0001193125-12-504637 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 17th, 2012 • Northwestern Mutual Series Fund Inc • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 9th day of August, 2012, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Delaware Management Company, a series of Delaware Management Business Trust, a Delaware statutory trust (the “Sub-Adviser”).

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 17th, 2012 • Northwestern Mutual Series Fund Inc • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 15th day of November, 2012, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Pacific Investment Management Company LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 17th, 2012 • Northwestern Mutual Series Fund Inc • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 15th day of November, 2012, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Credit Suisse Asset Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • December 17th, 2012 • Northwestern Mutual Series Fund Inc

THIS AGREEMENT, entered into this 30th day of April, 2012, between Northwestern Mutual Series Fund, Inc., a Maryland corporation (“NMSF”), and Mason Street Advisors, LLC, a Delaware limited liability company (“Mason Street”).

MASON STREET ADVISORS, LLC
Investment Advisory Fee Waiver Agreement • December 17th, 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 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.

SECOND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 17th, 2012 • Northwestern Mutual Series Fund Inc • Delaware

THIS SECOND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 15th day of November, 2012, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and T. Rowe Price Associates, Inc., a Maryland corporation (the “Sub-Adviser”).

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