Amendment to
Investment Advisory Agreement
between Maxim Series Fund, Inc.
and G W Capital Management, LLC
The following amendment is made to the Investment Advisory Agreement
between Maxim Series Fund, Inc. and GW Capital Management, LLC, dated December
5, 1997, as amended effective July 26, 1999 (the "Agreement"), and is hereby
incorporated into and made a part of the Agreement:
1. Article I, is amended by inserting the following Section D following Article
I, Section C:
D. Relationship With Sub-advisers Pursuant to Manger-of-Managers
Structure. In fulfilling its duties, the Adviser may select and contract at its
own expense with sub-advisers to manage the purchase, retention and disposition
of the investments, securities and cash of each Portfolio other than the Maxim
▇▇ ▇▇▇▇▇▇ Growth & Income Portfolio or any other Portfolio that is part of a
master-feeder arrangement. Furthermore, one or more Portfolios, as determined by
the Adviser, may be advised by two or more sub-advisers. Under these
circumstances, the Adviser would allocate such a Portfolio's assets between and
among its sub-advisers. The Adviser will continue to have responsibility for all
investment advisory services furnished pursuant to any sub-advisory agreement.
The Fund and the Adviser understand and agree that the Adviser will
manage the Fund in a "manager-of-managers" style, which contemplates that the
Adviser, among other things, is responsible for
(i) reviewing and recommending prospective sub-advisers for each Portfolio;
(ii) monitoring and supervising each sub-adviser's performance,
including each sub-adviser's practices in placing orders and
selecting brokers and dealers to execute the Portfolios'
transactions and in negotiating commission rates;
(iii) providing investment management evaluation services including
quantitative and qualitative analysis as well as periodic
in-person, telephonic and written consultations with the
sub-advisers;
(iv) communicating performance expectations and evaluations to each sub-
adviser;
(v) determining whether each sub-advisory agreement should be renewed,
modified, or terminated; and
(vi) providing reports to the Board covering the results of its
evaluation, monitoring functions and determinations with
respect to each sub-adviser.
All actions of the Adviser are subject to review by the Board. The Fund
recognizes that a sub-adviser's services may be terminated or modified pursuant
to this process, and that the Adviser may appoint a new sub-adviser for a
sub-adviser that is so removed.
Each sub-adviser's fees will be paid by the Adviser out of the advisory
fees received from each of the Portfolios. The fee will be computed daily and
paid periodically at an annual rate applied to the value of the average daily
net assets of the Portfolio or, in the future, the portion of the Portfolio
managed by that sub-adviser. Fees paid to a sub-adviser of a Portfolio with
multiple sub-advisers would depend both on the fee rate negotiated with the
Adviser and on the percentage of the Portfolio's assets allocated to that
sub-adviser by the Adviser, which may vary from time to time. Thus, the basis
for fees paid to any such sub-adviser would not be constant, and the relative
amounts of fees paid to the various sub-advisers of a Portfolio would fluctuate.
These internal fluctuations, however, would not affect the total management fees
paid by a Portfolio, which would continue to be fixed at the rates and on the
terms described in Article II, Section A of the Agreement. The Fund and its
Portfolios have no responsibility to compensate any sub-adviser in any manner.
The sub-advisers serve in a sub-advisory capacity to the Adviser with
respect to each Portfolio for which they provide investment advice. Subject to
the general supervision and direction of the Adviser and, ultimately, the Board,
each sub-adviser for a Portfolio:
(i) furnishes a continuous investment program for the Portfolio (or, in
the future, the portion thereof for which it provides investment advice) it
advises in accordance with the Portfolio's stated investment objectives and
policies;
(ii) makes investment decisions for the Portfolio (or, in the future,
the portion thereof for which it provides investment advice); and
(iii) places all orders to purchase and sell securities on behalf of
the Portfolio (or, in the future, the portion thereof for which it provides
investment advice).
Each sub-adviser is, and any future sub-adviser will be, unless exempt,
registered as an investment adviser under the Investment Advisers Act of 1940
and is or will be an "investment adviser," as defined in Section 2(a)(20) of the
Investment Company Act, with respect to the Portfolio or Portfolios (or portion
thereof) for which it provides investment advice. In addition, a sub-adviser may
perform certain limited administrative functions associated with its services
for the relevant Portfolio(s) as set forth in the relevant sub-advisory
agreement.
If a Portfolio employs multiple sub-advisers, each of whom would have
complete discretion to purchase and sell portfolio securities for that portion
of the assets of the Portfolio assigned to it by the Adviser, the Adviser will
monitor the performance of both the Portfolio as a whole and each sub-adviser
and will reallocate Portfolio assets among individual sub-advisers, or recommend
to the Board that a Portfolio employ or terminate particular sub-advisers, to
the extent necessary to achieve the overall objective of the particular
Portfolio.
Pursuant to the "manager-of-managers" structure, each sub-adviser
recommended by the Adviser will be selected and approved by the Board, including
a majority of the Directors who are not "interested persons," as defined in
section 2(a)(19) of the Investment Company Act, of the Fund or the Manager (the
"Independent Directors"), and each sub-adviser will perform its services
pursuant to a written sub-advisory agreement that complies with Section 15(a) of
the Investment Company Act and has been approved by the Board, including a
majority of the Independent Directors.
2. The preamble is amended to reflect that the Adviser has registered to do
business under the name "Maxim Capital Management, LLC."
IN WITNESS WHEREOF, the parties hereto have caused this amending
agreement to be executed in duplicate, in their names and on their behalf by and
through their duly authorized officers as of the ___ day of __________, 2002.
MAXIM SERIES FUND, INC.
Attest:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: President
GW CAPITAL MANAGEMENT, LLC
(d/b/a Maxim Capital Management LLC)
Attest:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ M.T.G. Graye
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: M.T.G. Graye
