ARTICLE I Duties of the Adviser The Fund hereby employs the Adviser to act as the investment adviser to and manager of the Fund, and, subject to the review of the Board of Directors of the Fund ("the Board"), to manage the investment and reinvestment...

                  Exhibit 5







                                INVESTMENT ADVISORY AGREEMENT


        INVESTMENT  ADVISORY  AGREEMENT made this 5th day of December,  1997, by
and between Maxim Series Fund, Inc., a Maryland corporation ("the Fund"), and GW
Capital  Management,  LLC, a Colorado Limited Liability Company registered as an
investment  adviser under the Investment  Advisers Act of 1940 ("the  Adviser"),
whereby the Adviser will act as investment adviser to the Fund as follows:

                                          ARTICLE I
                                    Duties of the Adviser
        The Fund hereby employs the Adviser to act as the investment  adviser to
and manager of the Fund, and, subject to the review of the Board of Directors of
the Fund ("the Board"),  to manage the investment and reinvestment of the assets
of its  existing  portfolio  and of each  portfolio  it may create in the future
("the  Portfolios")  and to  administer  its affairs,  for the period and on the
terms and  conditions  set forth in this  Agreement.  The Adviser hereby accepts
such employment and agrees during such period, at its own expense, to render the
services  and to assume the  obligations  herein set forth for the  compensation
provided for herein.  The Adviser shall for all purposes  herein be deemed to be
an independent  contractor and shall,  unless  otherwise  expressly  provided or
authorized,  have no authority  to act for or  represent  the Fund in any way or
otherwise be deemed an agent of the Fund.
        A.  Investment  Advisory  Services.  In carrying out its  obligations to
manage the  investment and  reinvestment  of the assets of the Fund, the Adviser
shall, when appropriate and consistent with the limitations set forth in Section
C hereof:
               (a) perform research and obtain and evaluate pertinent  economic,
        statistical,  and financial data relevant to the investment  policies of
        the Fund;
               (b)    consult  with the  Board
        and     furnish     to    the    Board
        recommendations  with  respect  to  an
        overall  investment plan for approval,
        modification,   or  rejection  by  the
        Board;
               (c)    seek out,  present,  and
        recommend     specific      investment
        opportunities,   consistent  with  any
        overall  investment  plan  approved by
        the Board;
               (d) take such steps as are  necessary  to  implement  any overall
        investment plan approved by the Board, including making and carrying out
        decisions to acquire or dispose of permissible  investments,  management
        of  investments  and any other  property of the Fund,  and  providing or
        obtaining  such  services as may be necessary in managing,  acquiring or
        disposing of investments;
               (e)   regularly   report  to  the  Board  with   respect  to  the
        implementation  of any approved  overall  investment  plan and any other
        activities in connection with management of the assets of the Account;
               (f)    maintain   all  required
        accounts,      records,     memoranda,
        instructions     or     authorizations
        relating   to   the   acquisition   or
        disposition  of  investments  for  the
        Fund; and
               (g)    determine  the net asset
        value  of  the  Fund  as  required  by
        applicable law.
        If, in the  judgment  of the  Adviser,
the Fund would be  benefited  by  supplemental  investment  research  from other
persons or entities,  outside the context of a specific  brokerage  transaction,
the  Adviser  is  authorized  to obtain and pay a  reasonable  flat fee for such
information.  Supplemental  investment  research shall be limited to statistical
and other factual information, advice regarding economic factors and trends, and
advice as to  occasional  transactions  in  specific  securities,  and shall not
involve  general  advice or  recommendations  regarding  the purchase or sale of
securities.  The  expense of the  Adviser  may not be  necessarily  reduced as a
result  of the  receipt  of  such  supplement  information.  The  Adviser  shall
regularly  report to the Board  when it has  secured  or,  where  time  permits,
intends to secure said supplemental  investment  research.  It is understood and
agreed that the Board  retains the right to limit the scope of or to  disapprove
of said research.
        B. Administrative Services. In addition to the performance of investment
advisory services,  the Adviser shall perform,  or supervise the performance of,
administrative  services in connection  with the  management of the Fund and the
Portfolios,  including all financial reporting for the Fund. In this connection,
the  Adviser  agrees to (i)  assist in  supervising  all  aspects  of the Fund's
operations,  including the coordination of all matters relating to the functions
of the custodian,  transfer agent or other  shareholder  service agents, if any,
accountants,  attorneys and other  parties  performing  services or  operational
functions for the Fund,  (ii) provide the Fund, at the Adviser's  expense,  with
services of persons,  who may be the  Adviser's  managers,  competent to perform
such  administrative and clerical functions as are necessary in order to provide
effective  administration  of the  Fund,  including  duties in  connection  with
certain  reports and the  maintenance  of certain books and records of the Fund,
and (ii) provide the Fund, at the Adviser's expense,  with adequate office space
and related  services  necessary  for its  operations  as  contemplated  in this
Agreement.  Nothing  contained  herein will be  construed to restrict the Fund's
right to hire its own  employees  or to contract for services to be performed by
third parties.
        C.  Limitations  on Advisory  Services.  The Adviser  shall  perform the
services under this Agreement subject to the review of the Board and in a manner
consistent with the investment  objectives,  policies,  and  restrictions of the
Fund as stated in its  Registration  Statement,  as  amended  from time to time,
filed with the Securities and Exchange Commission, its Articles of Incorporation
and Bylaws,  as amended from time to time and the  provisions of the  Investment
Company Act of 1940, as amended (the "Investment Company Act").
        The Fund has  furnished  or will  furnish the Adviser with copies of the
Fund's Prospectus, Articles of Incorporation,  and Bylaws as currently in effect
and agrees during the  continuance of this Agreement to furnish the Adviser with
copies  of any  amendments  or  supplements  thereto  before  or at the time the
amendments or supplements become effective. The Adviser will be entitled to rely
on all documents furnished by the Fund.
                                         ARTICLE II
                                 Compensation of the Adviser
        A.  Investment  Advisory  Fee. As  compensation  for its services to the
Fund, the Adviser receives  monthly  compensation at the annual rate of 0.46% of
the average daily net assets of the Money Market Portfolio; 0.50% of the average
daily net assets of the  Zero-Coupon  Treasury  Portfolio;  0.53% of the average
daily net  assets of the Maxim  Vista  Growth & Income  Portfolio;  0.60% of the
average daily net assets of each of the Bond  Portfolio,  the  Investment  Grade
Bond  Portfolio,  the U.S.  Government  Securities  Portfolio,  the Total Return
Portfolio,  the Stock Index Portfolio,  the U.S.  Government Mortgage Securities
Portfolio,  the Small-Cap Index Portfolio, the Growth Index Portfolio, the Value
Index Portfolio and the Short-Term Maturity Bond Portfolio; 0.80% of the average
daily net assets of the Maxim X. Xxxx Price  Equity/Income  Portfolio;  0.90% of
the  average  daily net assets of the  Corporate  Bond  Portfolio;  0.95% of the
average daily net assets of each of the Mid-Cap  Portfolio and the Maxim INVESCO
Small-Cap Growth Portfolio; and 1.00% of the average daily net assets of each of
the Maxim INVESCO  Balanced  Portfolio,  Small-Cap  Value  Portfolio,  the Maxim
INVESCO ADR Portfolio,  the Foreign Equity Portfolio,  the Small-Cap  Aggressive
Growth Portfolio and the International Equity Portfolio. As compensation for its
services with respect to the Fund, the Adviser receives monthly  compensation at
the annual  rate of 1.00% of the  average  daily net assets of each of the Maxim
Blue Chip and Maxim MidCap Growth  Portfolios.  As compensation for its services
with  respect to the Fund,  the Adviser  receives  monthly  compensation  at the
annual  rate of 0.25% of the  average  daily  net  assets  of each of the  Maxim
Aggressive Profile, Maxim Moderately Aggressive Profile, Maxim Moderate Profile,
Maxim Moderately Conservative Profile and Maxim Conservative Profile Portfolios.
        B.  Allocation  of  Expenses.  Except  with  respect  to the  Portfolios
indicated below,  the Adviser shall be responsible for all expenses  incurred in
performing the services set forth in this Agreement and all other expenses,  and
the  Fund  shall  pay  only  extraordinary  expenses,   including  the  cost  of
litigation.
        With  respect  to the  Small-Cap  Value,  MidCap,  Small-Cap  Aggressive
Growth,  Foreign  Equity,  Maxim X.  Xxxx  Price  Equity/Income,  Maxim  INVESCO
Small-Cap Growth, Maxim INVESCO ADR,  International  Equity, Maxim MidCap Growth
and Maxim Blue Chip Portfolios:

        (a)The Adviser shall be responsible for all of its expenses  incurred in
           performing  the  services  set  forth in  Article I  hereunder.  Such
           expenses include, but are not limited to, costs incurred in providing
           investment  advisory  services;  compensating  and furnishing  office
           space for  managers  and  employees  of the  Adviser  connected  with
           investment and economic research,  trading, and investment management
           of the Fund; and paying all fees of all directors of the Fund who are
           affiliated persons of the Adviser or any of its subsidiaries.
        (b)The Fund pays all other  expenses  incurred in its  operation and all
           of its general administrative  expenses,  including,  but not limited
           to,  redemption   expenses,   expenses  of  portfolio   transactions,
           shareholder  servicing  costs,  pricing  costs  (including  the daily
           calculation of net asset value),  interest,  charges of the custodian
           and transfer  agent,  if any, cost of auditing  services,  directors'
           fees,  legal expenses,  state franchise and other taxes,  expenses of
           registering  the shares  under  Federal  and state  securities  laws,
           Securities and Exchange  Commission  fees,  advisory fees,  insurance
           premiums,  costs of  maintenance  of  corporate  existence,  investor
           services  (including  allocable  personnel and  telephone  expenses),
           costs of printing  proxies,  stock  certificates,  costs of corporate
           meetings, and any extraordinary expenses, including litigation costs.
           Accounting  services are provided for the Fund by the Adviser and the
           Fund  shall  reimburse  the  Adviser  for  its  costs  in  connection
           therewith.

        C.  Notwithstanding  the second  paragraph  of Section  B,  above,  with
respect to the following  Portfolios of the Fund, the Adviser shall pay Expenses
which  exceed an annual rate of:  1.35% of the  average  daily net assets of the
Small-Cap Value Portfolio;  1.10% of the average daily net assets of the Mid-Cap
and Maxim INVESCO  Small-Cap Growth  Portfolios;  1.30% of the average daily net
assets of the Small-Cap Aggressive Growth Portfolio;  0.95% of the Maxim X. Xxxx
Price  Equity/Income  Portfolio;  1.50% of the Maxim INVESCO ADR, Foreign Equity
and International Equity Portfolios.  For purposes of this Section C, "Expenses"
with respect to a Portfolio  shall mean the sum of (a) the  investment  advisory
fee described in Section A, above,  for such  Portfolio,  and (b) expenses to be
paid directly by the Fund, as described in clause (b) of the second paragraph of
Section B, above,  with respect to such  Portfolio.  Notwithstanding  the second
paragraph of Section B, above,  with respect to the following  Portfolios of the
Fund the Adviser shall pay Expenses which exceed an annual rate of: 1.05% of the
average daily net assets of the Maxim MidCap  Growth  Portfolio and 1.15% of the
average daily net assets of the Maxim Blue Chip Portfolio.

                                         ARTICLE III
                            Portfolio Transactions and Brokerage
        The Adviser  agrees to  determine  the
securities to be purchased or sold by the Portfolios,  subject to the provisions
of  Article  I, and to  place  orders  pursuant  to its  determinations,  either
directly with the issuer, with any broker-dealer or underwriter that specializes
in the  securities  for  which the  order is made,  or with any other  broker or
dealer selected by the Adviser, subject to the following limitations.
        The Adviser is  authorized  to select the  brokers or dealers  that will
execute the  purchases and sales of portfolio  securities  for the Fund and will
use its best efforts to obtain the most  favorable  net results and execution of
the Fund's orders, taking into account all appropriate factors, including price,
dealer spread or commission, if any, size of the transaction,  and difficulty of
the transaction.  In evaluating the net results of brokerage services offered by
brokers or dealers that also  provide  supplemental  investment  research to the
Adviser for a flat fee (see Article I) the Adviser need not take such a flat fee
into consideration.
        If, in the  judgment  of the  Adviser,  the Fund would be  benefited  by
supplemental  investment  research in addition to such research  furnished for a
flat fee, the Adviser is authorized to pay spreads or  commissions to brokers or
dealers  furnishing  such  services  in excess of spreads or  commissions  which
another  broker or dealer may charge for the same  transaction.  The expenses of
the  Adviser  may not  necessarily  be  reduced  as a result of  receipt of such
supplemental information.
        Subject to the above  requirements  and the provisions of the Investment
Company Act of 1940,  the  Securities  Exchange  Act of 1934,  other  applicable
provisions of law, and the terms of any  exemption(s)  therefrom,  nothing shall
prohibit the Adviser from selecting brokers or dealers with which it or the Fund
are affiliated.
                                         ARTICLE IV
                                  Activities of the Adviser
        The services of the Adviser to the Fund under this  Investment  Advisory
Agreement are not to be deemed  exclusive and the Adviser will be free to render
similar  services  to  others  so long as its  services  under  this  Investment
Advisory Agreement are not impaired. It is understood that directors,  officers,
employees  and  shareholders  of the Fund are or may  become  interested  in the
Adviser,  as  managers,  employees or members or  otherwise  and that  managers,
employees or members of the Adviser are or may become  similarly  interested  in
the  Fund,  and that the  Adviser  is or may  become  interested  in the Fund as
shareholder or otherwise.
        It is  agreed  that  the  Adviser  may use any  supplemental  investment
research obtained for the benefit of the Fund in providing  investment advice to
its other investment advisory accounts.  The Adviser or its subsidiaries may use
such information in managing their own accounts.  Conversely,  such supplemental
information  obtained  by the  placement  of  business  for the Adviser or other
entities  advised by the Adviser will be  considered by and may be useful to the
Adviser in carrying out its obligations to the Fund.
        Securities  held by the Fund may also be held by  separate  accounts  or
other mutual funds for which the Adviser acts as an adviser or by the Adviser or
its subsidiaries. Because of different investment objectives or other factors, a
particular  security may be bought by the Adviser or its subsidiaries or for one
or more  clients  when one or more  clients are selling  the same  security.  If
purchases or sales of  securities  for the Fund or other  entities for which the
Adviser or its  subsidiaries  act as  investment  adviser or for their  advisory
clients arise for  consideration at or about the same time, the Fund agrees that
the Adviser may make transactions in such securities,  insofar as feasible,  for
the respective  entities and clients in a manner deemed equitable to all. To the
extent that transactions on behalf of more than one client of the Adviser during
the same period may increase the demand for  securities  being  purchased or the
supply of  securities  being  sold,  the Fund  recognizes  that  there may be an
adverse effect on price.
        It is agreed that,  on occasions  when the Adviser deems the purchase or
sale of a  security  to be in the  best  interests  of the Fund as well as other
accounts or companies,  it may, to the extent  permitted by applicable  laws and
regulations,  but will not be obligated to,  aggregate the securities to be sold
or purchased for the Fund with those to be sold or purchased for other  accounts
or  companies  in  order  to  obtain  favorable   execution  and  low  brokerage
commissions.  In that event,  allocation of the securities purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Adviser in
the manner it considers to be most equitable and  consistent  with its fiduciary
obligations  to the Fund  and to such  other  accounts  or  companies.  The Fund
recognizes  that in some cases this  procedure may adversely  affect the size of
the position obtainable for a Fund portfolio.

                                          ARTICLE V
                               Effectiveness of the Agreement
        This Investment  Advisory  Agreement shall not become effective (and the
Adviser  shall not serve or act as  investment  adviser)  unless and until it is
approved by the Board  including a majority of directors  who are not parties to
this Agreement or interested persons of any such party to this Agreement, and by
the sole  shareholder;  and this Agreement shall come into full force and effect
on the date on which it is so approved.

                                         ARTICLE VI
                                    Term of the Agreement
        This  Investment  Advisory  Agreement  shall  remain in effect until the
earlier of one year from its  effective  date or the date of the first annual or
special  meeting of  shareholders of the Fund and shall continue so long as such
continuance is specifically  approved by a majority of the outstanding shares of
the Fund at that time and at least  annually  thereafter  (a) by the vote of the
majority of the Board, or by vote of a majority of the outstanding shares of the
Fund, including a majority of the outstanding shares of each Portfolio,  and (b)
by the vote of a majority  of the  members of the Board,  who are not parties to
this  Agreement  or  interested  persons of any such party,  cast in person at a
meeting  called for the purpose of voting on such approval.  In connection  with
such  approvals,  the Board shall  request and  evaluate,  and the Adviser shall
furnish,  such information as may be reasonably  necessary to evaluate the terms
of this Agreement. This Agreement:
        (a)    shall not be  terminated by the
               Adviser   without  sixty  days'
               prior   written    notice   and
               without  the prior  approval of
               a   new   investment   advisory
               agreement    by   vote   of   a
               majority  of  the   outstanding
               shares of the Fund;
        (b)    shall     be     subject     to
               termination,     without    the
               payment of any penalty,  by the
               Board or by vote of a  majority
               of   the   outstanding   voting
               securities   of  the  Fund,  on
               sixty days'  written  notice to
               the Adviser;
        (c)    shall  not be  amended  without
               specific   approval   of   such
               amendment by (i) the Board,  or
               by the  vote of a  majority  of
               the  outstanding  shares of the
               Fund,  including  a majority of
               the outstanding  shares of each
               Portfolio,  and (ii) a majority
               of those  directors who are not
               parties  to this  Agreement  or
               interested  persons  of  such a
               party,  cast  in  person  at  a
               meeting  called for the purpose
               of voting on such approval; and
           (d)         shall     automatically
           terminate   upon    assignment   by
           either party.

                                         ARTICLE VII
                                        Recordkeeping
        The Adviser  agrees that all accounts and records which it maintains for
the Fund shall be the property of the Fund and that it will  surrender  promptly
to the designated officers of the Fund any or all such accounts and records upon
request. The Adviser further agrees to preserve for the period prescribed by the
rules and regulations of the Securities and Exchange Commission all such records
as are required to be maintained pursuant to said rules. The Adviser also agrees
that  it will  maintain  all  records  and  accounts  regarding  the  investment
activities of the Fund in a  confidential  manner.  All such accounts or records
shall be made  available,  within five (5) business days of the request,  to the
Fund's  accountants or auditors  during regular  business hours at the Adviser's
offices upon  reasonable  prior written  notice.  In addition,  the Adviser will
provide any materials,  reasonably  related to the investment  advisory services
provided hereunder,  as may be reasonably  requested in writing by the directors
or officers of the Fund or as may be required by any governmental  agency having
jurisdiction.

                 ARTICLE VIII
                                  Liability of the Adviser
        In the absence of willful  misfeasance,  bad faith,  gross negligence or
reckless  disregard of  obligations or duties on the part of the Adviser (or its
managers, agents, employees,  members, and any other person or entity affiliated
with the Adviser or retained  by it to perform or assist in the  performance  of
its  obligations  under this  Agreement),  neither  the  Adviser  nor any of its
managers,  employees  or agents  shall be subject to liability to the Fund or to
any  shareholder  for any act or omission in the course of, or  connected  with,
rendering services hereunder, including without limitation any error of judgment
or mistake of law or for any loss  suffered  by the Fund or any  shareholder  in
connection  with the  matters to which  this  Agreement  relates,  except to the
extent specified in Section 36(b) of the Investment  Company Act concerning loss
resulting  from a breach  of  fiduciary  duty with  respect  to the  receipt  of
compensation for services.

                                         ARTICLE IX
                                        Governing Law
        This Investment  Advisory  Agreement is subject to the provisions of the
Investment  Company  Act,  as  amended,  and the  rules and  regulations  of the
Securities  and  Exchange  Commission  thereunder,   including  such  exemptions
therefrom as the Securities and Exchange Commission may grant. Words and phrases
used herein shall be interpreted in accordance with that Act and those rules and
regulations. As used with respect to the Fund or any of its Portfolios, the term
"majority of the  outstanding  shares" means the lesser of (i) 67% of the shares
represented  at a meeting at which more than 50% of the  outstanding  shares are
represented or (ii) more than 50% of the outstanding shares.






        IN WITNESS  WHEREOF,  the parties have caused this  Investment  Advisory
Agreement to be signed by their respective officials duly authorized,  as of the
day and year first
above written.

                                    MAXIM
SERIES FUND, INC.


                                    By:
/s/ X.X. Xxxx
                                    Name:
X.X. Xxxx
Title:  President
Attest:

/s/ Xxxxxxx X. Xxxxx
Name:  Xxxxxxx X. Xxxxx

                                    XX
CAPITAL MANGEMENT, LLC


                                    By:
/s/ X.X. Xxxxxx
                                    Name:
X.X. Xxxxxx
                                    Title:
President
Attest:

/s/ Xxxxx X. XxXxxx
Name:  Xxxxx X. XxXxxx






                                   SUB-ADVISORY AGREEMENT

        SUB-ADVISORY AGREEMENT (herein "the Agreement" or "this Agreement") made
this 1st day of  April,  1998 by and  between  G W Capital  Management,  LLC,  a
Colorado  corporation  registered as an investment  adviser under the Investment
Advisers Act of 1940 ("the Adviser"), Founders Asset Management, LLC, a Delaware
limited  liability  company  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"),  this  Agreement  embodying  the
arrangement  whereby the  Sub-adviser  will act as an investment  adviser to the
Maxim Blue Chip Portfolio of the Fund (the "Portfolio"), in conjunction with the
Adviser, as follows:

                                          ARTICLE I
                                          Preamble
        The Fund entered into an Investment Advisory Agreement with the Adviser,
a copy of which is attached  hereto as Appendix A. This  advisory  agreement and
all amendments thereto are hereinafter referred to as "the GW Agreement". In the
GW Agreement,  the Adviser  agreed to act as adviser to and manager of the Fund.
In that  capacity it agreed to manage the  investment  and  reinvestment  of the
assets of any portfolio of the Fund in existence or created in the future and to
administer  the Fund's  affairs.  The Adviser wishes to obtain  assistance  with
respect  to its  aforesaid  advisory  and  management  role with  respect to the
Portfolio only to the extent  described  herein,  and the Fund by this Agreement
agrees to such arrangement.

                                         ARTICLE II
                                  Duties of the Sub-adviser
        The Adviser  hereby  employs the  Sub-adviser to act with the Adviser as
investment advisers to and managers of the Portfolio, and, subject to the review
of the Board of Directors of the Fund ("the  Board"),  to manage the  investment
and  reinvestment  of the assets of the Portfolio and to administer its affairs,
for the period and on the terms and conditions set forth in this Agreement.  The
Sub-adviser  hereby  accepts such  employment  and agrees  during such period to
render  the  services  and to assume  the  obligations  herein set forth for the
compensation  provided for herein. The Sub-adviser shall for all purposes herein
be deemed to be an independent  contractor and shall, unless otherwise expressly
provided or authorized by this Agreement or otherwise,  have no authority to act
for or  represent  the Fund in any way or  otherwise  be  deemed an agent of the
Fund.
        A.     Investment     Sub-Advisory
Services.  In carrying out its  obligations to
assist  in   managing   the   investment   and
reinvestment  of the assets of the  Portfolio,
the Sub-adviser  shall,  when  appropriate and
consistent  with the  limitations set forth in
Section B hereof:
               (a) perform research and obtain and evaluate pertinent  economic,
        statistical,  and financial data relevant to the investment  policies of
        the Portfolio;
               (b)  consult  with the  Adviser and with the Board and furnish to
        the Adviser  and the Board  recommendations  with  respect to an overall
        investment  plan  for  the  Portfolio  for  approval,  modification,  or
        rejection by the Board;
               (c)    seek         out
        specific            investment
        opportunities      for     the
        Portfolio,  consistent with an
        overall     investment    plan
        approved  by the  Adviser  and
        the Board;
               (d) take such steps as are  necessary  to  implement  any overall
        investment  plan  approved  by the  Board for the  Portfolio,  including
        making and carrying out  decisions to acquire or dispose of  permissible
        investments  as  set  forth  in  the  Fund's   Registration   Statement,
        management of investments  and any other property of the Portfolio,  and
        providing  or obtaining  such  services as may be necessary in managing,
        acquiring or disposing of  investments,  consulting as appropriate  with
        the Adviser;
               (e) regularly report to the Adviser and the Board with respect to
        the implementation of any approved overall investment plan and any other
        activities in connection with management of the assets of the Portfolio;
               (f)    communicate   as
        appropriate   to  the  Adviser
        the    purchases   and   sales
        within the Portfolio;
               (g)    arrange     with
        the   applicable   broker   or
        dealer  at  the  time  of  the
        purchase     or     sale    of
        investments  or  other  assets
        of  the   Portfolio   for  the
        appropriate  delivery  of  the
        investment or other asset;
               (h) report  monthly in writing to the Adviser and report at least
        annually in person to the Board with  respect to the  implementation  of
        the approved investment plan and any other activities in connection with
        management of the assets of the Portfolio;
               (i)    maintain     all
        records,            memoranda,
        instructions                or
        authorizations   relating   to
        the       acquisition       or
        disposition  of investments or
        other assets of the  Portfolio
        required to be  maintained  by
        Sub-adviser;
               (j)    arrange     with
        the Investment  Operations  Department of the Adviser an  administrative
        process which permits the Adviser to appropriately  reflect in its daily
        determination  of unit values,  the expenses that will be borne directly
        by the  Portfolio  and  which  are  incurred  as a result  of  providing
        investment management services to the Portfolio;
               (k)  vote  all  shares  held by
        the Portfolio.
        In  connection  with the  rendering of
the services  required to be provided by the  Sub-adviser  under this Agreement,
the  Sub-adviser  may,  to the  extent  it  deems  appropriate  and  subject  to
compliance with the  requirements of applicable laws and  regulations,  and upon
receipt of written  approval of the Fund, make use of its affiliated  companies,
if any, and their employees;  provided that the Sub-adviser  shall supervise and
remain fully  responsible  for all such services in  accordance  with and to the
extent provided by this Agreement.
        It is understood that any information or recommendation  supplied by the
Sub-adviser in connection with the  performance of its obligations  hereunder is
to be regarded  as  confidential  and for use only by the Adviser in  connection
with the Portfolio.
        The Adviser will  continue to provide all of the  services  described in
the GW  Agreement  other  than the  services  described  above  which  have been
delegated to the Sub-adviser in this Agreement.
        If, in the judgment of the Sub-adviser, the Portfolio would be benefited
by supplemental investment research from other persons or entities,  outside the
context  of  brokerage  transactions  referred  to in  Article  IV  hereof,  the
Sub-adviser  is  authorized  to  obtain,  and pay at its own  expense,  for such
information.
        B. Limitations on Advisory  Services.  The Sub-adviser shall perform the
services under this Agreement subject to the review of the Adviser and the Board
and in a  manner  consistent  with  the  investment  objectives,  policies,  and
restrictions  of the Fund as stated in its  Registration  Statement,  as amended
from time to time,  filed  with the  Securities  and  Exchange  Commission,  its
Articles of  Incorporation  and Bylaws,  as amended  from time to time,  and the
provisions of the Investment Company Act of 1940, as amended.
        The Fund has  furnished or will furnish the  Sub-adviser  with copies of
the Fund's Registration Statement,  Prospectus,  Articles of Incorporation,  and
Bylaws  as  currently  in effect  and  agrees  during  the  continuance  of this
Agreement  to  furnish  the  Sub-adviser   with  copies  of  any  amendments  or
supplements  thereto before or at the time the amendments or supplements  become
effective.  The Sub-adviser will be entitled to rely on all documents  furnished
by the Fund.

                                         ARTICLE III
                               Compensation of the Sub-adviser
        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-adviser 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
                      .425%
first $250 million
                      .350%
next $250 million
                      .325%
next $250 million
                      .300%
over $750 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.
        B. Allocation of Expenses.  The Sub-adviser shall be responsible for all
expenses  incurred in  performing  the  services set forth in Article II hereof.
These  expenses  include  only the  costs  incurred  in  providing  sub-advisory
services  pursuant to this Agreement (such as compensating and furnishing office
space for officers and employees of the  Sub-adviser  connected with  investment
and economic research, trading, and investment management of the Portfolio).
        As described in the GW  Agreement,  the Fund and/or the Adviser pays all
other expenses incurred in the operation of the Portfolio and all of its general
administrative expenses.

                                         ARTICLE IV
                            Portfolio Transactions and Brokerage
        The  Sub-adviser  agrees to  determine
the  securities  to be  purchased  or  sold  by the  Portfolio,  subject  to the
provisions  of Article II regarding  coordination  with and  supervision  by the
Adviser and the Fund's Board of Directors,  and to place orders  pursuant to its
determinations,  either  directly  with the  issuer,  with any broker  dealer or
underwriter  that  specializes in the securities for which the order is made, or
with any other  broker or dealer  selected  by the  Sub-adviser,  subject to the
following limitations.
        The Sub-adviser is authorized to select the brokers or dealers that will
execute the  purchases and sales of portfolio  securities  for the Portfolio and
will use its best efforts to obtain the most favorable net results and execution
of the Portfolio' orders, taking into account all appropriate factors, including
price,  dealer  spread  or  commission,  if any,  size of the  transaction,  and
difficulty of the transaction.
        The  Sub-adviser is  specifically  authorized to allocate  brokerage and
principal  business to firms that provide  such  services or  facilities  and to
cause the Fund to pay a member of a securities  exchange or any other securities
broker or dealer an amount of commission for effecting a securities  transaction
in excess of the amount of commission  another member of an exchange,  broker or
dealer would have charged for effecting  that  transaction,  if the  Sub-adviser
determines  in good  faith  that such  amount of  commission  is  reasonable  in
relation to the value of the brokerage  and research  services (as such services
are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by
such  member,  broker  or  dealer,  viewed in terms of  either  that  particular
transaction or the Sub-adviser's  over-all  responsibilities with respect to the
accounts as to which it exercises investment discretion (as that term is defined
in Section  3(a)(35) of the Securities  Exchange Act of 1934).  The  Sub-adviser
shall  regularly  report  to the  Adviser  and the  Board  with  respect  to the
brokerage  commissions  incurred by the Portfolio for the purchases and sales of
its  portfolio  securities.  The Adviser and the Board will review the amount of
such brokerage commissions and consult with the Sub-adviser in that regard.
        Subject to the above  requirements and compliance with the provisions of
the  Investment  Company Act of 1940,  the  Securities and Exchange Act of 1934,
other applicable provisions of law, and the terms of any exemption(s) therefrom,
nothing shall prohibit the  Sub-adviser  from selecting  brokers or dealers with
which it or the Fund are affiliated.

                                          ARTICLE V
                                Activities of the Sub-adviser
        The services of the Sub-adviser to the Fund under this Agreement are not
to be  deemed  exclusive  and the  Sub-adviser  will be free to  render  similar
services  to  others  so  long  as  the  Sub-adviser  fulfills  its  rights  and
obligations  under this Agreement.  It is understood  that directors,  officers,
employees  and  shareholders  of the Fund are or may  become  interested  in the
Sub-adviser, as directors, officers, employees or shareholders or otherwise, and
that  directors,  officers,  employees or shareholders of the Sub-adviser are or
may become similarly  interested in the Fund, and that the Sub-adviser is or may
become interested in the Fund as shareholder or otherwise.
        It is agreed that the  Sub-adviser may use any  supplemental  investment
research  obtained  for the benefit of the  Portfolio  in  providing  investment
advice  to its  other  investment  advisory  accounts.  The  Sub-adviser  or its
affiliates may use such information in managing their own accounts.  Conversely,
such supplemental information obtained by the Sub-adviser for the benefit of the
Sub-adviser or other entities  advised by the  Sub-adviser  may be considered by
and may be useful to the  Sub-adviser  in carrying  out its  obligations  to the
Fund.
        Securities  held by the Portfolio may also be held by separate  accounts
or other  mutual funds for which the  Sub-adviser  or its  affiliates  act as an
adviser or  sub-adviser,  or by the  Sub-adviser or its  affiliates.  Because of
different  investment  objectives or other factors, a particular security may be
bought by the  Sub-adviser or its affiliates or for one or more clients when one
or more  clients  are  selling  the  same  security.  If  purchases  or sales of
securities for the Portfolio or other entities for which the  Sub-adviser or its
affiliates  act as  investment  adviser  or  sub-adviser  or for their  advisory
clients arise for  consideration at or about the same time, the Fund agrees that
the Sub-adviser may make  transactions in such securities,  insofar as feasible,
for the respective  entities and clients in a manner deemed equitable to all. To
the  extent  that  transactions  on  behalf  of  more  than  one  client  of the
Sub-adviser  during the same period may increase the demand for securities being
purchased or the supply of securities being sold, the Fund recognizes that there
may be an adverse effect on price.
        It is agreed that, on occasions when the Sub-adviser  deems the purchase
or sale of a security to be in the best  interests  of the  Portfolio as well as
other accounts or companies,  it may, to the extent permitted by applicable laws
and regulations, but will not be obligated to, aggregate the securities to be so
sold or purchased for other  accounts or companies in order to obtain  favorable
execution  and low  brokerage  commissions.  In that  event,  allocation  of the
securities  purchased  or  sold,  as  well  as  the  expenses  incurred  in  the
transaction,  will be made by the  Sub-adviser  in the manner it considers to be
most  equitable and consistent  with its fiduciary  obligations to the Portfolio
and to such other accounts or companies.






                                         ARTICLE VI
                               Effectiveness of the Agreement
        The Agreement shall not become effective (and the Sub-adviser  shall not
serve or act as investment adviser) unless and until it is approved by the Board
of Directors of the Fund  including a majority of directors  who are not parties
to this Agreement or interested persons of any such party to this Agreement; and
this Agreement shall come into full force and effect on the date on which all of
these conditions are met.

                                         ARTICLE VII
                              Term of the Agreement; Amendment
        The Agreement shall remain in effect until two years from the date first
above-written  and  shall  continue  so  long as such  continuance  is  annually
approved  thereafter  (a) by the vote of a majority of the Board of Directors of
the Fund, or by vote of a majority of the  outstanding  shares of the Portfolio,
and (b) by the vote of a  majority  of the  members  of the  Board,  who are not
parties to this  Agreement  or  interested  persons of any such  party,  cast in
person at a meeting  called  for the  purpose  of  voting on such  approval.  In
connection  with such approvals,  the Board shall request and evaluate,  and the
Sub-adviser  shall furnish,  such information as may be reasonably  necessary to
evaluate the terms of this Agreement. This Agreement:
        (a)    shall       not      be
               terminated    by    the
               Sub-adviser     without
               sixty     days    prior
               written notice;
        (b)    shall  be   subject  to
               termination,    without
               the   payment   of  any
               penalty,  by the  Board
               or   by   vote   of   a
               majority     of     the
               outstanding      voting
               securities    of    the
               Portfolio,   on   sixty
               days written  notice to
               the Sub-adviser;
        (c)    may be amended  only by
               a  written   instrument
               signed   by  the  Fund,
               the   Adviser  and  the
               Sub-adviser;   provided
               that    no     material
               amendment    of    this
               Agreement    shall   be
               effective       without
               specific   approval  of
               such  amendment  by (i)
               the Board,  including a
               majority    of    those
               directors  who  are not
               parties     to     this
               Agreement            or
               interested  persons  of
               such a  party,  cast in
               person   at  a  meeting
               called for the  purpose
               of   voting   on   such
               approval,  and  (ii)  a
               majority     of     the
               outstanding  shares  of
               the Portfolio; and
        (d)    shall     automatically
               terminate          upon
               assignment   by  either
               party.

                                        ARTICLE VIII
                                        Recordkeeping
        The Sub-adviser  agrees that all accounts and records which it maintains
for the Portfolio  shall be the property of the Fund and that it will  surrender
promptly to the  designated  officers of the Fund any or all such  accounts  and
records upon request.  The Sub-adviser further agrees to preserve for the period
prescribed  by  the  rules  and  regulations  of  the  Securities  and  Exchange
Commission  all such records as are required to be  maintained  pursuant to said
rules.  The  Sub-adviser  also  agrees  that it will  maintain  all  records and
accounts  regarding  the  investment  activities  of the Fund in a  confidential
manner.  All such accounts or records shall be made  available,  within five (5)
business  days of the  request,  to the Fund's  accountants  or auditors  during
regular  business  hours at the  Sub-adviser's  offices  upon  reasonable  prior
written notice;  provided,  however,  that the Sub-adviser shall be permitted to
keep such records or copies thereof for such periods of time as are necessary to
comply with the rules and regulations of the Securities and Exchange  Commission
or other  applicable  provisions  of state or  federal  law.  In  addition,  the
Sub-adviser  will provide any  materials,  reasonably  related to the investment
sub-advisory  services  provided  hereunder,  as may be reasonably  requested in
writing by the  directors  or  officers of the Fund or as may be required by any
governmental agency or self-regulatory organization having jurisdiction.

                                         ARTICLE IX
                                Liability of the Sub-adviser
        In the absence of willful  misfeasance,  bad faith,  gross negligence or
reckless  disregard of obligations  or duties on the part of the  Sub-adviser or
its officers, directors,  employees,  controlling persons, shareholders, and any
other person or entity affiliated with the Sub-adviser,  neither the Sub-adviser
nor any of its officers, directors, employees, controlling persons, shareholders
or any other person or entity  affiliated with the Sub-adviser  shall be subject
to  liability  to the Fund or to any  shareholder  or the Adviser for any act or
omission in the course of, or connected  with,  rendering  services  pursuant to
this Agreement, including without limitation any error of judgment or mistake of
law or for any loss suffered by the Fund or any  shareholder in connection  with
the matters to which this Agreement relates.  The federal securities laws impose
liabilities  under certain  circumstances  on persons who act in good faith and,
therefore,  nothing herein shall in any way constitute a waiver or limitation of
any  rights  which the Fund or any  shareholder  of the Fund may have  under any
federal  securities  laws. The Sub-adviser  shall not be liable for the acts and
omissions of any  independent  contractor  used by it nor for those of any bank,
trust company,  broker or other person with whom or into whose hands any monies,
shares of the Fund,  or  securities  and  investments  may be deposited or come,
pursuant to the provisions of this Agreement.

                                          ARTICLE X
                                       Indemnification
        Subject to Article IX, the Sub-adviser agrees and undertakes to hold the
Adviser  harmless and to indemnify  and protect the Adviser from and against any
and all lawsuits or other claims brought  against the Adviser as a result of the
activities of the Sub-adviser under this Agreement,  including the activities of
the  Sub-adviser's  officers  and  directors,  agents,  employees,   controlling
persons,  shareholders,  and any  other  person or  entity  affiliated  with the
Sub-adviser  or  retained by it to perform or assist in the  performance  of its
obligations  under  this  Agreement;  provided,  however,  that in no  event  is
Sub-adviser's  indemnity in favor of Adviser deemed to protect  Adviser  against
any  liability  to which the  Adviser  would  otherwise  be subject by reason of
willful  misfeasance,  bad faith, or gross  negligence in the performance of its
duties or by reason of its reckless disregard of its obligations or duties under
this Agreement or the GW Agreement.
        The Adviser agrees and undertakes to hold the  Sub-adviser  harmless and
to indemnify and protect the  Sub-adviser  from and against any and all lawsuits
or other claims brought against the Sub-adviser as a result of the activities of
the Adviser under this Agreement and the GW Agreement,  including the activities
of the Adviser's officers,  directors,  agents, employees,  controlling persons,
shareholders,  and any other  person or entity  affiliated  with the  Adviser or
retained by it to perform or assist in the performance of its obligations  under
this  Agreement  or the GW  Agreement;  provided,  however,  that in no event is
Adviser's  indemnity  in favor of  Sub-adviser  deemed  to  protect  Sub-adviser
against any  liability to which the  Sub-adviser  would  otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its  duties or by reason of its  reckless  disregard  of its  obligations  or
duties under this Agreement.

                                         ARTICLE XI
                        Agreements, Representations and Indemnification
                               Related to Disclosure Documents
        A. The  Sub-adviser  will  cooperate  with the Fund and the  Adviser  in
connection with the  registration or qualification of units of the Portfolio for
offer and sale under the  securities or Blue Sky laws of such  jurisdictions  as
the Fund may request and will cooperate  with the  preparation of the Disclosure
Documents  (as defined in Article  XI.C.  below).  The Fund and the Adviser will
provide  the  Sub-adviser  with  copies  of all  Disclosure  Documents  prior to
distribution   to   investors   or   submission   to   governmental   bodies  or
self-regulatory  organizations  and will  incorporate  its  reasonable  comments
relating to the  description  of, or services to be provided by, the Sub-adviser
or its affiliates,  or relating to the description of the investment  objectives
and policies of the Portfolio.
        B.  The Fund and the  Adviser,  jointly  and  severally,  represent  and
warrant to the Sub-adviser that the Disclosure  Documents will fully comply with
the  provisions  of the  Securities  Act of 1933,  as  amended,  the  Securities
Exchange  Act of 1934,  as  amended,  the  Investment  Company  Act of 1940,  as
amended,  and other  applicable  laws, and the Disclosure  Documents at all such
times will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  except that this  representation  and warranty does not
apply to statements or omissions in the  Disclosure  Documents  made in reliance
upon  information  furnished  to the  Fund  or the  Adviser  in  writing  by the
Sub-adviser which the Fund had informed the Sub-adviser was to be used, or which
the Sub-adviser had  acknowledged  was to be used, in the particular  Disclosure
Document.  The Fund and the Adviser will notify the Sub-adviser  promptly of the
happening  of any event which in the  judgment of the Fund or the Adviser  makes
any statement made in the Disclosure Documents untrue in any material respect or
requires the making of any changes in the Disclosure  Documents in order to make
the  statements  therein,  in the light of  circumstances  under which they were
made,  not  misleading  in any  material  respect,  except that the Fund and the
Adviser  need not make such  notification  with  respect to  information  in the
Disclosure Documents based upon information  furnished in writing to the Fund or
the Adviser by the  Sub-adviser  which the Fund had informed the Sub-adviser was
to be used, or which the  Sub-adviser  had  acknowledged  was to be used, in the
particular Disclosure Document.
        The Sub-adviser represents and warrants to the Fund and the Adviser that
the information  furnished in writing by it which the Fund has informed it is to
be  used,  or  which  the  Sub-adviser  has  acknowledged  is to be  used,  in a
particular  Disclosure  Document,  will not  contain  an untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to make the  statements  therein  not  misleading  as required by the
provisions of the  Securities Act of 1933, as amended,  the Securities  Exchange
Act of 1934, as amended,  the  Investment  Company Act of 1940, as amended,  and
other  applicable  laws.  The  Sub-adviser  will notify the Fund and the Adviser
promptly of the happening of any event which in the judgment of the  Sub-adviser
makes any  statement  made in the  Disclosure  Documents  untrue in any material
respect or requires  the making of any changes in the  Disclosure  Documents  in
order to make the statements  therein, in the light of circumstances under which
they  were  made,  not  misleading  in any  material  respect,  except  that the
Sub-adviser need only make such  notification with respect to information in the
Disclosure Documents based upon information  furnished in writing to the Fund or
the Adviser by the  Sub-adviser  which the Fund had informed the Sub-adviser was
to be used, or which the  Sub-adviser  had  acknowledged  was to be used, in the
particular Disclosure Statement.
        C. Notwithstanding  Article X to the contrary, the Fund and the Adviser,
jointly and severally, agree to hold harmless the Sub-adviser, its directors and
officers (each such person a "Sub-adviser  Indemnified Party"), and each person,
if any, who controls the Sub-adviser  within the meaning of either Section 15 of
the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange
Act of 1934, as amended, from and against any and all losses,  claims,  damages,
liabilities and expenses (including  reasonable costs of investigation)  arising
out of or based  upon any untrue  statement  or alleged  untrue  statement  of a
material fact contained in the Fund's Registration  Statement or Prospectus,  or
any amendment or supplement thereto, or in any preliminary prospectus, any other
communication with investors or any other submissions to governmental  bodies or
self-regulatory agencies filed or distributed on or subsequent to the date first
above-written   (such   documents   being  herein  referred  to  as  "Disclosure
Documents") or arising out of or based upon any omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  except insofar as such losses,  claims,
damages,  liabilities or expenses arise out of or are based upon any such untrue
statement or omission or allegation thereof based upon information  furnished in
writing  to the  Fund or the  Adviser  by the  Sub-adviser  which  the  Fund had
informed  the  Sub-adviser  was  to  be  used,  or  which  the  Sub-adviser  had
acknowledged was to be used, in the particular Disclosure Document.
        If any action or proceeding  (including any governmental  investigation)
shall be  brought or  asserted  against  the  Sub-adviser  Indemnified  Party in
respect of which  indemnity  may be sought  from the Fund and the  Adviser,  the
Sub-adviser  Indemnified Party shall promptly notify the Fund and the Adviser in
writing,  and the  Fund  and the  Adviser  shall  assume  the  defense  thereof,
including the  employment of counsel  satisfactory  to the  Sub-adviser  and the
payment of all expenses. The Sub-adviser  Indemnified Party shall have the right
to employ separate  counsel in any such action and to participate in the defense
thereof,  but the fees and expenses of such counsel  shall be the expense of the
Sub-adviser  Indemnified  Party unless (a) the Fund or the Adviser has agreed to
pay such fees and  expenses or (b) the Fund or the Adviser  shall have failed to
assume  the  defense  of  such  action  or  proceeding  and  to  employ  counsel
satisfactory  to the  Sub-adviser  in any such action or  proceeding  or (c) the
named parties to any such action or proceeding (including any impleaded parties)
include both the Sub-adviser  Indemnified  Party and the Fund or the Sub-adviser
Indemnified  Party shall have been  advised by counsel  that there may be one or
more  legal  defenses  available  to any of them  which  are  different  from or
additional to those  available to the Fund or the Adviser (in which case, if the
Sub-adviser  Indemnified Party notifies the Fund and the Adviser in writing that
it elects to employ separate counsel at the expense of the Fund and the Adviser,
the Fund and the Adviser  shall not have the right to assume the defense of such
action or proceeding on behalf of the Sub-adviser  Indemnified  Party), it being
understood, however, that the Fund and the Adviser shall not, in connection with
any one such action or  proceeding  or  separate  but  substantially  similar or
related actions or proceedings in the same jurisdiction  arising out of the same
general  allegations or  circumstances,  be liable for the  reasonable  fees and
expenses  of more  than  one  separate  firm of  attorneys  at any  time for the
Sub-adviser  Indemnified Party, which firm shall be designated in writing by the
Sub-adviser. Neither the Fund nor the Adviser shall be liable for any settlement
of any such action or proceeding effected without their written consent,  but if
settled  with their  written  consent,  or if there be a final  judgment for the
plaintiff in any such action or  proceeding,  the Fund and the Adviser  agree to
indemnify and hold harmless the Sub-adviser  Indemnified  Party from and against
any loss or liability by reason of such settlement or judgment. It is understood
that  neither the Fund nor the  Adviser may settle on behalf of the  Sub-adviser
without the consent of the Sub-adviser.
        Notwithstanding  Article X to the contrary,  the  Sub-adviser  agrees to
indemnify  and hold  harmless  the Fund and the  Adviser,  their  directors  and
officers,  and each person,  if any, who controls the Fund or the Adviser within
the meaning of either Section 15 of the  Securities Act of 1933, as amended,  or
Section 20 of the  Securities  Exchange  Act of 1934,  as  amended,  to the same
extent  as the  foregoing  indemnity  from  the  Fund  and  the  Adviser  to the
Sub-adviser,  but only with  respect to  information  furnished in writing by it
which  the Fund had  informed  the  Sub-adviser  was to be  used,  or which  the
Sub-adviser  had  acknowledged  was to be  used,  in the  particular  Disclosure
Document.  In case any action or proceeding shall be brought against the Fund or
the Adviser,  their directors or officers,  or any such controlling  persons, in
respect  of  which  indemnity  may  be  sought  against  the  Sub-adviser,   the
Sub-adviser  shall have the rights and duties given to the Fund and the Adviser,
and the Fund or the Adviser,  their directors or officers,  or such  controlling
persons  shall  have the  rights and  duties  given to the  Sub-adviser,  by the
preceding paragraph.
        D. The agreements, representations and indemnification contained in this
Article XI shall remain operative and in full force and effect regardless of (a)
any investigation  made by or on behalf of the Sub-adviser  Indemnified Party or
by or on behalf of the Fund or the Adviser,  its directors and officers,  or any
person  controlling  the  Fund or the  Adviser  or (b) any  termination  of this
Agreement.

                                         ARTICLE XII
                                        Governing Law
        This  Agreement  shall be construed in  accordance  with the laws of the
State of Colorado and the applicable provisions of the Investment Company Act of
1940, as amended,  and the rules and  regulations of the Securities and Exchange
Commission thereunder, including such exemptions therefrom as the Securities and
Exchange   Commission  may  grant.  Words  and  phrases  used  herein  shall  be
interpreted in accordance with that Act and those rules and regulations. As used
with respect to the  Portfolio,  the term "majority of the  outstanding  shares"
means the lesser of (i) 67% of the shares represented at a meeting at which more
than 50% of the outstanding  shares are represented or (ii) more than 50% of the
outstanding  shares.  To the  extent  that the  applicable  laws of the State of
Colorado  conflict with applicable  provisions of the Investment  Company Act of
1940, as amended, or the rules and regulations  thereunder,  such Act, rules and
regulations shall control.

                                        ARTICLE XIII
                                        Severability
        If any  provision of this  Agreement  shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

                                         ARTICLE XIV
                                        Counterparts
        This  Agreement  may be executed in any number of  counterparts,  and by
separate parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original,  but all such  counterparts  together
shall constitute but one and the same instrument.

                                         ARTICLE XV
                                      Sales Literature
        The Adviser will not use the Sub-adviser's name in Fund sales literature
without  prior  review  and  approval  by the  Sub-adviser,  which  will  not be
unreasonably withheld or delayed.

                                         ARTICLE XVI
                                           Notices
        Any notice under this Agreement  shall be in writing and shall be deemed
given (a) upon person  delivery,  (b) on the first business day after  receipted
delivery to a courier service that guarantees next business day delivery,  under
circumstances  in which such  guaranty  is  applicable  or (c) on the earlier of
delivery or three business days after mailing by United States  certified  mail,
postage  and fees  prepaid,  to the  appropriate  party at the address set forth
below, or to such other address as the party so notifies the others in writing.







        IN WITNESS WHEREOF,  the parties have caused this Agreement to be signed
by their  respective  officials  duly  authorized,  as of the day and year first
above written.



Witness:                                    G
W CAPITAL MANAGEMENT, LLC



/s/ Xxxxx X. XxXxxx
By:     /s/ X.X. Xxxxxx
Name: Xxxxx X. XxXxxx               Name:
X.X. Xxxxxx

Title:  President

Address:       0000 Xxxx Xxxxxxx Xxxx

Xxxxxxxxx, XX  00000

Attn:  General Counsel

Witness:                            FOUNDERS
                                    ASSET
                                    MANAGEMENT
                                    LLC



/s/ Xxxxxxx X. Brandez
By:     /s/ Xxxxxxxx X. Xxxxxxx
Name:   Xxxxxxx X. Brandez
Name:   Xxxxxxxx X. Xxxxxxx

Title:  President

Address:       0000 Xxxx Xxxxx Xxxxxx

Xxxxxx, XX  00000

Attn:  General Counsel

Witness:
MAXIM SERIES FUND, INC.



/s/ Xxxxxxx X. Xxxxx
By:     /s/ Xxxxxxx X. Wooden
Name: Xxxxxxx X. Xxxxx
Name:   Xxxxxxx X. Wooden

Title:  President

Address:       0000 Xxxx Xxxxxxx Xxxx

Xxxxxxxxx, XX  00000

Attn:  Secretary






                                   SUB-ADVISORY AGREEMENT

        SUB-ADVISORY AGREEMENT (herein "the Agreement" or "this Agreement") made
this  30th day of June,  1997 by and  between G W Capital  Management,  Inc.,  a
Colorado  corporation  registered as an investment  adviser under the Investment
Advisers Act of 1940 ("the Adviser"), X. Xxxx Price Associates, Inc., a Maryland
corporation  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"),  this Agreement  embodying the arrangement whereby the
Sub-adviser  will  act as an  investment  adviser  to the  Maxim  MidCap  Growth
Portfolio of the Fund (the  "Portfolio"),  in conjunction  with the Adviser,  as
follows:
                                          ARTICLE I
                                          Preamble
        The Fund entered into an Investment Advisory Agreement with the Adviser,
which  agreement is dated April 1, 1982,  and as thereafter  amended,  a copy of
which is  attached  hereto  as  Appendix  A.  This  advisory  agreement  and all
amendments thereto are hereinafter referred to as "the GW Agreement".  In the GW
Agreement,  the Adviser  agreed to act as adviser to and manager of the Fund. In
that capacity it agreed to manage the investment and  reinvestment of the assets
of any  portfolio  of the Fund in  existence  or  created  in the  future and to
administer  the Fund's  affairs.  The Adviser wishes to obtain  assistance  with
respect  to its  aforesaid  advisory  and  management  role with  respect to the
Portfolio only to the extent  described  herein,  and the Fund by this Agreement
agrees to such arrangement.

                                         ARTICLE II
                                  Duties of the Sub-adviser
        The Adviser  hereby  employs the  Sub-adviser to act with the Adviser as
investment advisers to and managers of the Portfolio, and, subject to the review
of the Board of Directors of the Fund ("the  Board"),  to manage the  investment
and  reinvestment  of the assets of the Portfolio and to administer its affairs,
for the period and on the terms and conditions set forth in this Agreement.  The
Sub-adviser  hereby  accepts such  employment  and agrees  during such period to
render  the  services  and to assume  the  obligations  herein set forth for the
compensation  provided for herein. The Sub-adviser shall for all purposes herein
be deemed to be an independent  contractor and shall, unless otherwise expressly
provided or authorized by this Agreement or otherwise,  have no authority to act
for or  represent  the Fund in any way or  otherwise  be  deemed an agent of the
Fund.
        A.     Investment     Sub-Advisory
Services.  In carrying out its  obligations to
assist  in   managing   the   investment   and
reinvestment  of the assets of the  Portfolio,
the Sub-adviser  shall,  when  appropriate and
consistent  with the  limitations set forth in
Section B hereof:
               (a) perform research and obtain and evaluate pertinent  economic,
        statistical,  and financial data relevant to the investment  policies of
        the Portfolio;







               (b)  consult  with the  Adviser and with the Board and furnish to
        the Adviser  and the Board  recommendations  with  respect to an overall
        investment  plan  for  the  Portfolio  for  approval,  modification,  or
        rejection by the Board;
               (c)    seek         out
        specific            investment
        opportunities      for     the
        Portfolio,  consistent with an
        overall     investment    plan
        approved  by the  Adviser  and
        the Board;
               (d) take such steps as are  necessary  to  implement  any overall
        investment  plan  approved  by the  Board for the  Portfolio,  including
        making and carrying out  decisions to acquire or dispose of  permissible
        investments  as  set  forth  in  the  Fund's   Registration   Statement,
        management of investments  and any other property of the Portfolio,  and
        providing  or obtaining  such  services as may be necessary in managing,
        acquiring or disposing of  investments,  consulting as appropriate  with
        the Adviser;
               (e) regularly report to the Adviser and the Board with respect to
        the implementation of any approved overall investment plan and any other
        activities in connection with management of the assets of the Portfolio;
               (f)    communicate   as
        appropriate   to  the  Adviser
        the    purchases   and   sales
        within the Portfolio;
               (g)    arrange     with
        the   applicable   broker   or
        dealer  at  the  time  of  the
        purchase     or     sale    of
        investments  or  other  assets
        of  the   Portfolio   for  the
        appropriate  delivery  of  the
        investment or other asset;
               (h) report  monthly in writing to the Adviser and report at least
        annually in person to the Board with  respect to the  implementation  of
        the approved investment plan and any other activities in connection with
        management of the assets of the Portfolio;
               (i)    maintain     all
        required  records,  memoranda,
        instructions                or
        authorizations   relating   to
        the       acquisition       or
        disposition  of investments or
        other assets of the Portfolio;
               (j) arrange  with the  Investment  Operations  Department  of the
        Adviser  an   administrative   process  which  permits  the  Adviser  to
        appropriately  reflect in its daily  determination  of unit values,  the
        expenses  that will be borne  directly  by the  Portfolio  and which are
        incurred as a result of providing investment  management services to the
        Portfolio;
               (k)  vote  all  shares  held by
        the Portfolio.
        In  connection  with the  rendering of
the services  required to be provided by the  Sub-adviser  under this Agreement,
the  Sub-adviser  may,  to the  extent  it  deems  appropriate  and  subject  to
compliance with the  requirements of applicable laws and  regulations,  and upon
receipt of written  approval of the Fund,  make use of its affiliated  companies
and their  employees;  provided that the Sub-adviser  shall supervise and remain
fully  responsible  for all such services in  accordance  with and to the extent
provided by this Agreement.
        It is understood that any information or recommendation  supplied by the
Sub-adviser in connection with the  performance of its obligations  hereunder is
to be regarded  as  confidential  and for use only by the Adviser in  connection
with the Portfolio.
        The Adviser will  continue to provide all of the  services  described in
the GW  Agreement  other  than the  services  described  above  which  have been
delegated to the Sub-adviser in this Agreement.
        If, in the judgment of the Sub-adviser, the Portfolio would be benefited
by supplemental investment research from other persons or entities,  outside the
context  of  brokerage  transactions  referred  to in  Article  IV  hereof,  the
Sub-adviser is authorized after consultation with the Adviser to obtain, and pay
at its own expense, for such information.
        B. Limitations on Advisory  Services.  The Sub-adviser shall perform the
services under this Agreement subject to the review of the Adviser and the Board
and in a  manner  consistent  with  the  investment  objectives,  policies,  and
restrictions  of the Fund as stated in its  Registration  Statement,  as amended
from time to time,  filed  with the  Securities  and  Exchange  Commission,  its
Articles of  Incorporation  and Bylaws,  as amended  from time to time,  and the
provisions of the Investment Company Act of 1940, as amended.
        The Fund has  furnished or will furnish the  Sub-adviser  with copies of
the Fund's Registration Statement,  Prospectus,  Articles of Incorporation,  and
Bylaws  as  currently  in effect  and  agrees  during  the  continuance  of this
Agreement  to  furnish  the  Sub-adviser   with  copies  of  any  amendments  or
supplements  thereto before or at the time the amendments or supplements  become
effective.  The Sub-adviser will be entitled to rely on all documents  furnished
by the Fund.

                                         ARTICLE III
                               Compensation of the Sub-adviser
        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-adviser 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
                      .50% on all assets

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.
        B. Allocation of Expenses.  The Sub-adviser shall be responsible for all
expenses  incurred in  performing  the  services set forth in Article II hereof.
These  expenses  include  only the  costs  incurred  in  providing  sub-advisory
services  pursuant to this Agreement (such as compensating and furnishing office
space for officers and employees of the  Sub-adviser  connected with  investment
and economic research, trading, and investment management of the Portfolio).
        As described in the GW  Agreement,  the Fund and/or the Adviser pays all
other expenses incurred in the operation of the Portfolio and all of its general
administrative expenses.
                                         ARTICLE IV
                            Portfolio Transactions and Brokerage
        The  Sub-adviser  agrees to  determine
the  securities  to be  purchased  or  sold  by the  Portfolio,  subject  to the
provisions of Article II regarding  co-ordination  with and  supervision  by the
Adviser and the Fund's Board of Directors,  and to place orders  pursuant to its
determinations,  either  directly  with the  issuer,  with any broker  dealer or
underwriter  that  specializes in the securities for which the order is made, or
with any other  broker or dealer  selected  by the  Sub-adviser,  subject to the
following limitations.
        The Sub-adviser is authorized to select the brokers or dealers that will
execute the  purchases and sales of portfolio  securities  for the Portfolio and
will use its best efforts to obtain the most favorable net results and execution
of the Portfolio' orders, taking into account all appropriate factors, including
price,  dealer  spread  or  commission,  if any,  size of the  transaction,  and
difficulty of the transaction.
        The  Sub-adviser is  specifically  authorized to allocate  brokerage and
principal  business to firms that provide  such  services or  facilities  and to
cause the Fund to pay a member of a securities  exchange or any other securities
broker or dealer an amount of commission for effecting a securities  transaction
in excess of the amount of commission  another member of an exchange,  broker or
dealer would have charged for effecting  that  transaction,  if the  Sub-adviser
determines  in good  faith  that such  amount of  commission  is  reasonable  in
relation to the value of the brokerage  and research  services (as such services
are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by
such  member,  broker  or  dealer,  viewed in terms of  either  that  particular
transaction or the Sub-adviser's  over-all  responsibilities with respect to the
accounts as to which it exercises investment discretion (as that term is defined
in Section  3(a)(35) of the Securities  Exchange Act of 1934).  The  Sub-adviser
shall  regularly  report  to the  Adviser  and the  Board  with  respect  to the
brokerage  commissions  incurred by the Portfolio for the purchases and sales of
its  portfolio  securities.  The Adviser and the Board will review the amount of
such brokerage commissions and consult with the Sub-adviser in that regard.
        Subject to the above  requirements and compliance with the provisions of
the  Investment  Company Act of 1940,  the  Securities and Exchange Act of 1934,
other applicable provisions of law, and the terms of any exemption(s) therefrom,
nothing shall prohibit the  Sub-adviser  from selecting  brokers or dealers with
which it or the Fund are affiliated.

                                          ARTICLE V
                                Activities of the Sub-adviser
        The services of the Sub-adviser to the Fund under this Agreement are not
to be  deemed  exclusive  and the  Sub-adviser  will be free to  render  similar
services  to  others  so  long  as  the  Sub-adviser  fulfills  its  rights  and
obligations  under this Agreement.  It is understood  that directors,  officers,
employees  and  shareholders  of the Fund are or may  become  interested  in the
Sub-adviser, as directors, officers, employees or shareholders or otherwise, and
that  directors,  officers,  employees or shareholders of the Sub-adviser are or
may become similarly  interested in the Fund, and that the Sub-adviser is or may
become interested in the Fund as shareholder or otherwise.
        It is agreed that the  Sub-adviser may use any  supplemental  investment
research  obtained  for the benefit of the  Portfolio  in  providing  investment
advice  to its  other  investment  advisory  accounts.  The  Sub-adviser  or its
affiliates may use such information in managing their own accounts.  Conversely,
such supplemental information obtained by the Sub-adviser for the benefit of the
Sub-adviser or other entities  advised by the Sub-adviser  will be considered by
and may be useful to the  Sub-adviser  in carrying  out its  obligations  to the
Fund.
        Securities  held by the Portfolio may also be held by separate  accounts
or other  mutual funds for which the  Sub-adviser  or its  affiliates  act as an
adviser or by the Sub-adviser or its affiliates. Because of different investment
objectives  or  other  factors,  a  particular  security  may be  bought  by the
Sub-adviser  or its  affiliates  or for one or  more  clients  when  one or more
clients are selling the same  security.  If purchases or sales of securities for
the Portfolio or other entities for which the  Sub-adviser or its affiliates act
as investment  adviser or for their advisory clients arise for  consideration at
or  about  the  same  time,  the  Fund  agrees  that  the  Sub-advisor  may make
transactions  in such  securities,  insofar  as  feasible,  for  the  respective
entities  and clients in a manner  deemed  equitable  to all. To the extent that
transactions  on behalf of more than one  client of the  Sub-adviser  during the
same period may increase the demand for securities being purchased or the supply
of  securities  being  sold,  the Fund  recognizes  that there may be an adverse
effect on price.
        It is agreed that, on occasions when the Sub-adviser  deems the purchase
or sale of a security to be in the best  interests  of the  Portfolio as well as
other accounts or companies,  it may, to the extent permitted by applicable laws
and regulations, but will not be obligated to, aggregate the securities to be so
sold or purchased for other  accounts or companies in order to obtain  favorable
execution  and low  brokerage  commissions.  In that  event,  allocation  of the
securities  purchased  or  sold,  as  well  as  the  expenses  incurred  in  the
transaction,  will be made by the  Sub-adviser  in the manner it considers to be
most  equitable and consistent  with its fiduciary  obligations to the Portfolio
and to such other accounts or companies.

                                         ARTICLE VI
                               Effectiveness of the Agreement
        The Agreement shall not become effective (and the Sub-adviser  shall not
serve or act as investment adviser) unless and until it is approved by the Board
of Directors of the Fund  including a majority of directors  who are not parties
to this Agreement or interested persons of any such party to this Agreement; and
this Agreement shall come into full force and effect on the date on which all of
these conditions are met.






                                         ARTICLE VII
                              Term of the Agreement; Amendment
        The Agreement shall remain in effect until two years from the date first
above-written  and  shall  continue  so  long as such  continuance  is  annually
approved  thereafter  (a) by the vote of a majority of the Board of Directors of
the Fund, or by vote of a majority of the  outstanding  shares of the Portfolio,
and (b) by the vote of a  majority  of the  members  of the  Board,  who are not
parties to this  Agreement  or  interested  persons of any such  party,  cast in
person at a meeting  called  for the  purpose  of  voting on such  approval.  In
connection  with such approvals,  the Board shall request and evaluate,  and the
Sub-adviser  shall furnish,  such information as may be reasonably  necessary to
evaluate the terms of this Agreement. This Agreement:
        (a)    shall       not      be
               terminated    by    the
               Sub-adviser     without
               sixty     days    prior
               written notice;
        (b)    shall  be   subject  to
               termination,    without
               the   payment   of  any
               penalty,  by the  Board
               or   by   vote   of   a
               majority     of     the
               outstanding      voting
               securities    of    the
               Portfolio,   on   sixty
               days written  notice to
               the Sub-adviser;
        (c)    may be amended  only by
               a  written   instrument
               signed   by  the  Fund,
               the   Adviser  and  the
               Sub-adviser;   provided
               that    no     material
               amendment    of    this
               Agreement    shall   be
               effective       without
               specific   approval  of
               such  amendment  by (i)
               the Board,  including a
               majority    of    those
               directors  who  are not
               parties     to     this
               Agreement            or
               interested  persons  of
               such a  party,  cast in
               person   at  a  meeting
               called for the  purpose
               of   voting   on   such
               approval,  and  (ii)  a
               majority     of     the
               outstanding  shares  of
               the Portfolio; and
        (d)    shall     automatically
               terminate          upon
               assignment   by  either
               party.

                                        ARTICLE VIII
                                        Recordkeeping
        The Sub-adviser  agrees that all accounts and records which it maintains
for the Portfolio  shall be the property of the Fund and that it will  surrender
promptly to the  designated  officers of the Fund any or all such  accounts  and
records upon request.  The Sub-adviser further agrees to preserve for the period
prescribed  by  the  rules  and  regulations  of  the  Securities  and  Exchange
Commission  all such records as are required to be  maintained  pursuant to said
rules.  The  Sub-adviser  also  agrees  that it will  maintain  all  records and
accounts  regarding  the  investment  activities  of the Fund in a  confidential
manner.  All such accounts or records shall be made  available,  within five (5)
business  days of the  request,  to the Fund's  accountants  or auditors  during
regular  business  hours at the  Sub-adviser's  offices  upon  reasonable  prior
written notice;  provided,  however,  that the Sub-adviser shall be permitted to
keep such records or copies thereof for such periods of time as are necessary to
comply with the rules and regulations of the Securities and Exchange  Commission
or other  applicable  provisions  of state or  federal  law.  In  addition,  the
Sub-adviser  will provide any  materials,  reasonably  related to the investment
sub-advisory  services  provided  hereunder,  as may be reasonably  requested in
writing by the  directors  or  officers of the Fund or as may be required by any
governmental agency or self-regulatory organization having jurisdiction.

                                         ARTICLE IX
                                Liability of the Sub-adviser
        In the absence of willful  misfeasance,  bad faith,  gross negligence or
reckless  disregard of obligations  or duties on the part of the  Sub-adviser or
its officers, directors,  employees,  controlling persons, shareholders, and any
other person or entity affiliated with the Sub-adviser,  neither the Sub-adviser
nor any of its officers, directors, employees, controlling persons, shareholders
or any other person or entity  affiliated with the Sub-adviser  shall be subject
to  liability  to the Fund or to any  shareholder  or the Adviser for any act or
omission in the course of, or connected  with,  rendering  services  pursuant to
this Agreement, including without limitation any error of judgment or mistake of
law or for any loss suffered by the Fund or any  shareholder in connection  with
the matters to which this Agreement relates.  The federal securities laws impose
liabilities  under certain  circumstances  on persons who act in good faith and,
therefore,  nothing herein shall in any way constitute a waiver or limitation of
any  rights  which the Fund or any  shareholder  of the Fund may have  under any
federal  securities  laws. The Sub-adviser  shall not be liable for the acts and
omissions of any  independent  contractor  used by it nor for those of any bank,
trust company,  broker or other person with whom or into whose hands any monies,
shares of the Fund,  or  securities  and  investments  may be deposited or come,
pursuant to the provisions of this Agreement.

                                          ARTICLE X
                                       Indemnification
        Subject to Article IX, the Sub-adviser agrees and undertakes to hold the
Adviser  harmless and to indemnify  and protect the Adviser from and against any
and all lawsuits or other claims brought  against the Adviser as a result of the
activities of the Sub-adviser under this Agreement,  including the activities of
the  Sub-adviser's  officers  and  directors,  agents,  employees,   controlling
persons,  shareholders,  and any  other  person or  entity  affiliated  with the
Sub-adviser  or  retained by it to perform or assist in the  performance  of its
obligations  under  this  Agreement;  provided,  however,  that in no  event  is
Sub-adviser's  indemnity in favor of Adviser deemed to protect  Adviser  against
any  liability  to which the  Adviser  would  otherwise  be subject by reason of
willful  misfeasance,  bad faith, or gross  negligence in the performance of its
duties or by reason of its reckless disregard of its obligations or duties under
this Agreement or the GW Agreement.
        The Adviser agrees and undertakes to hold the  Sub-adviser  harmless and
to indemnify and protect the  Sub-adviser  from and against any and all lawsuits
or other claims brought against the Sub-adviser as a result of the activities of
the Adviser under this Agreement and the GW Agreement,  including the activities
of the Adviser's officers,  directors,  agents, employees,  controlling persons,
shareholders,  and any other  person or entity  affiliated  with the  Adviser or
retained by it to perform or assist in the performance of its obligations  under
this  Agreement  or the GW  Agreement;  provided,  however,  that in no event is
Adviser's  indemnity  in favor of  Sub-adviser  deemed  to  protect  Sub-adviser
against any  liability to which the  Sub-adviser  would  otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its  duties or by reason of its  reckless  disregard  of its  obligations  or
duties under this Agreement.

                                         ARTICLE XI
                        Agreements, Representations and Indemnification
                               Related to Disclosure Documents
        A. The  Sub-adviser  will  cooperate  with the Fund and the  Adviser  in
connection with the  registration or qualification of units of the Portfolio for
offer and sale under the  securities or Blue Sky laws of such  jurisdictions  as
the Fund may request and will cooperate  with the  preparation of the Disclosure
Documents  (as defined in Article  XI.C.  below).  The Fund and the Adviser will
provide  the  Sub-adviser  with  copies  of all  Disclosure  Documents  prior to
distribution   to   investors   or   submission   to   governmental   bodies  or
self-regulatory  organizations  and will  incorporate  its  reasonable  comments
relating to the  description  of, or services to be provided by, the Sub-adviser
or its affiliates,  or relating to the description of the investment  objectives
and policies of the Portfolio.
        B.  The Fund and the  Adviser,  jointly  and  severally,  represent  and
warrant to the Sub-adviser that the Disclosure  Documents will fully comply with
the  provisions  of the  Securities  Act of 1933,  as  amended,  the  Securities
Exchange  Act of 1934,  as  amended,  the  Investment  Company  Act of 1940,  as
amended,  and other  applicable  laws, and the Disclosure  Documents at all such
times will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  except that this  representation  and warranty does not
apply to statements or omissions in the  Disclosure  Documents  made in reliance
upon  information  furnished  to the  Fund  or the  Adviser  in  writing  by the
Sub-adviser which the Fund had informed the Sub-adviser was to be used, or which
the Sub-adviser had  acknowledged  was to be used, in the particular  Disclosure
Document.  The Fund and the Adviser will notify the Sub-adviser  promptly of the
happening  of any event which in the  judgment of the Fund or the Adviser  makes
any statement made in the Disclosure Documents untrue in any material respect or
requires the making of any changes in the Disclosure  Documents in order to make
the  statements  therein,  in the light of  circumstances  under which they were
made,  not  misleading  in any  material  respect,  except that the Fund and the
Adviser  need not make such  notification  with  respect to  information  in the
Disclosure Documents based upon information  furnished in writing to the Fund or
the Adviser by the  Sub-adviser  which the Fund had informed the Sub-adviser was
to be used, or which the  Sub-adviser  had  acknowledged  was to be used, in the
particular Disclosure Document.
        The Sub-adviser represents and warrants to the Fund and the Adviser that
the information  furnished in writing by it which the Fund has informed it is to
be  used,  or  which  the  Sub-adviser  has  acknowledged  is to be  used,  in a
particular  Disclosure  Document,  will not  contain  an untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to make the  statements  therein  not  misleading  as required by the
provisions of the  Securities Act of 1933, as amended,  the Securities  Exchange
Act of 1934, as amended,  the  Investment  Company Act of 1940, as amended,  and
other  applicable  laws.  The  Sub-adviser  will notify the Fund and the Adviser
promptly of the happening of any event which in the judgment of the  Sub-adviser
makes any  statement  made in the  Disclosure  Documents  untrue in any material
respect or requires  the making of any changes in the  Disclosure  Documents  in
order to make the statements  therein, in the light of circumstances under which
they  were  made,  not  misleading  in any  material  respect,  except  that the
Sub-adviser need only make such  notification with respect to information in the
Disclosure Documents based upon information  furnished in writing to the Fund or
the Adviser by the  Sub-adviser  which the Fund had informed the Sub-adviser was
to be used, or which the  Sub-adviser  had  acknowledged  was to be used, in the
particular Disclosure Statement.
        C. Notwithstanding  Article X to the contrary, the Fund and the Adviser,
jointly and severally, agree to hold harmless the Sub-adviser, its directors and
officers (each such person a "Sub-adviser  Indemnified Party"), and each person,
if any, who controls the Sub-adviser  within the meaning of either Section 15 of
the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange
Act of 1934, as amended, from and against any and all losses,  claims,  damages,
liabilities and expenses (including  reasonable costs of investigation)  arising
out of or based  upon any untrue  statement  or alleged  untrue  statement  of a
material fact contained in the Fund's Registration  Statement or Prospectus,  or
any amendment or supplement thereto, or in any preliminary prospectus, any other
communication with investors or any other submissions to governmental  bodies or
self-regulatory agencies filed or distributed on or subsequent to the date first
above-written   (such   documents   being  herein  referred  to  as  "Disclosure
Documents") or arising out of or based upon any omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  except insofar as such losses,  claims,
damages,  liabilities or expenses arise out of or are based upon any such untrue
statement or omission or allegation thereof based upon information  furnished in
writing  to the  Fund or the  Adviser  by the  Sub-adviser  which  the  Fund had
informed  the  Sub-adviser  was  to  be  used,  or  which  the  Sub-adviser  had
acknowledged was to be used, in the particular Disclosure Document.
        If any action or proceeding  (including any governmental  investigation)
shall be  brought or  asserted  against  the  Sub-adviser  Indemnified  Party in
respect of which  indemnity  may be sought  from the Fund and the  Adviser,  the
Sub-adviser  Indemnified Party shall promptly notify the Fund and the Adviser in
writing,  and the  Fund  and the  Adviser  shall  assume  the  defense  thereof,
including the  employment of counsel  satisfactory  to the  Sub-adviser  and the
payment of all expenses. The Sub-adviser  Indemnified Party shall have the right
to employ separate  counsel in any such action and to participate in the defense
thereof,  but the fees and expenses of such counsel  shall be the expense of the
Sub-adviser  Indemnified  Party unless (a) the Fund or the Adviser has agreed to
pay such fees and  expenses or (b) the Fund or the Adviser  shall have failed to
assume  the  defense  of  such  action  or  proceeding  and  to  employ  counsel
satisfactory  to the  Sub-adviser  in any such action or  proceeding  or (c) the
named parties to any such action or proceeding (including any impleaded parties)
include both the Sub-adviser  Indemnified  Party and the Fund or the Sub-adviser
Indemnified  Party shall have been  advised by counsel  that there may be one or
more  legal  defenses  available  to any of them  which  are  different  from or
additional to those  available to the Fund or the Adviser (in which case, if the
Sub-adviser  Indemnified Party notifies the Fund and the Adviser in writing that
it elects to employ separate counsel at the expense of the Fund and the Adviser,
the Fund and the Adviser  shall not have the right to assume the defense of such
action or proceeding on behalf of the Sub-adviser  Indemnified  Party), it being
understood, however, that the Fund and the Adviser shall not, in connection with
any one such action or  proceeding  or  separate  but  substantially  similar or
related actions or proceedings in the same jurisdiction  arising out of the same
general  allegations or  circumstances,  be liable for the  reasonable  fees and
expenses  of more  than  one  separate  firm of  attorneys  at any  time for the
Sub-adviser  Indemnified Party, which firm shall be designated in writing by the
Sub-adviser. Neither the Fund nor the Adviser shall be liable for any settlement
of any such action or proceeding effected without their written consent,  but if
settled  with their  written  consent,  or if there be a final  judgment for the
plaintiff in any such action or  proceeding,  the Fund and the Adviser  agree to
indemnify and hold harmless the Sub-adviser  Indemnified  Party from and against
any loss or liability by reason of such settlement or judgment. It is understood
that  neither the Fund nor the  Adviser may settle on behalf of the  Sub-adviser
without the consent of the Sub-adviser.
        Notwithstanding  Article X to the contrary,  the  Sub-adviser  agrees to
indemnify  and hold  harmless  the Fund and the  Adviser,  their  directors  and
officers,  and each person,  if any, who controls the Fund or the Adviser within
the meaning of either Section 15 of the  Securities Act of 1933, as amended,  or
Section 20 of the  Securities  Exchange  Act of 1934,  as  amended,  to the same
extent  as the  foregoing  indemnity  from  the  Fund  and  the  Adviser  to the
Sub-adviser,  but only with  respect to  information  furnished in writing by it
which  the Fund had  informed  the  Sub-adviser  was to be  used,  or which  the
Sub-adviser  had  acknowledged  was to be  used,  in the  particular  Disclosure
Document.  In case any action or proceeding shall be brought against the Fund or
the Adviser,  their directors or officers,  or any such controlling  persons, in
respect  of  which  indemnity  may  be  sought  against  the  Sub-adviser,   the
Sub-adviser  shall have the rights and duties given to the Fund and the Adviser,
and the Fund or the Adviser,  their directors or officers,  or such  controlling
persons  shall  have the  rights and  duties  given to the  Sub-adviser,  by the
preceding paragraph.
        D. The agreements, representations and indemnification contained in this
Article XI shall remain operative and in full force and effect regardless of (a)
any investigation  made by or on behalf of the Sub-adviser  Indemnified Party or
by or on behalf of the Fund or the Adviser,  its directors and officers,  or any
person  controlling  the  Fund or the  Adviser  or (b) any  termination  of this
Agreement.

                                         ARTICLE XII
                                        Governing Law
        This  Agreement  shall be construed in  accordance  with the laws of the
State of Colorado and the applicable provisions of the Investment Company Act of
1940, as amended,  and the rules and  regulations of the Securities and Exchange
Commission thereunder, including such exemptions therefrom as the Securities and
Exchange   Commission  may  grant.  Words  and  phrases  used  herein  shall  be
interpreted in accordance with that Act and those rules and regulations. As used
with respect to the  Portfolio,  the term "majority of the  outstanding  shares"
means the lesser of (i) 67% of the shares represented at a meeting at which more
than 50% of the outstanding  shares are represented or (ii) more than 50% of the
outstanding  shares.  To the  extent  that the  applicable  laws of the State of
Colorado  conflict with applicable  provisions of the Investment  Company Act of
1940, as amended, or the rules and regulations  thereunder,  such Act, rules and
regulations shall control.

                                        ARTICLE XIII
                                        Severability
        If any  provision of this  Agreement  shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

                                         ARTICLE XIV
                                        Counterparts
        This  Agreement  may be executed in any number of  counterparts,  and by
separate parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original,  but all such  counterparts  together
shall constitute but one and the same instrument.

                                         ARTICLE XV
                                      Sales Literature
        The Adviser will not use the Sub-adviser's name in Fund sales literature
without  prior  review  and  approval  by the  Sub-adviser,  which  will  not be
unreasonably withheld or delayed.

                                         ARTICLE XVI
                                           Notices
        Any notice under this Agreement  shall be in writing and shall be deemed
given (a) upon person  delivery,  (b) on the first business day after  receipted
delivery to a courier service that guarantees next business day delivery,  under
circumstances  in which such  guaranty  is  applicable  or (c) on the earlier of
delivery or three business days after mailing by United States  certified  mail,
postage  and fees  prepaid,  to the  appropriate  party at the address set forth
below, or to such other address as the party so notifies the others in writing.






        IN WITNESS WHEREOF,  the parties have caused this Agreement to be signed
by their  respective  officials  duly  authorized,  as of the day and year first
above written.



Witness:                                    G
W CAPITAL MANAGEMENT, INC.


/s/ Xxxxx X. XxXxxx
By:     /s/ X.X. Xxxxxx
Name: Xxxxx X. XxXxxx               Name:
X.X. Xxxxxx

Title:  President

Address:       0000 Xxxx Xxxxxxx Xxxx

Xxxxxxxxx, XX  00000

Attn:  General Counsel

Witness:                            X. XXXX
                                    PRICE
                                    ASSOCIATES,
                                    INC.


/s/ Xxxxxxxx Xxxxxx
By:     /s/ Xxxxx X. Xxxxxx
Name: Xxxxxxxx Xxxxxx               Name:
Xxxxx X. Xxxxxx

Title:  Vice President

Address:       000 Xxxx Xxxxx Xxxxxx

Xxxxxxxxx, XX  00000

Attn:  General Counsel

Witness:
MAXIM SERIES FUND, INC.


/s/ Xxxxxxx X. Xxxxx
By:     /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxxx
Name:   X.X. Xxxx

Title:  President

Address:       0000 Xxxx Xxxxxxx Xxxx

Xxxxxxxxx, XX  00000

Attn:  Secretary