September 26, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Maxim Series Fund, Inc.
Maxim INVESCO Balanced Portfolio
Ladies and Gentlemen:
Filed herewith is post-effective amendment no. 48 for the above-
captioned registrant pursuant to Section 485(b) of the Securities
Act of 1933. The sole purpose of this amendment is to file the
finalized copy of Exhibit 5(b), the sub-advisory agreement for the
referenced portfolio of Maxim Series Fund, Inc.
If you have any questions, please call either Thomas Mira at (202)
965-8158 or me at (303) 689-3817. Thank you for your assistance.
Sincerely,
/s/ Beverly A. Byrne
Beverly A. Byrne
Assistant Counsel<PAGE>
As filed with the Securities and Exchange Commission on
September 27, 1996
Registration No. 2-75503
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)
Pre-Effective Amendment No. ( )
Post-Effective Amendment No. 48(X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 48 (X)
MAXIM SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
8515 E. Orchard Road
Englewood, Colorado 80111
Registrant's Telephone Number, including Area Code: (303) 689-3000
W. T. McCallum
President and Chief Executive Officer
Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Englewood, Colorado 80111
(Name and Address of Agent for Service)
Copies of Communications to:
James F. Jorden, Esquire
Jorden Burt Berenson & Johnson, LLP
1025 Thomas Jefferson St. N. W.
Suite 400 East
Washington, D. C. 20007-0805
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b) of
Rule 485
on pursuant to paragraph (b)(1)(v) of Rule 485
60 days after filing pursuant to paragraph (a)(1) of
Rule 485
on pursuant to paragraph (a)(1) of Rule 485
75 days after filing pursuant to paragraph (a)(2) of
Rule 485
on pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following:
this post-effective amendment designates a new
effective date for
a previously filed post-effective amendment
The Registrant has previously filed a declaration of indefinite registration
of its shares pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The Rule 24F-2 Notice for Registrant's
fiscal year was filed February 27, 1996.<PAGE>
Parts A, B and C of Registrant's Post-Effective Amendment No. 46 under the
Securities Act of 1933 and the Investment
Company Act of 1940, filed on June 14, 1996 and August 27, 1996,
respectively, are incorporated by reference herein and
this Post-Effective Amendment is being filed under Rule 485(b)(1) under the
Securities Act of 1933 for the sole purpose
of filing a finalized copy of Exhibit 5(b), the sub-advisory agreement for
the Maxim INVESCO Balanced Portfolio.
This Post-Effective Amendment shall not supersede or effect the Registration
Statement for Maxim Series Fund, Inc. as
it applies to the Money Market, Bond, Investment Grade Corporate Bond, U.S.
Government Securities, U.S. Government
Mortgage Securities, Stock Index, Small-Cap Index, Growth Index, Value Index,
Total Return, Short-Term Maturity Bond,
Corporate Bond, Small-Cap Aggressive Growth, Foreign Equity, Small-Cap Value,
MidCap, International Equity, Maxim
T. Rowe Price Equity/Income, Maxim INVESCO ADR, Maxim INVESCO Small-Cap
Growth and Maxim Vista Growth &
Income Portfolios.<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the
requirements of this Registration Statement pursuant to Rule 485(b)
and has duly caused Post-Effective Amendment No. 48 to the
Registration Statement to be signed on its behalf, in the City of
Englewood, State of Colorado, on the 27th day of September, 1996.
MAXIM SERIES FUND, INC.
(Registrant)
By: /s/ J.D. Motz
President (J.D. Motz)
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 48 to the Registration Statement
has been signed below by the following persons in the capacities
and on the dates indicated.
Signature and Title Date
/s/ J.D. Motz 9/27/96
President (J.D. Motz)
/s/ D. Low 9/27/96
Director (D. Low)
/s/ R. Jennings* 9/27/96
Director (R. Jennings)
/s/ R.P. Koeppe* 9/27/96
Director (R.P. Koeppe)
/s/ J.D. Motz 9/27/96
Director (J.D. Motz)
S-1
Signature and Title Date
/s/ S. Zisman* 9/27/96
Director (S. Zisman)
/s/ G.R. Derback 9/27/96
Treasurer (G.R. Derback)
/s/ G.R. Derback 9/27/96
Principal Financial Officer
(G.R. Derback)
/s/ G.R. Derback 9/27/96
Principal Accounting Officer
(G.R. Derback)
*By:/s/ R.B. Lurie
R.B. Lurie
Attorney-in-fact pursuant to Powers of Attorney filed under
Post-Effective Amendment No. 19 to this Registration Statement.
S-2<PAGE>
Exhibit 5(b)
Sub-Advisory Agreement<PAGE>
SUB-ADVISORY
AGREEMENT
SUB-ADVISORY AGREEMENT (herein "the Agreement" or "this Agreement")
made this 2nd day of August, 1996 by and between The Great-West Life Assurance
Company, a Canadian stock life insurance company registered as an investment
adviser
under the Investment Advisers Act of 1940 ("the Adviser"), INVESCO Trust
Company, a
Colorado trust company registered as an Investment Adviser under the
Investment Advisers
Act of 1940 ("the Sub-adviser"), and Maxim Series Fund, Inc., a Maryland
corporation ("the
Fund"), this Agreement embodying the arrangement whereby the Sub-adviser will
act as an
investment adviser to the Maxim INVESCO Balanced Portfolio of the Fund
(the "Portfolio"),
in conjunction with the Adviser, as follows:
ARTICLE I
Preamble
The Fund entered into an Investment Advisory Agreement with the Adviser,
which
agreement is dated April 1, 1982, and as thereafter amended, a copy of which
is attached
hereto as Appendix A. This advisory agreement and all amendments thereto are
hereinafter
referred to as "the GWL Agreement". In the GWL Agreement, the Adviser agreed
to act
as adviser to and manager of the Fund. In that capacity it agreed to manage
the investment
and reinvestment of the assets of any portfolio of the Fund in existence or
created in the
future and to administer the Fund's affairs. The Adviser wishes to obtain
assistance with
respect to its aforesaid advisory and management role with respect to the
Portfolio only to
the extent described herein, and the Fund by this Agreement agrees to such
arrangement.
ARTICLE II
Duties of the Sub-adviser
The Adviser hereby employs the Sub-adviser to act with the Adviser as
investment
advisers to and managers of the Portfolio, and, subject to the review of the
Board of
Directors of the Fund ("the Board"), to manage the investment and
reinvestment of the
assets of the Portfolio and to administer its affairs, for the period and on
the terms and
conditions set forth in this Agreement. The Sub-adviser hereby accepts such
employment
and agrees during such period to render the services and to assume the
obligations herein
set forth for the compensation provided for herein. The Sub-adviser shall
for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly
provided or authorized by this Agreement or otherwise, have no authority to
act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
A. Investment Sub-Advisory Services. In carrying out its obligations
to assist in
managing the investment and reinvestment of the assets of the Portfolio, the
Sub-adviser
shall, when appropriate and consistent with the limitations set forth in
Section B hereof:
(a) perform research and obtain and evaluate pertinent economic,
statistical, and financial data relevant to the investment policies of the
Portfolio;
(b) consult with the Adviser and with the Board and furnish to the
Adviser and the Board recommendations with respect to an overall investment
plan for the Portfolio for approval, modification, or rejection by the
Board;
(c) seek out specific investment opportunities for the Portfolio,
consistent with an overall investment plan approved by the Adviser and the
Board;
(d) take such steps as are necessary to implement any overall
investment plan approved by the Board for the Portfolio, including making
and carrying out decisions to acquire or dispose of permissible
investments as
set forth in the Fund's Registration Statement, management of investments
and any other property of the Portfolio, and providing or obtaining such
services as may be necessary in managing, acquiring or disposing of
investments, consulting as appropriate with the Adviser;
(e) regularly report to the Adviser and the Board with respect to the
implementation of any approved overall investment plan and any other
activities in connection with management of the assets of the Portfolio;
(f) communicate as appropriate to the Adviser the purchases and
sales within the Portfolio;
(g) arrange with the applicable broker or dealer at the time of the
purchase or sale of investments or other assets of the Portfolio for the
appropriate delivery of the investment or other asset;
(h) report monthly in writing to the Adviser and report at least
annually in person to the Board with respect to the implementation of the
approved investment plan and any other activities in connection with
management of the assets of the Portfolio;
(i) maintain all required records, memoranda, instructions or
authorizations relating to the acquisition or disposition of investments
or other
assets of the Portfolio;
(j) arrange with the Investment Operations Department of the
Adviser an administrative process which permits the Adviser to
appropriately
reflect in its daily determination of unit values, the expenses that
will be borne
directly by the Portfolio and which are incurred as a result of providing
investment management services to the Portfolio;
(k) vote all shares held by the Portfolio.
In connection with the rendering of the services required to be
provided by the Sub-
adviser under this Agreement, the Sub-adviser may, to the extent it deems
appropriate and
subject to compliance with the requirements of applicable laws and
regulations, and upon
receipt of written approval of the Fund, make use of its affiliated
companies and their
employees; provided that the Sub-adviser shall supervise and remain fully
responsible for all
such services in accordance with and to the extent provided by this Agreement.
It is understood that any information or recommendation supplied by the
Sub-adviser
in connection with the performance of its obligations hereunder is to be
regarded as
confidential and for use only by the Adviser in connection with the Portfolio.
The Adviser will continue to provide all of the services described in
the GWL
Agreement other than the services described above which have been delegated
to the Sub-
adviser in this Agreement.
If, in the judgment of the Sub-adviser, the Portfolio would be
benefitted by
supplemental investment research from other persons or entities, outside the
context of
brokerage transactions referred to in Article IV hereof, the Sub-adviser is
authorized after
consultation with the Adviser to obtain, and pay at its own expense, for such
information.
B. Limitations on Advisory Services. The Sub-adviser shall perform t
he services
under this Agreement subject to the review of the Adviser and the Board and
in a manner
consistent with the investment objectives, policies, and restrictions of the
Fund as stated in
its Registration Statement, as amended from time to time, filed with the
Securities and
Exchange Commission, its Articles of Incorporation and Bylaws, as amended
from time to
time, and the provisions of the Investment Company Act of 1940, as amended.
The Fund has furnished or will furnish the Sub-adviser with copies of
the Fund's
Registration Statement, Prospectus, Articles of Incorporation, and Bylaws as
currently in
effect and agrees during the continuance of this Agreement to furnish the
Sub-adviser with
copies of any amendments or supplements thereto before or at the time the
amendments
or supplements become effective. The Sub-adviser will be entitled to rely on
all documents
furnished by the Fund.
ARTICLE III
Compensation of the Sub-adviser
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
.50% first $25 million
.45% next $50 million
.40% next $25 million
.35% over $100 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, calculated as set forth in the
then current <PAGE>
Registration Statement of the Fund. If this Agreement is
terminated, the payment shall be
prorated to the effective date of termination.
B. Allocation of Expenses. The Sub-adviser shall be responsible for
all expenses
incurred in performing the services set forth in Article II hereof. These
expenses include
only the costs incurred in providing sub-advisory services pursuant to this
Agreement (such
as compensating and furnishing office space for officers and employees of the
Sub-adviser
connected with investment and economic research, trading, and investment
management of
the Portfolio).
As described in the GWL Agreement, the Fund and/or the Adviser pays all
other
expenses incurred in the operation of the Portfolio and all of its general a
dministrative
expenses.
ARTICLE IV
Portfolio Transactions and Brokerage
The Sub-adviser agrees to determine the securities to be purchased or
sold by the
Portfolio, subject to the provisions of Article II regarding co-ordination
with and supervision
by the Adviser and the Fund's Board of Directors, and to place orders
pursuant to its
determinations, either directly with the issuer, with any broker dealer or
underwriter that
specializes in the securities for which the order is made, or with any other
broker or dealer
selected by the Sub-adviser, subject to the following limitations.
The Sub-adviser is authorized to select the brokers or dealers that will
execute the
purchases and sales of portfolio securities for the Portfolio and will use
its best efforts to
obtain the most favorable net results and execution of the Portfolio' orders,
taking into
account all appropriate factors, including price, dealer spread or commission
, if any, size of
the transaction, and difficulty of the transaction.
The Sub-adviser is specifically authorized to allocate brokerage and
principal business
to firms that provide such services or facilities and to cause the Fund to
pay a member of
a securities exchange or any other securities broker or dealer an amount of c
ommission for
effecting a securities transaction in excess of the amount of commission
another member of
an exchange, broker or dealer would have charged for effecting that
transaction, if the Sub-
adviser determines in good faith that such amount of commission is
reasonable in relation
to the value of the brokerage and research services (as such services are
defined in Section
28(e) of the Securities Exchange Act of 1934) provided by such member, broker
or dealer,
viewed in terms of either that particular transaction or the Sub-adviser's
over-all
responsibilities with respect to the accounts as to which it exercises
investment discretion (as
that term is defined in Section 3(a)(35) of the Securities Exchange Act of
1934). The Sub-
adviser shall regularly report to the Adviser and the Board with respect to
the brokerage
commissions incurred by the Portfolio for the purchases and sales of its
portfolio securities.
The Adviser and the Board will review the amount of such brokerage
commissions and
consult with the Sub-adviser in that regard.
Subject to the above requirements and compliance with the provisions of the
Investment Company Act of 1940, the Securities and Exchange Act of 1934,
other applicable
provisions of law, and the terms of any exemption(s) therefrom, nothing
shall prohibit the
Sub-adviser from selecting brokers or dealers with which it or the Fund are
affiliated.
ARTICLE V
Activities of the Sub-adviser
The services of the Sub-adviser to the Fund under this Agreement are
not to be
deemed exclusive and the Sub-adviser will be free to render similar services
to others so long
as the Sub-adviser fulfills its rights and obligations under this Agreement.
It is understood
that directors, officers, employees and shareholders of the Fund are or may
become
interested in the Sub-adviser, as directors, officers, employees or
shareholders or otherwise,
and that directors, officers, employees or shareholders of the Sub-adviser
are or may become
similarly interested in the Fund, and that the Sub-adviser is or may become
interested in the
Fund as shareholder or otherwise.
It is agreed that the Sub-adviser may use any supplemental investment
research
obtained for the benefit of the Portfolio in providing investment advice to
its other
investment advisory accounts. The Sub-adviser or its affiliates may use such
information in
managing their own accounts. Conversely, such supplemental information
obtained by the
Sub-adviser for the benefit of the Sub-adviser or other entities advised by
the Sub-adviser
will be considered by and may be useful to the Sub-adviser in carrying out
its obligations to
the Fund.
Securities held by the Portfolio may also be held by separate accounts
or other
mutual funds for which the Sub-adviser or its affiliates act as an adviser or
by the Sub-
adviser or its affiliates. Because of different investment objectives or
other factors, a
particular security may be bought by the Sub-adviser or its affiliates or for
one or more
clients when one or more clients are selling the same security. If purchases
or sales of
securities for the Portfolio or other entities for which the Sub-adviser or
its affiliates act as
investment adviser or for their advisory clients arise for consideration at
or about the same
time, the Fund agrees that the Sub-advisor may make transactions in such
securities, insofar
as feasible, for the respective entities and clients in a manner deemed
equitable to all. To
the extent that transactions on behalf of more than one client of the
Sub-adviser during the
same period may increase the demand for securities being purchased or the
supply of
securities being sold, the Fund recognizes that there may be an adverse
effect on price.
It is agreed that, on occasions when the Sub-adviser deems the purchase
or sale of
a security to be in the best interests of the Portfolio as well as other
accounts or companies,
it may, to the extent permitted by applicable laws and regulations, but will
not be obligated
to, aggregate the securities to be so sold or purchased for other accounts or
companies in
order to obtain favorable execution and low brokerage commissions. In that
event,
allocation of the securities purchased or sold, as well as the expenses
incurred in the
transaction, will be made by the Sub-adviser in the manner it considers to be
most equitable
and consistent with its fiduciary obligations to the Portfolio and to such
other accounts or
companies.
ARTICLE VI
Effectiveness of the Agreement
The Agreement shall not become effective (and the Sub-adviser shall not
serve or act
as investment adviser) unless and until it is approved by the Board of
Directors of the Fund
including a majority of directors who are not parties to this Agreement or
interested persons
of any such party to this Agreement; and this Agreement shall come into full
force and
effect on the date it is so approved.
ARTICLE VII
Term of the Agreement; Amendment
The Agreement shall remain in effect until two years from the date first
above-written and
shall continue so long as such continuance is annually approved thereafter
(a) by the vote
of a majority of the Board of Directors of the Fund, or by vote of a majority
of the
outstanding shares of the Portfolio, and (b) by the vote of a majority of the
members of the
Board, who are not parties to this Agreement or interested persons of any
such party, cast
in person at a meeting called for the purpose of voting on such approval.
In connection with
such approvals, the Board shall request and evaluate, and the Sub-adviser
shall furnish, such
information as may be reasonably necessary to evaluate the terms of this
Agreement. This
Agreement:
(a) shall not be terminated by the Sub-adviser without sixty days prior
written notice;
(b) shall be subject to termination, without the payment of any
penalty, by
the Board or by vote of a majority of the outstanding voting
securities
of the Portfolio, on sixty days written notice to the Sub-adviser;
(c) may be amended only by a written instrument signed by the Fund, the
Adviser and the Sub-adviser; provided that no material amendment of
this Agreement shall be effective without specific approval of such
amendment by (i) the Board, including a majority of those directors
who are not parties to this Agreement or interested persons of such a
party, cast in person at a meeting called for the purpose of voting on
such approval, and (ii) a majority of the outstanding shares of the
Portfolio; and
(d) shall automatically terminate upon assignment by either party.
ARTICLE VIII
Recordkeeping
The Sub-adviser agrees that all accounts and records which it maintains
for the
Portfolio shall be the property of the Fund and that it will surrender
promptly to the
designated officers of the Fund any or all such accounts and records upon
request. The Sub-
adviser further agrees to preserve for the period prescribed by the rules and
regulations of
the Securities and Exchange Commission all such records as are required to be
maintained
pursuant to said rules. The Sub-adviser also agrees that it will maintain
all records and
accounts regarding the investment activities of the Fund in a confidential
manner. All such
accounts or records shall be made available, within five (5) business days of
the request, to
the Fund's accountants or auditors during regular business hours at the
Sub-adviser's offices
upon reasonable prior written notice; provided, however, that the Sub-adviser
shall be
permitted to keep such records or copies thereof for such periods of time as
are necessary
to comply with the rules and regulations of the Securities and Exchange
Commission or
other applicable provisions of state or federal law. In addition, the
Sub-adviser will provide
any materials, reasonably related to the investment sub-advisory services
provided hereunder,
as may be reasonably requested in writing by the directors or officers of
the Fund or as may
be required by any governmental agency or self-regulatory organization having
jurisdiction.
ARTICLE IX
Liability of the Sub-adviser
In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard
of obligations or duties on the part of the Sub-adviser or its officers,
directors, employees,
controlling persons, shareholders, and any other person or entity affiliated
with the Sub-
adviser, neither the Sub-adviser nor any of its officers, directors,
employees, controlling
persons, shareholders or any other person or entity affiliated with the
Sub-adviser shall be
subject to liability to the Fund or to any shareholder or the Adviser for any
act or omission
in the course of, or connected with, rendering services pursuant to this
Agreement, including
without limitation any error of judgment or mistake of law or for any loss
suffered by the
Fund or any shareholder in connection with the matters to which this
Agreement relates.
The federal securities laws impose liabilities under certain circumstances
on persons who act
in good faith and, therefore, nothing herein shall in any way constitute a
waiver or limitation
of any rights which the Fund or any shareholder of the Fund may have under
any federal
securities laws. The Sub-adviser shall not be liable for the acts and
omissions of any
independent contractor used by it nor for those of any bank, trust company,
broker or other
person with whom or into whose hands any monies, shares of the Fund, or
securities and
investments may be deposited or come, pursuant to the provisions of this
Agreement.
ARTICLE X
Indemnification
Subject to Article IX, the Sub-adviser agrees and undertakes to hold the
Adviser
harmless and to indemnify and protect the Adviser from and against any and
all lawsuits or
other claims brought against the Adviser as a result of the activities of the
Sub-adviser under
this Agreement, including the activities of the Sub-adviser's officers and
directors, agents,
employees, controlling persons, shareholders, and any other person or entity a
ffiliated with
the Sub-adviser or retained by it to perform or assist in the performance of
its obligations
under this Agreement; provided, however, that in no event is Sub-adviser's
indemnity in
favor of Adviser deemed to protect Adviser against any liability to which the
Adviser would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations or duties
under this Agreement or the GWL Agreement.
The Adviser agrees and undertakes to hold the Sub-adviser harmless and
to indemnify
and protect the Sub-adviser from and against any and all lawsuits or other
claims brought
against the Sub-adviser as a result of the activities of the Adviser under
this Agreement and
the GWL Agreement, including the activities of the Adviser's officers,
directors, agents,
employees, controlling persons, shareholders, and any other person or entity
affiliated with
the Adviser or retained by it to perform or assist in the performance of its
obligations under
this Agreement or the GWL Agreement; provided, however, that in no event is
Adviser's
indemnity in favor of Sub-adviser deemed to protect Sub-adviser against any
liability to
which the Sub-adviser would otherwise be subject by reason of willful
misfeasance, bad faith,
or gross negligence in the performance of its duties or by reason of its
reckless disregard of
its obligations or duties under this Agreement.
ARTICLE XI
Agreements, Representations and Indemnification
Related to Disclosure Documents
A. The Sub-adviser will cooperate with the Fund and the Adviser in
connection
with the registration or qualification of units of the Portfolio for offer
and sale under the
securities or Blue Sky laws of such jurisdictions as the Fund may request and
will cooperate
with the preparation of the Disclosure Documents (as defined in Article XI.C.
below). The
Fund and the Adviser will provide the Sub-adviser with copies of all
Disclosure Documents
prior to distribution to investors or submission to governmental bodies or
self-regulatory
organizations and will incorporate its reasonable comments relating to the
description of, or
services to be provided by, the Sub-adviser or its affiliates, or relating to
the description of
the investment objectives and policies of the Portfolio.
B. The Fund and the Adviser, jointly and severally, represent and
warrant to the
Sub-adviser that the Disclosure Documents will fully comply with the
provisions of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the
Investment Company Act of 1940, as amended, and other applicable laws, and the
Disclosure Documents at all such times will not contain an untrue statement
of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the
statements therein not misleading, except that this representation and
warranty does not
apply to statements or omissions in the Disclosure Documents made in reliance
upon
information furnished to the Fund or the Adviser in writing by the
Sub-adviser which the
Fund had informed the Sub-adviser was to be used, or which the Sub-adviser had
acknowledged was to be used, in the particular Disclosure Document. The Fund
and the
Adviser will notify the Sub-adviser promptly of the happening of any event
which in the
judgment of the Fund or the Adviser makes any statement made in the Disclosure
Documents untrue in any material respect or requires the making of any
changes in the
Disclosure Documents in order to make the statements therein, in the light of
circumstances
under which they were made, not misleading in any material respect, except
that the Fund
and the Adviser need not make such notification with respect to information
in the
Disclosure Documents based upon information furnished in writing to the Fund
or the
Adviser by the Sub-adviser which the Fund had informed the Sub-adviser was to
be used,
or which the Sub-adviser had acknowledged was to be used, in the particular
Disclosure
Document.
The Sub-adviser represents and warrants to the Fund and the Adviser that
the
information furnished in writing by it which the Fund has informed it is to
be used, or which
the Sub-adviser has acknowledged is to be used, in a particular Disclosure
Document, will
not contain an untrue statement of a material fact or omit to state a
material fact required
to be stated therein or necessary to make the statements therein not
misleading as required
by the provisions of the Securities Act of 1933, as amended, the Securities
Exchange Act of
1934, as amended, the Investment Company Act of 1940, as amended, and other
applicable
laws. The Sub-adviser will notify the Fund and the Adviser promptly of the
happening of
any event which in the judgment of the Sub-adviser makes any statement made
in the
Disclosure Documents untrue in any material respect or requires the making of
any changes
in the Disclosure Documents in order to make the statements therein, in the
light of
circumstances under which they were made, not misleading in any material
respect, except
that the Sub-adviser need only make such notification with respect to
information in the
Disclosure Documents based upon information furnished in writing to the Fund
or the
Adviser by the Sub-adviser which the Fund had informed the Sub-adviser was to
be used,
or which the Sub-adviser had acknowledged was to be used, in the particular
Disclosure
Statement.
C. Notwithstanding Article X to the contrary, the Fund and the Adviser,
jointly and
severally, agree to hold harmless the Sub-adviser, its directors and officers
(each such person
a "Sub-adviser Indemnified Party"), and each person, if any, who controls the
Sub-adviser
within the meaning of either Section 15 of the Securities Act of 1933, as
amended, or
Section 20 of the Securities Exchange Act of 1934, as amended, from and a
gainst any and
all losses, claims, damages, liabilities and expenses (including reasonable
costs of
investigation) arising out of or based upon any untrue statement or alleged
untrue statement
of a material fact contained in the Fund's Registration Statement or
Prospectus, or any
amendment or supplement thereto, or in any preliminary prospectus, any other
communication with investors or any other submissions to governmental bodies o
r self-
regulatory agencies filed or distributed on or subsequent to the date first
above-written (such
documents being herein referred to as "Disclosure Documents") or arising out
of or based
upon any omission or alleged omission to state therein a material fact
required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such
losses, claims, damages, liabilities or expenses arise out of or are based
upon any such untrue
statement or omission or allegation thereof based upon information furnished
in writing to
the Fund or the Adviser by the Sub-adviser which the Fund had informed the
Sub-adviser
was to be used, or which the Sub-adviser had acknowledged was to be used, in
the particular
Disclosure Document.
If any action or proceeding (including any governmental investigation)
shall be
brought or asserted against the Sub-adviser Indemnified Party in respect of
which indemnity
may be sought from the Fund and the Adviser, the Sub-adviser Indemnified
Party shall
promptly notify the Fund and the Adviser in writing, and the Fund and the A
dviser shall
assume the defense thereof, including the employment of counsel satisfactory
to the Sub-
adviser and the payment of all expenses. The Sub-adviser Indemnified Party
shall have the
right to employ separate counsel in any such action and to participate in the
defense thereof,
but the fees and expenses of such counsel shall be the expense of the
Sub-adviser
Indemnified Party unless (a) the Fund or the Adviser has agreed to pay such
fees and
expenses or (b) the Fund or the Adviser shall have failed to assume the
defense of such
action or proceeding and to employ counsel satisfactory to the Sub-adviser in
any such action
or proceeding or (c) the named parties to any such action or proceeding
(including any
impleaded parties) include both the Sub-adviser Indemnified Party and the
Fund or the Sub-
adviser Indemnified Party shall have been advised by counsel that there may
be one or more
legal defenses available to any of them which are different from or
additional to those
available to the Fund or the Adviser (in which case, if the Sub-adviser
Indemnified Party
notifies the Fund and the Adviser in writing that it elects to employ
separate counsel at the
expense of the Fund and the Adviser, the Fund and the Adviser shall not have
the right to
assume the defense of such action or proceeding on behalf of the Sub-adviser
Indemnified
Party), it being understood, however, that the Fund and the Adviser shall not
, in connection
with any one such action or proceeding or separate but substantially similar
or related
actions or proceedings in the same jurisdiction arising out of the same
general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate
firm of attorneys at any time for the Sub-adviser Indemnified Party, which
firm shall be
designated in writing by the Sub-adviser. Neither the Fund nor the Adviser
shall be liable
for any settlement of any such action or proceeding effected without their
written consent,
but if settled with their written consent, or if there be a final judgment
for the plaintiff in
any such action or proceeding, the Fund and the Adviser agree to indemnify
and hold
harmless the Sub-adviser Indemnified Party from and against any loss or
liability by reason
of such settlement or judgment. It is understood that neither the Fund nor
the Adviser may
settle on behalf of the Sub-adviser without the consent of the Sub-adviser.
Notwithstanding Article X to the contrary, the Sub-adviser agrees to
indemnify and
hold harmless the Fund and the Adviser, their directors and officers, and
each person, if any,
who controls the Fund or the Adviser within the meaning of either Section 15
of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange
Act of 1934,
as amended, to the same extent as the foregoing indemnity from the Fund and
the Adviser
to the Sub-adviser, but only with respect to information furnished in writing
by it which the
Fund had informed the Sub-adviser was to be used, or which the Sub-adviser had
acknowledged was to be used, in the particular Disclosure Document. In case
any action
or proceeding shall be brought against the Fund or the Adviser, their
directors or officers,
or any such controlling persons, in respect of which indemnity may be sought
against the
Sub-adviser, the Sub-adviser shall have the rights and duties given to the
Fund and the
Adviser, and the Fund or the Adviser, their directors or officers, or such
controlling persons
shall have the rights and duties given to the Sub-adviser, by the preceding
paragraph.
D. The agreements, representations and indemnification contained in
this Article XI
shall remain operative and in full force and effect regardless of (a) any
investigation made
by or on behalf of the Sub-adviser Indemnified Party or by or on behalf of
the Fund or the
Adviser, its directors and officers, or any person controlling the Fund or
the Adviser or (b)
any termination of this Agreement.
ARTICLE XII
Governing Law
This Agreement shall be construed in accordance with the laws of the
State of
Colorado and the applicable provisions of the Investment Company Act of 1940, as
amended, and the rules and regulations of the Securities and Exchange Commission
thereunder, including such exemptions therefrom as the Securities and Exchange
Commission may grant. Words and phrases used herein shall be interpreted in
accordance
with that Act and those rules and regulations. As used with respect to the
Portfolio, the
term "majority of the outstanding shares" means the lesser of (i) 67% of the
shares
represented at a meeting at which more than 50% of the outstanding shares are
represented
or (ii) more than 50% of the outstanding shares. To the extent that the
applicable laws of
the State of Colorado conflict with applicable provisions of the Investment
Company Act of
1940, as amended, or the rules and regulations thereunder, such Act, rules
and regulations
shall control.
ARTICLE XIII
Severability
If any provision of this Agreement shall be held or made invalid by a
court decision,
statute, rule or otherwise, the remainder of the Agreement shall not be
affected thereby.
ARTICLE XIV
Counterparts
This Agreement may be executed in any number of counterparts, and by
separate
parties hereto in separate counterparts, each of which when so executed and
delivered shall
be deemed an original, but all such counterparts together shall constitute
but one and the
same instrument.
ARTICLE XV
Sales Literature
The Adviser will not use the Sub-adviser's name in Fund sales literature
without prior
review and approval by the Sub-adviser, which will not be unreasonably
withheld or delayed.
ARTICLE XVI
Notices
Any notice under this Agreement shall be in writing and shall be deemed
given (a)
upon person delivery, (b) on the first business day after receipted delivery
to a courier
service that guarantees next business day delivery, under circumstances in
which such
guaranty is applicable or (c) on the earlier of delivery or three business
days after mailing
by United States certified mail, postage and fees prepaid, to the
appropriate party at the
address set forth below, or to such other address as the party so notifies
the others in
writing.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officials duly authorized, as of the day and year first
above written.
Witness: THE GREAT-WEST LIFE ASSURANCE COMPANY
/s/ Beverly A. Byrne By: /s/ John T. Hughes
Address: 8515 East Orchard Road
Englewood, CO 80111
Attn: General Counsel
Witness: INVESCO TRUST COMPANY
/s/ Glen A. Payne By: /s/ R.D. Sims
Address: 7800 E. Union Ave., Suite 800
Denver, CO 80237
Attn: General Counsel
Witness: MAXIM SERIES FUND, INC.
/s/ R.B. Lurie By: /s/ J.D. Motz
Address: 8515 East Orchard Road
Englewood, CO 80111
Attn: Secretary
