AMENDMENT TO SUB-ADVISORY AGREEMENT
AMENDMENT TO
This amendment to Sub-Advisory Agreement, effective December 30, 2010 (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”), Mellon Capital Management Corporation, a corporation organized under the laws of the state of Delaware, 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, Sub-adviser and the Fund are parties to the Sub-Advisory Agreement dated April 1, 2003, as amended (the “Agreement”); and
WHEREAS, the Adviser, Sub-adviser and Fund desire to amend the Agreement, on the terms and conditions set forth herein.
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. Schedule A is deleted in its entirety and replaced with Schedule A attached hereto and incorporated herein.
2. Schedule B is deleted in its entirety and replaced with Schedule B attached hereto and incorporated herein.
3. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.
4. 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.
5. Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.
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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 | ||||||||
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| MAXIM SERIES FUND, INC. | ||||||||
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| MELLON CAPITAL MANAGEMENT CORPORATION | ||||||||
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Schedule A
Portfolios
Maxim S&P 500® Index Portfolio
Maxim Index 600 Portfolio
Maxim Stock Index Portfolio
Maxim S&P MidCap 400® Index Portfolio
Maxim International Index Portfolio
Schedule B
Fees
| Portfolio |
Fee Rate (as a % of average daily net asset value) | |
| Maxim S&P 500® Index Portfolio |
0.02% | |
| Maxim Index 600 Portfolio |
0.02% | |
| Maxim Stock Index Portfolio |
0.02% | |
| Maxim S&P MidCap 400® Index Portfolio |
0.035% on the first $500 million; 0.02% on all assets in excess of $500 million | |
| Maxim International Index Portfolio |
0.035% on the first $500 million; 0.02% on all assets in excess of $500 million |
