0001193125-16-801479 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 22nd, 2016 • Northwestern Mutual Series Fund Inc • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 30th day of November, 2016, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Wells Capital Management, Incorporated, a California corporation (the “Sub-Adviser”).

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SECOND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 22nd, 2016 • Northwestern Mutual Series Fund Inc • Delaware

THIS SECOND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 30th day of November, 2016, 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”). The Adviser and Sub-Adviser are collectively hereinafter referred to as the “parties” and individually as a “party.”

THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 22nd, 2016 • Northwestern Mutual Series Fund Inc • Delaware

THIS THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 30th day of November, 2016, 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”).

NORTHWESTERN MUTUAL SERIES FUND, INC.
Northwestern Mutual Series Fund Inc • December 22nd, 2016

This letter constitutes an agreement between Mason Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“Series Fund”) regarding the investment advisory fees for the Series Fund’s Equity Income and Growth Stock Portfolios.

AMENDMENT TO AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 22nd, 2016 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made as of the 11th day of May, 2016, by and between Mason Street Advisors, LLC (the “Adviser”) and Massachusetts Financial Services Company (the “Sub-Adviser”).

NORTHWESTERN MUTUAL SERIES FUND, INC.
Northwestern Mutual Series Fund Inc • December 22nd, 2016

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 the Series Fund’s Research International Core and Emerging Markets Equity Portfolios. MSA agrees to waive, from May 12, 2016 through April 30, 2017 (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 INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 22nd, 2016 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is effective as of the 1st day of January, 2017, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and The Boston Company Asset Management, LLC, a Massachusetts limited liability company (the “Sub-Adviser”).

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