0001193125-10-291404 Sample Contracts

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • December 30th, 2010 • Maxim Series Fund Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 31st day of December 2010 by and between Maxim Series Fund, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

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

This amendment to Sub-Advisory Agreement, effective December 30, 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”), 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”).

AGREEMENT PURSUANT TO DISTRIBUTION AND SERVICE PLAN
Agreement Pursuant to Distribution and Service Plan • December 30th, 2010 • Maxim Series Fund Inc • Colorado

This AGREEMENT PURSUANT TO DISTRIBUTION AND SERVICE PLAN (this “Agreement”) is made as of the 31st day of December, 2010, by and between Maxim Series Fund, Inc., a Maryland corporation (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 30th, 2010 • Maxim Series Fund Inc

The following amendment, effective December 31, 2010, 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.

CLASS G1 SERVICE AGREEMENT
Class G1 Service Agreement • December 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 .

SEC RULE 22c-2 AMENDMENT
Maxim Series Fund Inc • December 30th, 2010

THIS Rule 22c-2 Amendment (“Amendment”) is made and entered into this 1st day of January 2011 by and between GWFS Equities, Inc. and/or its affiliates (herein referred to as “GWFS” or “Intermediary”), and Maxim Series Fund, Inc. (“Fund”) on behalf of itself and its underlying Portfolios.

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