NORTHWESTERN MUTUAL SERIES FUND, INC.

NORTHWESTERN MUTUAL SERIES FUND, INC.

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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

February 24, ▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇ Advisors, LLC

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Re: Agreement to Waive ▇▇▇▇▇ Street Advisors, LLC Investment Advisory Fees Relating to the Asset Allocation Portfolio

Gentlemen:

This letter constitutes an agreement between ▇▇▇▇▇ Street Advisors, LLC (“MSA”) and Northwestern Mutual Series Fund, Inc. (“NMSF”) by and between each of the parties hereto regarding the Investment Advisory Fee for the Asset Allocation Portfolio (“Portfolio”). MSA agrees to waive, through April 30, 2012 (unless renewed by the parties hereto), its Investment Advisory Fee applicable to the Portfolio such that its management is as follows:

		Assets		Fee
		First $100 million		0.55%
		$100 million - $250 million		0.45%
		Over $250 million		0.35%

Very truly yours,
NORTHWESTERN MUTUAL SERIES FUND, INC.
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		Vice President

Agreed to and accepted:
▇▇▇▇▇ STREET ADVISORS, LLC
By:		/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:		President