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Exhibit G(3)
AMENDMENT TO THE CUSTODIAN AGREEMENT
THIS AMENDMENT, dated as of ______, 2001, between NORTHWESTERN MUTUAL
SERIES FUND, INC. ("NMSF"), on behalf of each of the series of stock (the
"Portfolios"), listed on Appendix A hereto and XXXXX BROTHERS XXXXXXXX & CO., a
limited partnership formed under the laws of the State of New York (BBH&Co. or
the CUSTODIAN), amends the Custodian Agreement between the parties dated March
31, 1997 (the "Custodian Agreement").
W I T N E S S E T H:
WHEREAS, NMSF has employed BBH&Co. to act as custodian for the
Portfolios and to provide related services, all as provided in the Custodian
Agreement;
WHEREAS, the Securities and Exchange Commission has promulgated Rule
17f-7 under the Investment Company Act of 1940 which establishes rules regarding
the Portfolio's investments held outside the United States through Securities
Depositories; and
WHEREAS, BBH&Co. is willing to provide services in connection with such
Rule in accordance with the terms of this Amendment to the Custody Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the NMSF and BBH&Co. hereby agree, as follows:
1. That Section 7 of the Custody Agreement shall be amended by the
incorporation of the following at the end of the second paragraph of said
Section:
"Unless instructed otherwise by the Portfolio, the Custodian may
deposit and/or maintain non-U.S. Investments of the Portfolio in any
non-U.S. Securities Depository provided such Securities Depository
meets the requirements of an "eligible securities depository" under
Rule 17f-7 promulgated under the 1940 Act, or any successor rule or
regulation ("Rule 17f-7") or which by order of the Securities and
Exchange Commission is exempted therefrom.
An Instruction to open an account in a given country shall
comprise authorization of the Custodian to hold assets in such country
in accordance with the terms of this Agreement. The
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Custodian shall not be required to make independent inquiry as to the
authorization of the Portfolio to invest in such country.
Prior to the placement of any assets of the Portfolio with a
non-U.S. Securities Depository, the Custodian: (a) shall provide to the
Portfolio or its authorized representative an assessment of the custody
risks associated with maintaining assets within such Securities
Depository; and (b) shall have established a system to monitor the
custody risks associated with maintaining assets with such Securities
Depository on a continuing basis and to promptly notify the Portfolio
or its Investment Adviser of any material changes in such risk. In
performing its duties under this subsection, the Custodian shall use
reasonable care and may rely on such reasonable sources of information
as may be available including but not limited to: (i) published
ratings; (ii) information supplied by a Subcustodian that is a
participant in such Securities Depository; (iii) industry surveys or
publications; (iv) information supplied by the depository itself, by
its auditors (internal or external) or by the relevant foreign
financial regulatory authority. It is acknowledged that information
procured through some or all of these sources may not be independently
verifiable by the Custodian and that direct access to Securities
Depositories is limited under most circumstances. Accordingly, the
Custodian shall not be responsible for errors or omissions in its
duties hereunder provided that it has performed its monitoring and
assessment duties with reasonable care. The risk assessment shall be
provided to the Portfolio or its Investment Advisor by such means as
the Custodian shall reasonably establish. Advice of material change in
such assessment may be provided by the Custodian in the manner
established as customary between the Portfolio and the Custodian for
transmission of material market information.
It is acknowledged that Rule 17f-7 has an effective date of
July 1, 2001 and that the
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Custodian will require a period of time to fully prepare risk
assessment information and to establish a risk monitoring system as
provided in this Section 7. Accordingly, until July 1, 2001, the
Custodian shall use reasonable efforts to implement the measures
required by this Section 7, and shall in the interim provide to the
Portfolio or its Investment Advisor the depository information
customarily provided and shall promptly inform the Portfolio or its
Investment Advisor of any material development affecting the custody
risks associated with the maintenance of assets with a particular
Securities Depository of which it becomes aware in the course of its
general duties under this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
duly executed as of the date first above written.
NORTHWESTERN MUTUAL SERIES FUND, INC.
By:_______________________________
By: XXXXX BROTHERS XXXXXXXX & Co.
By: ________________________________
