MASON STREET ADVISORS, LLC

XXXXX STREET ADVISORS, LLC

000 Xxxx Xxxxxxxxx Xxxxxx

Milwaukee, Wisconsin 53202

June 19, 2012

Northwestern Mutual Series Fund, Inc.

000 Xxxx Xxxxxxxxx Xxxxxx

Milwaukee, WI 53202

Re: Agreement to Waive Xxxxx Street Advisors, LLC Investment Advisory Fees

Relating to the Money Market Portfolio

Gentlemen:

This letter constitutes an agreement between Xxxxx Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“NMSF”) regarding the Investment Advisory Fee for the Money Market Portfolio (“Portfolio”), and supersedes any prior agreements between the parties relating to the same matters. MSA voluntarily agrees to waive a portion of its Investment Advisory Fee commencing on July 1, 2012 and continuing for a period of time to be determined by MSA, such that the Investment Advisory Fee is 0.15% of the Portfolio’s average net assets. The parties understand and agree that the waiver is voluntary, and that it may be rescinded in full or in part by MSA at any time, in its sole discretion, upon prior notice to the Controller of NMSF.

Very truly yours,
XXXXX STREET ADVISORS, LLC
By:		/s/ XXXXXXXXX X. XXXXXXXXX
Name:		Xxxxxxxxx X. XxXxxxxxx
Title:		President

Agreed to and accepted:
NORTHWESTERN MUTUAL SERIES FUND, INC.
By:		/s/ XXXX X. XXXXXXX
Name:		Xxxx X. Xxxxxxx
Title:		Vice President - Operations