the Funds (defined as a day on which the NYSE is open for regular trading).

For more information about how to redeem Shares, please see Additional Information About Redemption of FundShares in the Funds’ Prospectus.

Taxes

Provided that the Funds and Separate Accounts of Insurance Companies investing in the Funds satisfy applicable taxrequirements, the Funds generally will not be subject to federal tax. Special tax rules apply to Insurance Companies,variable annuity contracts and variable life insurance contracts. For a discussion of the taxation of life insurancecompanies and the Separate Accounts, as well as the tax treatment of the Policies and the holders thereof, see thediscussion regarding “Federal Tax Considerations” included in the prospectus for the Policies.

For more information about Taxes, please see Additional Information About Taxes in the Funds’ Prospectus.

Servicing Arrangements

Some Insurance Companies have entered into arrangements with Russell Investments Fund Services, LLC (“RIFUS”)and/or Russell Investments Financial Services, LLC. (“RIFIS” or the “Distributor”) pursuant to which they may receivecompensation from RIFUS and/or the Distributor, from RIFUS’s and/or the Distributor’s own resources, for administrativeand/or other services provided by those Insurance Companies. These payments may create a conflict of interest byinfluencing the Insurance Company and your salesperson to recommend the Funds or a Fund over another investment orby influencing an Insurance Company’s decision to include the Funds as an underlying investment option in its Policy.Ask your salesperson or visit your Insurance Company’s web site for more information.

5

RIF-5

36-08-281 (0518)

RIF-6

SUMMARY PROSPECTUS

U.S. SMALL CAP EQUITY FUND

May 1, 2018


Ticker: RIFBX






None



Example




$105 $329 $570 $1,263

Portfolio Turnover


1

RIF-7



The Fund has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its netassets plus borrowings for investment purposes in small capitalization equity securities economically tied to the U.S. TheFund invests principally in common stocks of small capitalization U.S. companies, some of which are also consideredmicro capitalization U.S. companies. The Fund defines small capitalization stocks as stocks of those companiesrepresented by the Russell 2000

®

Index or within the capitalization range of the Russell 2000®

Index as measured at itsmost recent reconstitution.

Russell Investment Management, LLC (“RIM”) provides or oversees the provision of all investment advisory andportfolio management services for the Fund. The Fund is managed pursuant to a multi-style (e.g., growth, value,market-oriented, defensive and/or dynamic) and multi-manager approach. The Fund’s money managers are unaffiliatedwith RIM and have non-discretionary asset management assignments pursuant to which they provide a model portfolio toRIM representing their investment recommendations, based upon which RIM purchases and sells securities for the Fund.For Fund assets not allocated to money manager strategies, RIM utilizes quantitative and/or rules-based processes andqualitative analysis to assess Fund characteristics and invest in securities and instruments which provide the desiredexposures. RIM may use strategies based on indexes. RIM also manages the Fund’s cash balances. The Fund usually, butnot always, pursues a strategy to be fully invested by exposing all or a portion of its cash to the performance ofappropriate markets by purchasing equity securities and/or derivatives, which typically include index futures contracts.

The Fund may invest in derivative instruments and may use derivatives to take both long and short positions. TheFund may also invest in securities of non-U.S. issuers by purchasing American Depositary Receipts (“ADRs”) or GlobalDepositary Receipts (“GDRs”). The Fund may invest a portion of its assets in securities of companies, known as realestate investment trusts (“REITs”), that own and/or manage properties. Please refer to the “Investment Objective andInvestment Strategies” section in the Fund’s Prospectus for further information.







• Quantitative Investing. Quantitative inputs and models use historical company, economic and/or industry data toevaluate prospective investments or to generate forecasts which could result in incorrect assessments of the specific

2

RIF-8

portfolio characteristics or ineffective adjustments to the Fund’s overall exposures. Securities selected usingquantitative analysis may perform differently than analysis of their historical trends would suggest. Inputs ormodels may be flawed or not work as anticipated and may cause the Fund to underperform other funds withsimilar investment objectives and strategies.

• Equity Securities. The value of equity securities will rise and fall in response to the activities of the company thatissued them, general market conditions and/or economic conditions. Investments in small and micro capitalizationcompanies may involve greater risks because these companies generally have narrower markets, more limitedmanagerial and financial resources and a less diversified product offering than larger, more established companies.Small and micro capitalization stocks may also be thinly traded, and thus, difficult to buy and sell in the market.Micro capitalization company stocks are also more likely to suffer from significantly diminished market liquidity.

• Real Estate Investment Trusts (“REITs”). REITs may be affected by changes in the value of the underlyingproperties owned by the REITs and by the quality of tenants’ credit.


• Liquidity Risk. The market for certain investments may become illiquid under adverse or volatile market oreconomic conditions, making those investments difficult to sell. The market price of certain investments may falldramatically if there is no liquid trading market.





Performance


The table accompanying the bar chart further illustrates the risks of investing in the Fund by showing how theFund’s average annual total returns for the periods shown compare with the index returns that measure broad marketperformance. Effective May 1, 2012, RIM changed the Fund’s primary benchmark from the Russell 2500™ Index to the

3

RIF-9

Russell 2000®

Index. The U.S. Small Cap Equity Linked Benchmark (formerly named the Aggressive Equity LinkedBenchmark) represents the returns of the Russell 2500™ Index through April 30, 2012 and the returns of the Russell2000

®

Index thereafter. The U.S. Small Cap Equity Linked Benchmark provides a means to compare the Fund’s averageannual returns to a secondary benchmark that takes into account historical changes in the Fund’s primary benchmark.



-60.00%

-40.00%

-20.00%

0.00%

20.00%

40.00%

60.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(42.92)%

31.39%24.88%

(4.20)%

15.84%

40.00%

1.56% (7.19)%

18.66% 15.48%




U.S. Small Cap Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.48% 12.58% 6.51%Russell 2000® Index (reflects no deduction for fees, expenses or taxes) . . . . . . . . . . 14.65% 14.12% 8.71%U.S. Small Cap Equity Linked Benchmark (reflects no deduction for fees, expensesor taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.65% 14.12% 9.10%


®


Management

Investment Adviser


• Ancora Advisors, LLC • Penn Capital Management Company, Inc.

• Copeland Capital Management, LLC • Snow Capital Management L.P.

• DePrince, Race & Zollo, Inc. • Timpani Capital Management LLC

• Falcon Point Capital, LLC

Portfolio Managers

Jon Eggins, a Senior Portfolio Manager, and Megan Roach, a Portfolio Manager, have primary responsibility for themanagement of the Fund. Mr. Eggins has managed the Fund since May 2011 and Ms. Roach has managed the Fund sinceMarch 2015.



Each insurance company (“Insurance Company”) places orders for its accounts (“Separate Account”) which hold theinterests of each variable insurance product (“Policy”) owner based on, among other things, the amount of premiumpayments to be invested pursuant to such Policies. Individuals may not place orders directly with Russell InvestmentFunds (“RIF”) or the Funds. See the prospectus of the Separate Account and Policies of the Insurance Company for more

4

RIF-10

information on the purchase of Fund Shares and with respect to the availability for investment in specific Funds. TheFunds do not issue share certificates. Any minimum or subsequent investment requirements are governed by theapplicable Policy through which you invest.



Shares may be redeemed at any time by Insurance Companies on behalf of their Separate Accounts or their generalaccounts. Individuals may not place redemption orders directly with RIF or the Funds. Redemption requests for FundShares are based on premiums and transaction requests represented to the Funds by each Insurance Company as havingbeen received prior to the close of regular trading on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m.Eastern Time) on any business day of the Funds (defined as a day on which the NYSE is open for regular trading).


Taxes





5

RIF-11

36-08-282 (0518)

RIF-12

SUMMARY PROSPECTUS

GLOBAL REAL ESTATE SECURITIES FUND

May 1, 2018


Ticker: RIFSX


The Fund seeks to provide current income and long term capital growth.




None



Example




$94 $294 $510 $1,133

Portfolio Turnover


1

RIF-13



The Fund has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its netassets plus borrowings for investment purposes in real estate securities. The Fund seeks to achieve its objective byconcentrating its investments in equity securities of real estate companies economically tied to a number of countriesaround the world, including the U.S., in a globally diversified manner. The Fund invests principally in securities ofcompanies, known as real estate investment trusts (“REITs”) and other REIT-like entities that own interests in real estateor real estate-related loans. The Fund may also invest in equity securities of other types of real estate-related companies.A portion of the Fund’s securities are denominated in foreign currencies and are typically held outside the U.S. The Fundmay invest a portion of its assets in equity securities of companies that are located in emerging markets. The Fundconsiders emerging market countries to include every country in the world except Australia, Austria, Belgium, Canada,Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, the Netherlands, NewZealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.

Russell Investment Management, LLC (“RIM”) provides or oversees the provision of all investment advisory andportfolio management services for the Fund. The Fund’s assets are managed by RIM and multiple money managersunaffiliated with RIM pursuant to a multi-manager approach. RIM manages Fund assets not allocated to money managerstrategies and utilizes quantitative and/or rules-based processes and qualitative analysis to assess Fund characteristics andinvest in securities and instruments which provide the desired exposures. RIM may use strategies based on indexes. RIMalso manages the Fund’s cash balances. The Fund usually, but not always, pursues a strategy to be fully invested byexposing all or a portion of its cash to the performance of certain real estate securities or, in certain circumstances, broadglobal equity markets by purchasing equity securities and/or derivatives, which typically include index futures contractsand swaps.

The Fund may invest in derivative instruments and may use derivatives to take both long and short positions. TheFund may enter into spot or forward currency contracts to facilitate settlement of securities transactions. The Fund mayinvest in large, medium or small capitalization companies. Please refer to the “Investment Objective and InvestmentStrategies” section in the Fund’s Prospectus for further information.






• Quantitative Investing. Quantitative inputs and models use historical company, economic and/or industry data toevaluate prospective investments or to generate forecasts which could result in incorrect assessments of the specificportfolio characteristics or ineffective adjustments to the Fund’s overall exposures. Securities selected using

2

RIF-14

quantitative analysis may perform differently than analysis of their historical trends would suggest. Inputs ormodels may be flawed or not work as anticipated and may cause the Fund to underperform other funds withsimilar investment objectives and strategies.

• Equity Securities. The value of equity securities will rise and fall in response to the activities of the company thatissued them, general market conditions and/or economic conditions. Investments in small and mediumcapitalization companies may involve greater risks because these companies generally have narrower markets,more limited managerial and financial resources and a less diversified product offering than larger, moreestablished companies. Small and some medium capitalization stocks may also be thinly traded, and thus, difficultto buy and sell in the market.

• Real Estate Securities. Just as real estate values go up and down, the value of the securities of companies involvedin the industry also fluctuates. Real estate securities, including real estate investment trusts (“REITs”), may beaffected by changes in the value of the underlying properties owned by the companies and by the quality oftenants’ credit.

• Non-U.S. and Emerging Markets Securities. Non-U.S. securities have risks relating to political, economic andregulatory conditions in foreign countries. The risks associated with non-U.S. securities may be amplified foremerging markets securities.

• Currency Risk. Non-U.S. securities that trade in, and receive revenues in, non-U.S. currencies are subject to therisk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, thatthe U.S. dollar will decline in value relative to the currency being hedged. As a result, investments in non-U.S.dollar-denominated securities and currencies may reduce the returns of the Fund.

• Counterparty Risk. Counterparty risk is the risk that the other party or parties to an agreement or a participant to atransaction, such as a broker, might default on a contract or fail to perform by failing to pay amounts due orfailing to fulfill the obligations of the contract or transaction.



• Currency Trading Risk. Currency trading strategies may involve instruments that have volatile prices, are illiquidor create economic leverage. Forward currency contracts are subject to the risk that, should forward pricesincrease, a loss will be incurred to the extent that the price of the currency agreed to be purchased exceeds theprice of the currency agreed to be sold.



3

RIF-15

• Industry Concentration Risk. By concentrating in a single industry, the Fund carries much greater risk of adversedevelopments in that industry than a fund that invests in a wide variety of industries.


Performance


The table accompanying the bar chart further illustrates the risks of investing in the Fund by showing how theFund’s average annual total returns for the periods shown compare with the index returns that measure broad marketperformance. In October 2010, RIM changed the Fund’s primary benchmark from the FTSE NAREIT Equity REIT Indexto the FTSE EPRA/NAREIT Developed Real Estate Index (net of tax on dividends from foreign holdings). The GlobalReal Estate Linked Benchmark represents the returns of the FTSE NAREIT Equity REIT Index through September 30,2010 and the returns of the FTSE EPRA/NAREIT Developed Real Estate Index (net of tax on dividends from foreignholdings) thereafter. The Global Real Estate Linked Benchmark provides a means to compare the Fund’s average annualreturns to a secondary benchmark that takes into account historical changes in the Fund’s primary benchmark. The MSCIWorld Index (net of tax on dividends from foreign holdings) captures large and mid-cap representation across 23developed markets countries.



-40.00%

-20.00%

0.00%

20.00%

40.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(36.68)%

28.94%22.92%

(7.05)%

27.56%

3.65%

14.75%

0.25% 3.02%

11.80%




Global Real Estate Securities Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.80% 6.55% 5.03%FTSE EPRA/NAREIT Developed Real Estate Index (net of tax on dividends fromforeign holdings) (reflects no deduction for fees or expenses) . . . . . . . . . . . . . . . . . . . 10.36% 6.32% 3.28%Global Real Estate Linked Benchmark (reflects no deduction for fees, expenses ortaxes). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.36% 6.32% 5.03%MSCI World Index (net of tax on dividends from foreign holdings) (reflects nodeduction for fees or expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.40% 11.64% 5.03%

Management

Investment Adviser


4

RIF-16

• Cohen & Steers Capital Management, Inc., Cohen &Steers UK Limited and Cohen & Steers Asia Limited

• RREEF America L.L.C., Deutsche InvestmentsAustralia Limited and Deutsche Alternatives AssetManagement (Global) Limited, operating under thebrand name Deutsche Asset Management

• Morgan Stanley Investment Management Inc., MorganStanley Investment Management Limited and MorganStanley Investment Management Company

Portfolio Manager

Bruce Eidelson, a Senior Portfolio Manager, and Patrick Nikodem, a Portfolio Manager, have primary responsibilityfor the management of the Fund. Mr. Eidelson has managed the Fund since January 2002 and Mr. Nikodem has managedthe Fund since December 2016.








Taxes





5

RIF-17

36-08-285 (0518)

RIF-18

SUMMARY PROSPECTUS

INTERNATIONAL DEVELOPED MARKETS FUND

May 1, 2018


Ticker: RIFCX






None



Example




$110 $344 $597 $1,320

Portfolio Turnover


1

RIF-19



The Fund has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its netassets plus borrowings for investment purposes in companies that are located in countries (other than the U.S.) withdeveloped markets or that are economically tied to such countries. The Fund invests principally in equity securities,including common stocks and preferred stocks, issued by companies incorporated in developed markets outside the U.S.and in depositary receipts. The Fund’s securities are denominated principally in foreign currencies and are typically heldoutside the U.S. The Fund may invest a portion of its assets in equity securities of companies that are economically tiedto emerging market countries. The Fund considers the following countries to have developed markets: Australia, Austria,Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, theNetherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and theUnited States. As a general rule, the Fund considers emerging market countries to include every other country. The Fundinvests principally in large and medium capitalization companies, but may also invest in small capitalization companies.The Fund defines large and medium capitalization stocks as stocks of those companies represented by the MSCI World exUSA Index or within the capitalization range of the MSCI World ex USA Index as measured at its most recentreconstitution.

Russell Investment Management, LLC (“RIM”) provides or oversees the provision of all investment advisory andportfolio management services for the Fund. The Fund’s assets are managed by RIM and multiple moneymanagers unaffiliated with RIM pursuant to a multi-style (e.g., growth, value, market-oriented and defensive) andmulti-manager approach. The Fund employs discretionary and non-discretionary money managers. The Fund’sdiscretionary money managers select the individual portfolio instruments for the assets assigned to them. The Fund’snon-discretionary money managers provide a model portfolio to RIM representing their investment recommendations,based upon which RIM purchases and sells securities for the Fund. RIM manages Fund assets not allocated to moneymanager strategies and utilizes quantitative and/or rules-based processes and qualitative analysis to assess Fundcharacteristics and invest in securities and instruments which provide the desired exposures. RIM may use strategies basedon indexes. RIM also manages the portion of Fund assets for which the Fund’s non-discretionary money managersprovide model portfolios and the Fund’s cash balances. The Fund usually, but not always, pursues a strategy to be fullyinvested by exposing all or a portion of its cash to the performance of appropriate markets by purchasing equity securitiesand/or derivatives, which typically include index futures contracts and forward currency contracts. The Fund may usederivatives, including stock options, country index futures and swaps or currency forwards, to (1) manage country andcurrency exposure as a substitute for holding securities directly or (2) facilitate the implementation of its investmentstrategy. The Fund may use derivatives to take both long and short positions.

The Fund may at times seek to protect a portion of its investments against adverse currency exchange rate changesby purchasing forward currency contracts and may engage in currency transactions for speculative purposes. Please referto the “Investment Objective and Investment Strategies” section in the Fund’s Prospectus for further information.





2

RIF-20




• Equity Securities. The value of equity securities will rise and fall in response to the activities of the company thatissued them, general market conditions and/or economic conditions. Investments in small and mediumcapitalization companies may involve greater risks because these companies generally have narrower markets,more limited managerial and financial resources and a less diversified product offering than larger, moreestablished companies. Small and some medium capitalization stocks may also be thinly traded, and thus, difficultto buy and sell in the market. Investments in preferred stocks are subject to the risks of common stocks, as well asthe risk that interest rates will rise and make the fixed dividend feature, if any, less appealing to investors resultingin a decline in price.







3

RIF-21





Performance


The table accompanying the bar chart further illustrates the risks of investing in the Fund by showing how theFund’s average annual total returns for the periods shown compare with the index returns that measure broad marketperformance. Effective January 1, 2011, RIM changed the Fund’s primary benchmark from the MSCI EAFE Index (net oftax on dividends from foreign holdings) to the Russell Developed ex-US Large Cap Index (net of tax on dividends fromforeign holdings). Effective January 1, 2018, RIM changed the Fund’s primary benchmark from the Russell Developedex-US Large Cap Index (net of tax on dividends from foreign holdings) to the MSCI World ex USA Index (net of tax ondividends from foreign holdings). RIM believes that the MSCI World ex USA Index (net of tax on dividends from foreignholdings) more accurately provides a means to compare the Fund’s average annual total returns to a benchmark thatcurrently best represents the investable global and international equity markets. The International Developed MarketsLinked Benchmark represents the returns of the MSCI EAFE Index (net of tax on dividends from foreign holdings)through December 31, 2010 and the returns of the Russell Developed ex-US Large Cap Index (net of tax on dividendsfrom foreign holdings) thereafter. The International Developed Markets Linked Benchmark provides a means to comparethe Fund’s average annual returns to a secondary benchmark that takes into account historical changes in the Fund’sprimary benchmark.



-60.00%

-40.00%

-20.00%

0.00%

20.00%

40.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(42.41)%

26.49%

11.42%

(12.88)%

19.81% 21.91%

(4.45)% (1.31)% 2.36%

24.98%Highest Quarterly Return:

21.75% (2Q/09)


4

RIF-22


International Developed Markets Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.98% 8.02% 2.22%MSCI World ex USA Index (net of tax on dividends from foreign holdings)(reflects no deduction for fees or expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.21% 7.46% 1.87%Russell Developed ex-US Large Cap Index (net of tax on dividends from foreignholdings) (reflects no deduction for fees or expenses). . . . . . . . . . . . . . . . . . . . . . . . . . 24.85% 7.80% 2.14%International Developed Markets Linked Benchmark (reflects no deduction for feesor expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.85% 7.80% 1.82%


®


Management

Investment Adviser


• GQG Partners LLC • Pzena Investment Management, LLC

• Janus Capital Management LLC and PerkinsInvestment Management LLC

• Wellington Management Company LLP

• Numeric Investors LLC

Portfolio Managers

James Barber, Chief Investment Officer of Equities, and Jon Eggins, a Senior Portfolio Manager, have primaryresponsibility for the management of the Fund. Mr. Barber and Mr. Eggins have managed the Fund since February 2015.








Taxes

Provided that the Funds and Separate Accounts of Insurance Companies investing in the Funds satisfy applicable taxrequirements, the Funds generally will not be subject to federal tax. Special tax rules apply to Insurance Companies,

5

RIF-23

variable annuity contracts and variable life insurance contracts. For a discussion of the taxation of life insurancecompanies and the Separate Accounts, as well as the tax treatment of the Policies and the holders thereof, see thediscussion regarding “Federal Tax Considerations” included in the prospectus for the Policies.




6

RIF-24

[THIS PAGE INTENTIONALLY LEFT BLANK.]

7RIF-25

36-08-283 (0518)

RIF-26

SUMMARY PROSPECTUS

STRATEGIC BOND FUND

May 1, 2018


Ticker: RIFDX


The Fund seeks to provide total return.




None



Example




$69 $215 $375 $838

Portfolio Turnover


1

RIF-27



The Fund has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its netassets plus borrowings for investment purposes in bonds.

Russell Investment Management, LLC (“RIM”) provides or oversees the provision of all investment advisory andportfolio management services for the Fund. The Fund’s assets are managed by RIM and multiple money managersunaffiliated with RIM pursuant to a multi-manager approach. RIM manages assets not allocated to money managerstrategies and utilizes quantitative and/or rules-based processes and qualitative analysis to assess Fund characteristics andinvest in securities and instruments which provide the desired exposures. RIM may use strategies based on indexes. RIMalso manages the Fund’s cash balances.

The Fund may invest in mortgage related securities, including mortgage-backed securities. The Fund may also investin (1) U.S. and non-U.S. corporate debt securities, (2) Yankee Bonds (dollar-denominated obligations issued in the U.S.by non-U.S. banks and corporations), (3) fixed income securities issued or guaranteed by the U.S. government, non-U.S.governments, or by any U.S. government or non-U.S. government agency or instrumentality and (4) asset-backedsecurities. The Fund may invest in debt securities that are rated below investment grade (commonly referred to as“high-yield” or “junk bonds”). The Fund may invest in currency futures and options on futures, forward currencycontracts, currency swaps and currency options for speculative purposes or to seek to protect a portion of its investmentsagainst adverse currency exchange rate changes. The Fund may invest in derivative instruments and may use derivativesto take both long and short positions. The Fund’s use of derivatives may cause the Fund’s investment returns to beimpacted by the performance of securities the Fund does not own and result in the Fund’s total investment exposureexceeding the value of its portfolio. The duration of the Fund’s portfolio will typically be within one year of the durationof the Bloomberg Barclays U.S. Aggregate Bond Index, but may vary up to two years from the Index’s duration. Aportion of the Fund’s net assets may be illiquid. The Fund may invest in variable and floating rate securities. The Fundmay purchase loans and other direct indebtedness, including bank loans (also called “leveraged loans”). The Fund mayinvest in non-U.S. debt securities, including developed and emerging market debt securities, some of which may benon-U.S. dollar denominated. The Fund considers the following countries to have developed markets: Australia, Austria,Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, theNetherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and theUnited States. As a general rule, the Fund considers emerging market countries to include every other country. The Fundmay enter into repurchase agreements. The Fund may invest in commercial paper, including asset-backed commercialpaper. The Fund may engage in active and frequent trading of portfolio securities to achieve its principal investmentstrategies. The Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. The Fund usually, but notalways, exposes a portion of its cash to changes in interest rates or market/sector returns by purchasing fixed incomesecurities and/or derivatives, which typically include exchange traded fixed income futures contracts, to be announced(“TBA”) securities and swaps. Please refer to the “Investment Objective and Investment Strategies” section in the Fund’sProspectus for further information.





2

RIF-28



• Fixed Income Securities. Prices of fixed income securities generally rise and fall in response to, among otherthings, interest rate changes. Volatility in interest rates and in fixed income markets may increase the risk that theFund’s investments in fixed income securities could lose money. In addition, the Fund could lose money if theissuer or guarantor of a fixed income security or other issuer of credit support is unable or unwilling to maketimely principal and/or interest payments, or to otherwise honor its obligations. Fixed income securities may bedowngraded in credit rating or go into default.

• Non-Investment Grade Debt Securities (“High Yield” or “Junk Bonds”). Non-investment grade debt securitiesinvolve higher volatility and higher risk of default than investment grade bonds.

• U.S. and Non-U.S. Corporate Debt Securities Risk. Investments in U.S. and non-U.S. corporate debt securities aresubject to interest rate risk and market risk, and are affected by perceptions of the creditworthiness and businessprospects of individual issuers. Non-U.S. corporate debt securities may expose the Fund to greater risk thaninvestments in U.S. corporate debt securities.

• Bank Obligations. The banking industry may be particularly susceptible to certain economic factors such as interestrate changes, adverse developments in the real estate market, fiscal and monetary policy and general economiccycles. The banking industry may also be impacted by legal and regulatory developments.

• Government Issued or Guaranteed Securities, U.S. Government Securities. Bonds issued or guaranteed by agovernment are subject to inflation risk, price depreciation risk and default risk.

• Money Market Securities (Including Commercial Paper). Prices of money market securities generally rise and fallin response to interest rate changes.

• Asset-Backed Commercial Paper. Investment in asset-backed commercial paper is subject to the risk thatinsufficient proceeds from the projected cash flows of the contributed receivables are available to repay thecommercial paper.

• Variable and Floating Rate Securities Risk. Variable and floating rate securities generally are less sensitive tointerest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interestrates in general.

• Mortgage-Backed Securities. Mortgage-backed securities may be affected by, among other things, changes orperceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originatorof the mortgage, or the quality of the underlying assets. The underlying assets may default or decline in quality orvalue.

• Asset-Backed Securities. Payment of principal and interest on asset-backed securities may be largely dependentupon the cash flows generated by the assets backing the securities and asset-backed securities may not have thebenefit of any security interest in the related assets.

• Loans and Other Direct Indebtedness. Loans and other direct indebtedness involve the risk that payment ofprincipal, interest and other amounts due in connection with these investments may not be received. The highlyleveraged nature of many such loans, including bank loans, and other direct indebtedness may make such loansand other direct indebtedness especially vulnerable to adverse changes in economic or market conditions and/orchanges in the financial condition of the debtor. Investments in bank loans are typically subject to the risks offloating rate securities.

• Repurchase Agreements. Repurchase agreements are subject to the risk that the sellers may not be able to pay theagreed-upon repurchase price on the repurchase date.

3

RIF-29



• Yankee Bonds and Yankee CDs. Issuers of Yankee Bonds and Yankee CDs are not necessarily subject to the sameregulatory requirements that apply to U.S. corporations and banks.




• Illiquid Securities. An illiquid security may be difficult to sell quickly and at a fair price, which could cause theFund to realize a loss on the security if it was sold at a lower price than that at which it had been valued.


• High Portfolio Turnover Risk. The Fund may engage in active and frequent trading, which may result in higherportfolio turnover rates, higher transaction costs and realization of short-term capital gains that will generally betaxable to shareholders as ordinary income.




4

RIF-30

Performance


The table accompanying the bar chart further illustrates the risks of investing in the Fund by showing how theFund’s average annual total returns for the periods shown compare with the index returns that measure broad marketperformance.



-5.00%

0.00%

5.00%

10.00%

15.00%

20.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(3.57)%

15.81%

10.02%

4.68%

8.38%

(1.45)%

5.45%

(0.14)%

3.10% 3.86%




Strategic Bond Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.86% 2.13% 4.47%Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees,expenses or taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.54% 2.10% 4.01%

Management

Investment Adviser


• Colchester Global Investors Limited • Schroder Investment Management North America Inc.

• Insight Investment International Limited (formerly,Pareto Investment Management Limited)

• Scout Investments, Inc.

• Logan Circle Partners, L.P. • Western Asset Management Company and WesternAsset Management Company Limited

Portfolio Manager

Keith Brakebill, a Senior Portfolio Manager, has primary responsibility for the management of the Fund. Mr.Brakebill has managed the Fund since August 2011.



Each insurance company (“Insurance Company”) places orders for its accounts (“Separate Account”) which hold theinterests of each variable insurance product (“Policy”) owner based on, among other things, the amount of premiumpayments to be invested pursuant to such Policies. Individuals may not place orders directly with Russell InvestmentFunds (“RIF”) or the Funds. See the prospectus of the Separate Account and Policies of the Insurance Company for more

5

RIF-31

information on the purchase of Fund Shares and with respect to the availability for investment in specific Funds. TheFunds do not issue share certificates. Any minimum or subsequent investment requirements are governed by theapplicable Policy through which you invest.





Taxes





6

RIF-32

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7RIF-33

36-08-284 (0518)

RIF-34

SUMMARY PROSPECTUS

LifePoints®

Funds Variable Target Portfolio Series

MODERATE STRATEGY FUND

May 1, 2018


Ticker: RIFGX

Investment Objective

The Fund seeks to provide current income and moderate long term capital appreciation.




None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of yourinvestment)#

Advisory Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.20%Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.15%Acquired (Underlying) Fund Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.74%Total Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.09%Less Fee Waivers and Expense Reimbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.21)%Net Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.88%

# “Total Annual Fund Operating Expenses” and “Net Annual Fund Operating Expenses” have been restated to reflect the proportionate share of theexpenses of the Underlying Funds in which the Fund invests.Until April 30, 2019, RIM has contractually agreed to waive up to the full amount of its 0.20% advisory fee and then to reimburse the Fund forother direct Fund-level expenses to the extent that direct Fund-level expenses exceed 0.14% of the average daily net assets of the Fund on anannual basis. Direct Fund-level expenses do not include extraordinary expenses or the expenses of other investment companies in which the Fundinvests, including the Underlying Funds, which are borne indirectly by the Fund. This waiver and reimbursement may not be terminated duringthe relevant period except with Board approval.

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Example


The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of yourShares at the end of those periods. The example also assumes your investment has a 5% return each year and thatoperating expenses remain the same (taking into account fee waivers/reimbursements in year 1 only). This example doesnot reflect any Insurance Company Separate Account or Policy charges. If it did, the costs shown would have beenhigher. Although your actual costs may be higher or lower, under these assumptions your costs would be:


$90 $326 $581 $1,310

Portfolio Turnover

The Fund pays no transaction costs or commissions when it buys and sells Shares of the Underlying Funds. TheUnderlying Funds pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” theirportfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs affect the Underlying Funds’performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 20% of the average value of itsportfolio. Portfolio turnover rates for the Underlying Funds are available in the Prospectus for the Underlying Funds.



The Fund is a “fund of funds,” which seeks to achieve its objective by investing principally in a combination ofseveral other Russell Investment Funds (“RIF”) funds or Russell Investment Company (“RIC”) funds (the “UnderlyingFunds”). RIC is a registered investment company that has the same investment adviser as RIF. Russell InvestmentManagement, LLC (“RIM”), the Fund’s investment adviser, intends the Fund’s strategy of investing in a combination ofUnderlying Funds to result in investment diversification that an investor could otherwise achieve only by holdingnumerous individual investments. The Fund’s approximate target strategic allocation as of May 1, 2018 is 29.5% toequity, 53% to fixed income, 10% to multi-asset and 7.5% to alternative asset classes. As a result of its investments in theUnderlying Funds, the Fund indirectly invests principally in U.S. and non-U.S. equity and fixed income securities andderivatives. Alternative Underlying Funds pursue investment strategies that differ from those of traditional broad marketequity or fixed income funds. The Underlying Funds employ a multi-manager approach whereby most assets of theUnderlying Funds are allocated to different unaffiliated money managers. RIM considers this Fund to be a “moderate”fund due to its investment objective and asset allocation to fixed income and equity Underlying Funds. In addition toinvesting in the Underlying Funds, RIM may seek to actively manage the Fund’s overall exposures (such as asset class,currency, capitalization size, industry, sector, region, credit exposure, country risk, yield curve positioning or interest rates)by investing in derivatives, including futures, options, forwards and swaps, that RIM believes will achieve the desiredexposures for the Fund. The Fund may hold cash in connection with these investments. The Fund usually, but not always,pursues a strategy of being fully invested by exposing its cash to the performance of segments of the global equity marketby purchasing index futures contracts (also known as “equitization”).

RIM may modify the target allocation for any Fund, including changes to the Underlying Funds in which a Fundinvests, from time to time. RIM’s allocation decisions are generally based on RIM’s outlook on the business andeconomic cycle, relative market valuations and market sentiment. A Fund’s actual allocation may vary from the targetstrategic asset allocation at any point in time (1) due to market movements, (2) by up to +/- 5% at the equity, fixedincome, multi-asset or alternative category level based on RIM’s capital markets research, and/or (3) due to theimplementation over a period of time of a change to the target strategic asset allocation including the addition of a newUnderlying Fund. There may be no changes in the asset allocation or to the Underlying Funds in a given year or suchchanges may be made one or more times in a year. The Fund’s target strategic asset allocation, range of variance from thetarget strategic asset allocation and the Underlying Funds in which the Fund may invest may be changed from time totime without shareholder notice or approval.

Please refer to the “Investment Objective and Investment Strategies” section in the Fund’s Prospectus for furtherinformation.

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• Investing in Affiliated Underlying Funds. The assets of the Fund are invested principally in Shares of theUnderlying Funds, and the investment performance of the Fund is directly related to the investment performanceof the Underlying Funds in which it invests. RIM is the investment adviser for both the Fund and the UnderlyingFunds and may be deemed to have a conflict of interest in determining the allocation of the Fund to theUnderlying Funds.

• Asset Allocation. Neither the Fund nor RIM can offer any assurance that the asset allocation of the Fund willeither maximize returns or minimize risks. Nor can the Fund or RIM offer assurance that a recommendedallocation will be the appropriate allocation in all circumstances for every investor. The value of your investmentmay decrease if RIM’s judgment about the attractiveness, value or market trends affecting a particular asset class,investment style or Underlying Fund is incorrect. Asset allocation decisions might also result in the Fund havingmore exposure, indirectly through its investments in the Underlying Funds, to asset classes, countries or regions, orindustries or groups of industries that underperform.

The Fund is exposed to the same risks as the Underlying Funds in direct proportion to the allocation of its assetsamong the Underlying Funds. The following are the principal risks associated with investing in the Underlying Funds,which are also principal risks of investing in the Fund as a result of its investment in the Underlying Funds. In addition,certain principal risks associated with investing in the Underlying Funds and, indirectly, the Fund are also principal risksassociated with investing in the Fund due to RIM’s active management of the Fund’s overall exposures.

• Active Management. Despite strategies designed to achieve the Fund’s and/or an Underlying Fund’s investmentobjective, the value of investments will change with market conditions, and so will the value of any investment inthe Fund and/or Underlying Funds and you could lose money. The securities selected for the Fund’s and/or anUnderlying Fund’s portfolio may not perform as RIM or the Underlying Fund’s money managers expectAdditionally, securities selected may cause the Fund and/or an Underlying Fund to underperform relative to otherfunds with similar investment objectives and strategies. There is no guarantee that RIM will effectively assess theFund’s and/or an Underlying Fund’s portfolio characteristics and it is possible that its judgments regarding theFund’s and/or an Underlying Fund’s exposures may prove incorrect. In addition, actions taken to actively manageoverall Fund and/or Underlying Fund exposures, including risk, may be ineffective and/or cause the Fund and/orUnderlying Fund to underperform.


• Index-Based Investing. Index-based strategies, which may be used to actively manage a Fund’s and/or anUnderlying Fund’s overall exposures, may cause the Fund’s and/or an Underlying Fund’s returns to be lower thanif the Fund and/or an Underlying Fund employed a fundamental investment approach to security selection withrespect to that portion of its portfolio. Additionally, index-based strategies are subject to “tracking error” risk,which is the risk that the performance of the portion of the Fund’s and/or an Underlying Fund’s portfolio utilizingan index-based strategy will differ from the performance of the index it seeks to track.

• Non-Discretionary Implementation Risk. With respect to the portion of an Underlying Fund that is managedpursuant to model portfolios provided by non-discretionary money managers, it is expected that trades will beeffected on a periodic basis and therefore less frequently than would typically be the case if discretionary moneymanagers were employed. Given that values of investments change with market conditions, this could cause anUnderlying Fund’s return to be lower than if the Underlying Fund employed discretionary money managers withrespect to that portion of its portfolio.

• Quantitative Investing. Quantitative inputs and models use historical company, economic and/or industry data toevaluate prospective investments or to generate forecasts which could result in incorrect assessments of the specificportfolio characteristics or ineffective adjustments to the Fund’s and/or an Underlying Fund’s overall exposures.Securities selected using quantitative analysis may perform differently than analysis of their historical trends wouldsuggest. Inputs or models may be flawed or not work as anticipated and may cause the Fund and/or an UnderlyingFund to underperform other funds with similar investment objectives and strategies.

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• Equity Securities. The value of equity securities will rise and fall in response to the activities of the company thatissued them, general market conditions and/or economic conditions. Investments in small and mediumcapitalization companies may involve greater risks because these companies generally have narrower markets,more limited managerial and financial resources and a less diversified product offering than larger, moreestablished companies. Small and some medium capitalization stocks may also be thinly traded, and thus, difficultto buy and sell in the market. Investments in preferred stocks are subject to the risks of common stocks, as well asthe risk that interest rates will rise and make the fixed dividend feature, if any, less appealing to investors resultingin a decline in price. In rising markets, defensive stocks are likely to underperform growth, value and dynamicstocks and the relative performance of stocks selected pursuant to a defensive style may fluctuate over time.Dynamic stocks have higher than average stock price volatility and may experience sharp declines in value.

• Convertible Securities. Convertible securities are subject to both the credit and interest rate risks associated withfixed income securities and to the market risk associated with common stock. Contingent convertible securitiesgenerally provide for mandatory conversion into common stock of the issuer under certain circumstances, andtherefore are subject to the risk an Underlying Fund could experience a reduced income rate and a worsenedstanding in the case of an issuer’s insolvency.

• Fixed Income Securities. Prices of fixed income securities generally rise and fall in response to, among otherthings, interest rate changes. Volatility in interest rates and in fixed income markets may increase the risk that anUnderlying Fund’s investments in fixed income securities could lose money. In addition, an Underlying Fund couldlose money if the issuer or guarantor of a fixed income security or other issuer of credit support is unable orunwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Fixed incomesecurities may be downgraded in credit rating or go into default.


• U.S. and Non-U.S. Corporate Debt Securities Risk. Investments in U.S. and non-U.S. corporate debt securities aresubject to interest rate risk and market risk, and are affected by perceptions of the creditworthiness and businessprospects of individual issuers. Non-U.S. corporate debt securities may expose an Underlying Fund to greater riskthan investments in U.S. corporate debt securities.








• Puts, Stand-by Commitments and Demand Notes. The ability of an Underlying Fund to exercise a put or stand-bycommitment may depend on the seller’s ability to purchase the securities at the time the put or stand-bycommitment is exercised or on certain restrictions in the buy back arrangement. If there is a shortfall in theanticipated proceeds from demand notes, including variable rate demand notes, the notes may not be fully repaidand an Underlying Fund may lose money.

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• Currency Risk. Non-U.S. securities that trade in, and receive revenues in, non-U.S. currencies are subject to therisk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, thatthe U.S. dollar will decline in value relative to the currency being hedged. As a result, investments in non-U.S.dollar-denominated securities and currencies may reduce the returns of the Fund and/or an Underlying Fund.

• Synthetic Foreign Equity/Fixed Income Securities. Investments in these instruments involve the risk that the issuerof the instrument may default on its obligation to deliver the underlying security or its value. These instrumentsmay also be subject to liquidity risk, foreign risk and currency risk. In addition, the exercise or settlement datemay be affected by certain market disruption events which could cause the local access products to becomeworthless if the events continue for a period of time.


• Derivatives. Investments in a derivative instrument could lose more than the initial amount invested. Compared toconventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations inmarket prices and thus the Fund’s and/or an Underlying Fund’s losses may be greater if it invests in derivativesthan if it invests only in conventional securities. The use of derivative instruments involves risks different from,and possibly greater than, the risks associated with investing directly in equity or fixed income securities,currencies or other instruments. Derivatives are subject to a number of risks such as leveraging risk, liquidity risk,market risk, credit risk, default risk, counterparty risk (the risk that the other party in an agreement will fail toperform its obligations) and management risk. They also involve the risk of mispricing or improper valuation andthe risk that changes in the value of the derivative instrument may not correlate exactly with the change in thevalue of the underlying asset, rate or index.


• Short Sales Risk. A short sale will result in a loss if the price of the security sold short increases between the dateof the short sale and the date on which the borrowed security must be returned. Short sales may give rise to aform of leverage. Leverage tends to exaggerate the effect of any increase or decrease in the value of portfoliosecurities. Short sales have the potential for unlimited loss.

• Securities of Other Investment Companies. Investments in other investment companies expose shareholders to theexpenses and risks associated with the investments of an Underlying Fund as well as to the expenses and risks ofthe underlying investment companies.


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• Commodity Risk. Exposure to the commodities markets may subject an Underlying Fund to greater volatility thaninvestments in traditional securities, particularly if the investments involve leverage. The value ofcommodity-linked derivative instruments may be affected by changes in overall market movements, commodityindex volatility, changes in interest rates or factors affecting a particular industry or commodity and internationaleconomic, political and regulatory developments. The use of leveraged commodity-linked derivatives creates anopportunity for increased return, but also creates the possibility for a greater loss.


• Infrastructure Companies. Infrastructure companies are subject to the risk that: the potential for realized revenuevolumes is significantly lower than projected and/or cost overruns; the nature of the concession fundamentallychanges during the life of the project (e.g., the state sponsor alters the terms); macroeconomic factors such as lowGDP growth or high nominal interest rates raise the average cost of funding; government regulation may affectrates charged to customers; government budgetary constraints impact projects; special tariffs are imposed; andchanges in tax laws, regulatory policies or accounting standards could be unfavorable. Other risks includeenvironmental damage due to a company’s operations or an accident, changes in market sentiment towardsinfrastructure and terrorist acts.

• Master Limited Partnerships (“MLPs”). Investing in MLPs involves certain risks related to investing in theunderlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs that concentrate in aparticular industry or a particular geographic region are subject to risks associated with such industry or region.The benefit derived from an Underlying Fund’s investment in MLPs is largely dependent on the MLPs beingtreated as partnerships for federal income tax purposes.

• Illiquid Securities. An illiquid security may be difficult to sell quickly and at a fair price, which could cause anUnderlying Fund to realize a loss on the security if it was sold at a lower price than that at which it had beenvalued.


• High Portfolio Turnover Risk. Certain Underlying Funds may engage in active and frequent trading, which mayresult in higher portfolio turnover rates, higher transaction costs and realization of short-term capital gains that willgenerally be taxable to shareholders as ordinary income.

• Large Redemptions. Certain Underlying Funds are used as investments for certain funds of funds and in assetallocation programs and may have a large percentage of their Shares owned by such funds or held in suchprograms. Large redemption activity could result in an Underlying Fund incurring additional costs and beingforced to sell portfolio securities at a loss to meet redemptions.

• Global Financial Markets Risk. Global economies and financial markets are becoming increasingly interconnectedand conditions (including recent volatility and instability) and events (including natural disasters) in one country,region or financial market may adversely impact issuers in a different country, region or financial market. Inaddition, governmental and quasi-governmental organizations have taken a number of unprecedented actionsdesigned to support the markets. Such events and conditions may adversely affect the value of the Fund’s and/oran Underlying Fund’s securities, result in greater market or liquidity risk or cause difficulty valuing the Fund’sand/or an Underlying Fund’s portfolio instruments or achieving the Fund’s and/or an Underlying Fund’s objective.

The officers and Trustees of the Fund currently serve as officers and Trustees of the Underlying Funds. RIMcurrently serves as investment manager of the Fund and Underlying Funds. Therefore, conflicts may arise as thosepersons and RIM fulfill their fiduciary responsibilities to the Fund and to the Underlying Funds.


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Performance

The following bar chart illustrates the risks of investing in the Fund by showing the performance of the Fund sincethe beginning of the Fund’s operation. The highest and lowest returns for a full quarter during the periods shown in thebar chart are set forth next to the bar chart. The performance results shown in this section do not reflect any InsuranceCompany Separate Account or Policy charges. Those charges, if included, would have reduced the performance resultsshown in this section.

The table accompanying the bar chart further illustrates the risks of investing in the Fund by showing how theFund’s average annual total returns for the periods shown compare with index returns that measure broad marketperformance. The Fund is a fund of funds that invests in a variety of asset classes. Therefore, no single index provides anappropriate basis for comparison. For reference purposes, the indexes presented in the chart below have characteristicsthat represent the largest of these asset classes.



-20.00%

-10.00%

0.00%

10.00%

20.00%

30.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(19.97)%

22.45%

12.62%

0.12%

11.07%6.79% 4.85%

(1.71)%

7.75% 9.88%




Moderate Strategy Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.88% 5.44% 4.81%Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees,expenses or taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.54% 2.10% 4.01%Russell 1000® Index (reflects no deduction for fees, expenses or taxes) . . . . . . . . . . . 21.69% 15.71% 8.59%


®


Management

Investment Adviser

RIM is the investment adviser of the Fund and the Underlying Funds.

Portfolio Managers

Rob Balkema, a Senior Portfolio Manager, and Brian Meath, Chief Investment Officer of Multi-Asset Solutions, haveprimary responsibility for the management of the Fund. Mr. Balkema and Mr. Meath have managed the Fund sinceDecember 2014.



Each insurance company (“Insurance Company”) places orders for its accounts (“Separate Account”) which hold theinterests of each variable insurance product (“Policy”) owner based on, among other things, the amount of premiumpayments to be invested pursuant to such Policies. Individuals may not place orders directly with Russell Investment

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Funds (“RIF”) or the Funds. See the prospectus of the Separate Account and Policies of the Insurance Company for moreinformation on the purchase of Fund Shares and with respect to the availability for investment in specific Funds. TheFunds do not issue share certificates. Any minimum or subsequent investment requirements are governed by theapplicable Policy through which you invest.





Taxes





8 36-08-286 (0518)

RLP-8

SUMMARY PROSPECTUS

LifePoints®


BALANCED STRATEGY FUND

May 1, 2018


Ticker: RIFHX


The Fund seeks to provide above average long term capital appreciation and a moderate level of current income.




None




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Example




$102 $355 $627 $1,405

Portfolio Turnover




The Fund is a “fund of funds,” which seeks to achieve its objective by investing principally in a combination ofseveral other Russell Investment Funds (“RIF”) funds or Russell Investment Company (“RIC”) funds (the “UnderlyingFunds”). RIC is a registered investment company that has the same investment adviser as RIF. Russell InvestmentManagement, LLC (“RIM”), the Fund’s investment adviser, intends the Fund’s strategy of investing in a combination ofUnderlying Funds to result in investment diversification that an investor could otherwise achieve only by holdingnumerous individual investments. The Fund’s approximate target strategic allocation as of May 1, 2018 is 51% to equity,38% to fixed income, 4% to multi-asset and 7% to alternative asset classes. As a result of its investments in theUnderlying Funds, the Fund indirectly invests principally in U.S. and non-U.S. equity and fixed income securities andderivatives. Alternative Underlying Funds pursue investment strategies that differ from those of traditional broad marketequity or fixed income funds. The Underlying Funds employ a multi-manager approach whereby most assets of theUnderlying Funds are allocated to different unaffiliated money managers. RIM considers this Fund to be a “balanced”fund due to its investment objective and asset allocation to equity and fixed income Underlying Funds. In addition toinvesting in the Underlying Funds, RIM may seek to actively manage the Fund’s overall exposures (such as asset class,currency, capitalization size, industry, sector, region, credit exposure, country risk, yield curve positioning or interest rates)by investing in derivatives, including futures, options, forwards and swaps, that RIM believes will achieve the desiredexposures for the Fund. The Fund may hold cash in connection with these investments. The Fund usually, but not always,pursues a strategy of being fully invested by exposing its cash to the performance of segments of the global equity marketby purchasing index futures contracts (also known as “equitization”).



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• Puts, Stand-by Commitments and Demand Notes. The ability of an Underlying Fund to exercise a put or stand-bycommitment may depend on the seller’s ability to purchase the securities at the time the put or stand-bycommitment is exercised or on certain restrictions in the buy back arrangement. If there is a shortfall in theanticipated proceeds from demand notes, including variable rate demand notes, the notes may not be fully repaidand an Underlying Fund may lose money.

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Performance





-30.00%

-20.00%

-10.00%

0.00%

10.00%

20.00%

30.00%

40.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(27.27)%

25.49%

14.06%

(2.40)%

12.95% 12.43%

4.61%(2.30)%

9.05% 12.00%




Balanced Strategy Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.00% 7.01% 4.88%Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees,expenses or taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.54% 2.10% 4.01%Russell 1000® Index (reflects no deduction for fees, expenses or taxes) . . . . . . . . . . . 21.69% 15.71% 8.59%MSCI World ex USA Index (net of tax on dividends from foreign holdings)(reflects no deduction for fees or expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.21% 7.46% 1.87%


®


Management

Investment Adviser


Portfolio Managers


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Taxes





8 36-08-287 (0518)

RLP-16

SUMMARY PROSPECTUS

LifePoints®


GROWTH STRATEGY FUND

May 1, 2018


Ticker: RIFIX


The Fund seeks to provide high long term capital appreciation, and as a secondary objective, current income.




None




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Example




$109 $377 $665 $1,485

Portfolio Turnover




The Fund is a “fund of funds,” which seeks to achieve its objective by investing principally in a combination ofseveral other Russell Investment Funds (“RIF”) funds or Russell Investment Company (“RIC”) funds (the “UnderlyingFunds”). RIC is a registered investment company that has the same investment adviser as RIF. Russell InvestmentManagement, LLC (“RIM”), the Fund’s investment adviser, intends the Fund’s strategy of investing in a combination ofUnderlying Funds to result in investment diversification that an investor could otherwise achieve only by holdingnumerous individual investments. The Fund’s approximate target strategic allocation as of May 1, 2018 is 70% to equity,22% to fixed income and 8% to alternative asset classes. As a result of its investments in the Underlying Funds, the Fundindirectly invests principally in U.S. and non-U.S. equity and fixed income securities and derivatives. AlternativeUnderlying Funds pursue investment strategies that differ from those of traditional broad market equity or fixed incomefunds. The Underlying Funds employ a multi-manager approach whereby most assets of the Underlying Funds areallocated to different unaffiliated money managers. RIM considers this Fund to be a “growth” fund due to its investmentobjective and asset allocation to equity and alternative Underlying Funds. In addition to investing in the UnderlyingFunds, RIM may seek to actively manage the Fund’s overall exposures (such as asset class, currency, capitalization size,industry, sector, region, credit exposure, country risk, yield curve positioning or interest rates) by investing in derivatives,including futures, options, forwards and swaps, that RIM believes will achieve the desired exposures for the Fund. TheFund may hold cash in connection with these investments. The Fund usually, but not always, pursues a strategy of beingfully invested by exposing its cash to the performance of segments of the global equity market by purchasing indexfutures contracts (also known as “equitization”).



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• Loans and Other Direct Indebtedness. Loans and other direct indebtedness involve the risk that payment ofprincipal, interest and other amounts due in connection with these investments may not be received. The highlyleveraged nature of many such loans, including bank loans, and other direct indebtedness may make such loans

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and other direct indebtedness especially vulnerable to adverse changes in economic or market conditions and/orchanges in the financial condition of the debtor. Investments in bank loans are typically subject to the risks offloating rate securities.












• Commodity Risk. Exposure to the commodities markets may subject an Underlying Fund to greater volatility thaninvestments in traditional securities, particularly if the investments involve leverage. The value of

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commodity-linked derivative instruments may be affected by changes in overall market movements, commodityindex volatility, changes in interest rates or factors affecting a particular industry or commodity and internationaleconomic, political and regulatory developments. The use of leveraged commodity-linked derivatives creates anopportunity for increased return, but also creates the possibility for a greater loss.











Performance


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-40.00%

-20.00%

0.00%

20.00%

40.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(34.30)%

28.59%

15.06%

(4.73)%

14.22% 16.56%

3.76%(3.31)%

9.73%15.65%




Growth Strategy Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.65% 8.21% 4.61%Russell 1000® Index (reflects no deduction for fees, expenses or taxes) . . . . . . . . . . . 21.69% 15.71% 8.59%Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees,expenses or taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.54% 2.10% 4.01%MSCI World ex USA Index (net of tax on dividends from foreign holdings)(reflects no deduction for fees or expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.21% 7.46% 1.87%


®


Management

Investment Adviser


Portfolio Managers





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Taxes





8 36-08-288 (0518)

RLP-24

SUMMARY PROSPECTUS

LifePoints®


EQUITY GROWTH STRATEGY FUND

May 1, 2018


Ticker: RIFJX


The Fund seeks to provide high long term capital appreciation.




None




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Example




$114 $416 $739 $1,656

Portfolio Turnover




The Fund is a “fund of funds,” which seeks to achieve its objective by investing principally in a combination ofseveral other Russell Investment Funds (“RIF”) funds or Russell Investment Company (“RIC”) funds (the “UnderlyingFunds”). RIC is a registered investment company that has the same investment adviser as RIF. Russell InvestmentManagement, LLC (“RIM”), the Fund’s investment adviser, intends the Fund’s strategy of investing in a combination ofUnderlying Funds to result in investment diversification that an investor could otherwise achieve only by holdingnumerous individual investments. The Fund’s approximate target strategic allocation as of May 1, 2018 is 85% to equity,7% to fixed income and 8% to alternative asset classes. As a result of its investments in the Underlying Funds, the Fundindirectly invests principally in U.S. and non-U.S. equity and fixed income securities and derivatives. AlternativeUnderlying Funds pursue investment strategies that differ from those of traditional broad market equity or fixed incomefunds. The Underlying Funds employ a multi-manager approach whereby most assets of the Underlying Funds areallocated to different unaffiliated money managers. RIM considers this Fund to be an “equity growth” fund due to itsinvestment objective and asset allocation to equity and alternative Underlying Funds. In addition to investing in theUnderlying Funds, RIM may seek to actively manage the Fund’s overall exposures (such as asset class, currency,capitalization size, industry, sector, region, credit exposure, country risk, yield curve positioning or interest rates) byinvesting in derivatives, including futures, options, forwards and swaps, that RIM believes will achieve the desiredexposures for the Fund. The Fund may hold cash in connection with these investments. The Fund usually, but not always,pursues a strategy of being fully invested by exposing its cash to the performance of segments of the global equity marketby purchasing index futures contracts (also known as “equitization”).

RIM may modify the target allocation for any Fund, including changes to the Underlying Funds in which a Fundinvests, from time to time. RIM’s allocation decisions are generally based on RIM’s outlook on the business andeconomic cycle, relative market valuations and market sentiment. A Fund’s actual allocation may vary from the targetstrategic asset allocation at any point in time (1) due to market movements, (2) by up to +/- 5% at the equity, fixedincome, multi-asset or alternative category level based on RIM’s capital markets research, and/or (3) due to theimplementation over a period of time of a change to the target strategic asset allocation including the addition of a newUnderlying Fund. There may be no changes in the asset allocation or to the Underlying Funds in a given year or suchchanges may be made one or more times in a year. The Fund’s target strategic asset allocation, range of variance from thetarget strategic asset allocation and the Underlying Funds in which the Fund may invest may be changed from time totime without shareholder notice or approval. The Fund has a non-fundamental policy to invest, under normalcircumstances, at least 80% of the value of its net assets plus borrowings for investment purposes in shares of equityUnderlying Funds. The Fund considers certain alternative Underlying Funds that invest predominantly in equity securitiesto be equity Underlying Funds for purposes of assessing compliance with this policy.

2

RLP-26











• Quantitative Investing. Quantitative inputs and models use historical company, economic and/or industry data toevaluate prospective investments or to generate forecasts which could result in incorrect assessments of the specificportfolio characteristics or ineffective adjustments to the Fund’s and/or an Underlying Fund’s overall exposures.

3

RLP-27

Securities selected using quantitative analysis may perform differently than analysis of their historical trends wouldsuggest. Inputs or models may be flawed or not work as anticipated and may cause the Fund and/or an UnderlyingFund to underperform other funds with similar investment objectives and strategies.













4

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5

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Performance




6

RLP-30


-60.00%

-40.00%

-20.00%

0.00%

20.00%

40.00%

60.00%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

(40.75)%

30.83%

15.09%

(6.22)%

15.68% 19.81%

3.48% (3.87)%10.85%

17.55%




Equity Growth Strategy Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.55% 9.20% 4.16%Russell 1000® Index (reflects no deduction for fees, expenses or taxes) . . . . . . . . . . 21.69% 15.71% 8.59%MSCI World ex USA Index (net of tax on dividends from foreign holdings)(reflects no deduction for fees or expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.21% 7.46% 1.87%


®


Management

Investment Adviser


Portfolio Managers








7

RLP-31


Taxes





8 36-08-289 (0518)

RLP-32

Credit Suisse Trust Commodity Return Strategy PortfolioBefore you invest, you may want to review the portfolio’s Prospectus, which contains more information about the portfolio and its risks. You canfind the portfolio’s Prospectus and other information about the portfolio online at www.credit-suisse.com/us/funds. You can also get thisinformation at no cost by calling 1 (877) 870-2874 or by sending an email request to [email protected]. The portfolio’s Prospectusand Statement of Additional Information, both dated May 1, 2018, as supplemented, along with the portfolio’s annual report to shareholders forthe fiscal year ended December 31, 2017, are incorporated by reference into this Summary Prospectus.

Investment ObjectiveThe portfolio seeks total return.

Fees and Portfolio ExpensesThe accompanying table describes the fees and expenses you may pay if you buy and hold shares of the portfolio. The fee table and the expenseexample do not reflect expenses incurred from investing through a variable contract or qualified plan and do not reflect variable annuity or lifeinsurance contract charges. If they did, the overall fees and expenses would be higher than those shown. Detailed information about the cost ofinvesting in the portfolio through a variable contract or qualified plan is presented in the contract prospectus through which the portfolio’s sharesare offered to you or in the plan documents or other informational materials supplied by plan sponsors.

1 The portfolio invests in Credit Suisse Cayman Commodity Fund II, Ltd., a wholly-owned subsidiary of the portfolio organized under the laws of the Cayman Islands (the “Subsidiary”). “Other Expenses” include expensesof both the portfolio and the Subsidiary.

2 Credit Suisse Trust (the “Trust”) and Credit Suisse Asset Management, LLC (“Credit Suisse”) have entered into a written contract limiting operating expenses to 1.05% of the portfolio’s average daily net assets at leastthrough May 1, 2019. This limit excludes certain expenses, including interest charges on fund borrowings, taxes, brokerage commissions, dealer spreads and other transaction charges, expenditures that are capitalizedin accordance with generally accepted accounting principles, acquired fund fees and expenses, short sale dividends, and extraordinary expenses (e.g., litigation and indemnification and any other costs and expensesthat may be approved by the Board of Trustees). The Trust is authorized to reimburse Credit Suisse for management fees previously limited and/or for expenses previously paid by Credit Suisse, provided, however, thatany reimbursements must be paid at a date not more than three years after the end of the fiscal year during which such fees were limited or expenses were paid by Credit Suisse and the reimbursements do not causethe portfolio to exceed the expense limitation in the contract at the time the fees were limited or expenses were paid. This contract may not be terminated before May 1, 2019.

ExampleThis example may help you compare the cost of investing in the portfolio with the cost of investing in other mutual funds. The example does notinclude expenses incurred from investing through a variable annuity or life insurance contract or qualified plan. If the example included theseexpenses, the figures shown would be higher.Assume you invest $10,000, the portfolio returns 5% annually, expense ratios remain the same and you close your account at the end of each ofthe time periods shown. Although your actual costs may be higher or lower, based on these assumptions, your cost would be:


Maximum sales charge (load) imposed on purchases N/A

Maximum deferred sales charge (load) N/A

Maximum sales charge (load) on reinvested distributions N/A

Redemption fees N/A

Exchange fees N/A

Annual Portfolio Operating Expenses (expenses that you pay as a percentage of the value of your investment)

Management fee 0.59%

Distribution and service (12b-1) fee 0.25%

Other expenses1 0.24%

Total annual portfolio operating expenses 1.08%

Less: amount of fee limitations/expense reimbursements2 0.03%

Total annual portfolio operating expenses after fee limitations/expense reimbursements 1.05%

Summary ProspectusMay 1, 2018

Ticker: CCRSX


$107 $340 $593 $1,314

CST-1

Portfolio TurnoverThe computation of the portfolio’s portfolio turnover rate for regulatory purposes excludes trades of derivatives and instruments with a maturityof one year or less. However, the portfolio expects to engage in frequent trading of derivatives, which could have tax consequences that impactshareholders, such as the realization of taxable short-term capital gains. In addition, the portfolio could incur transaction costs, such ascommissions, when it buys and sells securities and other instruments. Transaction costs, which are not reflected in annual portfolio operatingexpenses or in the example, affect the portfolio’s performance. During the fiscal year ended December 31, 2017, the portfolio’s portfolio turnoverrate was 94% of the average value of its portfolio.

Principal Investment StrategiesThe portfolio is designed to achieve positive total return relative to the performance of the Bloomberg Commodity Index Total Return (the “BCOMIndex”). The portfolio intends to invest its assets in a combination of commodity-linked derivative instruments and fixed income securities. Theportfolio gains exposure to commodities markets by investing through the Subsidiary and in structured notes linked to the BCOM Index, othercommodity indices, or the value of a particular commodity or commodity futures contract or subset of commodities or commodity futurescontracts. The value of these investments will rise or fall in response to changes in the underlying index or commodity.The portfolio may invest up to 25% of its total assets in the Credit Suisse Cayman Commodity Fund II, Ltd., a wholly-owned subsidiary of theportfolio organized under the laws of the Cayman Islands (the “Subsidiary”). The portfolio will invest in the Subsidiary primarily to gain exposureto the commodities markets within the limitations of the federal tax laws, rules and regulations that apply to registered investment companies.Generally, the Subsidiary will invest in commodity-linked derivative instruments, but it will also invest in fixed income instruments, including U.S.government securities, U.S. government agency securities, corporate bonds, debentures and notes, mortgage-backed and other asset-backedsecurities, event-linked bonds, loan participations, bank certificates of deposit, fixed time deposits, bankers’ acceptances, commercial paper andother short-term fixed income securities. The primary purpose of the fixed income instruments held by the Subsidiary will be to serve as collateralfor the Subsidiary’s derivative positions; however, these instruments are also expected to earn income for the Subsidiary.The portfolio invests in a portfolio of fixed income securities normally having an average duration of one year or less, and emphasizes investment-grade fixed income securities.

Principal Risks of Investing in the PortfolioA Word About RiskAll investments involve some level of risk. Simply defined, risk is the possibility that you will lose money or not make money.Principal risk factors for the portfolio are discussed below. Before you invest, please make sure you understand the risks that apply to the portfolio.As with any mutual fund, you could lose money over any period of time.The portfolio is not a complete investment program and should only form a small part of a diversified portfolio. At any time, the risk of lossassociated with a particular instrument in the portfolio’s portfolio may be significantly higher than 50% of the value of the investment. Investorsin the portfolio should be willing to assume the greater risks of potentially significant short-term share price fluctuations.Investments in the portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any othergovernment agency.

Commodity Exposure RisksThe portfolio’s and the Subsidiary’s investments in commodity-linked derivative instruments may subject the portfolio to greater volatility thaninvestments in traditional securities, particularly if the instruments involve leverage. The value of commodity-linked derivative instruments maybe affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particularindustry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatorydevelopments.Use of leveraged commodity-linked derivatives creates an opportunity for increased return but, at the same time, creates the possibility forgreater loss (including the likelihood of greater volatility of the portfolio’s net asset value), and there can be no assurance that the portfolio’s useof leverage will be successful.

Correlation RiskChanges in the value of a hedging instrument may not match those of the investment being hedged. In addition, certain of the portfolio’scommodity-linked derivative investments may result in the portfolio’s performance diverging from the BCOM Index, perhaps materially. Forexample, a structured note can be structured to limit the loss or the gain on the investment, which would result in the portfolio not participatingin declines or increases in the BCOM Index that exceed the limits.

Credit RiskThe issuer of a debt instrument or the counterparty to a contract, including derivatives contracts, may default or otherwise become unable tohonor a financial obligation. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also may affect the valueof the portfolio’s investment in that issuer.

Derivatives RiskDerivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. Theportfolio typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduceexposure to other risks, such as interest rate or currency risk. The portfolio also may use derivatives for leverage. The portfolio’s use of derivativeinstruments, particularly commodity-linked derivatives, involves risks different from, or possibly greater than, the risks associated with investingdirectly in securities and other traditional investments. Derivatives are subject to a number of risks described elsewhere in the Prospectus, such ascommodity exposure risks, correlation risk, liquidity risk, interest rate risk, market risk and credit risk. Also, suitable derivative transactions may notbe available in all circumstances and there can be no assurance that the portfolio will engage in these transactions to reduce exposure to other

2CST-2

3

risks when that would be beneficial. In December 2015, the SEC proposed a new rule to regulate the use of derivatives by registered investmentcompanies, such as the portfolio. If the new rule goes into effect, it could limit the ability of the portfolio to invest or remain invested in derivatives.

Exposure RiskThe risk associated with investments (such as derivatives) or practices (such as short selling) that increase the amount of money the portfoliocould gain or lose on an investment.• Hedged Exposure risk could multiply losses generated by a derivative or practice used for hedging purposes. Such losses should be

substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminategains.

• Speculative To the extent that a derivative or practice is not used as a hedge, the portfolio is directly exposed to its risks. Gains or losses fromspeculative positions in a derivative may be much greater than the derivative’s original cost. For example, potential losses from commodity-linked notes or swap agreements, from writing uncovered call options and from speculative short sales are unlimited.

Fixed Income RiskThe market value of fixed income investments will change in response to interest rate changes and other factors, such as changes in the effectivematurities and credit ratings of fixed income investments. During periods of falling interest rates, the values of outstanding fixed income securitiesand related financial instruments generally rise. Conversely, during periods of rising interest rates, the values of such securities and relatedfinancial instruments generally decline. Fixed income investments are also subject to credit risk.

Focus RiskThe portfolio will be exposed to the performance of commodities in the BCOM Index, which may from time to time have a small number ofcommodity sectors (e.g., energy, metals or agricultural) representing a large portion of the index. As a result, the portfolio may be subject togreater volatility than if the index were more broadly diversified among commodity sectors. If the portfolio is exposed to a significant extent to aparticular commodity or subset of commodities, the portfolio will be more exposed to the specific risks relating to such commodity orcommodities and will be subject to greater volatility than if it were more broadly diversified among commodity sectors.

Futures Contracts RiskThe risks associated with the portfolio’s use of futures contracts and swaps and structured notes that reference the price of futures contractsinclude the risk that: (i) changes in the price of a futures contract may not always track the changes in market value of the underlying referenceasset; (ii) trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in futures contracts;and (iii) if the portfolio has insufficient cash to meet margin requirements, the portfolio may need to sell other investments, including atdisadvantageous times.

Interest Rate RiskChanges in interest rates may cause a decline in the market value of an investment. With bonds and other fixed income instruments, a rise ininterest rates typically causes a fall in values, while a fall in interest rates typically causes a rise in values. The portfolio may be subject to a greaterrisk of rising interest rates due to the recent period of historically low rates and the effect of potential government fiscal policy initiatives andresulting market reaction to those initiatives. Generally, the longer the maturity or duration of a debt instrument, the greater the impact of achange in interest on the instrument’s value. In periods of market volatility, the market values of fixed income securities may be more sensitive tochanges in interest rates.

Leveraging RiskThe portfolio may invest in certain derivatives that provide leveraged exposure. The portfolio’s investment in these instruments generally requiresa small investment relative to the amount of investment exposure assumed. As a result, such investments may cause the portfolio to lose morethan the amount it invested in those instruments. The net asset value of the portfolio when employing leverage will be more volatile and sensitiveto market movements. Leverage may involve the creation of a liability that requires the portfolio to pay interest.

Liquidity RiskCertain portfolio holdings, such as commodity-linked notes and swaps, may be difficult or impossible to sell at the time and the price that theportfolio would like. The portfolio may have to lower the price, sell other holdings instead or forgo an investment opportunity. Any of these couldhave a negative effect on portfolio management or performance.

Market RiskThe market value of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as “volatility,”may cause an instrument to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, commodity, sectorof the economy, or the market as a whole. Market risk is common to most investments – including stocks, bonds and commodities, and the mutualfunds that invest in them.Bonds and other fixed income securities generally involve less market risk than stocks and commodities. The risk of bonds can vary significantlydepending upon factors such as issuer and maturity. The bonds of some companies may be riskier than the stocks of others.

Non-Diversified StatusThe portfolio is considered a non-diversified investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), andis permitted to invest a greater proportion of its assets in the securities of a smaller number of issuers. As a result, the portfolio may be subject togreater volatility with respect to its portfolio securities than a fund that is diversified.

Portfolio Turnover RiskThe portfolio expects to engage in frequent trading of derivatives. Active and frequent trading may lead to the realization and distribution toshareholders of higher short-term capital gains, which would increase their tax liability. Frequent trading also increases transaction costs, whichcould detract from the portfolio’s performance.

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4

Structured Note RiskThe value of a structured note will be influenced by time to maturity, level of supply and demand for the type of note, interest rate and marketvolatility, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the reference asset. In addition, theremay be a lag between a change in the value of the underlying reference asset and the value of the structured note.

Subsidiary RiskBy investing in the Subsidiary, the portfolio is indirectly exposed to the risks associated with the Subsidiary’s investments. The derivatives andother investments held by the Subsidiary are generally similar to those that are permitted to be held by the portfolio and are subject to the samerisks that apply to similar investments if held directly by the portfolio. These risks are described elsewhere in the Prospectus.The Subsidiary is not registered under the 1940 Act and, unless otherwise noted in the Prospectus, is not subject to all the investor protections ofthe 1940 Act. However, the portfolio wholly owns and controls the Subsidiary, and the portfolio and the Subsidiary are both managed by CreditSuisse, making it unlikely that the Subsidiary will take action contrary to the interests of the portfolio and its shareholders. The portfolio’s Boardof Trustees has oversight responsibility for the investment activities of the portfolio, including its investment in the Subsidiary, and the portfolio’srole as sole shareholder of the Subsidiary. The Subsidiary will be subject to the same investment restrictions and limitations, and follow the samecompliance policies and procedures, as the portfolio.Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the portfolio and/or the Subsidiary to continueto operate as it does currently and could adversely affect the portfolio.

Swap Agreements RiskSwap agreements involve the risk that the party with whom the portfolio has entered into the swap will default on its obligation to pay theportfolio and the risk that the portfolio will not be able to meet its obligations to pay the other party to the agreement.

Tax RiskIn order to qualify as a Regulated Investment Company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), the portfoliomust meet certain requirements regarding the source of its income, the diversification of its assets and the distribution of its income. The InternalRevenue Service (“IRS”) has issued a ruling that income realized directly from certain types of commodity-linked derivatives would not bequalifying income. As a result, the portfolio’s ability to realize income from direct investments in such commodity-linked derivatives as part of itsinvestment strategy would be limited to a maximum of 10% of its gross income. To comply with the ruling, the portfolio seeks to gain exposureto the commodity markets primarily through investments in the Subsidiary, which invests in commodity-linked swaps, commodity futures andother derivatives, and directly through investments in commodity index-linked notes. If the portfolio fails to qualify as a RIC, the portfolio will besubject to federal income tax on its net income at regular corporate rates (without reduction for distributions to shareholders). When distributed,that income also would be taxable to shareholders as an ordinary dividend to the extent attributable to the portfolio’s earnings and profits. If theportfolio were to fail to qualify as a RIC and became subject to federal income tax, shareholders of the portfolio would be subject to diminishedreturns. The portfolio anticipates treating income and gain from the Subsidiary and from commodity-linked notes as qualifying income.

U.S. Government Securities RiskObligations of U.S. government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faithand credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies andauthorities if it is not obligated by law to do so.

PerformanceThe accompanying bar chart and table provide an indication of the risks of investing in the portfolio. The bar chart shows you how portfolioperformance has varied from year to year for up to 10 years (if applicable). The table compares the portfolio’s performance over time to that of abroad-based securities market index. The table also compares the portfolio’s performance to the BCOM Index, which is currently composed offutures contracts on 22 physical commodities. The bar chart and table do not reflect additional charges and expenses which are, or may be,imposed under the variable contracts or plans; such charges and expenses are described in the prospectus of the insurance company separateaccount or in the plan documents or other informational materials supplied by plan sponsors. Inclusion of these charges would reduce the totalreturn for the periods shown. As with all mutual funds, past performance is not a prediction of future performance.The portfolio makes updated performance available at the portfolio’s website (www.credit-suisse.com/us/funds) or by calling Credit Suisse Fundsat 877-870-2874.

Best quarter: 16.74% (Q2 08)Worst quarter: -28.82% (Q4 08)Inception date: 2/28/06

20092008 201220112010 2013 2014 2015 2016 2017Year-by-Year Total Returns

-33.72%-12.65% -17.01%-10.27%-2.09%

16.66% 12.02% 1.52%19.48%

-25.10%

CST-4

ManagementInvestment manager: Credit Suisse Asset Management, LLC (“Credit Suisse”)Portfolio managers: The Credit Suisse Commodities Management Team is responsible for the day-to-day management of the portfolio. NelsonLouie and Christopher Burton, each a Managing Director of Credit Suisse, are the co-lead portfolio managers of the team and have been teammembers since August 2010 and the portfolio’s inception in February 2006, respectively.

Purchase and Sale of Portfolio SharesShares of the portfolio may be purchased or redeemed only through variable annuity contracts and variable life insurance policies offered by theseparate accounts of certain insurance companies or through tax-qualified pension and retirement plans. Shares of the portfolio may bepurchased and redeemed each day the New York Stock Exchange is open, at the portfolio’s net asset value determined after receipt of a requestin good order.The portfolio does not have any initial or subsequent investment minimums. However, your life insurance company, pension plan or retirementplan may impose investment minimums.

Tax InformationDistributions made by the portfolio to an insurance company separate account, and exchanges and redemptions of portfolio shares made by aseparate account, ordinarily do not cause the corresponding contract holder to recognize income or gain for federal income tax purposes. See theaccompanying contract prospectus for information regarding the federal income tax treatment of the distributions to separate accounts and theholders of the contracts.

Payments to BrokerDealers and Other Financial RepresentativesThe portfolio and its related companies may pay broker-dealers or other financial intermediaries (such as a bank or insurance company) for thesale of portfolio shares and related services. These payments may create a conflict of interest by influencing your broker-dealer or otherrepresentative or its employees or associated persons to recommend the portfolio over another investment. Ask your financial representative orvisit your financial representative’s website for more information.

Average Annual Total Returns

One Year Five Years Ten YearsPeriod Ended 12/31/17: 2017 2013-2017 2008-2017

Commodity Return Strategy Portfolio 1.52% -8.70% -6.68%

Bloomberg Commodity Index Total Return (Reflects no deductions for fees or expenses) 1.70% -8.45% -6.83%

Standard & Poor’s 500 Index (Reflects no deductions for fees or expenses) 21.83% 15.79% 8.50%

5CST-5

TRCRSSUMPRO0518Credit Suisse Asset Management, LLC. • One Madison Avenue • New York, NY 10010 • 877 870 2874

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[THIS PAGE INTENTIONALLY LEFT BLANK]

Business Continuity PlanNorthwestern Mutual Investment Services, LLC (“NMIS”) has a business continuity plan to provide for an orderly return to normal business operations after a significant disruption. Where necessary, NMIS has integrated its plan with the business continuity plan of its parent, The Northwestern Mutual Life Insurance Company, and plans of key third-party services providers.

While a catastrophic event may negatively impact our ability to continue to transact business, we have attempted to identify potential disruptions and methods to continue to operate in the event such disruptions occur. The strategy of NMIS’s business continuity plan is to take all reasonable and appropriate steps to protect our people, our infrastructure, the services provided to our customers, and the services provided to our field.

NMIS’s business continuity plan addresses: data back up and recovery; mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we were unable to continue our business.

The information below is intended as a synopsis of our business continuity plan. Since the timing and extent of significant business disruptions are by nature unpredictable, we have reserved flexibility in our plan to allow us to respond to tangible events in the manner we deem appropriate as they occur.

Contacting UsYour primary contact in the event of a significant business disruption affecting the home office is your financial representative. If your financial representative or the network office to which your financial representative is associated with experiences a significant business disruption, you can contact the home office at 1-866-664-7737. If a significant business disruption affects your ability to contact our home office please go to www.northwesternmutual.com for instructions on how to obtain information regarding your accounts.

Strategy by Disruption TypeThe strategy of NMIS’s business continuity plan is to address three scenarios in which a Northwestern Mutual campus is impacted by a local business disruption. The scenarios are (1) part or all of the Milwaukee, Wisconsin Campus disabled, (2) part or all of the Franklin, Wisconsin Campus disabled, and (3) significant portion of staff unable to work (for example, pandemic). In all scenarios, NMIS plans to continue business, transfer operations to our clearing firm, if necessary, and notify our clients through our web site or via the home office phone number which are both listed in the paragraph above. If the significant business disruption is so severe that it prevents NMIS from processing transactions, NMIS will take all necessary steps to assure our clients’ prompt access to their funds and securities.

Milwaukee Campus Only DisruptionIf NMIS loses the ability to perform business at part or all of the Milwaukee campus, the staff associated with the mission critical functions will be relocated to an established off-site location outside of the affected area. The firm expects to recover and resume business as soon as reasonably practical depending on the severity of the disruption.

Franklin Campus Only DisruptionIf NMIS loses the ability to perform business at part or all of the Franklin campus, the staff associated with the mission critical functions will be relocated to an established off-site location outside of the affected area. The firm expects to recover and resume business as soon as reasonably practical depending on the severity of the disruption.

Staff Only DisruptionIf a staff only disruption (for example, pandemic) was to occur at either the Milwaukee or Franklin campus, the firm will redirect the available staff, to service the critical and essential processes needed to keep the firm running with little impact. If necessary, certain key employees will work from an established remote location to assist in the recovery of business operations.

Changes and ModificationsThe firm may, from time to time, alter or revise the plan as necessary to support current business needs. Certain aspects of the plan are tested on a regular basis and updated as necessary. For a current copy of this notice, go to www.northwesternmutual.com and search business continuity or contact your Northwestern Mutual representative. If you have questions about our business continuity plan, please contact us at 1-866-664-7737.

SIPC DisclosureVariable insurance products are offered through Northwestern Mutual Investment Services, LLC (“NMIS”), a wholly owned subsidiary of The Northwestern Mutual Life Insurance Company. NMIS is a broker-dealer and investment adviser registered with the SEC and is a member of FINRA and SIPC. You may obtain information about SIPC, including the SIPC brochure, by contacting SIPC at 202-371-8300 or visiting its web site at www.sipc.org.

ComplaintsComplaints concerning Northwestern Mutual’s variable life insurance or variable annuity contracts may be directed to:

Variable Life Variable AnnuityNorthwestern Mutual Northwestern MutualPolicyowner Services Dept. Investment Client Services Dept.Variable Life Service Center P.O. Box 3223P.O. Box 3220 Milwaukee, WI 53202-3223Milwaukee, WI 53201-3220 888-455-2232866-424-2609

17-1418 (1107) (REV 0512) This page is not part of the Prospectus.

PRSRT STD US POSTAGE

PAIDNORTHWESTERN

MUTUALPO BOX 3095

MILWAUKEE WI 53201-3095

Northwestern Mutual is the marketing name for The Northwestern Mutual Life Insurance Company (NM), Milwaukee, WI (life and disability insurance, annuities, and life insurance with long-term care benefits) and its subsidiaries. Northwestern Long Term Care Insurance Company, Milwaukee, WI (long-term care insurance) is a subsidiary of NM.www.northwesternmutual.com

71-0049-09 (0107) (REV 0518)

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