Rule 497(e)
File No.811-3249
33-82610
Maxim Series Account of Great-West Life & Annuity Insurance Company
Effective November 12, 1998
Insert on page 1 of the prospectus:
Effective November 12, 1998, an additional Investment Division will be available
for allocation of Contributions. This Investment Division invests exclusively in
the corresponding Portfolio of Fidelity VIP II Contrafund Portfolio, a separate
investment portfolio of Fidelity Variable Insurance Products Fund II. The new
Investment Division will invest in shares of the following portfolio:
The Fidelity VIP II Contrafund Portfolio seeks capital appreciation by investing
mainly in equity securities of companies where value is not fully recognized by
the public.
The FEE TABLE on page 6 of the prospectus is amended to add the following table
after the table for American Century Variable Portfolios, Inc. Annual Expenses:
Fidelity Variable Insurance Products Fund II Annual Expenses
-------------------------- ===================================
Fidelity VIP II Contrafund
-------------------------- ===================================
-------------------------- ===================================
Management Fee .61%
-------------------------- ===================================
-------------------------- ===================================
Other Expenses .10%
-------------------------- ===================================
-------------------------- ===================================
Total Expenses .71%
-------------------------- ===================================
The EXAMPLES on page 6 and 7 of the prospectus are amended to add the Fidelity
VIP II Contrafund Investment Division to the tables as follows:
Example 1:
If you do not take a distribution from your contract, or if you annuitize at the
end of the applicable time period, you would pay the following expenses on a
$1,000 investment, assuming a 5% annual return on assets:
<TABLE>
1 Year 3 Year 5 year 10 Year
- ------------------------------------ ------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Fidelity VIP II Contrafund $21.00 $68.06 $122.60 $297.90
</TABLE>
Example 2:
If you take a distribution in whole from your contract at the end of the
applicable time period, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return on assets:
<TABLE>
1 Year 3 Year 5 year 10 Year
- ------------------------------------ ------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Fidelity VIP II Contrafund $93.03 $122.54 $157.21 $297.90
</TABLE>
On page 13 at the end of the paragraph entitled "Can I change the Investment
Division selected for my variable annuity?" please add the following:
Contract owners can perform Transfers over the Internet. Some states may
prohibit electronic transactions and Contract owners residing in those states
will not be able to utilize the Internet for Transfers. We will not be
responsible for any losses resulting from unauthorized transactions if we follow
reasonable security procedures designed to identify the Contract owner. On our
web site a participant will be prompted to provide personalized security codes
or other identifying information before any Transfer may be effected. This
feature may be accessed on the Internet through BenefitsCorp Equities, Inc.'s
web site at www.benefitscorp.com.
<PAGE>
On page 14, under the heading "Average Annual Total Return" please insert the
following:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Portfolio Investment One year Five Ten Years Ten Years
Division Inception Division Years or Life of or Life of
Inception in the Investment Underlying
Separate Account Division Fund
in the Portfolio
Separate
Account
Fidelity VIP January 3, November 11, 1998 -4.64% N/A N/A 20.42%
II Contrafund 1995
</TABLE>
On page 17, after the last paragraph under the heading entitled "Transfers Among
Investment Divisions," please insert the following:
Contract owners can perform Transfers over the Internet. Some states may
prohibit electronic transactions and Contract owners residing in those states
will not be able to utilize the Internet for Transfers. We will not be
responsible for any losses resulting from unauthorized transactions if we follow
reasonable security procedures designed to identify the Contract owner. On our
web site a participant will be prompted to provide personalized security codes
or other identifying information before any Transfer may be effected. This
feature may be accessed on the Internet through BenefitsCorp Equities, Inc.'s
web site at www.benefitscorp.com.
Insert on page 21 of the prospectus under the heading Investment Advisers please
add the following paragraphs discussing Fidelity Management & Research Company
with the following:
Fidelity Management & Research Company ("FMR") is the investment adviser to
Fidelity VIP II Contrafund Portfolio. For its investment advisory services, FMR
receives a monthly fee from this Portfolio. As of December 31, 1997, VIP II
Contrafund Portfolio paid FMR fees at the annual rate of.60% of the Portfolio's
average daily net assets.
FMR may, from time to time, agree to reimburse VIP II Contrafund Portfolio
for management fees and other expenses above a specified percentage of average
daily net assets. Reimbursement arrangements, which may be terminated at any
time without notice, will increase VIP II Contrafund Portfolio's yield. If FMR
discontinues a reimbursement arrangement, the VIP II Contrafund Portfolio's
expenses will go up and its yield will be reduced. FMR retains the ability to be
repaid by the VIP II Contrafund Portfolio for expense reimbursements if expenses
fall below the limit prior to the end of the fiscal year. Repayment by the VIP
II Contrafund Portfolio will lower its yield. FMR has voluntarily agreed to
temporarily limit the total expenses (including the management fee, but
generally excluding taxes, interest and extraordinary expenses) of the VIP II
Contrafund Portfolio to 1.00%.
