AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
The following amendment is made to the Investment Advisory Agreement
effective May 1, 2003, by and between Maxim Series Fund, Inc. (the "Fund") and
GW Capital Management, LLC (the "Adviser") dated December 5th, 1997, as amended
on July 26th, 1999, May 1, 2002 and May 1, 2003, (the "Agreement"), and is
hereby incorporated into and made a part of the Agreement.
1. Article II, Section A, of the Agreement is hereby amended by adding the
following:
As compensation for its services with respect to the Fund, the
Adviser receives monthly compensation at the annual rate of
0.60% of the average daily net assets of the Maxim S&P 500
Index(R) Portfolio.
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.
GW CAPITAL MANAGEMENT, LLC
(d/b/a Maxim Capital Management,
LLC)
Attest: __________________________ By: ___________________________
Name: __________________________ Name: ___________________________
Title: __________________________ Title: ___________________________
MAXIM SERIES FUND, INC.
Attest: __________________________ By: ___________________________
Name: __________________________ Name: ___________________________
Title: __________________________ Title: ___________________________
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
Effective July 1, 2003, the following amendment is made to the
Investment Advisory Agreement by and between Maxim Series Fund, Inc. (the
"Fund") and GW Capital Management, LLC (the "Adviser") dated December 5th, 1997,
as amended on July 26th, 1999, May 1st, 2002, and May 1st, 2003, (the
"Agreement"), and is hereby incorporated into and made a part of the Agreement.
The name of the Maxim INVESCO Small-Cap Growth Portfolio, wherever such
reference shall appear in the Agreement or the amendments thereto,
shall be re-designated as Maxim MFS(R) Small-Cap Growth Portfolio.
IN WITNESS WHEREOF, the parties hereto have cause this amending
agreement to be executed in duplicate in their names and on their behalf by and
through their duly authorized officers.
GW CAPITAL MANAGEMENT, LLC
(d/b/a Maxim Capital Management,
LLC)
Attest: __________________________ By: ___________________________
Name: __________________________ Name: ___________________________
Title: __________________________ Title: ___________________________
MAXIM SERIES FUND, INC.
Attest: __________________________ By: ___________________________
Name: __________________________ Name: ___________________________
Title: __________________________ Title: ___________________________
