AMENDMENT
TO
RULE 12d1-4 ETF
FUND OF FUNDS INVESTMENT AGREEMENT
THIS AMENDMENT is made as of June 20, 2025, between the Northwestern Mutual Series Fund, Inc. (the “Investing Company”), on behalf of each of its series listed on Exhibit A, severally and not jointly (each, an “Acquiring Fund” and together, the “Acquiring Funds”), and the J.P. Morgan Exchange- Traded Fund Trust (the “Trust”), on behalf of each series of the Trust listed on Exhibit A, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
WHEREAS, the Investing Company, on behalf of the Acquiring Funds, and the Trust, on behalf of each Acquired Fund, are parties to a Rule 12d1-4 Fund of Funds Investment Agreement (the “Agreement”) dated January 19, 2022;
WHEREAS, the Investing Company and the Trust desire to amend the Agreement to modify the list of Acquiring Funds on Schedule A as set forth in this Amendment;
NOW THEREFORE, in accordance with Rule 12d1-4 under the 1940 Act, as amended, the parties agree as follows:
| 1. | That portion of Schedule A to the Agreement that relates to the Acquiring Funds shall be modified by deleting the text set forth therein and replacing it with the text set forth on Exhibit A attached to this Amendment, the content of which is hereby incorporated herein by this reference. |
| 2. | Except as modified by this Amendment, the Agreement shall remain in full force and effect, and it is hereby ratified and confirmed. |
| 3. | This Amendment may be executed in two or more counterparts, all of which when taken together shall constitute one instrument. |
IN WITNESS WHEREOF, each party has caused this Amendment to be signed below by a duly authorized officer with full power and authority to execute this Amendment.
| J.P. Morgan Exchange-Traded Fund Trust | Northwestern Mutual Series Fund, Inc. | |||||
| Signature: /s/ Timothy Clemens | Signature: | /s/ Paul A. Mikelson | ||||
| Name: | Timothy Clemens | Name: | Paul A. Mikelson | |||
| Title: | Treasurer | Title: | President | |||
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SCHEDULE A
List of Funds to Which the Agreement Applies
Acquired Funds
| Ticker | Fund Name |
| JBND | JPMorgan Active Bond ETF |
| JADE | JPMorgan Active Developing Markets Equity ETF |
| JGRO | JPMorgan Active Growth ETF |
| JCHI | JPMorgan Active China ETF |
| JPSV | JPMorgan Active Small Cap Value ETF |
| JAVA | JPMorgan Active Value ETF |
| JEMA | JPMorgan ActiveBuilders Emerging Markets Equity ETF (fka JPM Emerging Mkts Equity Core ETF) |
| BBCA | JPMorgan BetaBuilders Canada ETF |
| BBAX | JPMorgan BetaBuilders Developed Asia Pacific ex-Japan ETF |
| BBEM | JPMorgan BetaBuilders Emerging Markets Equity ETF |
| BBEU | JPMorgan BetaBuilders Europe ETF |
| BBIN | JPMorgan BetaBuilders International Equity ETF |
| BBJP | JPMorgan BetaBuilders Japan ETF |
| BBRE | JPMorgan BetaBuilders MSCI US REIT ETF |
| BBAG | JPMorgan BetaBuilders U.S. Aggregate Bond ETF |
| BBUS | JPMorgan BetaBuilders U.S. Equity ETF |
| BBMC | JPMorgan BetaBuilders U.S. Mid Cap Equity ETF |
| BBSC | JPMorgan BetaBuilders U.S. Small Cap Equity ETF |
| BBSB | JPMorgan BetaBuilders U.S. Treasury Bond 1-3 Year ETF |
| BBLB | JPMorgan BetaBuilders U.S. Treasury Bond 20+ Year ETF |
| BBIB | JPMorgan BetaBuilders U.S. Treasury Bond 3-10 Year ETF |
| BBHY | JPMorgan BetaBuilders USD High Yield Corporate Bond ETF |
| BBCB | JPMorgan BetaBuilders USD Investment Grade Corporate Bond ETF |
| JCTR | JPMorgan Carbon Transition U.S. Equity ETF |
| TEMP | JPMorgan Climate Change Solutions ETF |
| JCPB | JPMorgan Core Plus Bond ETF |
| JPEM | JPMorgan Diversified Return Emerging Markets Equity ETF |
| JPIN | JPMorgan Diversified Return International Equity ETF |
| JPUS | JPMorgan Diversified Return U.S. Equity ETF |
| JPME | JPMorgan Diversified Return U.S. Mid Cap Equity ETF |
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| JPSE | JPMorgan Diversified Return U.S. Small Cap Equity ETF |
| JDIV | JPMorgan Dividend Leaders ETF |
| JPEF | JPMorgan Equity Focus ETF |
| JEPI | JPMorgan Equity Premium Income ETF |
| LCDS | JPMorgan Fundamental Data Science Large Core ETF |
| MCDS | JPMorgan Fundamental Data Science Mid Core ETF |
| SCDS | JPMorgan Fundamental Data Science Small Core ETF |
| JGLO | JPMorgan Global Select Equity ETF |
| JDOC | JPMorgan Healthcare Leaders ETF |
| JMHI | JPMorgan High Yield Municipal ETF |
| JPIE | JPMorgan Income ETF |
| JCPI | JPMorgan Inflation Managed Bond ETF |
| JPIB | JPMorgan International Bond Opportunities ETF |
| JIG | JPMorgan International Growth ETF |
| JIRE | JPMorgan International Research Enhanced Equity ETF |
| JIVE | JPMorgan International Value ETF |
| JPLD | JPMorgan Limited Duration Bond ETF |
| JMUB | JPMorgan Municipal ETF |
| JEPQ | JPMorgan Nasdaq Equity Premium Income ETF |
| JPRE | JPMorgan Realty Income ETF |
| JSCP | JPMorgan Short Duration Core Plus ETF |
| JMSI | JPMorgan Sustainable Income ETF |
| JMEE | JPMorgan Small & Mid Cap Enhanced Equity ETF |
| JTEK | JPMorgan US Tech Leaders ETF |
| JMOM | JPMorgan U.S. Momentum Factor ETF |
| JUSA | JPMorgan U.S. Research Enhanced Large Cap ETF |
| JQUA | JPMorgan U.S. Quality Factor ETF |
| JVAL | JPMorgan U.S. Value Factor ETF |
| JPST | JPMorgan Ultra-Short Income ETF |
| JMST | JPMorgan Ultra-Short Municipal Income ETF |
| JPMB | JPMorgan USD Emerging Markets Sovereign Bond ETF |
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Exhibit A
List of Funds to Which the Agreement Applies
Acquiring Funds
Active/Passive Conservative Portfolio
Balanced Portfolio (effective July 1, 2025, the name of the Portfolio will be Active/Passive Balanced Portfolio)
Asset Allocation Portfolio (effective July 1, 2025, the name of the Portfolio will be Active/Passive Moderate Portfolio)
Active/Passive Aggressive Portfolio
Active/Passive All Equity Portfolio (effective on or about September 30, 2025, the name of the Portfolio will be the Active/Passive Very Aggressive Portfolio)
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