AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDMENT TO AMENDED AND RESTATED
The following amendment, effective October , 2012, is made to the Amended and Restated Investment Advisory Agreement, by and between Maxim Series Fund, Inc. (the “Fund”) and GW Capital Management, LLC (the “Adviser”), dated December 5, 1997, as amended and restated on April 30, 2012 (the “Agreement”), and is hereby incorporated into and made a part of the Agreement.
| 1. | Article II, Section A is amended by replacing the first paragraph thereof with the following: |
As compensation for its services with respect to the Fund, the Adviser receives monthly compensation at the annual rate of 1.00% of the average daily net assets of the Maxim American Century Growth Portfolio; 0.95% of the average daily net assets of the Maxim Xxxxx XxxXxx Value Portfolio; 1.00% of the average daily net assets of the Maxim Ariel Small-Cap Value Portfolio; 0.50% of the average daily net assets of the Maxim Bond Index Portfolio; 0.70% of the average daily net assets of the Maxim Federated Bond Portfolio; 1.25% of the average daily net assets of the Xxxxx Xxxxxxx Xxxxx XxxXxx Value Portfolio; 0.70% of the average daily net assets of the Maxim International Index Portfolio; 1.00% of the average daily net assets of the Maxim Invesco ADR Portfolio; 1.40% of the average daily net assets of the Maxim Invesco Small-Cap Value Portfolio; 1.05% of the average daily net assets of the Maxim Janus Large Cap Growth Portfolio; 0.90% of the average daily net assets of the Xxxxx Xxxxxx Xxxxxx Bond Portfolio; 1.00% of the average daily net assets of the Xxxxx Xxxxxx Xxxxxx Small-Cap Value Portfolio; 1.20% of the average daily net assets of the Maxim MFS International Growth Portfolio; 1.00% of the average daily net assets of the Maxim MFS International Value Portfolio; 0.46% of the average daily net assets of the Maxim Money Market Portfolio; 1.10% of the average daily net assets of the Xxxxx Xxxxxx Equity Income Portfolio; 1.10% of the average daily net assets of the Xxxxx Xxxxxx High Yield Bond Portfolio; 0.70% of the average daily net assets of the Maxim Real Estate Index Portfolio; 0.60% of the average daily net assets of the Maxim S&P 500 Index Portfolio; 0.60% of the average daily net assets of the Maxim S&P MidCap 400 Index Portfolio; 0.60% of the average daily net assets of the Maxim S&P SmallCap 600 Index Portfolio; 0.60% of the average daily net assets of the Maxim Short Duration Bond Portfolio; 1.10% of the average daily net assets of the Maxim Small-Cap Growth Portfolio; 0.60% of the average daily net assets of the Maxim Stock Index Portfolio; 1.30% of the average daily net assets of the Xxxxx Xxxxxxxxx Global Bond Portfolio; 0.80% of the average daily net assets of the Maxim X. Xxxx Price Equity/Income Portfolio; 1.00% of the average daily net assets of the Maxim X. Xxxx Price XxxXxx Growth Portfolio; and 0.60% of the average daily net assets of the Maxim U.S. Government Mortgage Securities Portfolio.
| 2. | In the event of a conflict between the terms of this amendment and the Agreement, the terms of this amendment shall control. |
| 3. | This amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. |
| 4. | Except as amended by this amendment, all other provisions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed in their names and on their behalf by and through duly authorized officers.
| GW CAPITAL MANAGEMENT, LLC | ||||||||||
| (d/b/a Maxim Capital Management, LLC) | ||||||||||
| Attest: | /s/ X. X. Xxxxxxx |
By: | /s/ X.X. Xxxxxxx |
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| Name: | X.X. Xxxxxxx |
Name: | X.X. Xxxxxxx |
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| Title: | Assistant Vice President, |
Title: | President & Chief Executive Officer |
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| Counsel & Secretary |
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| MAXIM SERIES FUND, INC. | ||||||||||
| Attest: | /s/ X.X. Xxxxxxx |
By: | /s/ X.X. Xxxxxx |
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| Name: | X.X. Xxxxxxx |
Name: | X.X. Xxxxxx |
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| Title: | Assistant Vice President, |
Title: | Chief Financial Officer & Treasurer |
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| Counsel & Secretary |
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