AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
The following amendment is made to the Investment Advisory Agreement
effective May 1, 2003, by and between Maxim Series Fund, Inc. (the "Fund") and
GW Capital Management, LLC (the "Adviser") dated December 5th, 1997, as amended
on July 26th, 1999 and May 1, 2002, (the "Agreement"), and is hereby
incorporated into and made a part of the Agreement.
1. Article II, Section A, of the Agreement is hereby amended by adding the
following:
As compensation for its services with respect to the Fund, the
Adviser receives monthly compensation at the annual rate of
1.20% of the average daily net assets of the Maxim MFS
International Growth Portfolio; 1.05% of the average daily net
assets of the Maxim Janus Large Cap Growth Portfolio; 0.70% of
the Maxim Federated Bond Portfolio; and 1.10% of the average
daily net assets of the Maxim Janus High Yield Bond Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this amending
agreement to be executed in duplicate, in their names and on their behalf by and
through their duly authorized officers.
GW CAPITAL MANAGEMENT, LLC
(d/b/a Maxim Capital Management, LLC)
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Wooden
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Name: X.X. Xxxxx Name: D.L. Wooden
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Title: Secretary Title: President
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MAXIM SERIES FUND, INC.
Attest: /s/ Xxxxx X. Xxxxxx By: /s/ X.X. XxXxxxxx
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Name: X.X. Xxxxxx Name: X.X. XxXxxxxx
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Title: Assistant Secretary Tiitle: President
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