AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MASON STREET ADVISORS, LLC AND TEMPLETON INVESTMENT COUNSEL, LLC

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT

BETWEEN

XXXXX STREET ADVISORS, LLC

AND

XXXXXXXXX INVESTMENT COUNSEL, LLC

THIS AMENDMENT is made effective as of the 3rd day of May, 2007, by and between Xxxxx Street Advisors, LLC, a Delaware limited liability company and successor in interest to Northwestern Mutual Investment Services, Inc. pursuant to an Assignment and Assumption of Contracts dated January 1, 2002 (hereinafter, the “Adviser”) and Xxxxxxxxx Investment Counsel, LLC, a Florida limited liability company (hereinafter, the “Sub-Adviser”).

WHEREAS, the Adviser and the Sub-Adviser are parties to that certain Investment Sub-Advisory Agreement dated April 29, 1994 (the “Agreement”); and

WHEREAS, the Adviser and the Sub-Adviser desire to amend the Agreement for the limited purpose of including the contractual limitations required by Rules 10f-3, 12d3-1 and 17a-10 under the Investment Company Act of 1940, as amended, for Northwestern Mutual Series Fund, Inc. to have the ability to enter into certain transactions with the Sub-Adviser and/or its affiliates, as permitted by such Rules.

NOW, THEREFORE, in consideration of the foregoing Recitals, the parties hereto agree as follows:

1. Amendment. The following new Section 2(c) shall be added to the Agreement, as follows:

“(c) The Sub-Adviser is hereby prohibited from consulting with any other sub-advisers of the Portfolio, other sub-advisers to another portfolio of the Fund, or other sub-advisers to a portfolio under common control with the Portfolio concerning transactions of the Portfolio in securities or other assets.”

2. No Other Changes. In all other respects, the Agreement is confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

XXXXX STREET ADVISORS, LLC

By:

Title:

XXXXXXXXX INVESTMENT COUNSEL, LLC

By:

Title: