0001193125-11-271424 Sample Contracts

CLASS A ADMINISTRATIVE SERVICE AGREEMENT
Administrative Service Agreement • October 14th, 2011 • Maxim Series Fund Inc • Colorado

This Class A Administrative Service Agreement (this “Agreement”) is made and entered into between Maxim Series Fund, Inc. (the “Fund”) a Maryland corporation, having a principal place of business at Greenwood Village, Colorado 80111, on behalf of the portfolios listed on Schedule A, as amended from time to time, (each, a “Portfolio,” and collectively, the “Portfolios”), and (“Service Organization”), a corporation, having its principal place of business at .

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PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • October 14th, 2011 • Maxim Series Fund Inc • Colorado

This PRINCIPAL UNDERWRITING AGREEMENT (the “Agreement”) is made this 30th day of September 2011, by and between Maxim Series Fund, Inc. a Maryland corporation (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

SELLING AND SERVICE AGREEMENT
Selling and Service Agreement • October 14th, 2011 • Maxim Series Fund Inc • Colorado

This Selling and Service Agreement (“Agreement”) is entered into between (“Financial Intermediary”), a corporation, having its principal place of business at , and GWFS Equities , Inc. (“GWFS”) a Delaware corporation, having its principal place of business at Greenwood Village, Colorado 80111, with respect to those series of Maxim Series Fund, Inc. (the “Fund”) named in Schedule A (each such series, a “Portfolio,” and collectively, the “Portfolios”), as such schedule may be amended from time to time, for whose shares of beneficial interest (“shares”) GWFS serves as principal underwriter.

EXPENSE LIMITATION AGREEMENT MAXIM SERIES FUND, INC.
Expense Limitation Agreement • October 14th, 2011 • Maxim Series Fund Inc

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 30th day of September 2011, by and between GW Capital Management, LLC (d/b/a Maxim Capital Management, LLC) (the “Adviser”), and Maxim Series Fund, Inc. (the “Fund”). The Fund is a series investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Fund set forth on SCHEDULE A hereto (each a “Portfolio,” collectively the “Portfolios”), as such schedule may be amended from time to time to add or delete series.

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 14th, 2011 • Maxim Series Fund Inc

The following amendment, effective July 19, 2011, 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.

AMENDMENT
Securities Lending Agreement and Guaranty • October 14th, 2011 • Maxim Series Fund Inc

AMENDMENT made as of January 1, 2006 to that certain Securities Lending Agreement and Guaranty, dated as of November 2, 2001, between each Investment Company listed on Exhibit A thereto for itself and each Series listed on Exhibit A thereto (each hereinafter “Lender”) and The Bank of New York (“Bank”) (such agreement hereinafter “the Agreement”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 14th, 2011 • Maxim Series Fund Inc

This amendment to Sub-Advisory Agreement, effective May 1, 2011 (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”), Franklin Advisers, Inc., a corporation organized under the laws of California 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”).

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