0001193125-12-083933 Sample Contracts

MASON STREET ADVISORS, LLC
Investment Advisory Fee Waiver Agreement • February 28th, 2012 • Northwestern Mutual Series Fund Inc

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 The parties understand and agree that the waiver is voluntary, and that it may be rescinded in full or in part by MSA at any time, in its sole discretion, upon prior notice to the Controller of NMSF.

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NORTHWESTERN MUTUAL SERIES FUND, INC.
Investment Advisory Fee Waiver Agreement • February 28th, 2012 • Northwestern Mutual Series Fund Inc

This letter constitutes an agreement between Mason Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“NMSF”) regarding the investment advisory fee for each of the NMSF portfolios set forth below (each, a “Portfolio”). MSA agrees to waive, through April 30, 2012 (unless renewed by the parties hereto), its investment advisory fee applicable to each Portfolio such that the investment advisory fee is as follows:

NORTHWESTERN MUTUAL SERIES FUND, INC.
Agreement to Pay or Reimburse Certain Expenses • February 28th, 2012 • Northwestern Mutual Series Fund Inc

This letter constitutes an agreement between Mason Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“NMSF”) as follows:

NORTHWESTERN MUTUAL SERIES FUND, INC.
Agreement to Waive Certain Investment Advisory Fees • February 28th, 2012 • Northwestern Mutual Series Fund Inc

This letter constitutes an agreement between Mason Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“NMSF”) regarding the investment advisory fee for each of the NMSF portfolios set forth below (each, a “Portfolio”). MSA agrees to waive, through April 30, 2013 (unless renewed by the parties hereto), its investment advisory fee applicable to each Portfolio such that the investment advisory fee is as follows:

AMENDMENT TO AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 28th, 2012 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made this 16th day of November, 2011, by and between Mason Street Advisors, LLC (the “Adviser”) and T. Rowe Price Associates, Inc. (the “Sub-Adviser”).

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