Mason Street Funds Inc Sample Contracts

EXHIBIT (h)10
Administrative Services Agreement • September 16th, 2003 • Mason Street Funds Inc • New York
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EX-99.B9(c)
Administration Agreement • February 7th, 1997 • Mason Street Funds Inc
EX-99.B5(c)
Investment Sub-Advisory Agreement • February 7th, 1997 • Mason Street Funds Inc • Wisconsin
April 1, 1997 Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, WI 53202 RE: AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT BETWEEN MASON STREETFUNDS, INC. AND ROBERT W. BAIRD & CO. INCORPORATED DATED MARCH 31, 1997 Gentlemen: This...
Shareholder Services Agreement • June 30th, 1998 • Mason Street Funds Inc

This letter constitutes an agreement between Robert W. Baird & Co. Incorporated ("Baird"), a Wisconsin corporation, and Mason Street Funds, Inc. ("MSF"), a Maryland corporation, deleting the first two sentences of Section 2 of the Shareholder Services Agreement between Baird and MSF dated March 31, 1997, and replacing them with the following two sentences:

CLASS C SHARES
Distribution Agreement • November 14th, 2003 • Mason Street Funds Inc
CLASS C SHARES
Distribution Agreement • September 16th, 2003 • Mason Street Funds Inc
November 13, 2003 Mason Street Advisors, LLC 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Northwestern Mutual Investment Services, LLC 611 East...
Fee Waiver Agreement • November 14th, 2003 • Mason Street Funds Inc

This letter constitutes an agreement by and among Mason Street Advisors, LLC ("MSA"), The Northwestern Mutual Life Insurance Company ("NML"), Northwestern Mutual Investment Services, LLC ("NMIS") and Mason Street Funds, Inc. ("MSF") as follows:

Exhibit D
Investment Advisory Agreement • April 28th, 1999 • Mason Street Funds Inc
EX-99.B5(a)
Investment Advisory Agreement • December 6th, 1996 • Mason Street Funds Inc
EX-99.B8(b)
Custodian Agreement • March 5th, 1997 • Mason Street Funds Inc • New York
EXHIBIT D AMENDED
Investment Advisory Agreement • June 27th, 2003 • Mason Street Funds Inc
EX-99.B14(i)
401(k) Profit Sharing Plan Adoption Agreement • March 5th, 1997 • Mason Street Funds Inc
EX-99.B14(h)
Profit Sharing Plan Adoption Agreement • March 5th, 1997 • Mason Street Funds Inc
EXHIBIT G
Domestic Custody Agreement • April 28th, 1999 • Mason Street Funds Inc • New York
EX-99.B5(b)
Investment Sub-Advisory Agreement • February 7th, 1997 • Mason Street Funds Inc • New York
ARTICLE I DEFINITIONS
Master Agreement • April 28th, 1999 • Mason Street Funds Inc • Missouri
EXHIBIT L
Subscription Agreement • April 28th, 1999 • Mason Street Funds Inc

The Northwestern Mutual Life Insurance Company (the "Company") hereby subscribes for 2,000 shares of the capital stock of Mason Street Funds, Inc. ("MSF"), par value $.001 per share, consisting of 500 Class A and 500 Class B shares of each of two series of MSF: Small Cap Growth Stock Fund and Index 400 Stock Fund. The Company agrees to pay therefor, on the issuance of such stock, the sum of $10.00 per share of capital stock, in the total amount of $20,000, at such time as the President of MSF may, by notice, require but in no event later than July 12, 1999.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 7th, 1997 • Mason Street Funds Inc • Massachusetts
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EX-99.B14(a)
Prototype Non-Standard 401(k) Profit Sharing Plan Adoption Agreement • March 5th, 1997 • Mason Street Funds Inc
EX-99.B14(c)
Prototype Money Purchase Pension Plan Adoption Agreement • March 5th, 1997 • Mason Street Funds Inc
EXHIBIT (h)11
Trading and NSCC Fund/Serv Networking Agreement • September 16th, 2003 • Mason Street Funds Inc • New York
Exhibit (h)6 FUND AGREEMENT
Fund Agreement • July 22nd, 2005 • Mason Street Funds Inc • Ohio

This Agreement dated as of the day of , 2004 is made by and among Nationwide Financial Services, Inc., on behalf of its subsidiaries listed on Exhibit A (collectively “Nationwide”), and the current and any future Nationwide separate accounts (“Variable Accounts”) and the Nationwide trust accounts (“Trust Accounts”), and (“Adviser”), and (“Distributor”) (collectively “the Company”) which serves as adviser and distributor to the mutual funds (the “Funds”) listed on Exhibit B.

June 25, 1999 Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Northwestern Mutual Investment Services, Inc. 720...
Agreement to Waive Fees • June 25th, 1999 • Mason Street Funds Inc

This letter constitutes an agreement between Robert W. Baird & Co. Incorporated ("Baird"), The Northwestern Mutual Life Insurance Company ("NML"), Northwestern Mutual Investment Services, Inc. ("NMIS") and Mason Street Funds, Inc. ("MSF") by and between each of the parties hereto as follows:

Exhibit H (2)
Shareholder Services Agreement • June 28th, 2002 • Mason Street Funds Inc • Maryland
April 1, 1999 Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Northwestern Mutual Investment Services, Inc. 720...
Fee Waiver Agreement • April 28th, 1999 • Mason Street Funds Inc

This letter constitutes an agreement between Robert W. Baird & Co. Incorporated ("Baird"), The Northwestern Mutual Life Insurance Company ("NML"), Northwestern Mutual Investment Services, Inc. ("NMIS") and Mason Street Funds, Inc. ("MSF") by and between each of the parties hereto as follows:

Exhibit (h)12 SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • July 22nd, 2005 • Mason Street Funds Inc • Pennsylvania

This Agreement (the “Agreement”) is made as of June , 2005 by and between SEI Global Services, Inc., a Delaware corporation (“SGSI”), and , a [corporation] (the “Company”) with respect to the shares of the funds identified on Exhibit A attached hereto (the “Funds”).

EX-99.B14(d)
Prototype Non-Standard Profit Sharing Plan Adoption Agreement • March 5th, 1997 • Mason Street Funds Inc
Mason Street Funds, Inc. AMENDED AND RESTATED DISTRIBUTION AGREEMENT CLASS A SHARES March 31, 2005
Distribution Agreement • May 10th, 2005 • Mason Street Funds Inc

This Distribution Agreement (the “Agreement”) sets forth the terms and conditions on which Mason Street Funds, Inc. (the “Company”), on behalf of Aggressive Growth Stock Fund, International Equity Fund, Growth Stock Fund, Growth and Income Stock Fund, Index 500 Stock Fund, Asset Allocation Fund, High Yield Bond Fund, Municipal Bond Fund, Select Bond Fund, Small Cap Growth Stock Fund and Index 400 Stock Fund (the “Funds” individually, a “Fund”), each a series of the Company, and on behalf of Class A shares of each such Fund (hereinafter, the “Class A shares”), will, after the effective date hereof, pay certain amounts to Northwestern Mutual Investment Services, LLC (the “Distributor”) in connection with the provision by the Distributor of certain services to the Funds and their Class A shareholders, as set forth herein. Such payments by a Fund may, under Rule 12b-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), be deemed to constitute the financing of dis

Exhibit (h)13 WISCONSIN COLLEGE SAVINGS PROGRAM LICENSING AND PORTFOLIO SERVICES AGREEMENT
Wisconsin College Savings Program Licensing and Portfolio Services Agreement • July 22nd, 2005 • Mason Street Funds Inc • Wisconsin

THIS AGREEMENT is made as of the day of , 200 , by and between Wells Fargo Funds Management, LLC (collectively with Wells Fargo Funds Distributor, LLC, and other affiliated companies, “Program Manager”), a Delaware limited liability company, with principal offices at 525 Market Street, 12th Floor, San Francisco, California 94105, and , a corporation, with its principal offices at (“Fund Company”). (Program Manager and Fund Company are each a “party” and collectively “parties”.)

Exhibit E(2)
Underwriting Agreement • June 28th, 2002 • Mason Street Funds Inc • New York
RECITALS
Assignment and Assumption of Contracts • June 28th, 2002 • Mason Street Funds Inc
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