0000356476-09-000199 Sample Contracts

SELLING AGREEMENT
Selling Agreement • October 29th, 2009 • Maxim Series Fund Inc • Colorado

This Selling Agreement (the “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”), aCorporation, having its principal place of business at .

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AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 29th, 2009 • Maxim Series Fund Inc

The following amendment, effective August 11, 2009, 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 TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • October 29th, 2009 • Maxim Series Fund Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 11th day of August 2009 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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