0001193125-08-036301 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 22nd, 2008 • Northwestern Mutual Series Fund Inc

THIS AGREEMENT, entered into this 30th day of April, 2007, and amended May 3, 2007, between Northwestern Mutual Series Fund, Inc., a Maryland corporation (“NMSF”), and Mason Street Advisors, LLC, a Delaware limited liability company (“MSA”) (MSA being hereinafter referred to as the “Manager”).

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AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MASON STREET ADVISORS, LLC AND TEMPLETON INVESTMENT COUNSEL, LLC
Investment Sub-Advisory Agreement • February 22nd, 2008 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made effective as of the 3rd day of May, 2007, by and between Mason Street Advisors, LLC, a Delaware limited liability company and successor in interest to Northwestern Mutual Investment Services, Inc. pursuant to an Assignment and Assumption of Contracts dated January 1, 2002 (hereinafter, the “Adviser”) and Templeton Investment Counsel, LLC, a Florida limited liability company (hereinafter, the “Sub-Adviser”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT For AllianceBernstein Mid Cap Value Portfolio
Northwestern Mutual Series Fund Inc • February 22nd, 2008

THIS AMENDMENT is made effective as of the 2nd day of August, 2007, by and among AllianceBernstein L.P. (formerly known as Alliance Capital Management L.P.) (hereinafter, the “Sub-Adviser”), Mason Street Advisors, LLC, (hereinafter, the “Adviser”) and Northwestern Mutual Series Fund, Inc. (hereinafter, the “Fund”).

AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • February 22nd, 2008 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made effective as of the 1st day of November, 2007, by and between T. Rowe Price Associates, Inc., a corporation organized and existing under the laws of the State of Maryland (hereinafter, the “Sub-Adviser”) and Mason Street Advisors, LLC, a Delaware limited liability company and successor in interest to Northwestern Mutual Investment Services, Inc. pursuant to an Assignment and Assumption of Contracts dated January 1, 2002 (hereinafter, the “Adviser”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MASON STREET ADVISORS, LLC AND CAPITAL GUARDIAN TRUST COMPANY
Northwestern Mutual Series Fund Inc • February 22nd, 2008

THIS AMENDMENT is made effective as of the 3rd day of May, 2007, by and between Mason Street Advisors, LLC, a Delaware limited liability company and successor in interest to Northwestern Mutual Investment Services, Inc. pursuant to an Assignment and Assumption of Contracts dated January 1, 2002 (hereinafter, the “Adviser”) and Capital Guardian Trust Company, a trust company chartered under the laws of the State of California (hereinafter, the “Sub-Adviser”).

AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • February 22nd, 2008 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made effective as of the 1st day of November, 2007, by and between T. Rowe Price Associates, Inc., a corporation organized and existing under the laws of the State of Maryland (hereinafter, the “Sub-Adviser”) and Mason Street Advisors, LLC, a Delaware limited liability company (hereinafter, the “Adviser”).

SECOND AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN MASON STREET ADVISORS, LLC AND JANUS CAPITAL MANAGEMENT LLC
Northwestern Mutual Series Fund Inc • February 22nd, 2008

THIS AMENDMENT is made effective as of the 2nd day of August, 2007, by and between Mason Street Advisors, LLC, a Delaware limited liability company (hereinafter, the “Adviser”) and Janus Capital Management LLC, a Delaware limited liability company (hereinafter, the “Sub-Adviser”).

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