0001193125-14-414964 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 17th, 2014 • Northwestern Mutual Series Fund Inc • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 6th day of August, 2014, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and BlackRock Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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SIXTH AMENDMENT TO THE GLOBAL CUSTODY RIDER TO THE DOMESTIC CUSTODY AGREEMENT
Domestic Custody Agreement • November 17th, 2014 • Northwestern Mutual Series Fund Inc • New York

This Sixth Amendment, dated effective as of September 25, 2014 (“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 • November 17th, 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 the Series Fund’s Balanced and Asset Allocation Portfolios (each, an “Allocation Portfolio”). MSA agrees to waive, through April 30, 2015 (unless renewed by the parties hereto), its investment advisory fee applicable to each such Allocation Portfolio such that the investment advisory fee on any assets invested by an Allocation Portfolio in any other Series Fund Portfolio is 0.05% of the Allocation Portfolio’s average net assets. Notwithstanding the foregoing, for the period from August 30, 2014 through October 31, 2014, MSA agrees to waive its entire investment advisory fee applicable to each such Allocation Portfolios on any assets invested by an Allocation Portfolio in the following Series Fund Portfolios: Select Bond and High Yield Bond.

THIRD AMENDMENT TO THE DOMESTIC CUSTODY AGREEMENT
The Domestic Custody Agreement • November 17th, 2014 • Northwestern Mutual Series Fund Inc • New York

This Third Amendment, dated effective as of September 25, 2014 (“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.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 17th, 2014 • Northwestern Mutual Series Fund Inc • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 6th day of August, 2014, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 17th, 2014 • Northwestern Mutual Series Fund Inc • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 6th day of August, 2014, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Federated Investment Management Company, a Delaware statutory trust.

MASON STREET ADVISORS, LLC
Northwestern Mutual Series Fund Inc • November 17th, 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 the Series Fund’s Money Market Portfolio (“Portfolio”). Effective August 30, 2014, MSA voluntarily agrees to waive its investment advisory fees and/or reimburse expenses in excess of the Portfolio’s daily yield so as to maintain a zero or positive yield for the Portfolio. 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.

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