0001193125-09-094779 Sample Contracts

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 1st, 2009 • Maxim Series Fund Inc

This amendment to Sub-Advisory Agreement, effective June 1, 2008 (this “Amendment”), is made by and among GW Capital Management, LLC doing business as Maxim Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), Ariel Investments, LLC, a limited liability company organized under the laws of Delaware, registered as an investment adviser under the Investment Advisers Act of 1940, and Maxim Series Fund, Inc., a Maryland corporation (the “Fund").

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CLASS T1 SERVICE AGREEMENT
Class T1 Service Agreement • May 1st, 2009 • Maxim Series Fund Inc • Colorado

This Class T1 Service Agreement (this "Agreement") is made and entered into between GWFS Equities, Inc. ("GWFS") a Delaware corporation, having a principal place of business at Greenwood Village, Colorado 80111 and _______________ ("Intermediary"), a __________ Corporation, having its principal place of business at ________________________________ ________________________________________ .

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 1st, 2009 • Maxim Series Fund Inc

This amendment to Sub-Advisory Agreement, effective June 1, 2008 (this “Amendment”), is made by and among GW Capital Management, LLC doing business as Maxim Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), AllianceBernstein L.P. (formerly known as Alliance Capital Management L.P.) a limited partnership organized under the laws of Delaware and 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").

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • May 1st, 2009 • Maxim Series Fund Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this ___ day of ____________ 2009 by and between Maxim Series Fund, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 1st, 2009 • Maxim Series Fund Inc

This amendment to Sub-Advisory Agreement, effective July 20, 2008 (this “Amendment”), is made by and among GW Capital Management, LLC doing business as Maxim Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), Mellon Capital Management Corporation, a corporation organized under the laws of the state of Delaware, registered as an investment adviser under the Investment Advisers Act of 1940 (the “Sub-adviser”), and Maxim Series Fund, Inc., a Maryland corporation (the “Fund").

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 1st, 2009 • Maxim Series Fund Inc

The following amendment, effective April 30, 2009, is made to the Investment Advisory Agreement, by and between Maxim Series Fund, Inc. (the “Fund”) and GW Capital Management, LLC (the “Adviser”), dated December 5, 1997, as amended, (the “Agreement”), and is hereby incorporated into and made a part of the Agreement.

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