AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
MAXIM SERIES FUND, INC., GW CAPITAL MANAGEMENT, LLC, AND
X. XXXX PRICE ASSOCIATES, INC.
This Amendment is made as of May 1, 2004 to the Sub-Advisory Agreement dated
November 1, 1994, by and between Maxim Series Fund, Inc. (the "Fund"), GW
Capital Management, LLC (the "Adviser"), and X. Xxxx Price Associates, Inc. (the
"Sub-Adviser") (the "Agreement"), as amended November 1, 1996, December 5, 1997,
and December 28, 1999 on behalf of the Maxim X. Xxxx Price Equity/Income
Portfolio (the "Portfolio"). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. Change to Article III, Section A - Investment Advisory Fee. Section A
will be replaced in its entirety with the following:
A. Investment Advisory Fee. The Adviser, and not the Fund, will pay on the
last day of each month as monthly compensation to the Sub-Adviser for
the services rendered by the Sub-Adviser with respect to the Portfolio,
as described in Article II of this Agreement, based on an annual
percentage of the assets of the Portfolio (the "NAV Fee") as set forth
below:
Annual Fee Assets
.40% First $500 million
.35% Over $500 million
Payment to the Sub-Adviser will be made monthly by the Adviser based on
the average daily net assets of the Portfolio during each month.
In all other respects, the Sub-Advisory Agreement dated November 1, 1994, as
amended November 1, 1996, December 5, 1997, and December 28, 1999 is confirmed
and remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed
by their duly authorized signatories as of May 1, 2004.
ATTEST: MAXIM SERIES FUND, INC.
By
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Name: Name:
Title: Title:
ATTEST: X. XXXX PRICE ASSOCIATES, INC.
By
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Name: Name:
Title: Title:
ATTEST: GW CAPITAL MANAGEMENT, LLC
By
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Name: Name:
Title: Title:
