AMENDMENT TO SUB-ADVISORY AGREEMENT
BETWEEN JANUS CAPITAL MANAGEMENT LLC, MAXIM SERIES FUND, INC.
AND GW CAPITAL MANAGEMENT, LLC
This Amendment is dated as of July 30, 2004 by and between Janus Capital
Management LLC, Maxim Series Fund, Inc. and GW Capital Management, LLC
(collectively, the "Parties").
WHEREAS, the Parties entered into the Sub-Advisory Agreement
("Agreement") on May 1, 2003;
WHEREAS, the Parties desire to amend said Agreement in the manner
hereinafter set forth;
NOW THEREFORE, pursuant to Article VII of the Agreement, the parties
hereby amend the Agreement in the following form:
1. Schedule A is hereby deleted in its entirety and replaced with the following:
Schedule A
Maxim Janus Large Cap Growth Portfolio
2. Schedule B is hereby deleted in its entirety and replaced with the following:
Schedule B
Fee Rate (as a % of average daily net asset value):
Maxim Janus Large Cap Growth Portfolio .50% on the first $250
million .45% on the next $500 million .40% on the next $750 million
.35% over $1.5 billion
All of the other provisions contained in the Agreement shall remain in
full force and effect.
IN WITNESS THEREOF, the Parties have caused this Amendment to be
executed by their duly authorized officers effective as of the date first
written above.
Witness: GW CAPITAL MANAGEMENT, LLC
By:
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Name: Name:
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Title:
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Witness: MAXIM SERIES FUND, INC.
By:
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Name: Name:
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Title:
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Witness: JANUS CAPITAL MANAGEMENT LLC
By:
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Name: Name:
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Title:
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