Exhibit H(2)
NORTHWESTERN MUTUAL SERIES FUND, INC.
May 1, 0000
Xxxxx Xxxxxx Advisors, LLC
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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:
For each fiscal year of NMSF beginning on or after January 1, 2003 and
ending on or before December 31, 2008, MSA agrees to waive Investment Advisory
Fees for the AllianceBernstein Mid Cap Value Portfolio, Janus Capital
Appreciation Portfolio and X. Xxxx Price Equity Income Portfolio of NMSF to the
extent necessary so that Total Expenses on an annualized basis, after the
waiver, do not exceed 1.00% of average net assets for the AllianceBernstein Mid
Cap Value Portfolio, 0.90% of average net assets for the Janus Capital
Appreciation Portfolio and 0.75% of average net assets for the X. Xxxx Price
Equity Income Portfolio. 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:
--------------------------------
Name: Xxxx X. Xxxx
Title: President
Agreed to and accepted:
XXXXX STREET ADVISORS, LLC
By:
------------------------------------
Name: Xxxx X. Xxxx
Title: President
