Rule 497(e)
File Nos. 2-73879
811-3349
Maxim Series Account of Great-West Life & Annuity Insurance Company
October 23, 1998
Insert a new paragraph on page 2 of the prospectus under the heading Maxim
MidCap Portfolio (Growth Fund I):
Pursuant to a vote of a majority of the shareholders of the Portfolio the
investment objective and sub-adviser of the Portfolio will change effective
February 5, 1999. The name of the Investment Division will change to Maxim
MidCap Portfolio. The new investment objective will be to seek long-term capital
appreciation by investing primarily in equity securities of issuers that in the
judgment of the sub-adviser are undervalued but demonstrate a strong potential
for growth. To achieve this objective, the Portfolio will focus primarily on
medium-sized issuers with market capitalizations of approximately $200 million
to $5 billion. The new objective reflects a change from a growth oriented
investment style to a value orientation.
The sub-adviser to the Portfolio will change from Janus Capital Corporation to
Ariel Capital Management, Inc. The overall advisory fee paid by the Portfolio
will remain the same. The Investment Adviser will be responsible for
compensating the sub-adviser. Ariel will be compensated at the annual rate of
0.50% on the first $25 million of assets of the Portfolio, 0.40% on the next $75
million of assets and 0.30% on all amounts over $100 million of the Portfolio.
Insert on page 21 of the prospectus under the heading Ariel Capital Management,
Inc. at the end of that section:
Effective February 5, 1999, Ariel will serve as sub-adviser to the Maxim MidCap
Portfolio. Ariel will receive monthly compensation from the Investment Adviser
at the annual rate of 0.50% on the first $25 million of assets of the Portfolio,
0.40% on the next $75 million of assets and 0.30% on all amounts over $100
million of the Portfolio.
