SCHEDULE 14A INFORMATION
811-3364
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
Maxim Series Fund, Inc.
(Name of Registrant as Specified in its Charter)
Beverly A. Byrne, Esquire
Jeffrey A. Engelsman, Esquire
The Great-West Life Assurance Company
8515 East Orchard Road
Englewood, CO 80111
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or per investment Company Act Rule 20a-
1(c).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of Each class of securities to which
transaction applies:
__________________________________________________
(2) Aggregate number of securities to which transaction
applies:
___________________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
____________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
MAXIM SERIES FUND, INC.
Executive Offices: 8515 East Orchard Road
Englewood, Colorado 80111
Mailing Address: P.O. Box 1700
Denver, Colorado 80201
April 23, 1996
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF MAXIM SERIES FUND, INC.:
You are hereby notified that pursuant to the Bylaws of Maxim
Series Fund, Inc. ("the Fund"), the 1996 Annual Meeting of its
Shareholders ("the Meeting") will be held at 8515 E. Orchard Road,
Englewood, Colorado on Tuesday, April 23, 1996 at 9:30 a.m. for the
following purposes:
1. To elect five directors to serve for the ensuing year;
2. To ratify or reject the selection of Deloitte & Touche, LLP
as independent auditors of the Fund for its fiscal year ending
December 31, 1996; and
3. To transact any other business which may properly come
before the Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on
February 29, 1996 as the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting or
any adjournment thereof.
You are invited to attend the Meeting. Shareholders who do not
expect to attend the Meeting in person are requested to complete,
date and sign the enclosed form of Proxy and return it promptly in
the envelope provided for that purpose. The enclosed Proxy is being
solicited by the Board of Directors of the Fund.
By Order of the Board of Directors
/s/ Ruth B. Lurie
Ruth B. Lurie
Secretary
March 15, 1996
<PAGE>
PROXY STATEMENT
MAXIM SERIES FUND, INC.
Executive Offices: 8515 East Orchard Road
Englewood, Colorado 80111
Mailing Address: P.O. Box 1700
Denver, Colorado 80201
April 23, 1996
1996 ANNUAL MEETING OF SHAREHOLDERS
Introduction
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Maxim Series
Fund, Inc. ("the Fund"), a Maryland corporation, to be voted at the
1996 Annual Meeting of Shareholders of the Fund ("the Meeting"), to
be held at 8515 E. Orchard Road, Englewood, Colorado, on Tuesday,
April 23, 1996 at 9:30 a.m. It is anticipated that the approximate
mailing date of this Proxy Statement will be March 15, 1996.
The Board of Directors has fixed the close of business on
February 29, 1996 as the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting and
at any adjournment thereof (the "Record Date"). The Fund presently
consists of twenty-one Portfolios, each of which issues a separate
class of common stock, par value $.10 per share. Holders of common
stock of each Portfolio on the Record Date will be entitled to one
vote for each share held (and fractional vote corresponding to any
fractional shares), with no shares having cumulative voting rights.
As of February 29, 1996, the Fund had 291,427,819.65 outstanding
shares of the Money Market Portfolio; 66,624,430.80 shares of the
Bond Portfolio; 364,254,036.68 shares of the Stock Index Portfolio;
60,368,197.60 shares of the U.S. Government Securities Portfolio;
43,379,583.11 shares of the Total Return Portfolio; 73,091,850.04
shares of the Investment Grade Corporate Bond Portfolio;
111,338,908.21 shares of the U.S. Government Mortgage Securities
Portfolio; 48,124,973.17 shares of the Small-Cap Index Portfolio;
35,168,954.25 shares of the Growth Index Portfolio; 56,735,411.37
shares of the Value Index Portfolio; 116,178,454.82 shares of the
Mid-Cap Portfolio; 21,320,508.80 shares of the Small-Cap Value
Portfolio; 53,276,740.26 shares of the International Equity
Portfolio; 45,107,016.68 shares of the Corporate Bond Portfolio;
47,106,375.56 shares of the Maxim Vista Growth & Income Portfolio;
6,385,391.85 shares of the Maxim INVESCO Small-Cap Growth
Portfolio; 2,749,169.09 shares of the Maxim INVESCO ADR Portfolio;
12,428,230.78 shares of the Maxim T. Rowe Price Equity/Income
Portfolio; 26,041,594.74 shares of the Small-Cap Aggressive Growth
Portfolio; 20,399,666.95 shares of the Short-Term Maturity Bond
Portfolio and 65,175,680.04 shares of the Foreign Equity Portfolio.
The shares of the Fund are sold to Maxim Series Account,
FutureFunds Series Account, and Retirement Plan Series Account of
Great-West Life & Annuity Insurance Company ("GWL&A") to fund the
benefits under variable annuity contracts ("the Contracts") issued
by GWL&A. Shares of the Fund are also sold to Pinnacle Series
Account of GWL&A to fund benefits under variable life contracts
(also "Contracts") issued by GWL&A. The four series accounts are
hereinafter referred to as "the Series Accounts". The parent of
GWL&A, The Great-West Life Assurance Company ("Great-West"),
provided initial capital to the Fund. Great-West held, as of
February 29, 1996, 3,599,822.89 shares of the Short-Term Maturity
Bond Portfolio, 5,213,693.86 shares of the Small-Cap Index
Portfolio, 496,471.01 shares of the Growth Index Portfolio,
2,721,377.41 shares of the Small-Cap Value Portfolio, 2,087,320.82
shares of the Maxim INVESCO Small-Cap Growth Portfolio;
2,028,363.85 shares of the Maxim INVESCO ADR Portfolio; and
2,084,048.32 shares of the Maxim T. Rowe Price Equity/Income
Portfolio. As of February 29, 1996, Great-West did not hold any
shares of the other Portfolios.
The investment adviser to the Fund is Great-West, 8515 E.
Orchard Road, Englewood, Colorado 80111.
In accordance with its view of present applicable law, shares
attributable to each of the Portfolios held in the Series Accounts
will be voted based on instructions received from the owners of
Contracts ("Contractowners") having on the Record Date a voting
interest in the corresponding Investment Divisions of the Series
Accounts. The number of votes which a Contractowner has the right
to cast will be determined by applying his/her percentage interest
in an Investment Division to the total number of votes attributable
to the Investment Division. In determining the number of votes,
fractional shares will be recognized. Fund shares held in an
Investment Division as to which no timely instructions are received
will be voted by GWL&A in proportion to the voting instructions
which are received with respect to all Contracts participating in
that Investment Division. Voting instructions to abstain on any
item to be voted upon will be applied on a pro rata basis to reduce
the votes eligible to be cast. In connection with the solicitation
of such instructions from such Contractowners, it is understood and
expected that GWL&A will furnish a copy of this Proxy Statement to
Contractowners. Great-West will pay the expenses of this proxy
solicitation.
A proxy may be revoked at any time before it is exercised by
filing with the Secretary of the Fund an instrument of revocation
or a duly executed proxy bearing a later date. A proxy may also be
revoked by attending the Annual Meeting of Shareholders and voting
in person. Attendance at the Annual Meeting of Shareholders will
not in and of itself constitute the revocation of a proxy.
Management of the Fund knows of no other business, other than
mentioned in items 1 and 2 of the Notice of Meeting, which will be
presented for consideration at the Meeting. If any other matter is
properly presented, it is the intention of the persons named in the
enclosed Proxy to vote in accordance with their best judgment.
Proposal<PAGE>
Summary Eligible Voters 1. Election of
Directors<PAGE>
A proposal
regarding the
election of the
members of the
Board of Directors
of Maxim Series
Fund, Inc. to serve
until their
successors are
elected and
qualified.<PAGE>
Contractholders
having an interest
in an investment
option
corresponding to a
Portfolio of Maxim
Series Fund.<PAGE>
2. Ratification of
Auditors<PAGE>
A proposal
regarding the
ratification of the
selection of
Deloitte & Touche,
LLP ("Deloitte &
Touche") as
independent
auditors for Maxim
Series Fund, Inc.
for the fiscal year
ending December 31,
1996.<PAGE>
Contractholders
having an interest
in an investment
option
corresponding to a
Portfolio of Maxim
Series Fund.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, five Directors will be elected to serve until
the next Annual Meeting of Shareholders and until their successors
are elected and qualified. It is the intention of the persons named
in the enclosed Proxy to nominate and vote in favor of the election
of the persons listed below.
In accordance with the Bylaws of the Fund, there shall be five
Directors, all of whom shall be elected to one year terms. Each
nominee listed below has consented to serve as a Director. The
Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such
unavailability, the Proxies received will be voted for such
substitute nominees as the board of Directors may recommend.
<PAGE>
The following information is furnished with respect to the
nominees:
Name and Address Principal Occupation Age Director
of Nominee During the Last 5 Years Since
Rex Jennings President Emeritus, Denver71 1988
12510 E. Evans Circle, #CMetro Chamber of Commerce
Aurora, Colorado 80014 (since 1987)
Dennis Low* Executive Vice-President,52 1991
3862 Christy Ridge Road Financial Services, of the
Sedalia, Colorado 80135 Investment Adviser (since 1991);
Executive Vice-President,
Financial Services of GWL&A
(since 1991); Senior Vice-President,
Individual, U.S. of the Investment
Adviser (1987-1990)
James D. Motz* Senior Vice-President, 46 1994
5037 E. Nichols Place Employee Benefits, of the
Littleton, Colorado 80122Investment Adviser (since 1991);
Senior Vice-President,
Employee Benefits of GWL&A (since 1992);
Vice-President, Group, U.S.,
of the Investment Adviser (1983-1990)
Sanford Zisman Attorney, Zisman & 56 1982
3773 Cherry Creek Drive N. Ingraham, P.C.
Suite 250
Denver, Colorado 80209
Richard P. Koeppe, Ph.D. Retired Superintendant, 64 1987
8679 E. Kenyon Avenue Denver Public Schools
Englewood, Colorado 80017
*Interested person, as defined in the Investment Company Act
of 1940, of the Fund.
Committees and Board of Directors Meetings
The Board of Directors has a standing Audit Committee, which
consists, and which after the election of the above named nominees
as Directors is expected to consist, of the three Directors who are
not "interested persons" of the Fund within the meaning of the
Investment Company Act of 1940. The Committee will be made up of
Rex Jennings, Richard P. Koeppe and Sanford Zisman if each is
elected. The purpose of the Audit Committee is, on behalf of the
Board of Directors, to review financial statements, audit results,
internal controls, and other financially oriented Fund activities,
and to monitor the exercise of management and external auditor
responsibilities. During 1995, the Audit Committee held one
meeting.
The Board of Directors has a standing Executive Committee
which consists of the two Directors who are "interested persons" of
the Fund. The purpose of the Executive Committee is to exercise, as
required, the powers and authority of the Board of Directors,
within certain limitations as prescribed in the Bylaws of the Fund.
During 1995, the Board of Directors held five meetings. Mr.
Low attended fewer than 75% of the Board of Directors meetings. No
other Director attended fewer than 75% of the aggregate of the
Board of Directors meetings and Committee meetings as applicable to
him.
Interested Persons
The Fund considers Mr. Low and Mr. Motz each to be an
interested person of the Fund within the meaning of Section
2(a)(19) of the Investment Company Act of 1940. Mr. Low is
Executive Vice-President, Financial Services, U.S., of the
Investment Adviser and of GWL&A. Mr. Motz is Senior Vice-President,
Employee Benefits, U.S., of the Investment Adviser and of GWL&A.
Compensation
The Investment Adviser pays all compensation of officers and
employees of the Fund as well as the fees of all Directors of the
Fund who are affiliated persons of Great-West or its subsidiaries.
The Fund pays the disinterested Directors, and during 1995 paid
each of the three disinterested Directors $800 per meeting attended
and paid all of the actual out-of-pocket expenses of such Directors
relating to attendance at meetings, as well as an annual retainer
of $2,500 in two equal installments. Such fees and expenses
aggregated $19,500.00 for the period from January 1, 1995 to
December 31, 1995.
Officers of the Fund
The following information is furnished with respect to the
officers of the Fund:
Name and Office Principal Occupation Age Officer
with the Fund During the Last 5 Years Since
Dennis Low* Executive Vice-President, 52 1994
President Financial Services, of the
Investment Adviser (since 1991);
Executive Vice-President,
Employee Benefits of GWL&A
(since 1992); Senior Vice-President,
Individual, U.S., of the Investment
Adviser (1987-1990)
Glen R. Derback Vice-President, Financial 44 1985
Treasurer Control of the Investment Adviser (since 1984)
Ruth B. Lurie Vice-President and 55 1988
Secretary Counsel (U.S.) of the
Investment Adviser (since 1988)
Mark J. Pavlik Manager, Financial Control of 35 1991
Controller the Investment Adviser (since July 1991);
Associate Manager, Financial
Accounting and Control of the
Investment Adviser (1989-1993)
Bruce A. Burrey Assistant Vice-President, 48 1983
Assistant ControllerAccounting Services of the
Investment Adviser (since 1984)
Beverly A. Byrne Assistant Counsel of the 40 1988
Assistant Secretary Investment Adviser (since 1993); Attorney with
the Investment Adviser (1988-1993)
Stock Ownership
In 1995, none of the Directors or Officers of the Fund made
any purchases or sales of the outstanding common stock of the Fund,
its parents, subsidiaries, investment adviser or parents or
subsidiaries of the investment adviser.
Vote Required
In order to approve this Proposal, the affirmative vote of the
holders of a majority of the outstanding shares of the Fund is
required. 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 that 50% of the outstanding
shares are represented or (ii) more than 50% of the outstanding
shares.
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of
the Directors who are not interested persons of the Fund, has
selected the firm of Deloitte & Touche, independent auditors, to
examine the financial statements of the Fund for the fiscal year
ending December 31, 1996. The Fund knows of no direct or indirect
financial interest of such firm in the Fund. Such appointment is
subject to ratification or rejection by the shareholders of the
Fund. Unless a contrary specification is made, the accompanying
Proxy will be voted in favor of ratifying the selection of Deloitte
& Touche.
<PAGE>
Deloitte & Touche also acts as independent auditors for The
Great-West Life Assurance Company and all of its subsidiaries and
for the other investment company (Great-West Variable Annuity
Account A) for which Great-West acts as investment adviser. Audit
services performed by Deloitte & Touche during the fiscal year most
recently completed included examinations of the financial
statements of the Fund, services related to filings with the
Securities and Exchange Commission, and consultation on matters
related to accounting and financial reporting. Representatives of
Deloitte & Touche are not expected to be present at the Meeting.
Vote Required
In order to approve this Proposal, the affirmative vote of the
holders of a majority of the outstanding shares of the Fund is
required. 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 that 50% of the outstanding
shares are represented or (ii) more than 50% of the outstanding
shares.
The Board of Directors, including the independent directors,
recommends a vote FOR.
ADDITIONAL INFORMATION
Distribution Arrangements
On April 1,1982 the Fund entered into a Share Purchase
Agreement with GWL&A with respect to the sale of the Fund's shares
to Maxim Series Account of GWL&A. On April 1,1984 the Fund entered
into a Share Purchase Agreement with GWL&A with respect to the sale
of the Fund's shares to FutureFunds Series Account of GWL&A. On
July 1, 1985 the Fund entered into a Share Purchase Agreement with
GWL&A with respect to the sale of the Fund's shares to Pinnacle
Series Account. On May 1, 1995, the Fund entered into a Share
Purchase agreement with GWL&A with respect to the sale of the
Fund's shares to Retirement Plan Series Account of GWL&A. Such
shares are and will be sold at their respective net asset values
and therefore will involve no sales charge. The Share Purchase
Agreements continue in effect until terminated by the mutual
written consent of the parties.
Shareholder Proposals
If a shareholder intends to present a proposal at the 1997
Annual Meeting of Shareholders of the Fund and desires to have the
proposal included in the Fund's Proxy Statement and Form of Proxy
for that meeting, the shareholder must deliver the proposal to the
offices of the Fund by December 1, 1996. The expense of preparing,
printing and mailing of the enclosed Form of Proxy and accompanying
Notice and Proxy Statement will be borne by the Fund.
<PAGE>
The Fund will furnish, without charge, a copy of 1995 annual report
and the June 30, 1995 semi-annual report upon request to: Ms.
Teddy Beckman, 8515 E. Orchard Road, Englewood, CO 80111; (800)
537-2033, ext. 4538.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ruth B. Lurie
Ruth B. Lurie
Secretary
March 15, 1996
<PAGE>
PROXY
MAXIM SERIES FUND, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS APRIL 23, 1996
The undersigned hereby appoints Ruth B. Lurie, Beverly A. Byrne, Glen R.
Derback, or any one of them, with full power of substitution to each, to be the
attorneys and proxies of the undersigned at the Annual Meeting of Shareholders
of Maxim Series Fund to be held at 8515 E. Orchard Rd., Englewood, Colorado, at
9:30 a.m. on April 23, 1996 and at any adjournment thereof, and to represent and
direct the voting interest represented by the undersigned as of February 29,
1996, upon the proposals below and as set forth in the Notice of Annual Meeting
and Proxy Statement for such meeting.
1) FOR ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS OF MAXIM SERIES
FUND, INC. to serve until their successors are elected and qualified.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote
below (except as marked for all nominees listed
to the contrary below) below
(The Board of Directors recommends a vote FOR)
(INSTRUCTION: To withhold authority to vote for any individual nominee
mark the box next to the nominee's name below)
[ ] R.P. Koeppe [ ] R. Jennings [ ] D. Low
[ ] J.D. Motz [ ] S. Zisman
2) PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE, LLP as the
independent auditors for Maxim Series Fund, Inc. for the fiscal year
ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Board of Directors recommends a vote FOR)
3) In the Board of Directors' discretion, on such other business which
may properly come before the meeting or any adjournment thereof.
This Proxy will be voted, and voted as specified. IF NO SPECIFICATIONS ARE
MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Dated: , 1996
(Signature of Shareholder)
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER (CONTRACTOWNER)
AT ANY TIME PRIOR TO THE ANNUAL MEETING.
PLEASE SIGN AND DATE YOUR PROXY AND RETURN IT PROMPTLY IN
THE ACCOMPANYING ENVELOPE.
