NORTHWESTERN MUTUAL SERIES FUND, INC.

ARTICLES SUPPLEMENTARY

Northwestern Mutual Series Fund, Inc., a Maryland corporation having its principal office in Baltimore City, Maryland (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  The Corporation is registered as an open-end company under the Investment Company Act of 1940 and has been continuously so registered since its operations began.

SECOND:      (a)        The total number of shares of all classes of stock of the Corporation before the increase contemplated herein and the number and par value of the shares of each class, are as follows: fifty-eight billion (58,000,000,000) shares of the par value of one cent ($0.01) per share, and having an aggregate par value of Five Hundred Eighty Million Dollars ($580,000,000).

      (b)        The shares are divided into the following classes of capital stock, each class comprising the number of shares and having the designations indicated, subject, however, to the authority to increase and decrease the number of shares of any class granted to the Board of Directors:

CLASS	NUMBER OF SHARES
Index 500 Stock Portfolio Capital Stock	2,000,000,000
Select Bond Portfolio Capital Stock	2,000,000,000
Money Market Portfolio Capital Stock	2,000,000,000
Balanced Portfolio Capital Stock	3,000,000,000
Mid Cap Growth Stock Portfolio Capital Stock	2,000,000,000
International Equity Portfolio Capital Stock	2,000,000,000
High Yield Bond Portfolio Capital Stock	2,000,000,000
Large Cap Core Stock Portfolio Capital Stock	2,000,000,000
Growth Stock Portfolio Capital Stock	2,000,000,000
Index 400 Stock Portfolio Capital Stock	2,000,000,000
Small Cap Growth Stock Portfolio Capital Stock	2,000,000,000
Small Cap Value Portfolio Capital Stock	2,000,000,000
International Growth Portfolio Capital Stock	2,000,000,000
Domestic Equity Portfolio Capital Stock	2,000,000,000
Asset Allocation Portfolio Capital Stock	2,000,000,000

Mid Cap Value Portfolio Capital Stock	2,000,000,000
Focused Appreciation Portfolio Capital Stock	2,000,000,000
Equity Income Portfolio Capital Stock	2,000,000,000
Large Cap Blend Portfolio Capital Stock	2,000,000,000
Large Company Value Portfolio Capital Stock	2,000,000,000
Index 600 Stock Portfolio Capital Stock	2,000,000,000
Research International Core Portfolio Capital Stock	2,000,000,000
Emerging Markets Equity Portfolio Capital Stock	2,000,000,000
Inflation Protection Portfolio Capital Stock	2,000,000,000
Short-Term Bond Portfolio Capital Stock	2,000,000,000
Long-Term U.S. Government Bond Portfolio Capital Stock	2,000,000,000
Multi-Sector Bond Portfolio Capital Stock	2,000,000,000
Unallocated	3,000,000,000
TOTAL	58,000,000,000

THIRD: The Board of Directors of the Corporation at a meeting duly convened and held on November 18, 2010, in accordance with the procedural requirements of the By-Laws of the Corporation, increased the total number of shares of capital stock that the Corporation has the authority to issue, such action of the Board of Directors being taken in accordance with Section 2-105(c) of the Maryland General Corporation Law.

FOURTH:      (a)        The total number of additional shares of all classes of stock of the Corporation authorized at said board meeting, and the number and par value of the shares of each class, are as follows: two billion shares of the par value of one cent ($0.01) a share, and having an aggregate par value of Twenty Million Dollars ($20,000,000).

      (b)        The total number of shares of all classes of stock of the Corporation as increased, and the number and par value of the shares of each class, are as follows: sixty billion (60,000,000,000) shares of the par value of one cent ($0.01) a share and having an aggregate par value of Six Hundred Million Dollars ($600,000,000).

The shares shall be divided into the following classes of capital stock, each class comprising the number of shares and having the designations indicated, subject, however, to the authority to increase and decrease the number of shares of any class granted to the Board of Directors:

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CLASS	NUMBER OF SHARES
Index 500 Stock Portfolio Capital Stock	2,000,000,000
Select Bond Portfolio Capital Stock	2,000,000,000
Money Market Portfolio Capital Stock	2,000,000,000
Balanced Portfolio Capital Stock	3,000,000,000
Mid Cap Growth Stock Portfolio Capital Stock	2,000,000,000
International Equity Portfolio Capital Stock	2,000,000,000
High Yield Bond Portfolio Capital Stock	2,000,000,000
Large Cap Core Stock Portfolio Capital Stock	2,000,000,000
Growth Stock Portfolio Capital Stock	2,000,000,000
Index 400 Stock Portfolio Capital Stock	2,000,000,000
Small Cap Growth Stock Portfolio Capital Stock	2,000,000,000
Small Cap Value Portfolio Capital Stock	2,000,000,000
International Growth Portfolio Capital Stock	2,000,000,000
Domestic Equity Portfolio Capital Stock	2,000,000,000
Asset Allocation Portfolio Capital Stock	2,000,000,000
Mid Cap Value Portfolio Capital Stock	2,000,000,000
Focused Appreciation Portfolio Capital Stock	2,000,000,000
Equity Income Portfolio Capital Stock	2,000,000,000
Large Cap Blend Portfolio Capital Stock	2,000,000,000
Large Company Value Portfolio Capital Stock	2,000,000,000
Index 600 Stock Portfolio Capital Stock	2,000,000,000
Research International Core Portfolio Capital Stock	2,000,000,000
Emerging Markets Equity Portfolio Capital Stock	2,000,000,000
Inflation Protection Portfolio Capital Stock	2,000,000,000
Short-Term Bond Portfolio Capital Stock	2,000,000,000
Long-Term U.S. Government Bond Portfolio Capital Stock	2,000,000,000
Multi-Sector Bond Portfolio Capital Stock	2,000,000,000
Commodities Return Strategy Portfolio Capital Stock	2,000,000,000
Unallocated	3,000,000,000
TOTAL	60,000,000,000

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IN WITNESS WHEREOF, Northwestern Mutual Series Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested and its corporate seal to be hereunder affixed by its Secretary, effective as of the 16^th day of December, 2010.

Attest:	NORTHWESTERN MUTUAL SERIES FUND, INC.
/s/ Randy M. Pavlick	By:	/s/ R. David Ells
Randy M. Pavlick, Secretary		R. David Ells, President
[Corporate Seal]

The undersigned, President of Northwestern Mutual Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

/s/ R. David Ells

R. David Ells, President

Northwestern Mutual Series Fund, Inc.

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