Northwestern Mutual Series Fund Inc Sample Contracts

Exhibit D(5)(b)
Investment Advisory Agreement • February 25th, 1999 • Northwestern Mutual Series Fund Inc
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1 Exhibit G(3)
Custodian Agreement • May 17th, 2001 • Northwestern Mutual Series Fund Inc
Exhibit D(2) INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 14th, 2003 • Northwestern Mutual Series Fund Inc
THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2024 • Northwestern Mutual Series Fund Inc • Delaware

THIS THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 7th day of September 2023, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust (the “Sub-Adviser”).

BACKGROUND ----------
Sub-Investment Advisory Agreement • April 29th, 2004 • Northwestern Mutual Series Fund Inc
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.

May 1, 2003 Mason Street Advisors, LLC 720 East Wisconsin Avenue Milwaukee, WI 53202 Re: Agreement to Waive Fees of Northwestern Mutual Series Fund, Inc. AllianceBernstein Mid Cap Value Portfolio, Janus Capital Appreciation Portfolio and T. Rowe Price...
Northwestern Mutual Series Fund Inc • February 14th, 2003

This letter constitutes an agreement between Mason Street Advisors, LLC ("MSA") and Northwestern Mutual Series Fund, Inc. ("NMSF") by and between each of the parties hereto as follows:

RECITALS
Sub-Investment Advisory Agreement • May 1st, 2003 • Northwestern Mutual Series Fund Inc • Colorado
1 Exhibit D(2)
Investment Sub-Advisory Agreement • May 17th, 2001 • Northwestern Mutual Series Fund Inc
THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2024 • Northwestern Mutual Series Fund Inc • Delaware

THIS THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 31st day of May 2023, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and FIAM LLC, a Delaware limited liability company (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 11th, 2011 • Northwestern Mutual Series Fund Inc • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT is made as of this day of , 20 , by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Credit Suisse Asset Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

FOURTH AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 27th, 2023 • Northwestern Mutual Series Fund Inc • Delaware

THIS FOURTH AMENDED AND RESTATED INVESTMENT SUB ADVISORY AGREEMENT is made as of this 30th day of November 2022, 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.”

BETWEEN AND
Domestic Custody Agreement • May 17th, 2001 • Northwestern Mutual Series Fund Inc • New York
INVESTMENT SUBADVISORY AGREEMENT Between MASON STREET ADVISORS, LLC and
Investment Subadvisory Agreement • April 27th, 2007 • Northwestern Mutual Series Fund Inc • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT, is dated as of May 1, 2003, by and between Mason Street Advisors, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Delaware, and T. Rowe Price Associates, Inc. (the “Subadviser”), a corporation organized and existing under the laws of the State of Maryland.

SIXTH AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 27th, 2023 • Northwestern Mutual Series Fund Inc • Delaware

THIS SIXTH AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 30th day of November 2022, 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”).

Schwab Rule 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 26th, 2024 • Northwestern Mutual Series Fund Inc • California

THIS AGREEMENT, dated as of April 17, 2024, by and among Northwestern Mutual Series Fund, Inc., a corporation organized under the laws of the State of Maryland (the “Acquiring Management Company”), on behalf of its series identified on Schedule A, severally and not jointly (each, an “Acquiring Fund,” and collectively, the “Acquiring Funds”), and Schwab Strategic Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of its series identified on Schedule B, severally and not jointly (each, an “Acquired Fund,” and collectively, the “Acquired Funds”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 4th, 2008 • Northwestern Mutual Series Fund Inc • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 6th day of May, 2008, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Capital Guardian Trust Company, a trust company chartered under the laws of the State of California (the “Sub-Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 22nd, 2008 • Northwestern Mutual Series Fund Inc

THIS AGREEMENT, entered into this 30th day of April, 2007, and amended May 3, 2007, between Northwestern Mutual Series Fund, Inc., a Maryland corporation (“NMSF”), and Mason Street Advisors, LLC, a Delaware limited liability company (“MSA”) (MSA being hereinafter referred to as the “Manager”).

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”).

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NORTHWESTERN MUTUAL SERIES FUND, INC. 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 March 29, 2023
Northwestern Mutual Series Fund Inc • April 27th, 2023

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, from May 1, 2023 through April 30, 2024 (unless renewed by the parties hereto), its investment advisory fee applicable to each Portfolio such that the investment advisory fee is as follows:

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 27th, 2007 • Northwestern Mutual Series Fund Inc • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 30th day of April, 2007, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the "Adviser") and American Century Investment Management, Inc., a Delaware corporation (the "Sub-Adviser").

EXHIBIT D(3)
Northwestern Mutual Series Fund Inc • February 14th, 2003 • New York
THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 26th, 2024 • Northwestern Mutual Series Fund Inc • Delaware

THIS THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREMEENT is made as of this 7th day of September 2023, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the “Sub-Adviser”).

BETWEEN AND
Investment Subadvisory Agreement • May 17th, 2001 • Northwestern Mutual Series Fund Inc • Maryland
EXHIBIT H(9) LICENSE AGREEMENT
License Agreement • February 25th, 1999 • Northwestern Mutual Series Fund Inc • New York
THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 15th, 2019 • Northwestern Mutual Series Fund Inc • Delaware

THIS THIRD AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT is made as of this 29th day of August 2018, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and American Century Investment Management, Inc., a Delaware corporation (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 4th, 2008 • Northwestern Mutual Series Fund Inc • Florida

THIS AGREEMENT, made this th day of , 2008, by and between TEMPLETON INVESTMENT COUNSEL, LLC (“TIC”), a Delaware limited liability company registered as an Investment Adviser under the Investment Advisers Act of 1940 and FRANKLIN TEMPLETON INVESTMENTS (ASIA) LIMITED (“FTIA”), a company existing under the laws of Hong Kong registered as an Investment Adviser under the Investment Advisers Act of 1940.

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 17th, 2012 • Northwestern Mutual Series Fund Inc • Delaware

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of this 15th day of November, 2012, by and between Mason Street Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Credit Suisse Asset Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MASON STREET ADVISORS, LLC AND TEMPLETON INVESTMENT COUNSEL, LLC
Investment Sub-Advisory Agreement • February 22nd, 2008 • Northwestern Mutual Series Fund Inc

THIS AMENDMENT is made effective as of the 3rd day of May, 2007, by and between Mason Street Advisors, LLC, a Delaware limited liability company and successor in interest to Northwestern Mutual Investment Services, Inc. pursuant to an Assignment and Assumption of Contracts dated January 1, 2002 (hereinafter, the “Adviser”) and Templeton Investment Counsel, LLC, a Florida limited liability company (hereinafter, the “Sub-Adviser”).

MASON STREET ADVISORS, LLC
Northwestern Mutual Series Fund Inc • April 26th, 2024

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, from May 1, 2024 through April 30, 2025 (unless renewed by the parties hereto), its investment advisory fee applicable to each Portfolio such that the investment advisory fee is as follows:

MASON STREET ADVISORS, LLC
Northwestern Mutual Series Fund Inc • February 22nd, 2013

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, 2013 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.

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