As filed with the Securities and Exchange Commission on June 14,
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. 46 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 46 (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)
immediately upon filing pursuant to paragraph (b) of Rule
485
on April 30, 1996 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(1) of Rule
485
on pursuant to paragraph (a)(1) of Rule 485
X 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.
MAXIM SERIES FUND, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS-REFERENCE SHEET
PART A
Form N-1A Item Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Not Applicable
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Introduction;
Fund
Portfolios; The
Fund and Its
Shares
5. Management of the Fund Management of
the Fund
6. Capital Stock and Other Securities The Fund and
Its Shares
7. Purchase of Securities Being Offered Introduction;
Purchase and
Redemption of
Shares;
Valuation of
Shares
8. Redemption or Repurchase Purchase and
Redemption of
Shares
9. Pending Legal Proceedings Not Applicable
PART B
Statement of
Additional
Form N-1A Item Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of
Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies The Fund
Portfolios
14. Management of the Registrant Management of
the Fund
15. Control Persons and Principal Holders of Securities
Purchase and Redemption of Shares
16. Investment Advisory and Other Services Management of
Fund
17. Brokerage Allocation Portfolio
Transactions
and Brokerage
18. Capital Stock and Other Securities Not Applicable
19. Purchase, Redemption and Price of Securities Being
OfferedPurchase and Redemption of Shares
20. Tax Status Taxes
21. Underwriters Not Applicable
22. Calculation of Performance Data Calculation of
Yields and
Total Return
23. Financial Statements Not Applicable
PART C
Form N-1A Item Part C Caption
24. Financial Statements and Exhibits Financial
Statements and
Exhibits
25. Persons Controlled by or Under Common Control Persons
Controlled
by or
Under
Common
Control
26. Number of Holders of Securities Number of
Holders of
Securities
27. Indemnification Indemnification
28. Business and Other Connections of Investment Adviser
Business and Other Connections of Investment Adviser
29. Principal Underwriters Principal
Underwriters
30. Location of Accounts and Records Location of
Accounts and
Records
31. Management Services Management
Services
32. Undertakings Undertakings
33. Signatures Signatures
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
MAXIM SERIES FUND, INC.
8515 E. Orchard Rd., Englewood, Colorado 80111
Phone No. (303) 689-3000
Maxim Series Fund, Inc. (the "Fund"), an open-end management
investment company, includes the following diversified investment
portfolio: the Maxim INVESCO Balanced Portfolio.
The Maxim INVESCO Balanced Portfolio (the "Portfolio") seeks
to achieve a high total return on investment through capital
appreciation and current income. The Portfolio invests in a
combination of common stocks (normally 50% to 70% of total assets)
and fixed-income securities (normally 25% or more).
This Prospectus sets forth concisely the information about
the Fund and the Portfolio that prospective investors ought to
know before investing. Additional information about the Fund has
been filed with the Securities and Exchange Commission and is
available upon request, without charge by calling or writing the
Fund. The "Statement of Additional Information" bears the same
date as this Prospectus and is incorporated by reference into this
Prospectus in its entirety.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.
THE GREAT-WEST LIFE ASSURANCE COMPANY
Investment Adviser
The date of this Prospectus is August , 1996.
INTRODUCTION
Maxim Series Fund, Inc. (the "Fund") is an open-end
management investment company (a mutual fund) that sells its
shares to the Maxim Series Account, Retirement Plan Series
Account, FutureFunds Series Account, FutureFunds II Series Account
and Pinnacle Series Account of Great-West Life & Annuity Insurance
Company ("GWL&A") and TNE Series(k) Account (collectively, the
"Series Accounts") of The New England Mutual Life Insurance
Company ("TNE"). The shares in the Series Accounts are currently
used to fund benefits under certain individual and group variable
annuity contracts and variable life insurance policies (the
"Variable Contracts") issued by GWL&A and TNE. For information
concerning your rights under a variable contract, see the
applicable Series Account prospectus. Shares of the Fund are, and
may in the future be, used to fund benefits under other contracts
issued by GWL&A, its affiliates, TNE or other insurance companies.
The Great-West Life Assurance Company ("Great-West") is the
Investment Adviser for the Fund.
THE FUND PORTFOLIOS
Each portfolio of the Fund has its own investment objective
and investment strategy. The Maxim INVESCO Balanced Portfolio is
the only Portfolio offered in this prospectus and is described
below. The investment objective may not be changed without a vote
of a majority of the shares of the Portfolio. A more detailed
description of the Portfolio's investment policies is contained in
the Statement of Additional Information.
Maxim INVESCO Balanced Portfolio
The Maxim INVESCO Balanced Portfolio (the "Portfolio") seeks
to achieve a high total return on investment through capital
appreciation and current income. The Portfolio pursues this
objective by normally investing 50% to 70% of its total assets in
common stocks, and the remainder in fixed-income securities,
including cash reserves. At least 25% of the Portfolio's assets
normally will be invested in fixed income securities issued by the
U.S. Government, its agencies and instrumentalities, or in
investment grade corporate bonds. The capital appreciation
component of total return includes both realized and unrealized
appreciation. There is no guarantee that the Portfolio will meet
its objective.
For the equity holdings, companies with better-than-average
earnings growth potential are sought, as well as companies within
industries identified as well-positioned for the current and
expected economic climate. Because current income is a component
of total return, dividend payout records are also considered.
Most of these holdings are traded on national stock exchanges or
in the over-the-counter markets; however, securities traded on
regional or foreign exchanges may also be included in the
Portfolio. In addition to common stocks, the Portfolio also may
hold preferred stocks and securities convertible into common
stock.
For the fixed income portion of the Portfolio's holdings,
obligations of the U.S. Government, its agencies and
instrumentalities, or investment grade corporate bonds are
selected. These securities tend to offer lower income than bonds
of lower quality, but are more shielded from credit risk.
Obligations issued by U.S. Government agencies or
instrumentalities may include some supported only by the credit of
the issuer rather than backed by the full faith and credit of the
U.S. Government. The Portfolio may hold securities of any
maturity (from less than one year up to 30 years), with the
average maturity varying upon economic and market conditions. The
Portfolio also may hold cash and cash equivalent securities as
cash reserves.
The amount invested in stocks, bonds and cash equivalent
securities may be varied from time to time depending upon the
assessment of business, economic and market conditions. When it
is believed conditions are adverse, the Portfolio may assume a
defensive position by temporarily investing up to 100% of its
assets in U.S. Government and agency securities, investment grade
corporate bonds, or cash equivalent securities, such as domestic
certificates of deposit and bankers acceptances, commercial paper
and repurchase agreements, in an attempt to protect principal
value until conditions stabilize.
Up to 25% of the Portfolios total assets, measured at the time of
purchase, may be invested directly in foreign equity or corporate
debt securities. Securities of Canadian issuers and American
Depository Receipts ("ADRs") are not subject to this 25%
limitation. ADRs are receipts representing shares of a foreign
corporation held by a U.S. bank that entitle the holder to all
dividends and capital gains. ADRs are denominated in U.S. dollars
and trade in the U.S. securities markets. Please see "Foreign
Investment Risks" in this prospectus for more information
concerning these securities and their risks.
The Portfolios investments in fixed income securities may
include investments in zero coupon bonds issued by the U.S.
Government, its agencies or instrumentalities, step-up bonds,
mortgage-backed securities and asset-backed securities. Please
see "Debt Securities" in this prospectus and the Statement of
Additional Information for more information about these
securities.
In order to hedge its holdings, the Portfolio may purchase
and write options on securities and may invest in futures
contracts for the purchase or sale of foreign currencies, fixed
income securities and instruments based on financial indices
(collectively, "futures contracts"), options on futures contracts
and forward contracts. These practices and their risks are
discussed in the Statement of Additional Information. Please also
see "Foreign Currency Exchange Transactions" in this prospectus.
Illiquid Securities
The Portfolio may invest up to 15% of its total assets in
"illiquid securities" (taken as of the time of acquisition of an
illiquid security). Illiquid securities are securities that may
not be sold in the ordinary course of business within seven days
at approximately the price used in determining the net asset value
of the Portfolio. This restriction applies to securities for
which a ready market does not exist, such as restricted
securities, but does not necessarily encompass all restricted
securities. Institutional markets for restricted securities have
developed as a result of the promulgation of Rule 144A under the
Securities Act of 1933 (the "1933 Act") which provides a "safe
harbor" from 1933 Act registration requirements for qualifying
sales to institutional investors. When Rule 144A securities
present an attractive investment opportunity and otherwise meet
selection criteria, the Portfolio may make such investments.
Whether or not such securities are "illiquid" depends on the
market that exists for the particular security.
The staff of the Securities and Exchange Commission has taken
the position that the liquidity of Rule 144A securities is a
question of fact for the board of directors to determine, such
determination to be based on a consideration of the readily
available trading markets and the review of any contractual
restrictions. The staff also acknowledges that while the board
retains ultimate responsibility, it may delegate this function to
an investment adviser. The Board of Directors of the Fund has
delegated this responsibility to the Investment Adviser.
It is not possible to predict with assurance exactly how the
market for Rule 144A securities or any other security will
develop. A security which when purchased enjoyed a fair degree of
marketability may subsequently become illiquid and, accordingly, a
security which was deemed to be liquid at the time of acquisition
may subsequently become illiquid. In such event, appropriate
remedies will be considered to minimize the effect on the
Portfolio's liquidity.
Debt Securities
For the debt securities purchased for the Portfolio, an
assessment of an issuer's ability to meet its interest rate
obligations and repay its debt when due is undertaken. This is an
assessment of "credit risk." Debt obligations are rated based on
their estimated credit risk by independent services such as
Standard & Poor's Rating Group ("S&P") or Moody's Investors
Services, Inc. ("Moody's"). "Market risk" for debt securities
principally refers to sensitivity to changes in interest rate: for
instance, when interest rates go up, the market value of a bond
issued previously generally declines; on the other hand, when
interest rates go down, bonds generally see their prices increase.
The lower a bond's quality, the more it is subject to credit
risk and market risk and the more speculative it becomes; this is
also true of most unrated debt securities. Investment grade
securities are those rated AAA, AA, A or BBB by S&P or Aaa, Aa, A
or Baa by Moody's or, if unrated, are judged to be of comparable
quality to securities so rated. These bonds enjoy strong to
adequate capacity to pay principal and interest. Securities rated
BBB or Baa are considered to be of medium grade and may have
speculative characteristics.
Zero coupon bonds are issued by the U.S. government, its
agencies or instrumentalities. Zero coupon bonds ("zeros") make
no periodic interest payments. Instead, they are sold at a
discount from their face value. The buyer of the zero receives
the rate of return by the gradual appreciation in the price of the
security, which is redeemed at face value at maturity. Step up
bonds initially make no (or low) cash interest payments, but begin
paying interest (or a higher rate of interest) at a fixed time
after issuance of the bond. Being extremely responsive to changes
in interest rates, the market prices of both zeros and step-up
bonds may be more volatile than other bonds. Distribution of
income recognized on these bonds may be required, even though no
cash interest payments may be received, which could reduce the
amount of cash available for investment.
Mortgage-backed securities represent interests in pools of
mortgages. Asset-backed securities generally represent interests
in pools of consumer loans. Both usually are structured as pass-
through securities. Interest and principal payments ultimately
depend on payment of the underlying loans, although the securities
may be supported, at least in part, by letters of credit or other
credit enhancements, or in the case of mortgage-backed securities,
guarantees by the U.S. government, its agencies or
instrumentalities. The underlying loans are subject to
prepayments that may shorten the weighted average lives of these
securities and may lower their returns.
Foreign Investment Risks
Investments in foreign securities present risks not typically
associated with investments in comparable securities of U.S.
issuers. Since foreign securities involve foreign currencies, the
value of the assets of the Portfolio and its net investment income
available for distribution may be affected favorably or
unfavorably by changes in currency exchange rates and exchange
control regulations. Investment will not be made in securities
denominated in a foreign currency that is not fully exchangeable
into U.S. dollars without legal restriction at the time of
investment.
There may be less information publicly available about a
foreign corporate or government issuer than about a U.S. issuer,
and foreign corporate issuers are not generally subject to
accounting, auditing and financial reporting standards and
practices comparable to those in the United States. The
securities of some foreign issuers are less liquid and at times
more volatile than securities of comparable U.S. issuers. Foreign
brokerage commissions and securities custody costs are often
higher than those in the United States, and judgements against
foreign entities may be more difficult to obtain and enforce.
With respect to certain foreign countries, there is a possibility
of governmental expropriation of assets, confiscatory taxation,
political or financial instability and diplomatic developments
that could affect the value of investments in those countries.
The receipt of interest on foreign government securities may
depend on the availability of tax or other revenues to satisfy the
issuer's obligations.
The Portfolio's investments in foreign securities may include
investments in countries whose economies or securities markets are
not yet highly developed. Special considerations associated with
these investments (in addition to the considerations regarding
foreign investments generally) may include, among others, greater
political uncertainties, an economy's dependence on revenues from
particular commodities or on international aid or development
assistance, currency transfer restrictions, highly limited numbers
of potential buyers for such securities and delays and disruptions
in securities settlement procedures.
In determining whether to invest in securities of foreign
issuers, the likely impact of foreign taxes on the net yield
available may be considered. Income received from sources within
foreign countries and the U.S. may reduce or eliminate such taxes.
It is impossible to determine the effective rate of foreign tax
in advance since the amount of assets to be invested in various
countries is not known, and tax laws and their interpretations may
change from time to time and may change without advance notice.
While attempts will be made to minimize such taxes by timing of
transactions and other strategies, there is no assurance that such
efforts will be successful. Any such taxes paid will reduce net
income available for distribution.
Most foreign securities in the Portfolio (other than ADRs)
will be denominated in foreign currencies or traded in securities
markets in which settlements are made in foreign currencies.
Similarly, any income on such securities is generally paid to the
Portfolio in foreign currencies. The value of foreign currencies
relative to the U.S. dollar varies continually, causing changes in
the dollar value of the Portfolio's investments (even if the price
of the investments is unchanged) and changes in the dollar value
of the Portfolio's income available for distribution to its
shareholders. The effect of changes in the dollar value of a
foreign currency on the dollar value of the Portfolio's assets and
on the net investment income available for distribution may be
favorable or unfavorable.
The Portfolio may incur costs in connection with conversions
between various currencies. In addition, the Portfolio may be
required to liquidate portfolio assets, or may incur increased
currency conversion costs, to compensate for a decline in the
dollar value of a foreign currency occurring between the time when
the Portfolio declares and pays a dividend, or between the time
when the Portfolio accrues and pays an operating expense in U.S.
dollars.
ADRs are receipts, typically issued by a U.S. bank or trust
company, evidencing ownership of the underlying foreign
securities. ADRs are denominated in U.S. dollars and trade in the
U.S. securities markets. ADRs may be issued in sponsored or
unsponsored programs. In sponsored programs, the issuer makes
arrangements to have its securities traded in the form of ADRs; in
unsponsored programs, the issuer may not be directly involved in
the creation of the program. Although the regulatory requirements
with respect to sponsored and unsponsored programs are generally
similar, the issuers of unsponsored ADRs are not obligated to
disclose material information in the United States and, therefore,
such information may not be reflected in the market value of the
ADRs. ADRs are subject to certain of the same risks as direct
investments in foreign securities, including the risk that changes
in the value of the currency in which the security underlying an
ADR is denominated relative to the U.S. dollar may adversely
affect the value of the ADR.
Foreign Currency Exchange Transactions
The Portfolio may engage in foreign currency exchange
transactions in an attempt to protect against uncertainty in the
level of future exchange rates. The Portfolio may also engage in
foreign currency exchange transactions in connection with the
purchase and sale of securities ("transaction hedging") and to
protect against changes in the value of specific positions
("position hedging").
The Portfolio may engage in transaction hedging to protect
against a change in foreign currency exchange rates between the
date on which the Portfolio contracts to purchase or sell a
security and the settlement date, or to "lock in" the U.S. dollar
equivalent of a dividend or interest payment in a foreign
currency. The Portfolio may purchase or sell a foreign currency
on a spot (or cash) basis at the prevailing spot rate in
connection with the settlement of transactions in securities
denominated in that foreign currency.
If conditions warrant, the Portfolio may also enter into
contracts to purchase or sell foreign currencies at a future date
("forward contracts") and purchase and sell foreign currency
futures contracts as a hedge against changes in foreign currency
exchange rates between the trade and settlement dates on
particular transactions and not for speculation. A foreign
currency forward contract is a negotiated agreement to exchange
currency at a future time at a rate or rates that may be higher or
lower than the spot rate. Foreign currency futures contracts are
standardized exchange-traded contracts and have margin
requirements.
For transaction hedging purposes the Portfolio may also
purchase or sell exchange-listed and over-the-counter call and put
options on foreign currency futures contracts and on foreign
currencies.
The Portfolio may engage in position hedging to protect
against a decline in value relative to the U.S. dollar of the
currencies in which its portfolio securities are denominated or
quoted (or an increase in the value of the currency in which the
securities the Portfolio intends to buy are denominated). For
position hedging purposes, the Portfolio may purchase or sell
foreign currency futures contracts, foreign currency forward
contracts and options on foreign currency futures contracts and on
foreign currencies traded on exchanges or over-the-counter
markets. In connection with position hedging, the Portfolio may
also purchase or sell foreign currency on a spot basis.
The Portfolio's currency hedging transactions may call for
the delivery of one foreign currency in exchange for another
foreign currency and may at times not involve currencies in which
its portfolio securities are then denominated. The Portfolio
could hedge a foreign currency with forward contracts on another
("proxy") currency of which changes in value generally correlate
with the currency to be hedged. Such "cross hedging" activities
may be engaged in when it is believed that such transactions
provide significant hedging opportunities. Cross hedging
transactions involve the risk of imperfect correlation between
changes in the values of the currencies to which such transactions
relate and changes in the value of the currency or other asset or
liability which is the subject of the hedge.
Hedging transactions involve costs and may result in losses.
The Portfolio will engage in over-the-counter transactions only
when appropriate exchange-traded transactions are unavailable and
when it is believed the pricing mechanism and liquidity are
satisfactory and the participants are responsible parties likely
to meet their contractual obligations. There is no assurance that
appropriate foreign currency exchange transactions will be
available with respect to all currencies in which investments may
be denominated. Hedging transactions may also be limited by tax
considerations. Hedging transactions may affect the character or
amount of distributions.
MANAGEMENT OF THE FUND
Overall responsibility for management and supervision of the
Fund rests with the Fund's directors. There are currently five
directors, three of whom are not "interested persons" of the Fund
within the meaning of that term under the Investment Company Act
of 1940. The Board meets regularly four times each year and at
other times as necessary. By virtue of the functions performed by
Great-West as Investment Adviser, the Fund requires no employees
other than its executive officers, none of whom devotes full time
to the affairs of the Fund. These officers are employees of
Great-West and receive compensation from it. The Statement of
Additional Information contains the names of, and general
background information regarding, each Director and executive
officer of the Fund.
Investment Adviser
Great-West, located at 8515 E. Orchard Rd., Englewood,
Colorado 80111, serves as the Fund's "Investment Adviser." Through
Power Corporation of Canada, a holding and management company, the
Investment Adviser is controlled by a Canadian investor, Paul
Desmarais, and his associates. The Investment Adviser presently
acts as the investment adviser for Great-West Variable Annuity
Account A, a separate account of GWL&A registered as a management
investment company, and certain non-registered, qualified
corporate pension plan separate accounts of GWL&A. Great-West is
a registered investment adviser with the Securities and Exchange
Commission.
Subject to the supervision and direction of the Fund's Board
of Directors, the Investment Adviser manages the Portfolio in
accordance with its stated investment objective and policies,
makes investment decisions for the Portfolio and places orders to
buy and sell securities on behalf of the Fund. The Investment
Adviser provides investment advisory services and pays all the
expenses of the Portfolio, except extraordinary expenses. As
compensation for its services to the Portfolio, the Investment
Adviser receives monthly compensation at the annual rate of 1.00%
of the average daily net assets of the Portfolio.
Sub-Adviser
INVESCO Trust Company ("ITC") serves as the sub-advisor to
the Portfolio. As such, ITC is responsible for the daily
management of the investment and reinvestment of assets of the
Portfolio, subject generally to review and supervision of the
Investment Adviser and the Board of Directors. ITC bears all
expenses in connection with the performance of its services, such
as compensating and furnishing office space for its officers and
employees connected with investment and economic research, trading
and investment management of the Portfolio.
ITC is a Colorado trust company and an indirect wholly-owned
subsidiary of INVESCO PLC. ITC is registered as an investment
advisor with the Securities and Exchange Commission. Its
principal business address is 7800 E. Union Avenue, Denver,
Colorado 80237.
Brian Kelly and Donovan J. (Jerry) Paul are co-portfolio
managers for the Maxim INVESCO Balanced Portfolio. Mr. Kelly is
primarily responsible for the day-to-day management of the
Portfolio's equity holdings. He is also the co-portfolio manager
for the INVESCO Balanced Fund, since 1993; portfolio manager of
the INVESCO Strategic Utilities Portfolio and INVESCO VIF-
Utilities Portfolio; Vice President (1994 to present) and
portfolio manager (1993 to present) of ITC. Formerly (1986 to
1993), Mr. Kelly was Senior Equity Investment Analyst with Sears
Investment Management Company. Mr. Paul focuses on the fixed
income investments for the Portfolio. Since 1994, he has also
served as co-portfolio manager for the INVESCO Balanced Portfolio;
portfolio manager of INVESCO Select Income Fund, INVESCO High
Yield Fund, and INVESCO VIF-High Yield Portfolio; co-portfolio
manager of INVESCO Industrial Income Fund and INVESCO VIF-
Industrial Income Fund; portfolio manager and senior vice
president of ITC. Formerly, Mr. Paul was Senior Vice President
and Director of Fixed-Income Research (1989 to 1992) and portfolio
manager (1987 to 1992) with Stein, Roe and Farnham Inc., and
President (1993 to 1994) of Quixote Investment Management, Inc.
The Investment Adviser is responsible for compensating ITC,
which receives monthly compensation from the Investment Adviser at
the annual rate of .50% of the average daily net assets of the
Portfolio up to $25 million, .45% on the next $50 million, .40% on
the next $25 million and .35% of such value in excess of $100
million.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends from investment income of the Portfolio shall be
declared and reinvested semi-annually. Distributions of net
realized capital gains, if any, are declared in the fiscal year in
which they have been earned and are reinvested in additional
shares of the Portfolio at net asset value.
The Fund has qualified, and intends to continue to qualify,
as a regulated investment company ("RIC") under Subchapter M of
the Internal Revenue Code ("Code"). Each portfolio of the Fund is
treated as a separate corporation for federal income tax purposes.
The Portfolio intends to distribute all of its net income so as
to avoid any federal income tax liability under the RIC
provisions. All dividends and any distributions of any realized
capital gains will be taxable to the Portfolio's shareholders,
which in this case are GWL&A's and TNE's Series Accounts. The
Portfolio also intends to distribute dividends in amounts
sufficient to avoid the imposition of the Code Section 4982 excise
tax.
For a discussion of the taxation of GWL&A/TNE and the Series
Accounts, see "Federal Tax Considerations" included in the
applicable Series Account prospectus.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Portfolio are sold and redeemed at their net
asset value next determined after initial receipt of a purchase
order or notice of redemption without the imposition of any sales
commission or redemption charge. However, certain deferred sales
and other charges may apply to the variable contracts issued
through the Series Accounts. Such charges are described in the
applicable Series Account prospectus.
VALUATION OF SHARES
The Portfolio's net asset value per share is determined as of
4:00 p.m., EST/EDT once daily Monday through Friday, except on
holidays on which the New York Stock Exchange is closed.
Net asset value of a portfolio share is computed by dividing
the value of the net assets of the Portfolio by the total number
of portfolio shares outstanding. Portfolio securities that are
traded on the stock exchange are valued at the last sale price as
of the close of business on the day the securities are being
valued, or, lacking any sales, at the mean between closing bid and
asked price. Securities traded in the over-the-counter market are
valued at the mean between the bid and asked prices or yield
equivalent as obtained from one or more dealers that make markets
in the securities. Portfolio securities that are traded both in
the over-the-counter market and on an exchange are valued
according to the broadest and most representative market.
Securities and assets for which market quotations are not readily
available are valued at fair value as determined in good faith by
or under the direction of the Board of Directors, including
valuations furnished by a pricing service that may be retained by
the Fund. Such a determination may take into account, for
example, quotations by dealers or issuers for securities of
similar type, quality, and maturity, or valuations furnished by a
pricing service retained by the Fund.
Money market securities held by the Portfolio with 60 days or
less remaining to maturity are valued on an amortized cost basis,
which involves valuing a portfolio instrument at its cost
initially and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result
in periods during which value, as determined by amortized cost, is
higher or lower than the price the Portfolio would receive if it
sold the security.
THE FUND AND ITS SHARES
The Fund was incorporated under the laws of the State of
Maryland on December 7, 1981 and is registered with the Securities
and Exchange Commission as an open-end, management investment
company. The Fund commenced operations on February 25, 1982.
The Fund offers a separate class of common stock for each
portfolio. All shares will have equal voting rights, except that
only shares of a respective portfolio will be entitled to vote on
matters concerning only that portfolio. Each issued and
outstanding share of the Portfolio is entitled to one vote and to
participate equally in dividends and distributions declared by the
Portfolio and, upon liquidation or dissolution, to participate
equally in the net assets of the Portfolio remaining after
satisfaction of outstanding liabilities. The shares of the
Portfolio, when issued, will be fully paid and non-assessable,
have no preference, preemptive, conversion, exchange or similar
rights, and will be freely transferable. Shares do not have
cumulative voting rights and the holders of more than 50% of the
shares of the Fund voting for the election of directors can elect
all of the directors of the Fund if they choose to do so and, in
such event, holders of the remaining shares would not be able to
elect any directors.
The Series Accounts, as part of GWL&A or of TNE, and
Great-West, which provided the Fund's initial capitalization, and
the affiliates of Great-West, will be holders of the shares and be
entitled to exercise the rights directly as described in the
applicable Series Account prospectus.
The Fund offers its shares to the Series Accounts. For
various reasons, it may become disadvantageous for one or more of
the Series Accounts to continue to invest in Fund shares. In such
an event, one or more Series Accounts may redeem its Fund shares.
For further information, see the Statement of Additional
Information.
PERFORMANCE RELATED INFORMATION
The Fund may advertise certain performance related
information. Performance information about the Portfolio is based
on the Portfolio's past performance only and is no indication of
future performance.
The Fund may include total return in advertisements or other
sales materials regarding the Portfolio. When the Fund advertises
the total return of the Portfolio, it will usually be calculated
for one year, five years, and ten years or some other relevant
period if the Portfolio has not been in existence for at least ten
years. Total return is measured by comparing the value of an
investment in the Portfolio at the beginning of the relevant
period to the value of the investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions).
The Portfolio may also advertise its yield in addition to
total return. This yield will be computed by dividing the net
investment income per share earned during a recent one-month
period by the net asset value of a Portfolio share (reduced by any
dividend expected to be paid shortly out of Portfolio income) on
the last day of the period.
GENERAL INFORMATION
Reports to Shareholders
The fiscal year of the Fund ends on December 31 of each year.
The Fund will send to its shareholders, at least semiannually,
reports showing performance of the Portfolio and other
information. An annual report, containing financial statements,
audited by independent certified public accountants, will be sent
to shareholders each year.
Custodian
Morgan Guaranty Trust Company of New York ("Morgan"), New
York City, New York, acts as custodian of the Fund's assets.
Morgan has custody of the Fund's assets held within and outside
the United States. Morgan holds the Fund's assets in safekeeping
and collects and remits the income thereon subject to the
instructions of the Fund.
Independent Auditors
Deloitte & Touche LLP has been selected as the independent
auditors of the Fund. The selection of independent auditors is
subject to annual ratification by the Fund's shareholders.
Legal Counsel
Jorden Burt Berenson & Johnson, LLP is counsel for the Fund.
Additional Information
The telephone number or the address of the Fund appearing on
the front page of this prospectus should be used for requests for
additional information.
___________________________________________________________
MAXIM SERIES FUND, INC.
Maxim INVESCO Balanced Portfolio
___________________________________________________________
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is
not a prospectus but supplements and should
be read in conjunction with the Prospectus
for the Fund. A copy of the Prospectus may
be obtained from the Fund by writing the Fund
at 8515 E. Orchard Rd., Englewood, Colorado
80111 or by calling the Fund at (303) 689-
3000.
___________________________________________________________
THE GREAT-WEST LIFE ASSURANCE COMPANY
Investment Adviser
___________________________________________________________
The date of the Prospectus to which this Statement
of Additional Information relates and the date of
this Statement of Additional Information is
August , 1996.
TABLE OF CONTENTS
Cross-reference
to page(s) in
Page Prospectus
Sale of Shares............................. 3 8
The Fund Portfolios........................ 3 2
Description of Investment Securities.. 3 2
Information About Securities Ratings.. 9 --
Investment Limitations................ 11 2
Lending of Portfolio Securities....... 13 2
Foreign Securities.................... 13 2
Management of the Fund..................... 14 6
Directors and Officers................ 14 --
The Investment Adviser................ 15 6
The Sub-Adviser....................... 15 7
Portfolio Transactions and Brokerage....... 15 8
Portfolio Turnover.................... 15 --
Placement of Portfolio Brokerage...... 16 8
Calculation of Yield and Return............ 17 9
Financial Statements........................ 18 --
SALE OF SHARES
Shares of the Fund are sold to the FutureFunds Series Account,
FutureFunds II Series Account, Retirement Plan Series Account and the
Maxim Series Account, which are separate accounts established by GWL&A
to receive and invest premiums paid under variable annuity contracts
issued by GWL&A. Shares of the Fund are also sold to TNE Series (K)
Account of The New England Mutual Life Insurance Company ("TNE") to fund
benefits under variable annuity contracts. Shares of the Fund are also
sold to the Pinnacle Series Account, a separate account established by
GWL&A to fund variable life insurance policies. Shares of the Fund are,
and in the future may be, sold to other separate accounts of GWL&A, its
affiliates or other insurance companies. It is conceivable that in the
future it may be disadvantageous for variable life insurance separate
accounts and variable annuity separate accounts to invest in the Fund
simultaneously. Although no such disadvantages are currently foreseen
either to variable life insurance policyowners or to variable annuity
contract owners, the Fund's Board of Directors intends to monitor events
in order to identify any material conflicts between such policyowners
and contract owners and to determine what action, if any, should be
taken in response thereto. Material conflicts could result from, for
example, (1) changes in state insurance laws, (2) changes in Federal
income tax laws, (3) changes in the investment management of any
portfolio of the Fund, or (4) differences in voting instructions between
those given by policyowners and those given by contract owners.
THE FUND PORTFOLIOS
The discussion that follows provides supplemental information to the
discussion captioned "The Fund Portfolios" in the Prospectus.
The Fund commenced operations as a management investment company in
1982. The Maxim INVESCO Balanced Portfolio was added effective August
, 1996.
Description of Investment Securities
1. Asset-Backed Securities. Asset-backed securities may be classified
as pass-through certificates of collateralized obligations. They
depend primarily on the credit quality of the assets underlying such
securities, how well the entity issuing the security is insulated
from the credit risk of the originator or any other affiliated
entities and the amount and quality of any credit support provided to
the securities. The rate of principal payment on asset-backed
securities generally depends on the rate of principal payments
received on the underlying assets which in turn may be affected by a
variety of economic and other factors. As a result, the yield on any
asset-backed security is difficult to predict with precision and
actual yield to maturity may be more or less than the anticipated
yield to maturity.
Pass-through certificates are asset-backed securities which represent
an undivided fractional ownership interest in any underlying pool of
assets. Pass-through certificates usually provide for payments of
principal and interest received to be passed through to their
holders, usually after deduction for certain costs and expenses
incurred in administering the pool. Because pass-through
certificates represent an ownership interest in the underlying
assets, the holders thereof bear directly the risk of any defaults by
the obligors on the underlying assets not covered by any credit
support.
Asset-backed securities issued in the form of debt instruments, also
known as collateralized obligations, are generally issued as the debt
of a special purpose entity organized solely for the purposes of
owning such assets and issuing such debt. Such assets are most often
trade, credit card or automobile receivables. The assets
collateralizing the debt instrument are pledged to a trustee or
custodian for the benefit of the holders thereof. Such issuers
generally hold no assets other than those underlying the security and
any credit support provided. As a result, although payments on such
securities are obligations of the issuers, in the event of a default
on the underlying assets not covered by credit support, the issuing
entities are unlikely to have sufficient assets to satisfy their
obligations on the related asset-backed securities.
2. Bankers' Acceptance. A bankers' acceptance is a time draft drawn on
a commercial bank by a borrower, usually in connection with
international commercial transactions (to finance the import, export,
transfer or storage of goods). The borrower is liable for payment as
well as the bank, which unconditionally guarantees to pay the draft
at its face amount on the maturity date. Most acceptances have
maturities of six months or less and are traded in secondary markets
prior to maturity. The Fund generally will not invest in
acceptances with maturities exceeding 7 days where to do so would
tend to create liquidity problems.
3. Certificate of Deposit. A certificate of deposit generally is a
short-term, interest bearing negotiable certificate issued by a
commercial bank or savings and loan association against funds
deposited in the issuing institution.
4. Collateralized Mortgage Obligations. A Collateralized Mortgage
Obligation ("CMO") is a bond which uses certificates issued by the
Government National Mortgage Association, or the Federal National
Mortgage Association or the Federal Home Loan Mortgage Corporation as
collateral in trust. The trust then issues several bonds which will
be paid using the cash flow from the collateral. The trust can
redirect cash flow temporarily, first paying one bond before other
bonds are paid. The trust can also redirect prepayments from one
bond to another bond, creating some stable bonds and some volatile
bonds. The proportion of principal cash flow and interest cash flow
from the collateral flowing to each bond can also be changed,
creating bonds with higher or lower coupons to the extreme of passing
through the interest only to one bond and principal only to another
bond. Variable rate or floating coupon bonds are also often created
through the use of CMO's.
5. Commercial Paper. Commercial paper is a short-term promissory note
issued by a corporation primarily to finance short-term credit needs.
6. Covered Options. There are two types of covered options. A covered
call option gives the purchaser the right to buy the underlying
securities from the seller at a stated exercise price. In writing a
covered call option, the seller must own the underlying securities
subject to the option (or comparable securities satisfying the cover
requirements of securities exchanges). A covered put option gives
the purchaser the right to sell the underlying securities at a stated
price. In the case of a covered put option, the seller will hold
cash and/or high-grade short-term debt obligations equal to the price
to be paid if the option is exercised. The seller will be considered
to have covered a put or call option if and to the extent that it
holds an option that offsets some or all of the risk of the option it
has written. Combinations of covered puts and calls may be written
on the same underlying security.
Put options may be purchased to protect its portfolio holdings in an
underlying security against a decline in market value. Such
protection is provided during the life of the put option because the
holder of the option is able to sell the underlying security at the
put exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be profitable,
the market price of the underlying security must decline sufficiently
below the exercise price to cover the premium and transaction costs.
By using put options in this manner, the seller will reduce any
profit it might otherwise have realized from appreciation of the
underlying security by the premium paid for the put option and by
transaction costs.
Premiums are received from writing a put or call option, which
increases the return on the underlying security in the event the
option expires unexercised or is closed out at a profit. The amount
of the premium reflects, among other things, the relationship between
the exercise price and the current market value of the underlying
security, the volatility of the underlying security, the amount of
time remaining until expiration, current interest rates, and the
effect of supply and demand in the options market and in the market
for the underlying security. By writing a call option, the seller
limits its opportunity to profit from any increase in the market
value of the underlying security above the exercise price of the
option but continues to bear the risk of a decline in the value of
the underlying security. By writing a put option, the seller assumes
the risk that it may be required to purchase the underlying security
for an exercises price higher than its then-current market value,
resulting in a potential capital loss unless the security
subsequently appreciates in value.
Call options may be purchased to hedge against an increase in the
price of securities that the purchaser wants ultimately to buy. Such
hedge protection is provided during the life of the call option since
the holder of the call option is able to buy the underlying security
at the exercise price regardless of any increase in the underlying
security's market price. In order for a call option to be
profitable, the market price of the underlying security must rise
sufficiently above the exercise price to cover the premium and
transactions costs.
Special risks are presented by internationally-traded options.
Because of time differences, and because different holidays are
observed in different countries, foreign options markets may be open
for trading during hours or on days when U.S. markets are closed. As
a result, option premiums may not reflect the current prices of the
underlying interest in the United States.
7. Dealer (Over-the-Counter) Options. A dealer option is an option
which is not traded on an exchange and may be exercised through the
dealer from whom it had purchased the option. If a Portfolio were to
purchase a dealer option, failure by the dealer to perform on the
option would result in the loss of the premium paid as well as loss
of the expected benefit of the transaction.
Dealer options do not have a continuous liquid market as do exchange-
traded options. Consequently, the value of a dealer option may be
realized only be exercising it or reselling it to the dealer who
issued it. Dealer options will only be entered into with dealers who
will agree to and which are expected to be capable of entering into
closing transactions; however, there can be no assurance the a dealer
option may be liquidated at a favorable price at any time prior to
expiration. In the event of an insolvency of the contra party, a
dealer option may not be liquidated.
The staff of the SEC has taken the position that purchased dealer
options and the assets used to secure the written dealer options are
illiquid securities. The cover used for written over-the-counter
options may be treated as liquid if the dealer agrees that the over-
the-counter option which the dealer has written may be repurchased
for a maximum price to be calculated by a predetermined formula. In
such cases, the over-the-counter option would be considered illiquid
only to the extent the maximum repurchase price under the formula
exceeds the intrinsic value of the option. Accordingly, dealer
options will be treated as subject to the limitation on illiquid
securities. If the SEC changes its position on the liquidity of
dealer options, the Fund will change its treatment of such instrument
accordingly.
8. Eurodollar Certificate of Deposit. A Eurodollar certificate of
deposit is a short-term obligation of a foreign subsidiary of a U.S.
bank payable in U.S. dollars.
9. Floating Rate Note. A floating rate note is debt issued by a
corporation or commercial bank that is typically several years in
term but has a resetting of the interest rate on a one to six month
rollover basis.
10. Forward Contracts. A forward contract is an agreement between two
parties in which one party is obligated to deliver a stated
amount of a stated asset at a specified time in the future and
the other party is obligated to pay a specified amount for the
assets at the time of delivery. When used with foreign currency
exchange transactions, a forward contract involves an obligation
to purchase or sell a specific currency at a future date, which
may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the
contract. These contracts may be bought or sold to protect the
seller, to some degree, against a possible loss resulting from
an adverse change in the relationship between foreign currencies
and the U.S. dollar. Forward contracts can be used to protect
the value of a seller's investment securities by establishing a
rate of exchange that the seller can achieve at some future
point in time; they do not simulate fluctuations in the
underlying prices of the securities. Additionally, although
forward contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time,
they tend to limit any potential gains that might result should
the value of such currency increase. Forward contracts
generally are traded in an interbank market conducted directly
between traders (usually large commercial banks) and their
customers. Unlike futures contracts, which are standardized
contracts, forward contracts can be specifically drawn to meet
the need of the parties that enter into them. The parties to a
forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and
complete the contemplated exchange.
11. Hybrid Instruments. Hybrid instruments have recently been developed
and combine the elements of futures contracts or options with
those of debt, preferred equity or a depository instrument.
Often these hybrid instruments are indexed to the price of a
commodity, particular currency, or a domestic or foreign debt or
equity securities index. Hybrid instruments may take a variety
of forms, including, but not limited to, debt instruments with
interest or principal payments or redemption terms determined by
reference to the value of a currency or commodity or securities
index at a future point in time, preferred stock with dividend
rates determined by reference to the value of a currency, or
convertible securities with the conversion terms related to a
particular commodity. The risks associated with hybrid
instruments reflect a combination of the risks of investing in
securities, options, futures and currencies, including
volatility and lack of liquidity. Further, the prices of the
hybrid instrument and the related commodity or currency may not
move in the same direction or at the same time.
12. Index Futures Contracts. An index futures contract obligates the
seller to deliver (and the purchaser to take) an amount of cash
equal to a specific dollar amount times the difference between
the value of a specific index at the close of the last trading
day of the contract and the price at which the agreement is
made. No physical delivery of the underlying security in the
index is made. When purchasing an index futures contract or
selling index futures, (1) a segregated account consisting of
cash, U.S. Government securities, or other liquid high-grade
debt securities must be maintained with the custodian bank (and
marked to market daily) which, when added to any amounts
deposited with a futures commission merchant as margin, are
equal to the market value of the futures contract; or (2) the
Fund must "cover" its position.
13. Interest Rate Transactions. Interest rate swaps and interest rate
caps and floors are types of hedging transactions which are
utilized to attempt to protect the Portfolio against and
potentially benefit from fluctuations in interest rates and to
preserve a return or spread on a particular investment or
portion of the Portfolio's holdings. These transactions may
also be used to attempt to protect against possible declines in
the market value of the Portfolio's assets resulting from
downward trends in the debt securities markets (generally due to
a rise in interest rates) or to protect unrealized gains in the
value of the Portfolio's holdings, or to facilitate the sale of
such securities.
Interest rate swaps involve the exchange with another party of
commitments to pay or receive interest; e.g., an exchange of fixed
rate payments for variable rate payments. The purchase of an
interest rate cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party
selling such interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index
falls below a predetermined interest rate, to receive payments of
interest on a notional principal amount from the party selling such
interest rate floor.
The successful utilization of interest rate transactions depends on
the Portfolio manager's ability to predict correctly the direction
and degree of movements in interest rates. If the Portfolio
manager's judgment about the direction or extent of movement in
interest rates is incorrect, the Portfolio's overall performance
would be worse than if it had not entered into such transactions.
For example, if the Portfolio purchases an interest rate swap or an
interest rate floor to hedge against the expectation that interest
rates will decline but instead interest rates rise, the Portfolio
would lose part or all of the benefit of the increased payments it
would receive as a result of the rising interest rates because it
would have to pay amounts to its counterparts under the swap
agreement or would have paid the purchase price of the interest rate
floor.
The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation.
Caps and floors are more recent innovations for which standardized
documentation has not yet been developed and, accordingly, they are
less liquid than swaps. Interest rate swaps, caps and floors are
considered by the Staff of the Securities and Exchange Commission to
be illiquid securities and, therefore, the Portfolio may not invest
more than 15% of its assets in such instruments. Finally, there can
be no assurance that the Portfolio will be able to enter into
interest rate swaps or to purchase interest rate caps or floors at
prices or on terms the Portfolio manager believes are advantageous to
the Portfolio. In addition, although the terms of interest rate
swaps, caps and floors may provide for termination, there can be no
assurance that the Portfolio will be able to terminate an interest
rate swap or to sell or offset interest rate caps or floors that it
has purchased.
14. Repurchase Agreements. A repurchase agreement is an instrument under
which the purchaser acquires ownership of a debt security and
the seller agrees to repurchase the obligation at a mutually
agreed upon time and price. The total amount received on
repurchase is calculated to exceed the price paid by the
purchaser, reflecting an agreed upon market rate of interest for
the period from the time of purchase of the security to the
settlement date (i.e., the time of repurchase), and would not
necessarily relate to the interest rate on the underlying
securities. A purchaser will only enter repurchase agreements
with underlying securities consisting of U.S. Government or
government agency securities, certificates of deposit,
commercial paper or bankers' acceptances, and will be entered
only with primary dealers. While investment in repurchase
agreements may be made for periods up to 30 days, it is expected
that typically such periods will be for a week or less. The
staff of the Securities and Exchange Commission has taken the
position that repurchase agreements of greater than 7 days
should be limited to an amount not in excess of 10% of a
purchaser's total assets.
Although repurchase transactions usually do not impose market risks
on the purchaser, the purchaser would be subject to the risk of loss
if the seller fails to repurchase the securities for any reason and
the value of the securities is less than the agreed upon repurchase
price. In addition, if the seller defaults, the purchaser may incur
disposition costs in connection with liquidating the securities.
Moreover, if the seller is insolvent and bankruptcy proceedings are
commenced, under current law, the purchaser could be ordered by a
court not to liquidate the securities for an indeterminate period of
time and the amount realized by the purchaser upon liquidation of the
securities may be limited.
15. Reverse Repurchase Agreements. Reverse repurchase agreements involve
the sale of securities held by the seller, with an agreement to
repurchase the securities at an agreed upon price, date and
interest payment. The seller will use the proceeds of the
reverse repurchase agreements to purchase other money market
securities either maturing, or under an agreement to resell, at
a date simultaneous with or prior to the expiration of the
reverse repurchase agreement. The seller will utilize reverse
repurchase agreements when the interest income to be earned from
the investment of the proceeds from the transaction is greater
than the interest expense of the reverse repurchase transaction.
16. Stripped Treasury Securities. Zero-Coupon Treasury Securities come
in two forms: U.S. Treasury bills issued directly by the U.S.
Treasury and U.S. Treasury bonds or notes and their unmatured
interest coupons which have been separated by their holder,
typically a custodian bank or investment brokerage firm. A
number of securities firms and banks have stripped the interest
coupons from Treasury bonds and notes and resold them in
custodial receipt programs with a number of different names.
The underlying Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of
bearer securities, in trust on behalf of the owners thereof.
Publicly filed documents state that counsel to the underwriters of
these certificates or other evidences of ownership of the U.S.
Treasury securities have stated that for Federal tax and securities
purposes, purchasers of such certificates most likely will be deemed
the beneficial holders of the underlying U.S. Government securities.
In addition, such documents state that the terms of custody for the
custodial receipt programs generally provide that the underlying debt
obligations will be held separate from the general assets of the
custodian and will not be subject to any right, charge, security
interest, lien, or claim of any kind in favor of the custodian or any
person claiming through the custodian, and the custodian will be
responsible for applying all payments received on these underlying
debt obligations, if any, to the related receipts or certificates
without making any deductions other than applicable tax withholding.
The custodian is required to maintain insurance in customary amounts
to protect the holders of the receipts or certificates against losses
resulting from the custody arrangement. The holders of receipts or
certificates, as the real parties in interest, are entitled to the
rights and privileges of owners of the underlying debt obligations,
including the right, in the event of default, to proceed directly and
individually against the U.S. Government without acting in concert
with other holders of such receipts or the custodian.
When U.S. Treasury obligations have been stripped of their unmatured
interest coupons by the holder, the stripped coupons are sold off
separately. The principal or corpus is sold at a deep discount
because the buyer receives only the right to receive a future fixed
payment on the security and does not receive any rights to periodic
interest payments. Once stripped or separated, the corpus and
coupons may be sold separately. Typically, the coupons are sold
separately or grouped with other coupons with like maturity dates and
sold in bundled form. Purchasers of Stripped Treasury Securities
acquire, in effect, discount obligations that are economically
identical to the "zero coupon bonds" that have been issued by
corporations.
The U.S. Treasury has facilitated transfers of ownership of Stripped
Treasury Securities by accounting separately for the beneficial
ownership of particular interest coupon and corpus payments on U.S.
Treasury securities through the Federal Reserve book-entry
recordkeeping system. The Federal Reserve program, as established by
the U.S. Treasury Department, is known as Separate Trading of
Registered Interest and Principal of Securities or "STRIPS". The
plan eliminates the need for the trust or custody arrangements.
17. Swap Deposit. Swap deposits are foreign currency short-term
investments consisting of a foreign exchange contract, a short-
term note in foreign currency and a foreign exchange forward
contract that is totally hedged in U.S. currency. This type of
investment can produce competitive yield in U.S. dollars without
incurring risks of foreign exchange.
18. Time Deposit. A time deposit is a deposit in a commercial bank for a
specified period of time at a fixed interest rate for which a
negotiable certificate is not received.
19. Variable Amount Master Demand Note. A variable amount master demand
note is a note which fixes a minimum and maximum amount of
credit and provides for lending and repayment within those
limits at the discretion of the lender. Before investing in any
variable amount master demand notes, the liquidity of the issuer
must be determined through periodic credit analysis based upon
publicly available information.
20. Warrants. Warrants are pure speculation in that they have no voting
rights, pay no dividends and have no rights with respect to the
assets of the corporation issuing them. Warrants basically are
options to purchase equity securities at a specific price valid
for a specific period of time. They do not represent ownership
of the securities, but only the right to buy them. Warrants
differ from call options in that warrants are issued by the
issuer of the security which may be purchased on their exercise,
whereas call options may be written or issued by anyone. The
prices of warrants do not necessarily move parallel to the
prices of the underlying securities.
21. When-issued Securities. When the purchase of securities on a "when-
issued" or on a "forward delivery" basis is permitted, it is
expected that, under normal circumstances, delivery of such
securities will be taken. When a commitment to purchase a
security on a "when-issued" or on a "forward delivery" basis is
made, procedures are established for such purchase consistent
with the relevant policies of the Securities and Exchange
Commission. Since those policies currently recommend that
assets equal to the amount of the purchase be held aside or
segregated to be used to pay for the commitment, cash, cash
equivalents, or high quality debt securities sufficient to cover
any commitments or to limit any potential risk are expected to
be held. However, although it is not intended that such
purchases would be made for speculative purposes and adherence
to the provisions of the Securities and Exchange Commission
policies is expected, purchase of securities on such bases may
involve more risk than other types of purchases. For example,
the sale of assets which have been set aside in order to meet
redemptions may be required. Also, if it is determined that it
is advisable as a matter of investment strategy to sell the
"when-issued" or "forward delivery" securities, the then
available cash flow or the sale of securities would be required
to meet the resulting obligations, or, although it would not
normally be expected, from the sale of the "when-issued" or
"forward delivery" securities themselves (which may have a value
greater or less than the payment obligation).
Information about Securities Ratings
Corporate Bonds - Moody's Investors Service, Inc.
Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edge". Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection
of interest and principal payments may be very moderate, and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B - Bonds where are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of
time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.
Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
Corporate Bonds - Standard & Poor's Corporation
AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal
and interest.
AA - Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the
majority of instances they differ from AAA issues only in a small
degree.
A - Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.
BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection
parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity for bonds rated BBB than for
bonds in the A category.
BB, B, CCC, and CC - Standard & Poor's describes the BB, B, CCC and CC
rated issues together with issues rated CCC and CC. Debt in these
categories is regarded on balance as predominantly speculative with
respect to capacity to pay interest and repay principal in accordance
with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse
conditions.
C - The rating C is reserved for income bonds on which no interest is
being paid.
D - Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.
Commercial Paper - Moody's Investors Service, Inc.
"Prime-1" - Commercial Paper issuers rated Prime-1 are judged to be of
the best quality. Their short-term debt obligations carry the smallest
degree of investment risk. Margins of support for current indebtedness
are large or stable with cash flow and asset protection well assured.
Current liquidity provides ample coverage of near-term liabilities and
unused alternative financing arrangements are generally available.
While protective elements may change over the intermediate or longer
term, such changes are most unlikely to impair the fundamentally strong
position of short-term obligations.
"Prime-2" - Issuers in the Commercial Paper market rated Prime-2 are
high quality. Protection for short-term holders is assured with
liquidity and value of current assets as well as cash generation in
sound relationship to current indebtedness. They are rated lower than
the best commercial paper issuers because margins of protection may not
be as large or because fluctuations of protective elements over the near
or immediate term may be of greater amplitude. Temporary increases in
relative short and overall debt load may occur. Alternative means of
financing remain assured.
"Prime-3" - Issuers in the Commercial Paper market rated Prime-3 have an
acceptable capacity for repayment of short-term promissory obligations.
The effect of industry characteristics and market composition may be
more pronounced. Variability in earning and profitability may result in
changes in the level of debt protection measurements and the requirement
for relatively high financial leverage. Adequate alternate liquidity is
maintained.
Commercial Paper - Standard & Poor's Corporation
"A" - Issuers assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issuers in this category are
further refined with the designation 1, 2 and 3 to indicate the relative
degree of safety.
"A-1" - This designation indicates that the degree of safety regarding
timely payment is very strong.
"A-2" - Capacity for timely payment for issuers with this designation is
strong. However, the relative degree of safety is not as overwhelming
as for issues designated "A-1".
"A-3" - Issuers carrying this designation have a satisfactory capacity
for timely payment. They are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations carrying
the higher designation.
Investment Limitations
The Fund has adopted limitations on the investment activity of the Maxim
INVESCO Balanced Portfolio which are fundamental policies and may not be
changed without the approval of the holders of a majority of the
outstanding voting shares of the Portfolio. "Majority" for this purpose
and under the Investment Company Act of 1940 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. A complete statement of all such limitations are
set forth below.
The Fund (i.e., the Portfolio) will not:
1. Invest more than 25% of its total assets (taken at market value
at the time of each investment) in the securities of issuers
primarily engaged in the same industry; utilities will be
divided according to their services; for example, gas, gas
transmission, electric and telephone each will be considered a
separate industry for purposes of this restriction; provided
that there shall be no limitation on the purchase of obligations
issued or guaranteed by the U.S. Government, or its agencies or
instrumentalities, or of certificates of deposit and bankers'
acceptances.
2. With respect to 75% of its total assets, purchase the securities of
any one issuer (except cash items and "Government securities" as
defined under the 1940 Act), if the purchase would cause the
Portfolio to have more than 5% of the value of its total assets
invested in the securities of such issuer or to own more than 10% of
the outstanding voting securities of such issuer.
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this
shall not prevent the Portfolio from purchasing or selling options,
futures, swap and forward contracts or from investing in securities
or other instruments backed by physical commodities).
4. Make loans, except as provided in limitation (5) below and except
through the purchase of obligations in private placements (the
purchase of publicly-traded obligations are not being considered the
making of a loan).
5. Lend its portfolio securities in excess of 33 1/3% of the total
assets of the Portfolio (including the amount borrowed), taken at
market value at the time of the loan, and provided that such loan
shall be made in accordance with the guidelines set forth under
"Lending of Portfolio Securities", in this Statement of Additional
Information.
6. Borrow money, except that the Portfolio may borrow money as a
temporary measure for extraordinary or emergency purposes (not for
leveraging or investment) and may enter into reverse repurchase
agreements in an aggregate amount not exceeding 33 1/3% of the value
of its total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowing that comes to exceed 33 1/3%
of the value of the Portfolio's total assets due to a decline in net
assets will be reduced within three business days to the extent
necessary to comply with the 33 1/3% limitation. This restriction
shall not prohibit deposits of assets to margin or guarantee
positions in futures, options, swaps or forward contracts, or the
segregation of assets in connection with such contracts.
7. Underwrite securities of other issuers except insofar as the
Portfolio may be deemed an underwriter under the Securities Act of
1933 in selling portfolio securities.
8. Invest directly in real estate or interest in real estate; however,
the Portfolio may own debt or equity securities issued by companies
engaged in those businesses.
9. Issue senior securities. For purposes of this restriction, the
issuance of shares of common stock in multiple classes or series,
obtaining of short-term credits as may be necessary for the clearance
of purchases and sales of portfolio securities, short sales against
the box, the purchase or sale or permissible options and futures
transactions (and the use of initial and maintenance margin
arrangements with respect to futures contracts or related options
transactions), the purchase or sale of securities on a when issued or
delayed delivery basis, permissible borrowings entered into in
accordance with the Portfolio's investment policies, and reverse
repurchase agreements are not deemed to be issuances of senior
securities.
As a fundamental policy in addition to the above, the Portfolio may,
notwithstanding any other investment policy or limitation (whether or
not fundamental), invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objectives, policies and limitations as the
Portfolio.
Further, the following additional investment restrictions, which are
operating policies of the Portfolio are applicable. These policies may
be changed by the Board of Directors without shareholder approval.
(a) Investments in warrants, valued at the lower of cost or market,
may not exceed 5% of the value of the Portfolio's net assets.
Included within that amount, but not to exceed 2% of the value
of the Portfolio's net assets, may be warrants that are not
listed on the New York or American Stock Exchanges. Warrants
acquired by the Portfolio in units or attached to securities
shall be deemed to be without value.
(b) The Portfolio will not (i) enter into futures contracts or
options on futures contracts if immediately thereafter the
aggregate margin deposits on all outstanding futures contracts
positions held by the Portfolio and premiums paid on outstanding
options on futures contracts, after taking into consideration
unrealized profits and losses, would exceed 5% of the market
value of the total assets of the Portfolio, or (ii) enter into
any futures contracts if the aggregate net amount of the
Portfolio's commitments under outstanding futures contracts
positions of the Portfolio would exceed the market value of the
total assets of the Portfolio.
(c) The Portfolio does not currently intend to sell securities
short, unless it owns or has the right to obtain securities
equivalent in kind and amount to the securities sold short
without the payment of any additional consideration therefor,
and provided that transactions in options, swaps and forward
futures contracts are not deemed to constitute selling
securities short.
(d) The Portfolio does not currently intend to purchase securities
on margin, except that the Portfolio may obtain such short-term
credits as are necessary for the clearance of transactions, and
provided that margin payments and other deposits in connection
with transactions in options, futures, swaps and forward
contracts shall not be deemed to constitute purchasing
securities on margin.
(e) The Portfolio does not currently intend to (i) purchase
securities of closed end investment companies, except in the
open market where no commission except the ordinary broker's
commission is paid, or (ii) purchase or retain securities issued
by other open-end management investment companies. Limitations
(i) and (ii) do not apply to money market funds or to securities
received as dividends, through offers of exchange, or as a
result of a reorganization, consolidation, or merger. If the
Portfolio invests in a money market fund, the investment
advisory fee will be waived on the assets of the Portfolio which
are invested in the money market fund during the time that those
assets are so invested.
(f) The Portfolio may not mortgage or pledge any securities owned or
held by the Portfolio in amounts that exceed, in the aggregate,
15% of the Portfolio's net asset value, provided that this
limitation does not apply to reverse repurchase agreements or in
the case of assets deposited to margin or guarantee positions in
futures, options, swaps or forward contracts or placed in a
segregated account in connection with such contracts.
(g) The Portfolio does not currently intend to purchase securities
of any issuer (other the U.S. Government agencies and
instrumentalities or instruments guaranteed by an entity with a
record of more than three years' continuous operation, including
that of predecessors) with a record of less than three years'
continuous operation (including that of predecessors) if such
purchase would cause the Portfolio's investments in all such
issuers to exceed 5% of the Portfolio's total assets taken at
market value at the time of such purchase.
(h) The Portfolio does not currently intend to invest directly in
oil, gas, or other mineral development or exploration programs
or leases; however, the Portfolio may own debt or equity
securities of companies engaged in those businesses.
(i) The Portfolio may not invest in companies for the purpose of
exercising control or management, except to the extent that
exercise by the Portfolio of its rights under agreements related
to portfolio securities would be deemed to constitute such
control.
Lending of Portfolio Securities
Subject to investment limitation (5) under the caption "Investment
Limitations", above, the Portfolio may from time-to-time lend securities
from its portfolio to brokers, dealers and financial institutions and
receive as collateral cash, U.S. Treasury securities, or other
appropriate high quality liquid debt securities which, at all times
while the loan is outstanding, will be maintained in amounts equal to at
least 100% of the current market value of the loaned securities. Any
cash collateral will be invested in short-term securities, which will
increase the current income of the Portfolio. Such loans, which will
not have terms longer than 30 days, will be terminable at any time. The
Portfolio will have the right to regain record ownership of loaned
securities to exercise beneficial rights such as voting rights,
subscription rights and rights to dividends, interest or other
distributions. The Portfolio may pay reasonable fees to persons
unaffiliated with the Fund for services in arranging such loans.
Foreign Securities
The Portfolio may purchase certain foreign securities. Investments in
foreign securities, particularly those of non-governmental issuers,
involve considerations which are not ordinarily associated with
investing in domestic issuers. The following describes certain of these
considerations in addition to those set forth in the Prospectus. Delays
may be encountered in settling securities transactions in certain
foreign markets. Also, it is possible that market quotations for
foreign securities will not be readily available. In such event, these
securities shall be valued at fair value as determined in good faith by
the Board of Directors. If it should become necessary, the Fund could
encounter greater difficulties in invoking legal processes abroad than
would be the case in the United States. Transaction costs in foreign
securities may be higher. These and other factors will be considered
before investment is made in foreign securities, and such investments
will not be made unless it is determined that such investments will meet
the standards and objectives of the Portfolio. In particular,
management anticipates that these considerations will be inapplicable to
a variety of Canadian investments. The Portfolio will not concentrate
its investments in any particular foreign country.
MANAGEMENT OF THE FUND
Directors and Officers
The directors and executive officers of the Fund and their principal
occupations for at least the last five years are set forth below:
Name, Relationship with Principal Occupation
the Fund, and Address Past Five Years
Rex Jennings Economic Development Consultant
Director2/ (since 1987);
Richard P. Koeppe, Ph.D. Retired Superintendent, Denver
Director3/ Public Schools (since 1993)
Dennis Low The Great-West Life Assurance
Director1/ 5/
Company: Executive
Vice-President, Financial
Services (since 1991); Senior
Vice-President, Individual (1987-
1990)
James D. Motz The Great-West Life Assurance
Director1/ 5/ Company: Senior Vice-President,
Employee Benefits (since 1991);
Vice- President, Group (1983-
1990)
Sanford Zisman Attorney, Zisman & Ingraham, P.C.
Director4/
Glen R. Derback The Great-West Life Assurance
Treasurer, Principal Company, Vice-President,
Financial and Accounting Financial Control (since 1984);
Officer1/ 5/
Ruth B. Lurie The Great-West Life Assurance
Secretary1/ 5/ Company, Vice-President and
Counsel (since 1988)
_________________________________
1/ Interested person as defined in the Investment Company Act of
1940.
2/ 12501 East Evans Circle, Unit C, Aurora Colorado 80014
3/ 8679 East Kenyon Avenue, Denver, Colorado 80237
4/ 3773 Cherry Creek North Drive, Suite 250, Denver, Colorado
80209.
5/ The Great-West Life Assurance Company, 8515 E. Orchard Road,
Englewood, Colorado 80111.
As of May 31, 1996, no person owns of record or beneficially 5% of more
of the shares outstanding in the Fund or any Portfolio except the Series
Accounts which owned 99% of the Funds' outstanding shares. As of May
31, 1996, the directors and officers of the Fund, as a group, had no
ownership in the Fund or any Portfolio.
The Investment Adviser
The information that follows supplements the information provided about
the Investment Adviser under the caption "Management of the Fund -
Investment Adviser" in the Prospectus.
The Great-West Life Assurance Company (the "Investment Adviser") serves
as the investment adviser to the Fund pursuant to an Investment Advisory
Agreement dated April 1, 1982 with the Fund. The Investment Adviser is
a 99.4% owned subsidiary of Great-West Lifeco Inc., which in turn is an
86.4% subsidiary of Power Financial Corporation, Montreal, Quebec. A
majority of the common stock of Power Financial Corporation is owned by
171263 Canada Inc. 171263 Canada Inc is a wholly owned subsidiary of
Power Corporation of Canada, which, in turn, is controlled by a Canadian
investor, Paul Desmarais, and his associates.
The Investment Advisory Agreement, as amended, was considered by the
Fund's Board of Directors, including a majority of the Directors who are
not "interested persons" (as defined in the Investment Company Act of
1940), on April 8, 1996. The Agreement will remain in effect until
April 1, 1997 and will continue in effect from year to year if approved
annually (a) by the Board of Directors of the Fund or by a majority of
the outstanding shares of the Fund, including a majority of the
outstanding shares of each portfolio, and (b) by a majority of the
Directors who are not parties to such contract or "interested persons"
of any such party. The agreement is not assignable and may be
terminated without penalty on 60 days' written notice at the option of
either party or by the vote of the shareholders of the Fund.
While the Investment Adviser is at all times subject to the direction of
the Board of Directors of the Fund, the Investment Advisory Agreement
provides that the Investment Adviser, subject to review by the Board of
Directors, is responsible for the actual management of the Fund and has
responsibility for making decisions to buy, sell or hold any particular
security. The Investment Adviser provides the portfolio managers for
the Fund. Such managers consider analysis from various sources, make
the necessary investment decisions and effect transactions accordingly.
The Investment Adviser also is obligated to perform certain
administrative and management services for the Fund and is obligated to
provide all the office space, facilities, equipment and personnel
necessary to perform its duties under the Agreement.
Advisory Fee.
The method of computing the investment advisory fee is fully described
in the Prospectus.
The Sub-Adviser
INVESCO Trust Company
INVESCO Trust Company ("ITC") serves as the sub-adviser to the Portfolio
pursuant to a Sub-Advisory Agreement dated November 1, 1994 as amended
August , 1996. ITC is an indirect wholly-owned subsidiary of
INVESCO PLC, a publicly-traded holding company that, through its
subsidiaries, engages in the business of investment management on an
international basis. INVESCO PLC managed approximately $64 billion for
a variety of clients as of June 30, 1994. As part of that $64 billion,
INVESCO PLC manages a family of mutual funds with assets of
approximately $9.3 billion as of June 30, 1994.
Sub-Advisory Fees
The method of computing the sub-advisory fees are fully described in the
Prospectus.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Portfolio Turnover
Brokerage costs to the Portfolio are commensurate with the rate of
portfolio activity. In computing the portfolio turnover rate for the
Portfolio, certain U.S. Government securities (long-term for periods
before 1986 and short-term for all periods) and all other securities,
the maturities or expiration dates of which at the time of acquisition
are one year or less, are excluded. Subject to this exclusion, the
turnover rate for a portfolio is calculated by dividing (a) the lesser
of purchases or sales of portfolio securities for the fiscal year by (b)
the monthly average value of portfolio securities owned by the portfolio
during the fiscal year.
There will be no fixed limitations regarding the portfolio turnover of
Portfolio. Portfolio turnover rates are expected to fluctuate under
constantly changing economic conditions and market circumstances.
Securities initially satisfying the basic policies and objectives of the
Portfolio may be disposed of when they are no longer deemed suitable.
A higher portfolio turnover rate may involve correspondingly greater
brokerage commissions and other expenses which might be borne by the
Fund and, thus, indirectly by its shareholders. It is anticipated that
the portfolio turnover rate would not exceed 100%.
Placement of Portfolio Brokerage
The Fund does not have any obligation to deal with any broker, dealer or
group of brokers or dealers in the execution of transactions in
portfolio securities. Subject to policy established by the Board of
Directors, the Investment Adviser is primarily responsible for placement
of the Fund's portfolio transactions. In placing orders, it is the
policy of the Fund to obtain the most favorable net results, taking into
account various factors, including price, dealer spread or commissions,
if any, size of the transaction and difficulty of execution. While the
Investment Adviser generally will seek reasonably competitive spreads or
commissions, the Fund will not necessarily be paying the lowest spread
or commission available.
In placing portfolio transactions, the Investment Adviser may give
consideration to brokers who provide supplemental investment research,
in addition to such research obtained for a flat fee, to the Investment
Adviser, and pay commissions to such brokers or dealers furnishing such
services which are in excess of commissions which another broker or
dealer may charge for the same transaction. Such supplemental research
ordinarily consists of assessments and analyses of the business or
prospects of a company, industry, or economic sector. Supplemental
research obtained through brokers or dealers will be in addition to and
not in lieu of the services required to be performed by the Investment
Adviser. The expenses of the Investment Adviser will not necessarily be
reduced as a result of the receipt of such supplemental information.
The Investment Adviser may use any supplemental investment research
obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts, and may use such information in
managing their own accounts. Conversely, such supplemental information
obtained by the placement of business for the Investment Adviser will be
considered by and may be useful to the Investment Adviser in carrying
out its obligations to the Fund.
Normally, the Fund will deal directly with the underwriters or dealers
who make a market in the securities involved unless better prices and
execution are available elsewhere. Such dealers usually act as
principals for their own account. On occasion, securities may be
purchased directly from the issuer. Bonds and money market securities
are generally traded on a net basis and do not normally involve either
brokerage commissions or transfer taxes. The cost of portfolio
securities transactions of the Fund that are not transactions with
principals will consist primarily of brokerage commissions or dealer or
underwriter spreads between the bid and asked price, although purchases
from underwriters of portfolio securities include a commission or
concession paid by the issuer.
Securities held by the Fund may also be held by other separate accounts
or mutual funds for which the Investment Adviser serves as an adviser,
or held by GWL&A, the Investment Adviser for one or more clients when
one or more clients are selling the same security. If purchases or
sales of securities for the Fund or other entities for which they act as
investment adviser or for their advisory clients arise for consideration
at or about the same time, transactions in such securities will be made
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 Investment Adviser during the same period may increase the demand
for securities being purchased or the supply of securities being sold,
there may be an adverse effect on price.
On occasions when the Investment Adviser deems the purchase or sale of a
security to be in the best interests of the Fund 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 sold or purchased for the Fund with those to be sold or purchased
for such other accounts or companies in order to obtain favorable
execution and lower 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 Investment Adviser in the manner it
considers to be most equitable and consistent with its fiduciary
obligations to the Fund and to such other accounts or companies. In
some cases this procedure may adversely affect the size of the position
obtainable for the Portfolio.
CALCULATION OF YIELD AND RETURN
Yield
As summarized in the Prospectus under the heading "Performance Related
Information," yield of the Portfolio will be computed by annualizing a
recent month's net investment income, divided by the Portfolio share's
net asset value on the last trading day of that month multiplied by the
average number of outstanding shares for the period. Net investment
income will reflect amortization of any market value premium or discount
of fixed income securities and may include recognition of a pro rata
portion of the stated dividend rate of dividend paying portfolio
securities. The yield of the Portfolio will vary from time to time
depending upon market conditions and the composition of the Portfolio.
Yield should also be considered relative to changes in the value of the
shares of the Portfolio and to the relative risks associated with the
investment objectives and policies of the Portfolio.
Total Return
As summarized in the Prospectus under the heading "Performance Related
Information," total return is a measure of the change in value of an
investment in the Portfolio over the period covered, which assumes any
dividends or capital gains distributions are reinvested in the Portfolio
immediately rather than paid to the investor in cash. The formula for
total return used herein includes four steps: (1) adding to the total
number of shares purchased by a hypothetical $1,000 investment in the
Portfolio all additional shares which would have been purchased if all
dividends and distributions paid or distributed during the period had
been immediately reinvested; (2) calculating the value of the
hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares owned at the end of the period by
the net asset value per share on the last trading day of the period; (3)
assuming redemption at the end of the period and deducting any
applicable contingent deferred sales charge; and (4) dividing this
account value for the hypothetical investor by the initial $1,000
investment. Total return will be calculated for one year, five years
and ten years or some other relevant periods if the Portfolio has not
been in existence for at least ten years.
Performance Comparisons
The Portfolio may from time to time include its yield and/or total
return in advertisements or in information furnished to present or
prospective shareholders. The Portfolio may include in such
advertisements the ranking of those performance figures relative to such
figures for groups of mutual funds categorized by Lipper Analytical
Services, relevant indexes and Donoghue Money Fund Report as having the
same or similar investment objectives.
The manner in which total return and yield will be calculated for public
use is described above.
PART B
The Portfolio described in this post-effective amendment is new.
Accordingly, there are no relevant financial statements.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements.
The Portfolio described in this post-effective amendment
is new. Accordingly, there are no relevant financial
statements.
(b) Exhibits.
Items (b)(1)-(4), (b)(6)-(7), (b)(12) and (b)(13) are
incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 to its Registration Statement dated March
10, 1982.
Item (b)(5) is attached hereto.
Item (b)(8) is incorporated by reference to Registrant's
Post-Effective Amendment No. 24 dated March 1, 1993.
Computation of Performance Quotations [Item (b)(16)] is
incorporated by reference to Registrant's Post-Effective
Amendment No. 18 to its Registration Statement dated May
1, 1989.
Items (b)(9) and (b)(14)-(15) are not applicable.
(11) Written Consents
(a) Written consent of Jorden Burt Berenson &
Johnson, LLP.
(b) Written consent of Deloitte & Touche LLP,
Independent Auditors for the Fund.
Item 25. Persons Controlled by or under Common Control with Registrant.
The organizational chart showing persons controlled by or under
common control with Registrant follows this page.
Item 26. Number of Holders of Securities:
(1) (2)
Number of Record Holders
Title of Class as of May 31, 1996
Common Stock ($.10 par value) - 0 -
Item 27. Indemnification.
Item 4, Part II, of Registrant's Pre-Effective Amendment No. 1
to its Registration Statement is herein incorporated by
reference.
C-1
ORGANIZATIONAL CHART
Power Corporation of Canada
100% - 171263 Canada Inc.
68.4% - Power Financial Corporation
86.4% - Great-West Lifeco Inc.
99.4% - The Great-West Life Assurance Company
100% - Great-West Life & Annuity Insurance Company
100% - GW Capital Management, Inc.
100% - Financial Administrative Services Corporation
100% - Employee Benefit Services, Inc.
100% - One Health Plan of Illinois, Inc.
100% - One Health Plan of Texas, Inc.
100% - One Health Plan of California, Inc.
100% - Great-West Benefit Services, Inc.
13% - Private Healthcare Systems, Inc.
100% - Benefits Communication Corporation
100% - BenefitsCorp Equities, Inc.
94% - MAXIM SERIES FUND, INC.*
100% - GWL Properties Inc.
100% - Great-West Realty Investments Inc.
50% - Westkin Properties Ltd.
100% - Confed Admin Services, Inc.
* 5.9% New England Mutual Life Insurance Company
0.1% The Great-West Life Assurance Company
Item 28. Business and Other Connections of Investment Adviser.
Part A to Item 5, Part II to Registrant's Post-Effective
Amendment No. 7 to its Registration Statement is herein
incorporated by reference.
Item 29. Principal Underwriter.
Not applicable.
Item 30. Location of Accounts and Records.
Item 7, Part II, of Registrant's Pre-Effective Amendment No. 1
to its Registration Statement is herein incorporated by
reference.
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders upon request and without charge.
(b) The Registrant agrees to file a post-effective amendment
relating to the Portfolio described in this post-effective
amendment, using financial statements which need not be
certified, within four to six months from the effective date of
this post-effective amendment.
C-2
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has duly caused Post-Effective Amendment No.
46 to the Registration Statement to be signed on its behalf, in the City
of Englewood, State of Colorado on the 14th day of June, 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. 46 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 6/14/96
President (J.D. Motz)
/s/ D. Low 6/14/96
Director (D. Low)
/s/ R. Jennings* 6/14/96
Director (R. Jennings)
/s/ R.P. Koeppe* 6/14/96
Director (R.P. Koeppe)
/s/ J.D. Motz 6/14/96
Director (J.D. Motz)
Signature and Title Date
/s/ S. Zisman* 6/14/96
Director (S. Zisman)
/s/ G.R. Derback 6/14/96
Treasurer (G.R. Derback)
/s/ G.R. Derback 6/14/96
Principal Financial Officer
(G.R. Derback)
/s/ G.R. Derback 6/14/96
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.
EXHIBIT 5 (a)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made this
1st day of April, 1982, by and between Maxim
Series Fund, Inc., a Maryland corporation
("the Fund"), and 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"), whereby the Adviser
will act as investment adviser to the Fund as
follows:
ARTICLE I
Duties of the Adviser
The Fund hereby employs the Adviser to
act as the investment adviser to and manager
of the Fund, 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 its existing
portfolio and of each portfolio it may create
in the future ("the Portfolios") and to
administer its affairs, for the period and on
the terms and conditions set forth in this
Agreement. The Adviser hereby accepts such
employment and agrees during such period, at
its own expense, to render the services and
to assume the obligations herein set forth
for the compensation provided for herein.
The Adviser shall for all purposes herein be
deemed to be an independent contractor and
shall, unless otherwise expressly provided or
authorized, have no authority to act for or
represent the Fund in any way or otherwise be
deemed an agent of the Fund.
A. Investment Advisory Services. In
carrying out its obligations to manage the
investment and reinvestment of the assets of
the Fund, the Adviser shall, when appropriate
and consistent with the limitations set forth
in Section C hereof:
(a) perform research and obtain
and evaluate pertinent economic,
statistical, and financial data relevant
to the investment policies of the Fund;
(b) consult with the Board and
furnish to the Board recommendations
with respect to an overall investment
plan for approval, modification, or
rejection by the Board;
(c) seek out, present, and
recommend specific investment
opportunities, consistent with any
overall investment plan approved by the
Board;
(d) take such steps as are
necessary to implement any overall
investment plan approved by the Board,
including making and carrying out
decisions to acquire or dispose of
permissible investments, management of
investments and any other property of
the Fund, and providing or obtaining
such services as may be necessary in
managing, acquiring or disposing of
investments;
(e) regularly report to 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 Account;
(f) maintain all required
accounts, records, memoranda,
instructions or authorizations relating
to the acquisition or disposition of
investments for the Fund; and
(g) determine the net asset value
of the Fund as required by applicable
law.
If, in the judgment of the Adviser, the
Fund would be benefitted by supplemental
investment research from other persons or
entities, outside the context of a specific
brokerage transaction, the Adviser is
authorized to obtain and pay a reasonable
flat fee for such information. Supplemental
investment research shall be limited to
statistical and other factual information,
advice regarding economic factors and trends,
and advice as to occasional transactions in
specific securities, and shall not involve
general advice or recommendations regarding
the purchase or sale of securities. The
expense of the Adviser may not be necessarily
reduced as a result of the receipt of such
supplement information.
B. Administrative Services. In
addition to the performance of investment
advisory services, the Adviser shall perform,
or supervise the performance of,
administrative services in connection with
the management of the Fund and the
Portfolios, including all financial reporting
for the Fund. In this connection, the
Adviser agrees to (i) assist in supervising
all aspects of the Fund's operations,
including the co-ordination of all matters
relating to the functions of the custodian,
transfer agent or other shareholder service
agents, if any, accountants, attorneys and
other parties performing services or
operational functions for the Fund, (ii)
provide the Fund, at the Adviser's expense,
with services of persons, who may be the
Adviser's officers, competent to perform such
administrative and clerical functions as are
necessary in order to provide effective
administration of the Fund, including duties
in connection with certain reports and the
maintenance of certain books and records of
the Fund, and (ii) provide the Fund, at the
Adviser's expense, with adequate office space
and related services necessary for its
operations as contemplated in this Agreement.
Nothing contained herein will be construed
to restrict the Fund's right to hire its own
employees or to contract for services to be
performed by third parties.
C. Limitations on Advisory Services.
The Adviser shall perform the services under
this Agreement subject to the review of 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 "Investment Company Act").
The Fund has furnished or will furnish
the Adviser with copies of the Fund's
Prospectus, Articles of Incorporation, and
Bylaws as currently in effect and agrees
during the continuance of this Agreement to
furnish the Adviser with copies of any
amendments or supplements thereto before or
at the time the amendments or supplements
become effective. The Adviser will be
entitled to rely on all documents furnished
by the Fund.
ARTICLE II
Compensation of the Adviser
A. Investment Advisory Fee. As
compensation for its services to the Fund,
the Adviser receives monthly compensation at
the annual rate of 0.25% of the average daily
net assets of the Fund.
B. Allocation of Expenses. The Adviser
shall be responsible for all expenses
incurred in performing the services set forth
in Article I hereunder. These expenses
include costs incurred in providing
investment advisory services; compensating
and furnishing office space for officers and
employees of the adviser connected with
investment and economic research, trading,
and investment management of the Fund; and
paying the fees of all directors of the Fund
who are affiliated persons of the Adviser or
any of its subsidiaries.
The Fund pays all other expenses
incurred in its operation and all of its
general administrative expenses, including
redemption expenses, expenses of portfolio
transactions, shareholder servicing costs,
pricing costs (including the daily
calculation of net asset value), interest,
charges of the custodian and transfer agent,
if any, cost of auditing services, directors'
fees, legal expenses, state franchise taxes,
certain other taxes, expenses of registering
the shares under Federal and state securities
laws, Securities and Exchange Commission
fees, advisory fees, certain insurance
premiums, costs of maintenance of corporate
existence, investor services (including
allocable personnel and telephone expenses),
costs of printing proxies, stock
certificates, costs of corporate meetings,
and any extraordinary expenses, including
litigation costs. Accounting services are
provided for the Fund by the Adviser and the
Fund reimburses the Adviser for its costs in
connection therewith. The organizational
expenses of the Fund were paid by the
Adviser, and the Adviser will be reimbursed
by the Fund for such expenses through
payments amortized over five years, with such
payments not to exceed $20,000 annually. In
the event that these payments do not fully
reimburse the Investment Adviser for
organization expense, payments not to exceed
$20,000 annually will be made in subsequent
years. The sum of all organizational
expenses reimbursed by the Fund in the
aggregate shall not exceed $125,000.
C. Notwithstanding the foregoing, when
expenses, as hereinafter described, exceed at
the annual rate of 1% of the average daily
net assets of the Fund, such excess will be
paid by the Adviser. The expense is the sum
of the Investment Advisory fee (A above) and
expenses paid directly by the Fund (described
in B above).
ARTICLE III
Portfolio Transactions and Brokerage
The Adviser agrees to determine the
securities to be purchased or sold by the
Portfolios, subject to the provisions of
Article I, and to place orders pursuant to
its determinations, either directly with the
issuer, with any broker-dealer or underwriter
that specialized in the securities for which
the order is made, or with any other broker
or dealer selected by the Adviser, subject to
the following limitations.
The Adviser is authorized to select the
brokers or dealers that will execute the
purchases and sales of portfolio securities
for the Fund and will use its best efforts to
obtain the most favorable net results and
execution of the Fund's orders, taking into
account all appropriate factors, including
price, dealer spread or commission, if any,
size of the transaction, and difficulty of
the transaction. In evaluating the net
results of brokerage services offered by
brokers or dealers that also provide
supplemental investment research to the
Adviser for a flat fee (see Article I) the
Adviser need not take such a flat fee into
consideration.
If, in the judgment of the Adviser, the
Fund would be benefitted by supplemental
investment research in addition to such
research furnished for a flat fee, the
Adviser is authorized to pay spreads or
commissions to brokers or dealers furnishing
such services in excess of spreads or
commissions which another broker or dealer
may charge for the same transaction. The
expenses of the Adviser may not necessarily
be reduced as a result of receipt of such
supplemental information.
Subject to the above requirements and
the provisions of the Investment Company Act
of 1940, the Securities Exchange Act of 1934,
other applicable provisions of law, and the
terms of any exemption(s) therefrom, nothing
shall prohibit the Adviser from selecting
brokers or dealers with which it or the Fund
are affiliated.
ARTICLE IV
Activities of the Adviser
The services of the Adviser to the Fund
under this Investment Advisory Agreement are
not to be deemed exclusive and the Adviser
will be free to render similar services to
others so long as its services under this
Investment Advisory Agreement are not
impaired. It is understood that directors,
officers, employees and shareholders of the
Fund are or may become interested in the
Adviser, as directors, officers, employees or
shareholders or otherwise and that directors,
officers, employees or shareholders of the
Adviser are or may become similarly
interested in the Fund, and that the Adviser
is or may become interested in the Fund as
shareholder or otherwise.
It is agreed that the Adviser may use
any supplemental investment research obtained
for the benefit of the Fund in providing
investment advice to its other investment
advisory accounts. The Adviser or its
subsidiaries may use such information in
managing their own accounts. Conversely,
such supplemental information obtained by the
placement of business for the Adviser or
other entities advised by the Adviser will be
considered by and may be useful to the
Adviser in carrying out its obligations to
the Fund.
Securities held by the Fund may also be
held by separate accounts or other mutual
funds for which the Adviser acts as an
adviser or by the Adviser or its
subsidiaries. Because of different
investment objectives or other factors, a
particular security may be bought by the
Adviser or its subsidiaries or for one or
more clients when one or more clients are
selling the same security. If purchases or
sales of securities for the Fund or other
entities for which the Adviser or its
subsidiaries act as investment adviser or for
their advisory clients arise for
consideration at or about the same time, the
Fund agrees that the Adviser 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 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
Adviser deems the purchase or sale of a
security to be in the best interests of the
Fund 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
sold or purchased for the Fund with those to
be 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 Adviser in the manner it considers to be
most equitable and consistent with its
fiduciary obligations to the Fund and to such
other accounts or companies. The Fund
recognizes that in some cases this procedure
may adversely affect the size of the position
obtainable for a Fund portfolio.
ARTICLE V
Effectiveness of the Agreement
This Investment Advisory Agreement shall
not become effective (and the Adviser shall
not serve or act as investment adviser)
unless and until it is approved by the Board
including a majority of directors who are not
parties to this Agreement or interested
persons of any such party to this Agreement,
and by the sole shareholder; and this
Agreement shall come into full force and
effect on the date on which it is so
approved.
ARTICLE VI
Term of the Agreement
This Investment Advisory Agreement shall
remain in effect until the earlier of one
year from its effective date or the date of
the first annual or special meeting of
shareholders of the Fund and shall continue
so long as such continuance is specifically
approved by a majority of the outstanding
shares of the Fund at that time and at least
annually thereafter (a) by the vote of the
majority of the Board, or by vote of a
majority of the outstanding shares of the
Fund, including a majority of the outstanding
shares of each 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 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
Adviser without sixty days' prior
written notice and without the
prior approval of a new investment
advisory agreement by vote of a
majority of the outstanding shares
of the Fund;
(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 Fund, on sixty
days' written notice to the
Adviser;
(c) shall not be amended without
specific approval of such amendment
by (i) the Board, or by the vote of
a majority of the outstanding
shares of the Fund, including a
majority of the outstanding shares
of each Portfolio, and (ii) 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
(d) shall automatically terminate upon
assignment by either party.
ARTICLE VII
Recordkeeping
The Adviser agrees that all accounts and
records which it maintains for the Fund 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 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 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
Adviser's offices upon reasonable prior
written notice. In addition, the Adviser
will provide any materials, reasonably
related to the investment 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 having jurisdiction.
ARTICLE VIII
Liability of the Adviser
In the absence of willful misfeasance,
bad faith, gross negligence or reckless
disregard of obligations or duties on the
part of the Adviser (or its 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), neither the Adviser nor any of
its officers, directors, employees or agents
shall be subject to liability to the Fund or
to any shareholder for any act or omission in
the course of, or connected with, rendering
services hereunder, 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,
except to the extent specified in Section
36(b) of the Investment Company Act
concerning loss resulting from a breach of
fiduciary duty with respect to the receipt of
compensation for services.
ARTICLE IX
Governing Law
This Investment Advisory Agreement is
subject to the provisions of the Investment
Company Act, 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
Fund or any of its Portfolios, 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.
IN WITNESS WHEREOF, the parties have
caused this Investment Advisory Agreement to
be signed by their respective officials duly
authorized, as of the day and year first
above written.
MAXIM SERIES FUND,
INC.
By: /s/ G.R.
Dinney President
Witness:
/s/ D.C. Lennox
Secretary
THE GREAT-WEST LIFE
ASSURANCE COMPANY
By: /s/ J. Crysdale
Senior Vice President,
Investments
Witness:
/s/ E.R. Allden
/s/ R.K. Siddall
Associate Secretary Vice
President and
Secretary
Amendments to
INVESTMENT ADVISORY AGREEMENT
between
MAXIM SERIES FUND, INC.
and
THE GREAT-WEST LIFE ASSURANCE COMPANY
The following amendments are made to this
Agreement dated April 1st, 1982, and are
hereby incorporated into and made a part of
this Agreement as of January 18, 1983:
1. Article I, Section A, last full
paragraph, is amended by adding the
following two sentences at the end of
the paragraph:
"The advisor shall
regularily report to the
Board when it has secured
or, where time permits,
intends to secure said
supplemental investment
research. It is
understood and agreed
that the Board retains
the right to limit the
scope of or to disapprove
of said research."
2. Article II, Section B, is amended by
deleting from the first sentence in the
second paragraph thereof, the words
"certain other taxes", and by deleting
in the same sentence the word "taxes"
after "franchise" and substituting the
word "charges" after "franchise".
3. Article VIII is amended by deleting, in
the first sentence thereof, the word
"hereunder", and substituting there
(after the word "services"), the words
"pursuant to Article I, A, a, b, c, and
d," and by adding the following sentence
at the end of Article VIII: "In
connection with the rendering of all
other services hereunder, Adviser shall
exercise ordinary care or skill in the
performance of its duties."
In witness whereof, the parties hereto have
caused this amending agreement to be executed
in duplicate, in their names and on their
behalf by and through their duly authorized
officers as of January 18, 1983.
MAXIM SERIES FUND,
INC.
By /s/ G.R. Dinney
President
Witness:
/s/ D.C. Lennox
Secretary
THE GREAT-WEST LIFE
ASSURANCE COMPANY
By: /s/ J. Crysdale
Senior Vice President,
Investments
Witness:
/s/ E.R. Allden /s/ R.K. Siddall
Associate Secretary Vice President and
Secretary
Amendments to
INVESTMENT ADVISORY AGREEMENT
between
MAXIM SERIES FUND, INC.
and
THE GREAT-WEST LIFE ASSURANCE COMPANY
The following amendment is made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983,
(hereinafter called "the Agreement") and is
hereby incorporated into and made a part of
the Agreement:
Article II, Section A, of the Agreement is
amended by substituting the following
wording:
"As compensation for its services
to the Fund, the Adviser receives
monthly compensation at the annual
rate of .25% of the average daily
net assets for the Money Market
Portfolio, .40% of the average
daily net assets for the Bond
Portfolio on the first $100 million
of assets in that portfolio and
..25% thereafter, and .75% of the
average daily net assets for the
Growth Portfolio on the first $100
million of assets in that portfolio
and .65% thereafter. For future
Portfolios the investment advisory
fee will be established by amending
the Agreement as required."
This amendment shall become effective
following shareholder approval as required
under the Investment Company Act of 1940.
In witness whereof, the parties hereto have
caused this amending agreement to be executed
in duplicate, in their name and on their
behalf by and through their duly authorized
officers this 22nd day of August, 1984.
MAXIM SERIES FUND, INC.
Attest: /s/ D.C. Lennox By: /s/ G.R.
Dinney Secretary President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
By: /s/ M.G. Smith
Executive Vice President,
Investments
Attest: /s/ E.R. Allden By: /s/
R.K. Siddall
Associate Secretary Vice President
and Secretary
Amendments to
INVESTMENT ADVISORY AGREEMENT
between
MAXIM SERIES FUND, INC.
and
THE GREAT-WEST LIFE ASSURANCE COMPANY
The following amendment is made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, and as
amended August 22, 1984, (hereinafter called
"the Agreement") and is hereby incorporated
into and made a part of the Agreement:
Article II, Section A (as previously amended
on August 22, 1984) is further amended by
adding the following wording at the end of
and as part of the first sentence thereof:
"..., and .40% of the
average daily net assets
for the Government
Guaranteed Portfolio on
the first $100 Million of
assets in that portfolio
and .25% thereafter."
This amendment shall become effective
following shareholder approval as required
under the Investment Company Act of 1940.
In witness whereof, the parties hereto have
caused this amending agreement to be executed
in duplicate, in their names and on their
behalf by and through their duly authorized
officers as of the 20th day of March, 1985.
MAXIM SERIES FUND, INC.
Attest: /s/ D.C. Lennox By: /s/
G.R. Dinney Secretary President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
By: /s/ M.G. Smith
Executive Vice President,
Investments
Attest: /s/ E.R. Allden
/s/ R.K. Siddall
Associate Secretary Vice President
and Secretary
Amendments to
INVESTMENT ADVISORY AGREEMENT
between
MAXIM SERIES FUND, INC.
and
THE GREAT-WEST LIFE ASSURANCE COMPANY
The following amendment is made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, and March 20, 1985, (hereinafter called
"the Agreement") and is hereby incorporated
into and made a part of the Agreement:
Article II, Section A (as previously amended
on August 22, 1984 and March 20, 1985) is
further amended by adding the following
wording at the end of and as part of the
amended first sentence thereof:
"..., and .25% of the
average daily net assets
for the Zero-Coupon
Treasury Portfolios."
This amendment shall be presented for
shareholder approval as required under the
Investment Company Act of 1940.
In witness whereof, the parties hereto have
caused this amending agreement to be executed
in duplicate, in their names and on their
behalf by and through their duly authorized
officers as of the 25th day of July, 1985.
MAXIM SERIES FUND, INC.
Attest: /s/ D.C. Lennox By: /s/
G.R. Dinney Secretary President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
By: /s/ M.G. Smith
Executive Vice President,
Investments
Attest: /s/ E.R. Allden /s/ R.K. Siddall
Associate Secretary Vice President and Secretary
Amendments to
INVESTMENT ADVISORY AGREEMENT
between
MAXIM SERIES FUND, INC.
and
THE GREAT-WEST LIFE ASSURANCE COMPANY
The following amendment is made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, March 20, 1985, and July 25, 1985
(hereinafter called "the Agreement") and is
hereby incorporated into and made a part of
the Agreement:
Article II, Section A (as previously amended
on August 22, 1984, March 20, 1985, and July
25, 1985) is further amended by deleting "...
..75% of the average daily net assets for the
Growth Portfolio on the first $100 million of
assets in that portfolio and .65%
thereafter...", and substituting the
following wording as a part of the amended
first sentence thereof:
"..., .50% of the average
daily net assets for the
Growth Portfolio on the
first $100 million of
assets in that portfolio
and .40% thereafter, ..."
This amendment shall be effective as of
October 1, 1985 and shall be presented for
shareholder approval as required under the
Investment Company Act of 1940.
In witness whereof, the parties hereto have
caused this amending agreement to be executed
in duplicate, in their names and on their
behalf by and through their duly authorized
officers as of the 16th day of October, 1985.
MAXIM SERIES FUND, INC.
Attest: /s/ D.C. Lennox By: /s/
G.R. Dinney Secretary President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
By: /s/ M.G. Smith
Executive Vice President,
Investments
Attest: /s/ E.R. Allden /s/ R.K. Siddall
Associate Secretary Vice President and Secretary
Amendments to
INVESTMENT ADVISORY AGREEMENT
between
MAXIM SERIES FUND, INC.
and
THE GREAT-WEST LIFE ASSURANCE COMPANY
The following amendment is made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, March 20, 1985, July 25, 1985, and
October 16, 1985 (hereinafter called "the
Agreement") and is hereby incorporated into
and made a part of the Agreement:
Article II, Section A (as previously amended
on August 22, 1984, March 20, 1985, July 25,
1985, and October 16, 1985) is further
amended by adding the following wording at
the end of and as part of the amended first
sentence thereof:
"..., .50% of the average
daily net assets for the
Total Return Portfolio on
the first $100 million of
assets in that portfolio
and .40% thereafter."
Article II, Section A, as amended, is further
amended by deleting the term "Government
Guaranteed Portfolio" and inserting in its
place the term "Government and High Quality
Securities Portfolio".
IN WITNESS WHEREOF, the parties hereto have
caused this amending agreement to be executed
in duplicate, in their names and on their
behalf by and through their duly authorized
officers as of the 29th day of July, 1987.
MAXIM SERIES FUND, INC.
Attest: /s/ D.C. Lennox By: /s/
G.R. Dinney Secretary President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
By: /s/ M.G. Smith
Executive Vice President,
Investments
Attest: /s/ E.R. Allden /s/ R.K. Siddall
Associate Secretary Vice President and Secretary
Amendments to
INVESTMENT ADVISORY AGREEMENT
between
MAXIM SERIES FUND, INC.
and
THE GREAT-WEST LIFE ASSURANCE COMPANY
The following amendment is made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, March 20, 1985, July 25, 1985, October
16, 1985, and July 29, 1987 (the "Agreement")
and is hereby incorporated into and made a
part of the Agreement:
Article II, Section A is amended to read:
As compensation for its service to
the Fund, the Adviser receives
monthly compensation at the annual
rate of 0.46% for the Money Market
Portfolio; 0.60% for the Bond
Portfolio, the U.S. Government
Securities Portfolio, the Growth
Portfolio and the Total Return
Portfolio; and 0.50% of the Zero-
Coupon 1995 Portfolio.
Article II, Section B is amended to read:
The Adviser shall be responsible
for all expenses incurred in
performing the services set forth
in this Agreement and all other
expenses. The Fund will pay only
extraordinary expenses, including
the costs of litigation.
This amendment shall be effective as of May
1, 1992, following shareholder approval as
required by the Investment Company Act of
1940.
In witness whereof, the parties hereto have
caused this amending agreement to be executed
in duplicate, in their names and on their
behalf by and through their duly authorized
officers as of the 1st day of May, 1992.
MAXIM SERIES FUND, INC.
Attest: /s/ R.B. Lurie By: /s/
Dennis Low Secretary President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
Attest: /s/ D.C. Lennox By: /s/ John
T. Hughes Senior Vice
President, Senior Vice President,
Chief General Counsel and Investment
Officer (U.S.
Secretary Operations)
Amendments to
INVESTMENT ADVISORY AGREEMENT
between
MAXIM SERIES FUND, INC.
and
THE GREAT-WEST LIFE ASSURANCE COMPANY
The following amendment is made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, March 20, 1985, July 25, 1985, October
16, 1985, July 29, 1987, and May 1, 1992 (the
"Agreement") and is hereby incorporated into
and made a part of the Agreement:
Article II, Section A is amended to add the
following wording at the end of and as part
of the amended first sentence thereof:
". . . , 0.60% for the Investment
Grade Corporate Bond Portfolio and
0.60% for the U.S. Government
Mortgage Securities Portfolio."
IN WITNESS WHEREOF, the parties hereto have
caused this amending agreement to be executed
in duplicate, in their names and on their
behalf by and through their duly authorized
officers as of the 1st day of December, 1992.
MAXIM SERIES FUND, INC.
Attest: /s/ R.B. Lurie By: /s/
Dennis Low Secretary President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
Attest: /s/ D.C. Lennox By: /s/ John
T. Hughes Senior Vice
President, Senior Vice President,
Chief General Counsel and Investment
Officer (U.S.
Secretary Operations)
Amendments to
Investment Advisory Agreement
between
Maxim Series Fund, Inc.
and
The Great-West Life Assurance Company
The following amendments are made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, March 20, 1985, July 25, 1985, October
16, 1985, July 29, 1987, May 1, 1992, and
December 1, 1992 (the "Agreement"), and are
hereby incorporated into and made a part of
the Agreement:
1. Article II, Section A is amended by
deleting the existing language and
substituting the following:
As compensation for its services to the
Fund, the Adviser receives monthly
compensation at the annual rate of 0.46%
of the average daily net assets of the
Money Market Portfolio; 0.60% of the
average daily net assets of each of the
Bond Portfolio, the Investment Grade
Bond Portfolio, the U.S. Government
Securities Portfolio, the Total Return
Portfolio, the Stock Index Portfolio,
the U.S. Government Mortgage Securities
Portfolio, the Small-Cap Index
Portfolio, the Growth Index Portfolio
and the Value Index Portfolio; 0.50% of
the average daily net assets of the
Zero-Coupon Treasury Portfolio; 0.95% of
the average daily net assets of the Mid-
Cap Portfolio; and 1.00% of the average
daily net assets of Small-Cap Value
Portfolio and the International Equity
Portfolio.
2. Article II, Section B is amended by
deleting the existing language and
substituting the following:
Except with respect to the Portfolios
indicated below, the Adviser shall be
responsible for all expenses incurred in
performing the services set forth in
this Agreement and all other expenses,
and the Fund shall pay only
extraordinary expenses, including the
cost of litigation.
With respect to the Small-Cap Value
Portfolio, the Mid-Cap Portfolio, and
the International Equity Portfolio:
(a) The Adviser shall be responsible
for all of its expenses incurred in
performing the services set forth in
Article I hereunder. Such expenses
include, but are not limited to, costs
incurred in providing investment
advisory services; compensating and
furnishing office space for officers and
employees of the Adviser connected with
investment and economic research,
trading, and investment management of
the Fund; and paying all fees of all
directors of the Fund who are affiliated
persons of the Adviser or any of its
subsidiaries.
(b) The Fund pays all other expenses
incurred in its operation and all of its
general administrative expenses,
including, but not limited to,
redemption expenses, expenses of
portfolio transactions, shareholder
servicing costs, pricing costs
(including the daily calculation of net
asset value), interest, charges of the
custodian and transfer agent, if any,
cost of auditing services, directors'
fees, legal expenses, state franchise
and other taxes, expenses of registering
the shares under Federal and state
securities laws, Securities and Exchange
Commission fees, advisory fees,
insurance premiums, costs of maintenance
of corporate existence, investor
services (including allocable personnel
and telephone expenses), cost of
printing proxies, stock certificates,
costs of corporate meetings, and any
extraordinary expenses, including
litigation costs. Accounting services
are provided for the Fund by the Adviser
and the Fund shall reimburse the Adviser
for its costs in connection therewith.
3. Article II, Section C, is amended by
deleting the existing language and
substituting the following:
Notwithstanding the second paragraph of
Section B, above, with respect to the
following Portfolios of the Fund, the
Adviser shall pay Expenses which exceed
an annual rate of: 1.35% of the average
daily net assets of the Small-Cap Value
Portfolio; 1.10% of the average daily
net assets of the Mid-Cap Portfolio;
and, 1.50% of the average daily net
assets of the International Equity
Portfolio. For purposes of this Section
C, "Expenses" with respect to a
Portfolio shall mean the sum of (a) the
investment advisory fee described in
Section A, above, for such Portfolio,
and (b) expenses to be paid directly by
the Fund, as described in clause (b) of
the second paragraph of Section B,
above, with respect to such Portfolio.
In witness whereof, the parties hereto
have caused this amending agreement to be
executed in duplicate, in their names and on
their behalf by and through their duly
authorized officers as of the 1st day of
December, 1993.
MAXIM SERIES FUND, INC.
ttest: /s/ Beverly A. Byrne By: /s/ A.D.
MacLennan President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
Attest: /s/ R.B. Lurie By: /s/
John T. Hughes Senior Vice President, Chief
Investment Officer
(U.S.
Operations)
Amendments to
Investment Advisory Agreement
between
Maxim Series Fund, Inc.
and
The Great-West Life Assurance Company
The following amendments are made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, March 20, 1985, July 25, 1985, October
16, 1985, July 29, 1987, May 1, 1992,
December 1, 1992 and December 1, 1993 (the
"Agreement"), and are hereby incorporated
into and made a part of the Agreement:
1. Article II, Section A is amended by
deleting the existing language and
substituting the following:
As compensation for its services to the
Fund, the Adviser receives monthly
compensation at the annual rate of 0.46%
of the average daily net assets of the
Money Market Portfolio; 0.50% of the
average daily net assets of the Zero-
Coupon Treasury Portfolio; 0.53% of the
average daily net assets of the Maxim
Vista Growth & Income Portfolio; 0.60%
of the average daily net assets of each
of the Bond Portfolio, the Investment
Grade Bond Portfolio, the U.S.
Government Securities Portfolio, the
Total Return Portfolio, the Stock Index
Portfolio, the U.S. Governmental
Mortgage Securities Portfolio, the
Small-Cap Index Portfolio, the Growth
Index Portfolio and the Value Index
Portfolio; 0.80% of the average daily
net assets of the Maxim T. Rowe Price
Equity/Income Portfolio; 0.90% of the
average daily net assets of the
Corporate Bond Portfolio; 0.95% of the
average daily net assets of each of the
Mid-Cap Portfolio and the Maxim INVESCO
Small-Cap Growth Portfolio; and 1.00% of
the average daily net assets of each of
the Small-Cap Value Portfolio, the Maxim
INVESCO ADR Portfolio, the Foreign
Equity Portfolio, the Small-Cap
Aggressive Growth Portfolio and the
International Equity Portfolio.
2. Article II, Section B is amended by
deleting the existing language and
substituting the following:
Except with respect to the Portfolios
indicated below, the Adviser shall be
responsible for all expenses incurred in
performing the services set forth in
this Agreement and all other expenses,
and the Fund shall pay only
extraordinary expenses, including the
cost of litigation.
With respect to the Small-Cap Value, the
Mid-Cap, Small-Cap Aggressive Growth,
Foreign Equity, Maxim T. Rowe Price
Equity/Income, Maxim INVESCO Small-Cap
Growth, Maxim INVESCO ADR and the
International Equity Portfolios:
(a) The Adviser shall be responsible
for all of its expenses incurred in
performing the services set forth
in Article I hereunder. Such
expenses include, but are not
limited to, costs incurred in
providing investment advisory
services; compensating and
furnishing office space for
officers and employees of the
Adviser connected with investment
and economic research, trading, and
investment management of the Fund;
and paying all fees of all
directors of the Fund who are
affiliated persons of the Adviser
or any of its subsidiaries.
(b) The Fund pays all other expenses
incurred in its operation and all
of its general administrative
expenses, including, but not
limited to, redemption expenses,
expenses of portfolio transactions,
shareholder servicing costs,
pricing costs (including the daily
calculation of net asset value),
interest, charges of the custodian
and transfer agent, if any, cost of
auditing services, directors' fees,
legal expenses, state franchise and
other taxes, expenses of
registering the shares under
Federal and state securities laws,
Securities and Exchange Commission
fees, advisory fees, insurance
premiums, costs of maintenance of
corporate existence, investor
services (including allocable
personnel and telephone expenses),
cost of printing proxies, stock
certificates, costs of corporate
meetings, and any extraordinary
expenses, including litigation
costs. Accounting services are
provided for the Fund by the
Adviser and the Fund shall
reimburse the Adviser for its costs
in connection therewith.
3. Article II, Section C, is amended by
deleting the existing language and
substituting the following:
Notwithstanding the second paragraph of
Section B, above, with respect to the
following Portfolios of the Fund, the
Adviser shall pay Expenses which exceed
an annual rate of: 1.35% of the average
daily net assets of the Small-Cap Value
Portfolio; 1.10% of the average daily
net assets of the Mid-Cap and Maxim
INVESCO Small-Cap Growth Portfolios;
1.30% of the average daily net assets of
the Small-Cap Aggressive Growth
Portfolio; 0.95% of the Maxim T. Rowe
Price Equity/Income Portfolio; 1.50% of
the Maxim INVESCO ADR, Foreign Equity
and International Equity Portfolios.
For purposes of this Section C,
"Expenses" with respect to a Portfolio
shall mean the sum of (a) the investment
advisory fee described in Section A,
above, for such Portfolio, and (b)
expenses to be paid directly by the
Fund, as described in clause (b) of the
second paragraph of Section B, above,
with respect to such Portfolio.
IN WITNESS WHEREOF, the parties hereto
have caused this amending agreement to be
executed in duplicate, in their names and on
their behalf by and through their duly
authorized officers as of the 31st day of
October, 1994.
MAXIM SERIES FUND, INC.
Attest: /s/ Beverly A. Byrne By: /s/ Dennis
Low President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
Attest: /s/ Beverly A. Byrne By: /s/ John
T. Hughes Senior Vice President, Chief
Investment Officer
(U.S.
Operations)
Amendments to
Investment Advisory Agreement
between
Maxim Series Fund, Inc.
and
The Great-West Life Assurance Company
The following amendments are made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, March 20, 1985, July 25, 1985, October
16, 1985, July 29, 1987, May 1, 1992,
December 1, 1992, December 1, 1993 and
October 31, 1994 (the "Agreement"), and are
hereby incorporated into and made a part of
the Agreement:
Article II, Section A is amended by
deleting the existing language and
substituting the following:
As compensation for its services to the
Fund, the Adviser receives monthly
compensation at the annual rate of 0.46%
of the average daily net assets of the
Money Market Portfolio; 0.50% of the
average daily net assets of the Zero-
Coupon Treasury Portfolio; 0.53% of the
average daily net assets of the Maxim
Vista Growth & Income Portfolio; 0.60%
of the average daily net assets of each
of the Bond Portfolio, the Investment
Grade Bond Portfolio, the U.S.
Government Securities Portfolio, the
Total Return Portfolio, the Stock Index
Portfolio, the U.S. Governmental
Mortgage Securities Portfolio, the
Small-Cap Index Portfolio, the Growth
Index Portfolio, the Value Index
Portfolio and the Short-Term Maturity
Bond Portfolio; 0.80% of the average
daily net assets of the Maxim T. Rowe
Price Equity/Income Portfolio; 0.90% of
the average daily net assets of the
Corporate Bond Portfolio; 0.95% of the
average daily net assets of each of the
Mid-Cap Portfolio and the Maxim INVESCO
Small-Cap Growth Portfolio; and 1.00% of
the average daily net assets of each of
the Small-Cap Value Portfolio, the Maxim
INVESCO ADR Portfolio, the Foreign
Equity Portfolio, the Small-Cap
Aggressive Growth Portfolio and the
International Equity Portfolio.
IN WITNESS WHEREOF, the parties hereto
have caused this amending agreement to be
executed in duplicate, in their names and on
their behalf by and through their duly
authorized officers as of the 31st day of
July, 1995.
MAXIM SERIES FUND, INC.
Attest: /s/ Beverly A. Byrne
By:/s/ Dennis Low
THE GREAT-WEST LIFE
ASSURANCE COMPANY
Attest: /s/ D.C. Lennox
By:/s/ John T. Hughes Senior Vice President, Chief
Investment Officer
(U.S.
Operations)
Amendments to
Investment Advisory Agreement
between
Maxim Series Fund, Inc.
and
The Great-West Life Assurance Company
The following amendments are made to the
Investment Advisory Agreement dated April 1,
1982, as amended January 18, 1983, August 22,
1984, March 20, 1985, July 25, 1985, October
16, 1985, July 29, 1987, May 1, 1992,
December 1, 1992, December 1, 1993, October
31, 1994, July 31, 1995, and March 1, 1996
(the "Agreement"), and are hereby
incorporated into and made a part of the
Agreement:
Article II, Section A is amended by
deleting the existing language and
substituting the following:
As compensation for its services to the
Fund, the Adviser receives monthly
compensation at the annual rate of 0.46%
of the average daily net assets of the
Money Market Portfolio; 0.50% of the
average daily net assets of the Zero-
Coupon Treasury Portfolio; 0.53% of the
average daily net assets of the Maxim
Vista Growth & Income Portfolio; 0.60%
of the average daily net assets of each
of the Bond Portfolio, the Investment
Grade Bond Portfolio, the U.S.
Government Securities Portfolio, the
Total Return Portfolio, the Stock Index
Portfolio, the U.S. Governmental
Mortgage Securities Portfolio, the
Small-Cap Index Portfolio, the Growth
Index Portfolio, the Value Index
Portfolio and the Short-Term Maturity
Bond Portfolio; 0.80% of the average
daily net assets of the Maxim T. Rowe
Price Equity/Income Portfolio; 0.90% of
the average daily net assets of the
Corporate Bond Portfolio; 0.95% of the
average daily net assets of each of the
Mid-Cap Portfolio and the Maxim INVESCO
Small-Cap Growth Portfolio; and 1.00% of
the average daily net assets of each of
the Maxim INVESCO Balanced Portfolio,
Small-Cap Value Portfolio, the Maxim
INVESCO ADR Portfolio, the Foreign
Equity Portfolio, the Small-Cap
Aggressive Growth Portfolio and the
International Equity Portfolio.
IN WITNESS WHEREOF, the parties hereto
have caused this amending agreement to be
executed in duplicate, in their names and on
their behalf by and through their duly
authorized officers as of the 21st day of
August, 1996.
MAXIM SERIES FUND,
INC.
Attest: By:
President
THE GREAT-WEST LIFE
ASSURANCE COMPANY
Attest: By:
Senior Vice
President,
Chief Investment
Officer
(U.S. Operations)
EXHIBIT 5 (b)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (herein "the
Agreement" or "this Agreement") made this 1st
day of November, 1994 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 Small-Cap Growth
Portfolio and the Maxim Invesco ADR Portfolio
of the Fund ("the Portfolios"), 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
Portfolios 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 Portfolios,
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 Portfolios 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 Portfolios, 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
Portfolios;
(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
Portfolios for approval,
modification, or rejection by the
Board;
(c) seek out specific
investment opportunities for the
Portfolios, 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 Portfolios, 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 Portfolios, 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 Portfolios;
(f) communicate as
appropriate to the Adviser the
purchases and sales within the
Portfolios;
(g) arrange with the
applicable broker or dealer at the
time of the purchase or sale of
investments or other assets of the
Portfolios 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 Portfolios;
(i) maintain all required
records, memoranda, instructions or
authorizations relating to the
acquisition or disposition of
investments or other assets of the
Portfolios;
(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 Portfolios and
which are incurred as a result of
providing investment management
services to the Portfolios;
(k) vote all shares held by the
Portfolios.
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 Portfolios.
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 Portfolios 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 the
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 Portfolios, as described in
Article II of this Agreement, based on an
annual percentage of the assets of the
Portfolios (the "NAV Fee") as set forth
below:
Maxim Invesco Maxim Invesco
Small-Cap Growth
ADR
Annual Fee Assets
Annual Fee Assets
.55% first $25 million .55% first $50 million
.50% next $50 million .50% next $50 million
.40% next $25 million .40% over $100 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 Portfolios during
each month, calculated as set forth in the
then current 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 Portfolios).
As described in the GWL Agreement, the
Fund and/or the Adviser pays all other
expenses incurred in the operation of the
Portfolios and all of its general
administrative expenses.
ARTICLE IV
Portfolio Transactions and Brokerage
The Sub-adviser agrees to determine the
securities to be purchased or sold by the
Portfolios, 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 Portfolios and will use its best
efforts to obtain the most favorable net
results and execution of the Portfolios'
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 commission 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 Portfolios 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 Portfolios 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 Portfolios 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 Portfolios 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
Portfolios 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 Portfolios 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
Portfolios, 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 Portfolios,
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
Portfolios; 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
Portfolios 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 affiliated 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 Portfolios 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
Portfolios.
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 against 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 or 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
Adviser 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
Portfolios, 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/ R.K.
Shaw
Address: 8515 East
Orchard Road
Englewood,
CO 80111
Attn:
General Counsel
Witness: INVESCO TRUST
COMPANY
/s/ Glen A. Payne By: /s/ R.
Dalton Sims
Address: 7800 E.
Union Ave., Suite 800
Denver, CO
80237
Attn:
General Counsel
Witness: MAXIM SERIES FUND,
INC.
/s/ Beverly A. Byrne By: /s/ Dennis
Low
Address: 8515 East
Orchard Road
Englewood,
CO 80111
Attn:
Secretary
Amendment to
Sub-Advisory Agreement
among
Maxim Series Fund, Inc.
The Great-West Life Assurance Company
and
INVESCO Trust Company
The following amendment is made to the
Sub-Advisory Agreement dated November 1,
1994, by and between Maxim Series Fund, Inc.
(the "Fund"), The Great-West Life Assurance
Company (the "Adviser") and INVESCO Trust
Company (the "Sub-adviser") (the
"Agreement"), and are hereby incorporated
into and made a part of the Agreement:
1. The Sub-adviser will act as an investment
adviser to the Maxim INVESCO Small-Cap Growth
Portfolio, the Maxim INVESCO ADR Portfolio
and the Maxim INVESCO Balanced Portfolio (the
"Portfolios").
2. Article III, Section A is amended by
deleting the existing language and
substituting the following:
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 Portfolios, as described in
Article II of this Agreement, based on an
annual percentage of the assets of the
Portfolios (the "NAV Fee") as set forth
below:
Maxim INVESCO Maxim INVESCO Maxim INVESCO
Small-Cap Growth ADR Balanced
Annual Annual
Annual
Fee Assets Fee Assets Fee Assets
.55% first $25 million .55%
first $50 million .50% first $25
million
.50% next $50 million .50%
next $50 million .45% next $25
million
.40% next 25 million .40%
over $100 million .40% next $25
million
.35% over $100 million .35% over $100 million
IN WITNESS WHEREOF, the parties hereto
have caused this amending agreement to be
executed in duplicate, in their names and on
their behalf by and through their duly
authorized officers as of the 21st day of
August, 1996.
MAXIM SERIES
FUND, INC.
Attest: By:
President
THE GREAT-WEST
LIFE ASSURANCE COMPANY
Attest: By:
Senior
Vice President, Chief Investment Officer
(U.S.
Operations)
INVESCO TRUST
COMPANY
Attest: By:
EXHIBIT 11 (a)
CONSENT OF JORDEN BURT BERENSON & JOHNSON LLP
June 12, 1996
Maxim Series Fund, Inc.
8515 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
We consent to the use of our name under
the caption "Legal Counsel" in the Prospectus
contained in Post-Effective Amendment No. 46
to the Registration Statement on Form N-1A
(File No. 2-75503) filed by Maxim Series
Fund, Inc. with the Securities and Exchange
Commission under the Securities Act of 1933
and the Investment Company Act of 1940.
Very truly yours,
/s/ Jorden Burt
Berenson & Johnson LLP
JORDEN BURT BERENSON
& JOHNSON LLP
EXHIBIT 11(b)
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to us under the
caption "Independent Auditors" appearing in
the Prospectus which is included in Post-
Effective Amendment No. 46 to Registration
Statement No. 2-75503.
DELOITTE & TOUCHE LLP
Denver, Colorado
June 12, 1996
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