AMENDMENT TO SECOND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT
TO
SECOND AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT is made as of the 21st day of November, 2013, by and between Xxxxx Street Advisors, LLC (the “Adviser”) and Janus Capital Management LLC (the “Sub-Adviser”).
WHEREAS, the Adviser and the Sub-Adviser are parties to a Second Amended and Restated Investment Sub-Advisory Agreement dated August 8, 2013 (the “Agreement”) relating to the Focused Appreciation and International Growth Portfolios of the Northwestern Mutual Series Fund, Inc.; and
WHEREAS, the Adviser and the Sub-Adviser wish to amend the Agreement to modify the investment sub-advisory fee payable with respect to the Focused Appreciation Portfolio as set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Schedule A to the Agreement shall be modified by deleting the text set forth thereon and replacing it with the text set forth on Exhibit A attached to this Amendment, the content of which is hereby incorporated herein by this reference.
2. Except as modified by this Amendment, the Agreement shall remain in full force and effect, and it is hereby ratified and confirmed.
3. This Amendment may be executed in two or more counterparts, all of which when taken together shall constitute one instrument.
IN WITNESS WHEREOF, each party has caused this Amendment to be signed below by a duly authorized officer with full power and authority to execute this Amendment.
| JANUS CAPITAL MANAGEMENT LLC |
XXXXX STREET ADVISORS, LLC | |||||||
| By: |
/s/ XXXXXXX X. XXXXXXX |
By: |
/s/ XXXXXXXXX X. XXXXXXXXX | |||||
| Name: |
Xxxxxxx X. Xxxxxxx |
Name: |
Xxxxxxxxx X. XxXxxxxxx | |||||
| Title: |
SVP and Managing Director |
Title: |
President | |||||
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EXHIBIT A
SCHEDULE A
TO
SECOND AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXX STREET ADVISORS, LLC
AND
JANUS CAPITAL MANAGEMENT LLC
DATED AUGUST 8, 2013
As Amended November 21, 2013
| Portfolio |
Fee
| |
| Focused Appreciation |
0.45% on the first $25 million | |
| 0.40% on the next $125 million | ||
| 0.35% on the next $850 million | ||
| 0.30% on assets over $1 billion | ||
| International Growth |
0.50% on the first $100 million | |
| 0.43% on the next $150 million | ||
| 0.37% on assets over $250 million |
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