NORTHWESTERN MUTUAL SERIES FUND, INC. February 21, 2008

NORTHWESTERN MUTUAL SERIES FUND, INC.

February 21, 2008

Xxxxx Street Advisors, LLC

000 Xxxx Xxxxxxxxx Xxxxxx

Milwaukee, WI 53202

Re: Agreement to Waive Fees of Northwestern Mutual Series Fund, Inc. AllianceBernstein Mid Cap Value Portfolio, Janus Capital Appreciation Portfolio and X. Xxxx Price Equity Income Portfolio

Gentlemen:

This letter constitutes an agreement between Xxxxx Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“NMSF”) by and between each of the parties hereto as follows:

MSA xxxxxx agrees, through April 30, 2009, to waive its Investment Advisory Fees and/or reimburse certain expenses for the Portfolios specified below to the extent necessary so that each Portfolio’s Total Expenses on an annualized basis after the waiver, do not exceed the percentage of average net assets specified below (the “expense cap”), on an annual basis.

Portfolio		Expense Cap
AllianceBernstein Mid Cap Value Portfolio		1.00%
Janus Capital Appreciation Portfolio		0.90%
X. Xxxx Price Equity Income Portfolio		0.75%

All capitalized terms used herein shall have the same meanings as they have when used in the currently effective prospectus for NMSF.

Very truly yours,
NORTHWESTERN MUTUAL SERIES FUND, INC.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Agreed to and accepted:

XXXXX STREET ADVISORS, LLC
By:		/s/ Xxxx Xxxx
Name:		Xxxx X. Xxxx
Title:		President

617568