SECOND AMENDMENT TO THE DOMESTIC CUSTODY AGREEMENT
SECOND AMENDMENT
TO THE DOMESTIC CUSTODY AGREEMENT
This second amendment, dated June 11, 2010 (“Amendment”), is between JPMORGAN CHASE BANK, N.A. (successor to The Chase Manhattan Bank) and NORTHWESTERN MUTUAL SERIES FUND, INC., a company registered under the Investment Company Act of 1940, as amended with a place of business at Milwaukee, Wisconsin. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to such terms in the Agreement as defined below.
WHEREAS the parties have entered into a certain Domestic Custody Agreement, dated June 29, 2001 as amended (the “Agreement”), and
WHEREAS the parties wish to amend the Agreement as provided herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
| 1. | Amendment of the Agreement |
Upon execution of this Amendment by both parties, the Agreement shall be and hereby is amended as follows:
The preamble to the Agreement is hereby deleted and replaced in its entirety with the following.
“This Agreement, dated as of June 29, 2001, is between JPMORGAN CHASE BANK, N.A. (successor to The Chase Manhattan Bank) (“Bank”), with a place of business at Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; and NORTHWESTERN MUTUAL SERIES FUND, INC. a company registered under the Investment Company Act of 1940, as amended, with a place of business at Milwaukee, Wisconsin, on its own behalf and for and on behalf of certain of its respective portfolios listed on Schedule 1 hereto (each such portfolio a “Customer”).”
| 2. | Effect of Amendment |
Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.
| 3. | Miscellaneous |
(a) Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.
(b) Amendments. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties.
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(c) Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. All signatures need not be on one counterpart.
(d) Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.
(e) Governing Law. This Amendment will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine).
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates specified below with effect from the date first specified on the first page of this Amendment.
| NORTHWESTERN MUTUAL SERIES FUND, INC. | ||
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| JPMORGAN CHASE BANK, N.A. | ||
| By: |
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Schedule 1
List of Portfolios that are parties to the Agreement
Money Market Portfolio
High Yield Bond Portfolio
Large Cap Core Stock Portfolio
Growth Stock Portfolio
Short-Term Bond Portfolio
Index 600 Stock Portfolio
Asset Allocation Portfolio
Small Cap Growth Stock Portfolio
Index 400 Stock Portfolio
Index 500 Stock Portfolio
Mid Cap Growth Stock Portfolio
Balanced Portfolio
Inflation Protection Portfolio
Large Cap Blend Portfolio
Mid Cap Value Portfolio
Domestic Equity Portfolio
Focused Appreciation Portfolio
Long-Term U.S. Government Bond Portfolio
Equity Income Portfolio
Small Cap Value Portfolio
Large Company Value Portfolio
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