0001193125-22-036384 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT is made as of the 1st day of November 2021, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Allspring Global Investments, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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BLACKROCK RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

FIFTH AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • Delaware

THIS FIFTH AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 2nd day of December 2021, 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”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • Massachusetts

This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made between Northwestern Mutual Series Fund, Inc., on behalf of its series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and The Select Sector SPDR Trust, on behalf of each of its series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • Massachusetts

This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made between Northwestern Mutual Series Fund, Inc., on behalf of its series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and SPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust (each, a “Trust”), each on behalf of their series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • New York

This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made between Northwestern Mutual Series Fund, Inc. (referred to as the “Trust”), on behalf of its series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and SPDR S&P 500 ETF Trust and SPDR Dow Jones Industrial Average ETF Trust, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

SECOND AMENDMENT TO AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc

THIS SECOND AMENDMENT is made as of the 3rd day of June, 2021, by and between Mason Street Advisors, LLC (the “Adviser”) and Aberdeen Asset Managers Limited, a Scottish Company (the “Sub-Adviser”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • Pennsylvania

THIS AGREEMENT, dated as of January 19, 2022, between the Northwestern Mutual Series Fund, Inc., on behalf of itself and its separate series listed on Schedule A (each, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule A, on behalf of themselves and their respective series also listed on Schedule A, severally and not jointly (each, a “Vanguard Fund” and together with the Investing Funds, the “Funds”).

AMENDMENT TO SECOND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made as of the 26th day of August, 2021, by and between Mason Street Advisors, LLC (the “Adviser”) and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the “Sub-Adviser”).

AMENDMENT TO SECOND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made as of the 2nd day of December, 2021, by and between Mason Street Advisors, LLC (the “Adviser”) and BlackRock Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).

PIMCO ETFs ACQUIRED FUNDS FORM OF RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • Delaware

THIS AGREEMENT is dated as of January 19, 2022, among Northwestern Mutual Series Fund, Inc. (the “Acquiring Trust”), on behalf of itself and its separate series listed on Schedule A, as amended from time to time, severally and not jointly (each an “Acquiring Fund” and collectively, the “Acquiring Funds”), and PIMCO ETF Trust and PIMCO Equity Series, (each an “Acquired Trust” and collectively, the “Acquired Trusts”), each on behalf of its itself and its separate series listed on Schedule B, as amended from time to time or as such additional series are deemed to be added in the future, severally and not jointly (each, an “Acquired Fund” and collectively, the “Acquired Funds”).

FORM OF RULE 12d1-4 ETF FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 11th, 2022 • Northwestern Mutual Series Fund Inc • New York

THIS AGREEMENT, dated as of January 19, 2022, between the Northwestern Mutual Series Fund, Inc. (the “Investing Company”), on behalf of each of its series listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and the J.P. Morgan Exchange-Traded Fund Trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Fund[s], the “Funds”).

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