0001193125-10-100834 Sample Contracts

CLASS G1 SERVICE AGREEMENT
Class G1 Service Agreement • April 30th, 2010 • Maxim Series Fund Inc • Colorado

This Class G1 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 .

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AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2010 • Maxim Series Fund Inc

This amendment to Sub-Advisory Agreement, effective January 1, 2010 (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”), Invesco Advisers, Inc., a corporation organized under the laws of the state of Delaware and registered as an investment adviser under the Investment Advisers Act of 1940 (“Invesco Advisers”), and Maxim Series Fund, Inc., a Maryland corporation (the “Fund”).

AGREEMENT PURSUANT TO DISTRIBUTION PLAN
Distribution Agreement • April 30th, 2010 • Maxim Series Fund Inc • Delaware

This AGREEMENT PURSUANT TO DISTRIBUTION PLAN (this “Agreement”) is made as of the 30th day of April 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 • April 30th, 2010 • Maxim Series Fund Inc

This amendment to Sub-Advisory Agreement, effective January 1, 2010 (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”), Invesco Advisers, Inc., a corporation organized under the laws of the state of Delaware and registered as an investment adviser under the Investment Advisers Act of 1940 (“Invesco Advisers”), and Maxim Series Fund, Inc., a Maryland corporation (the “Fund”).

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