AMENDMENT TO SUB-ADVISORY AGREEMENT
AMENDMENT TO
This amendment to Sub-Advisory Agreement, effective June 1, 2008 (this “Amendment”), is made by and among GW Capital Management, LLC doing business as Maxim Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), AllianceBernstein L.P. (formerly known as Alliance Capital Management L.P.) a limited partnership organized under the laws of Delaware and registered as an investment adviser under the Investment Advisers Act of 1940 (the “Sub-adviser”), and Maxim Series Fund, Inc., a Maryland corporation (the “Fund").
WHEREAS, the Adviser, Alliance Capital Management L.P. and the Fund are parties to the Sub-Advisory Agreement dated July 5, 2005 (the “Agreement”);
WHEREAS, Alliance Capital Management L.P. underwent a rebranding and changed its name to AllianceBernstein L.P.; and
WHEREAS, the Adviser, Sub-adviser and Fund desire to amend the Agreement, on the terms and conditions set forth herein, to reflect the aforementioned name change.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. All references in the Agreement to Alliance Capital Management L.P. are changed to AllianceBernstein L.P.
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.
[Remainder of page intentionally blank. Signature page to follow.]
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.
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GW CAPITAL MANAGEMENT, LLC |
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(d/b/a Maxim Capital Management, LLC) |
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MAXIM SERIES FUND, INC. |
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ALLIANCEBERNSTEIN L.P. |
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