0001193125-12-190985 Sample Contracts

AMENDMENT TO AGREEMENT PURSUANT TO DISTRIBUTION AND SERVICE PLAN
Agreement Pursuant to Distribution and Service Plan • April 27th, 2012 • Maxim Series Fund Inc

This Amendment to Agreement Pursuant to Distribution and Service Plan (this “Amendment”) is made this 11th day of April 2012 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 • April 27th, 2012 • Maxim Series Fund Inc

This amendment to Sub-Advisory Agreement, effective January 1, 2012 (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”), T. Rowe Price Associates, Inc., a Maryland corporation 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”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 27th, 2012 • Maxim Series Fund Inc

INVESTMENT ADVISORY AGREEMENT made this 5th day of December, 1997, as amended and restated on April 30, 2012, by and between Maxim Series Fund, Inc, a Maryland corporation (“the Fund”), and GW Capital Management, LLC, a Colorado Limited Liability Company registered as an investment adviser under the Investment Advisers Act of 1940 and registered to do business under the name Maxim Capital Management, LLC (“the Adviser”), whereby the Adviser will act as investment adviser to the Fund as follows:

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