AMENDMENT TO
SUB-ADVISORY AGREEMENT
The following amendment is made to the Sub-Advisory Agreement dated
December 1, 1993, by and between Maxim Series Fund, Inc. (the "Fund"), GW
Capital Management, LLC (the "Adviser"), and Ariel Capital Management, Inc. (the
"Sub-Adviser") (the "Agreement"), as amended December 5, 1997 and November 1,
1996, for the Maxim Small-Cap Value Portfolio, and is hereby incorporated into
and made a part of the Agreement.
1. Effective May 1, 1999, all references to "Maxim Small-Cap Value
Portfolio" shall refer instead to "Maxim Ariel Small-Cap Value Portfolio"
wherever such references shall appear in the Agreement or this amendment.
2. Effective the date of this amendment, the following provision will
be added as Article XIV of the Agreement:
Non-Compete
The Adviser and Sub-Adviser acknowledge that, in the course of
providing services under this Agreement, Sub-Adviser may be introduced to
current or prospective customers (hereinafter a "Customer") of the Fund or any
affiliate of the Adviser and, as result of such introduction may have access to
or obtain information about such Customer. In the event said Customer ultimately
utilizes the Fund or any affiliate of the Adviser as an investment product
provider for any defined contribution plan offered by Customer, Sub-Adviser
agrees:
(a) not to utilize any confidential information regarding the Customer
and/or its employees' participation in such defined contribution plan(s) which
Sub-Adviser receives as result of providing services under this Agreement in
non-Maxim business of Sub-Adviser or any of its affiliates;
(b) not to attempt to contact the Customer without prior notification to
the Adviser; and
(c) not to attempt to sell any mutual funds affiliated with Sub-Adviser
directly to Customer on a stand-alone basis while Maxim Series Fund Portfolios
are included either directly or indirectly in the Customer's defined
contribution plan(s).
In the event such Customer does not utilize the Fund or any affiliate
of the Adviser as an investment product provider, Sub-Adviser is not subject to
any of the foregoing terms and conditions.
For purposes of this Section, defined contribution plan shall mean
401(a), 401(k), 457 and 403(b) plans.
For purposes of this Section, introduction shall mean inclusion of the
Portfolio (which is the subject of this Agreement) in the defined contribution
product offered to Customer for that Customer's consideration.
The following situations are not subject to the provisions of this
Section:
(a) Customer has a pre-existing relationship with Sub-Adviser; or
(b) Sub-Adviser or any of its affiliates makes other funds available
to another defined contribution plan product provider and that
product provider bids on the Customer's case using publicly
available information; or
(c) no introduction to Customer is made.
IN WITNESS WHEREOF, the parties hereto have caused this amending
agreement to be executed in duplicate this 8th_ day of __June__, 1999, in their
names and on their behalf by and through their duly authorized officers.
MAXIM SERIES FUND, INC.
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ X.X. Xxxx
-------------------- -------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxx
Title: President
ARIEL CAPITAL
MANAGEMENT, INC.
Attest: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
----------------------- ------------------
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx
Title: Senior VP
GW CAPITAL MANAGEMENT, LLC.
Attest: /s/ Xxxxx X. XxXxxx By: /s/ Xxxx X. Xxxxxx
------------------- ------------------
Name: Xxxxx X. XxXxxx Name: Xxxx X. Xxxxxx
Title: President
