0001193125-14-062793 Sample Contracts

NORTHWESTERN MUTUAL SERIES FUND, INC.
Northwestern Mutual Series Fund Inc • February 21st, 2014

This letter constitutes an agreement between Mason Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“Series Fund”) regarding the investment advisory fee for each of the Series Fund portfolios set forth below (each, a “Portfolio”). MSA agrees to waive, through April 30, 2015 (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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MASON STREET ADVISORS, LLC
Northwestern Mutual Series Fund Inc • February 21st, 2014

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, 2014 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 The parties understand and agree that the waiver is voluntary, and that it may be rescinded in full or in part by MSA at any time, in its sole discretion, upon prior notice to the Controller of NMSF.

FIRST AMENDMENT TO THE GLOBAL CUSTODY RIDER TO THE DOMESTIC CUSTODY AGREEMENT
The Domestic Custody Agreement • February 21st, 2014 • Northwestern Mutual Series Fund Inc • New York

This first amendment, dated June 11, 2010 (“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.

NORTHWESTERN MUTUAL SERIES FUND, INC.
Northwestern Mutual Series Fund Inc • February 21st, 2014

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

FIFTH AMENDMENT TO THE GLOBAL CUSTODY RIDER TO THE DOMESTIC CUSTODY AGREEMENT
The Domestic Custody Agreement • February 21st, 2014 • Northwestern Mutual Series Fund Inc • New York

This Fifth Amendment, dated August 8, 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.

SECOND AMENDMENT TO THE DOMESTIC CUSTODY AGREEMENT
The Domestic Custody Agreement • February 21st, 2014 • Northwestern Mutual Series Fund Inc • New York

This second amendment, dated June 11, 2010 (“Amendment”), is between JPMORGAN CHASE BANK, N.A. (successor to The Chase Manhattan Bank) 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 Agreement as defined below.

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