0001193125-13-474225 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 16th, 2013 • Northwestern Mutual Series Fund Inc • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 9th day of May, 2013, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Sub-Adviser”).

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 16th, 2013 • Northwestern Mutual Series Fund Inc • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 9th day of May, 2013, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Massachusetts Financial Services Company, a Delaware corporation (the “Sub-Adviser”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 16th, 2013 • Northwestern Mutual Series Fund Inc • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 8th day of August, 2013, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and American Century Investment Management, Inc., a Delaware corporation (the “Sub-Adviser”).

FOURTH AMENDMENT TO THE GLOBAL CUSTODY RIDER TO THE DOMESTIC CUSTODY AGREEMENT
The Domestic Custody Agreement • December 16th, 2013 • Northwestern Mutual Series Fund Inc • New York

This Fourth Amendment, dated May 24, 2013 (“Amendment”), is between JPMORGAN CHASE BANK, N.A. and NORTHWESTERN MUTUAL SERIES FUND, INC., a company registered under the Investment Company Act of 1940, as amended, with a place of business at Milwaukee, Wisconsin. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to such terms in the Rider as defined below.

CLASS ACTIONS SERVICES AGREEMENT
Class Actions Services Agreement • December 16th, 2013 • Northwestern Mutual Series Fund Inc • New York

THIS CLASS ACTIONS SERVICES AGREEMENT is made as of August 22, 2012, by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (“BBH”), and NORTHWESTERN MUTUAL SERIES FUND, INC a Maryland corporation, on behalf of each of the portfolios listed on Schedule 1 attached hereto as the same may be amended from time-to­time (each a “Client”), and such other customers as the Client may instruct from time to time including without limitation transitions accounts.

AMENDMENT TO SECOND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 16th, 2013 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made as of the 21st day of November, 2013, by and between Mason Street Advisors, LLC (the “Adviser”) and Janus Capital Management LLC (the “Sub-Adviser”).

NORTHWESTERN MUTUAL SERIES FUND, INC.
Northwestern Mutual Series Fund Inc • December 16th, 2013

This letter constitutes an agreement between Mason Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. regarding the investment advisory fee for the Focused Appreciation Portfolio (“Portfolio”). Effective as of November 21, 2013, and ending on April 30, 2014 (unless renewed or superseded by the parties hereto), MSA agrees to waive its investment advisory fee for the Portfolio such that the investment advisory fee is as follows:

ASSIGNMENT AND ASSUMPTION OF INVESTMENT SUB-ADVISORY AGREEMENT
Assignment and Assumption • December 16th, 2013 • Northwestern Mutual Series Fund Inc

This Assignment and Assumption of Investment Sub-Advisory Agreement is made as of August 8, 2013, by and between Delaware Management Company (“DMC”) and Delaware Investments Fund Advisers (“DIFA”), each a series of Delaware Management Business Trust, a Delaware statutory trust (“DMBT”).

MASON STREET ADVISORS, LLC
Northwestern Mutual Series Fund Inc • December 16th, 2013

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 August 1, 2013 and continuing for a period of time to be determined by MSA, such that the Investment Advisory Fee is 0.10% 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.

NORTHWESTERN MUTUAL SERIES FUND, INC.
Northwestern Mutual Series Fund Inc • December 16th, 2013

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”). Effective September 1, 2013, MSA agrees to waive, through April 30, 2014 (unless renewed by the parties hereto), its investment advisory fee applicable to each Portfolio such that the investment advisory fee is as follows:

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