AMENDMENT #3 TO
SUB-ADVISORY AGREEMENT
The following amendment is made to the Sub-Advisory Agreement dated
March 3, 1997, by and between Maxim Series Fund, Inc. (the "Fund"), GW Capital
management, LLC (the "Adviser"), and INVESCO Funds Group, Inc. (the
"Sub-Adviser") (the "Agreement"), as amended December 5, 1997 and March 6, 2001,
for Maxim INVESCO Balanced Portfolio, and is hereby incorporated into and made a
part of the Agreement.
Effective June 1, 2002, Article III, Section A. shall be deleted in its
entirety and replaced with the following:
A. Investment Advisory Fee. The Adviser, and not the Fund, will pay on the
last day of each month as monthly compensation to the Sub-advisor for
the services rendered by the Sub-adviser with respect to the Portfolio,
as described in Article II of this Agreement, based on an annual
percentage of the assets of the Portfolio (the "NAV Fee") as set forth
below:
Annual Fee Assets
---------- ------
.36% $0 to $160 million
.35% all assets over $160 million
Payment to the Sub-adviser will be made monthly by the Adviser based on
the average daily net assets of the Portfolio during each month,
calculated as set forth in the then current Registration Statement of
the Fund. If this Agreement is terminated, the payment shall be
prorated to the effective date of termination.
IN WITNESS WHEREOF, the parties hereto have caused this amending
agreement to be executed in triplicate this ___ day of June, 2002, in their
names and on their behalf by and through their duly authorized officers.
GW CAPITAL MANAGEMENT, LLC
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxxx
--------------------------------- -------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxxx
Title: Secretary Title: Senior Vice President
INVESCO FUNDS GROUP, INC.
Attest: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- -------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary and General Counsel Title: Senior Vice President,
Treasurer
MAXIM SERIES FUND, INC.
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx XxXxxxxx
--------------------------------- -------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx XxXxxxxx
Title: Secretary Title: Chairman and President
