NORTHWESTERN MUTUAL SERIES FUND, INC.

NORTHWESTERN MUTUAL SERIES FUND, INC.

000 Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxx 00000

February 24, 0000

Xxxxx Xxxxxx Advisors, LLC

000 Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

Re: Agreement to Waive Xxxxx Street Advisors, LLC Investment Advisory Fees Relating to the Mid Cap Value 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 regarding the Investment Advisory Fee for the Mid Cap Value Portfolio (“Portfolio”). MSA agrees to waive, through April 30, 2012 (unless renewed by the parties hereto), its Investment Advisory Fee applicable to the Portfolio such that its management is as follows:

		Assets		Fee
		First $150 million		0.85%
		$150 million - $300 million		0.80%
		Over $300 million		0.75%

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

Agreed to and accepted:
XXXXX STREET ADVISORS, LLC
By:		/s/ XXXXXXXXX XXXXXXXXX
Name:		Xxxxxxxxx XxXxxxxxx
Title:		President