SCHEDULE 14A INFORMATION
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
Maxim Series Fund, Inc.
(Name of Registrant as Specified in Its Charter)
Maxim Series Fund, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
Title of each class of securities to which transaction
applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
Proposed maximum aggregate value of transaction:
Total fee paid:
* Set forth the amount on which the filing is calculated
and state how it was determined.
[ ] Fee paid previously with preliminary materials
[ ] 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.
Amount previously paid:
Form, Schedule or Registration Statement No.:
Filing Party:
Date Filed:
<PAGE>
MAXIM SERIES FUND, INC.
8515 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
March 21, 1997
Participants and Contract Owners of
FutureFunds Series Account, Pinnacle
Series Account, Maxim Series Account
and Retirement Plan Series Account
Dear Participants and Contract Owners:
Enclosed you will find proxy solicitation materials for the annual
meeting of shareholders of
Maxim Series Fund, Inc. (the "Fund"). As you know, your variable
annuity contract or
variable life policy, issued by Great-West Life & Annuity Insurance
Company ("GWL&A"),
is funded in part by purchase of shares of the Fund. You have the
right under the contract
to direct GWL&A as to the voting of a proportionate number of Fund
shares consistent with
the value of your variable contract.
There are four proposals which you are being asked to consider.
Proposals 1 and 2 affect
all participants and contractowners.
Proposal 3 affects only the participants contractowners with
allocations to the Foreign Equity
Portfolio as of February 28, 1997 and Proposal 4 affects only the
participants and
contractowners with allocations to the MidCap Portfolio as of
February 28, 1997. As
explained in the enclosed proxy material, only those Participants
and Contract Owners with
an investment corresponding to these Portfolios may vote on these
matters.
We urge you to complete the enclosed proxy form and return it as
promptly as possible.
Please be sure to sign the proxy cards as we cannot count your vote
if the proxy card is
unsigned.
Sincerely,
Ruth B. Lurie
Secretary
<PAGE>
PROXY
MAXIM SERIES FUND, INC.
PROXY for ANNUAL MEETING OF SHAREHOLDERS APRIL 22, 1997
The undersigned hereby appoints R.B. Lurie, B.A. Byrne or G.R.
Derback, or any 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, Inc. to be held at 8515 E.
Orchard Rd., Englewood, Colorado, at
10:00 a.m. on April 22, 1997 and at any adjournment thereof, and to
represent and cast the votes held
on record by the undersigned on February 28, 1997, upon the
proposals below and as set forth in the
Notice of Special Meeting and Proxy Statement for such meeting.
1. 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 below (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below
(INSTRUCTION: To withhold authority for any individual
nominee, mark the box next to the
nominee's name below.)
[ ] R. P. Koeppe [ ] R. Jennings [ ] J.D. Motz
[ ] D.L. Wooden [ ] 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, 1997.
[ ] FOR
[ ] AGAINST [ ] ABSTAIN
(The Board of Directors recommends a vote FOR)
3. PROPOSAL TO APPROVE OR DISAPPROVE THE SUB-ADVISORY
AGREEMENT for the
Foreign Equity Portfolio.
[ ] FOR
[ ] AGAINST [ ] ABSTAIN
(The Board of Directors recommends a vote FOR)
4. PROPOSAL TO APPROVE OR DISAPPROVE THE AMENDMENT TO THE
SUB-ADVISORY
AGREEMENT for the MidCap Portfolio.
[ ] FOR
[ ] AGAINST [ ] ABSTAIN
(The Board of Directors recommends a vote FOR)
5. 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 as specified. IF NO SPECIFICATIONS ARE
MADE, THIS PROXY WILL BE
VOTED AS STATED IN THE PROXY STATEMENT. THIS PROXY IS SOLICITED ON
BEHALF OF THE
BOARD OF DIRECTORS.
Dated: , 1997
(Signature of Shareholder)
This Proxy may be revoked by the Shareholder (Contractowner) at any
time prior to the Special Meeting.
Please sign and date your Proxy and return
promptly in the accompanying envelope.
<PAGE>
MAXIM SERIES FUND, INC.
Executive Offices: 8515 East Orchard Road
Englewood, Colorado 80111
Mailing Address: P.O. Box 1700
Denver, Colorado 80201
NOTICE OF 1997 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
1997 Annual Meeting of its Shareholders ("the Meeting") will be
held at 8515 E. Orchard Road,
Englewood, Colorado on Tuesday, April 22, 1997 at 10:00 a.m.
Mountain Daylight Time 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, 1997;
3. For shareholders of the Foreign Equity Portfolio only:
To consider and act upon a proposal
to change the sub-adviser to the Foreign Equity
Portfolio;
4. For shareholders of the MidCap Portfolio only: To
consider and act upon a proposal to
change the fees paid to Janus Capital Corporation,
sub-adviser to the MidCap Portfolio;
5. 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 28, 1997 as the record date
for the determination of shareholders entitled to notice of and to
vote at the Meeting or any adjournment
thereof. Owners of certain variable annuity contracts issued by
Great-West Life & Annuity Insurance
Company are entitled to provide voting instructions with respect to
their proportionate interest in the
Portfolios of the Fund.
You are invited and encouraged 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
March 21, 1997 Ruth B. Lurie
Secretary
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE. PLEASE
INDICATE YOUR
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. DATE, SIGN AND
RETURN IT IN THE
ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. WE ASK YOUR COOPERATION IN
MAILING YOUR
PROXY CARD PROMPTLY.
<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 22, 1997
1997 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 1997
Annual Meeting of Shareholders of the Fund ("the Meeting"), to be
held at 8515 E. Orchard Road,
Englewood, Colorado, on Tuesday, April 22, 1997 at 9:30 a.m. It is
anticipated that the approximate
mailing date of this Proxy Statement will be March 21, 1997.
The Board of Directors has fixed the close of business on
February 28, 1997 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"). Owners of contracts
("Contractowners") issued through the
Series Accounts (as that term is defined below) by Great-West Life
& Annuity Insurance Company
("GWL&A") who have allocated contract value to one or more of the
Portfolios as of the Record Date will
be entitled to provide voting instructions with respect to their
proportionate interest (including fractional
interests) in each Portfolio. Shares of the Portfolios are sold to
the Maxim Series Account, FutureFunds
Series Account and Retirement Plan Series Account of GWL&A to fund
certain variable annuity contracts
issued by GWL&A. Shares are also sold to Pinnacle Series Account
to fund certain variable life insurance
contracts issued by GWL&A. The above-mentioned accounts of GWL&A
are hereinafter referred to as the
"Series Accounts." In addition, shares of the Portfolios are sold
to the Qualified Series Account
FutureFunds Series Account II of GWL&A and TNE Series (k) Account
to fund certain variable annuity
contracts issued by New England Life Insurance Company. Qualified
Series Account, FutureFunds Series
Account II and TNE Series (k) Account are not registered with the
Securities and Exchange Commission
and the vote of the owners of contracts issued through Qualified
Series Account, FutureFunds Series
Account II and TNE Series (k) Account are not being solicited.
The investment adviser to the Fund is G W Capital
Management, Inc. ("GWCMI") 8515 E. Orchard
Road, Englewood, Colorado 80111, a wholly owned subsidiary of
GWL&A.
Shares of the Portfolios are owned by the Series
Accounts, on behalf of Contractowners and by
The Great-West Life Assurance Company ("Great-West") who provided
initial capital to the Fund. 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 Contractowners who have allocated
contract value to one or more Portfolios as of the Record Date. The
number of votes which a
Contractowner has the right to cast will be determined by applying
his/her percentage interest in a
Portfolio (held through a Series Account) to the total number of
votes attributable to such Portfolio. In
determining the number of votes, fractional shares will be
recognized. Fund shares as to which no timely
instructions are received and Fund shares owned by Great-West,
Qualified Series Account FutureFunds
II Series Account and TNE Series (k) Account 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. A proxy may be revoked at any time
before it is voted by the furnishing of
a written revocation, properly executed, to the Fund's Secretary
before the Meeting or by attending the
meeting. In addition to the solicitation of proxies by mail,
proxies may be solicited by officers and
employees of the Fund or GWL&A or its agents or affiliates
personally or by telephone.
The following table indicates the Portfolios being
solicited with respect to the Proposals being
presented at the meeting:
Proposal
Summary
Eligible Voters
1. Election of Directors
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.
All Contractowners having an
interest in any investment
option corresponding to any
Portfolio of Maxim Series
Fund.
2. Ratification of Auditors
A proposal regarding the
ratification of the selection of
Deloitte & Touche as
independent auditors for
Maxim Series Fund, Inc. for the
fiscal year ending December
31, 1997.
All Contractowners having an
interest in any investment
option corresponding to any
Portfolio of Maxim Series
Fund.
3. Approval of changes
relating to the Foreign Equity
Portfolio
A proposal to change the sub-
adviser of the Foreign Equity
Portfolio.
Only Contractowners having
an interest in an investment
option corresponding to the
Foreign Equity Portfolio of
Maxim Series Fund.
4. Approval of changes
relating to the MidCap
Portfolio
A proposal to change the fees
paid to Janus Capital
Corporation, sub-adviser to the
MidCap Portfolio.
Only Contractowners having
an interest in an investment
option corresponding to the
MidCap Portfolio of Maxim
Series Fund.
If the enclosed form of proxy is duly executed and
returned in time to be voted at the Meeting,
and not subsequently revoked, all shares represented by the proxy
will be voted in accordance with the
instructions marked thereon. Approval of Proposals 1 and 2 must be
approved by a majority of the shares
present at the Meeting in person or by proxy and entitled to vote,
provided a quorum is present. Approval
of Proposals 3 and 4 requires the vote of a "majority of the
outstanding voting securities," within the
meaning of the Investment Company Act of 1940, as amended (the
"1940 Act"). The term "majority of
the outstanding voting securities" is defined under the 1940 Act to
mean: (a) 67% or more of the
outstanding shares present at a meeting of shareholders, if the
holders of more than 50% of the
outstanding shares are present or represented by proxy, or (b) more
than 50% of the outstanding shares,
whichever is less.
The Board may seek one or more adjournments of the
Meeting to solicit additional shareholders,
if necessary, to obtain a quorum for the Meeting, or to obtain the
required shareholder vote to approve
Proposals 1, 2, 3 and 4. An adjournment would require the
affirmative vote of the holders of a majority of
the shares present at the Meeting (or an adjournment thereof) in
person or by proxy and entitled to vote.
If adjournment is proposed in order to obtain the required
shareholder vote on a particular proposal, the
persons named as proxies will vote in favor of adjournment those
shares which they are entitled to vote
in favor of such proposal and will vote against adjournment those
shares which they are required to vote
against such proposal. A shareholder vote may be taken on one or
more of the proposals discussed
herein prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
The Fund and the Portfolios will pay no expenses
associated with this proxy solicitation. Such
expenses will be paid by GWCMI. Management of the Fund knows of no
other business, other than that
set forth in Proposals 1, 2, 3, and 4 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.<PAGE>
Beneficial Ownership
The Fund presently consists of twenty-two 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 the Record Date, no persons other than the Series
Accounts, Qualified Series Account, FutureFunds II Series Account,
TNE Series
(k) Account and Great-West were entitled to provide voting
instructions with respect to 5% or more of a Portfolio's
outstanding shares and the
Directors and executive officers of the Fund did not own any
Portfolio shares.
As of the Record Date, all of the shares of each
Portfolio were owned of record by either (1) Pinnacle Series
Account ("Pinnacle"), (2) Maxim
Series Account ("Maxim Account"), (3) FutureFunds Series Account
("FutureFunds"), (4) Retirement Plan Series Account ("Retirement
Plan"), (5)
Qualified Series Account ("Qualified"), (6) FutureFunds II Series
Account ("FutureFunds II"), (7) TNE Series (k) Account ("TNE (k)");
or (8) Great-West
who provided initial capital to the Fund. The number of shares
outstanding for each Portfolio of the Fund and shares of each
Portfolio held by
these respective entities are set forth below.
Portfolio
Total Aggregate
Shares
Pinnacle
Maxim
Account
FutureFunds
Retirement
Plan
Qualified
FutureFunds II
TNE (k)
Great-
West
Money Market
426,373,932
338,790
2,471,367
74,440,175
1,101,099
957,186
324,977,935
22,087,380
N/A
Bond
63,295,848
482,608
3,258,631
43,352,694
N/A
79,066
16,122,849
N/A
N/A
Investment Grade
Corporate Bond
78,890,759
N/A
N/A
N/A
233,483
320,799
72,259,798
6,076,679
N/A
Short-Term Maturity
Bond
41,760,038
N/A
N/A
N/A
38,496
N/A
34,198,590
5,326,976
2,195,976
U.S. Government
Securities
60,521,030
1,158,421
9,818,816
38,812,330
N/A
N/A
10,731,463
N/A
N/A
U.S. Government
Mortgage Securities
120,138,693
N/A
N/A
N/A
407,220
N/A
111,743,846
7,987,627
N/A
Total Return
48,255,699
248,880
3,609,384
4,127,821
679,295
N/A
37,903,324
1,686,995
N/A
Stock Index
405,745,260
629,893
7,191,764
159,059,143
1,673,027
2,376,848
226,983,998
7,830,587
N/A
Small-Cap Index
69,367,385
N/A
125,942
6,834,077
933,314
N/A
55,499,072
5,974,980
N/A
Growth Index
62,982,628
N/A
N/A
N/A
1,698,000
N/A
54,290,058
6,994,570
N/A
Value Index
92,323,809
N/A
N/A
N/A
1,394,800
N/A
80,102,407
10,826,602
N/A
MidCap
144,689,099
N/A
810,550
27,494,449
N/A
N/A
116,384,100
N/A
N/A
Small-Cap Value
31,862,354
N/A
16,760
610,099
444,773
N/A
5,535,008
3,668,852
1,586,862
Foreign Equity
78,775,583
N/A
N/A
N/A
445,695
N/A
68,340,616
9,989,272
N/A
Corporate Bond
80,523,158
N/A
141,146
7,057,055
457,783
N/A
64,049,726
8,817,448
N/A
Maxim Vista Growth
& Income
72,659,031
N/A
N/A
N/A
N/A
N/A
72,659,031
N/A
N/A
Maxim INVESCO
Small-Cap Growth
24,977,081
N/A
401,839
11,639,265
N/A
N/A
10,842,286
N/A
2,093,691
Maxim INVESCO
ADR
6,745,700
N/A
189,102
2,503,119
N/A
N/A
2,005,697
N/A
2,047,782
Maxim T. Rowe
Price Equity/Income
55,744,394
N/A
759,734
24,985,941
N/A
N/A
29,991,805
N/A
6,914
Small-Cap
Aggressive Growth
72,660,219
N/A
N/A
N/A
1,435,561
N/A
63,786,359
7,438,299
N/A
International Equity
77,971,873
N/A
N/A
28,971,911
N/A
N/A
48,999,962
N/A
N/A
Maxim INVESCO
Balanced
16,976,568
N/A
20,055
1,028,122
N/A
N/A
13,412,971
N/A
2,515,420
<PAGE>
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.
The following information is furnished with respect to
the nominees:
Name and Address of Nominee
Principal Occupation During the Last 5 Years
Age
Director Since
Rex Jennings
12510 E. Evans Circle, #C
Aurora , Colorado 80014
President Emeritus, Denver Metro Chamber of Commerce
(since 1987)
72
1988
Douglas L. Wooden*
5 Huntwick Lane
Englewood, Colorado 80110
Senior Vice-President,
Financial Services, of GWL&A
(since 1996); Senior
Vice-President, Financial Services
of Great-West (since 1996); Senior
Vice-President, Chief Financial
Officer of GWL&A (1990-1996); Senior
Vice-President, Chief Financial Officer
of Great-West (1990-1996)
40
1997
James D. Motz*
5037 E. Nichols Place
Littleton, Colorado 80122
Senior Vice-President,
Employee Benefits, of GWL&A
(since 1992); Senior Vice-President,
Employee Benefits of Great-West
(since 1991)
Sanford Zisman
3773 Cherry Creek Drive N
Suite 250
Denver, Colorado 80209
Attorney, Zisman & Ingraham, P.C
55
1982
Richard P. Koeppe
8679 E. Kenyon Avenue
Englewood, Colorado 80017
Retired Superintendent,
Denver Public Schools
65
1987
*"Interested person", as defined in the Investment Company Act of
1940, of the Fund.
<PAGE>
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 1996,
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 1996, the Board of Directors held six meetings. No
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. Motz and Mr. Wooden 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. Motz is Senior
Vice-President, Employee Benefits of Great-West and GWL&A. Mr.
Wooden is Senior Vice President,
Financial Services of Great-West and 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 1996 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 $7,500 in
two installments. Such fees and
expenses aggregated $26,850 for the period from January 1, 1996 to
December 31, 1996.
Officers of the Fund
The following information is furnished with respect to
the officers of the Fund:
Name and Office with the Fund
Principal Occupation During the Last 5 Years
Age
Officer Since
James D. Motz*
5037 E. Nichols Place
Littleton, Colorado 80122
Senior Vice-President, 47 1996
Employee Benefits, of GWL&A
(since 1992); Senior Vice-President,
Employee Benefits of Great-West
(since 1991)
47
1996
Glen R. Derback
Treasurer
Vice-President, Financial Control
of Great-West (since 1984); Vice
President, GWL&A (since 1981)
Ruth B. Lurie
Secretary
Vice-President and Counsel (U.S.)
of Great-West and GWL&A (since 1988)
56
1988
Bruce A. Burrey
Controller
Assistant Vice-President,
Financial Management, Financial
Services of Great-West and GWL&A
(since 1995); Assistant Vice-President,
Accounting Services of Great-West and
GWL&A (since 1984)
49
1983
Mark J. Pavlik
Assistant Controller
Manager, Financial Control of GWL&A
and Great-West (since July 1991)
36
1991
Beverly A. Byrne
Assistant Secretary
Assistant Counsel of GWL&A and Great-
West (since 1993); Attorney with
Great-West (1988-1993)
41
1988
Stock Ownership
In 1996, 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 affiliates of the
investment adviser.
Vote Required
In order to approve this Proposal, the affirmative vote
of the holders of a majority of the shares
present at the Meeting in person or by proxy and entitled to vote,
provided a quorum is present, is
required.
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
LLP, independent auditors, to examine
the financial statements of the Fund for the fiscal year ending
December 31, 1997. 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.
Deloitte & Touche also acts as independent auditors for
The Great-West Life Assurance Company
and all of its subsidiaries and for the other investment companies
for which GWCMI acts as investment
adviser, Great-West Variable Annuity Account A and Orchard Series
Fund. 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
shares present at the Meeting in person or by proxy and entitled to
vote, provided a quorum is present,
is required.
The Board of Directors, including the independent directors,
recommends a vote FOR.
PROPOSAL 3: CHANGE OF INVESTMENT SUB-ADVISOR OF FOREIGN EQUITY
PORTFOLIO
Background
GW Capital Management, Inc. ("GWCMI"), a Colorado
corporation, is the investment adviser to
the Fund pursuant to an investment advisory agreement dated
November 1, 1996 (the "Agreement")
which will remain in effect until April 10, 1997. While GWCMI is
at all times subject to the direction of the
Board of Directors of the Fund, the Agreement provides that GWCMI,
subject to the review of the Board
of Directors, is responsible for the actual day-to-day management
of the Fund and its Portfolios.
GWCMI is a wholly-owned subsidiary of Great-West Life &
Annuity Insurance Company
("GWL&A") which is a wholly-owned subsidiary of The Great-West Life
Assurance Company ("Great-
West"), a Canadian stock life insurance company. Great-West is a
99.4% owned subsidiary of Great-
West Lifeco Inc., which in turn is an 86.4% owned subsidiary of
Power Financial Corporation, Montreal,
Quebec. Power Corporation of Canada, a holding and management
company, has voting control of
Power Financial Corporation of Canada. Mr. Paul Desmarais, through
a group of private holding
companies, which he controls, has voting control of Power
Corporation of Canada.
GWCMI contractually delegated responsibility for the
day-to-day management of the Foreign
Equity Portfolio (the "Portfolio") to Draycott Partners, Ltd.
("Draycott"). Effective February 14, 1997, the
sub-advisory arrangement with Draycott was terminated by mutual
agreement among the Fund, GWCMI
and Draycott. Pursuant to the provisions of Rule 15a-4 of the
Investment Company Act of 1940 (the
"1940 Act"), Loomis, Sayles & Company, L.P. ("Loomis Sayles")
commenced acting as sub-adviser to
the Portfolio on an emergency temporary basis.
Proposal
It is proposed that Loomis Sayles be approved as the
permanent sub-adviser to the Portfolio.
Loomis Sayles is a Delaware limited partnership, registered as an
investment adviser with the Securities
and Exchange Commission. Its principal business address is One
Financial Center, Boston,
Massachusetts 02111. Loomis Sayles among other funds, also manages
the Loomis Sayles International
Equity Fund and the New England International Fund and serves as
the sub-adviser of the Small-Cap
Aggressive Growth and Corporate Bond Portfolios of the Fund.
The material terms and provisions of the sub-advisory
agreement with Draycott are the same, in
all substantive respects, as those to which Loomis Sayles currently
is and will continue to be subject if
the proposed sub-advisory agreement with Loomis Sayles for the
Portfolio is proposed.
The compensation paid both to GWCMI and Loomis Sayles
with respect to the Portfolio remains
unchanged. As compensation for its services to the Fund, GWCMI
receives monthly compensation at the
annual rate of 1.00% of the average daily net assets of the
Portfolio. GWCMI pays all compensation of,
and furnishes office space for, officers and employees of GWCMI
connected with investment management
of all Portfolios of the Fund, as well as the fees of all directors
of the Fund who are affiliated persons of
GWCMI. All other expenses incurred in the operation of the
Portfolio, including general administrative
expenses, are borne by the Portfolio. Accounting services are
provided for the Portfolio by GWCMI and
the Portfolio reimburses GWCMI for its costs in connection with
such services. However, GWCMI shall
pay any expenses of the Portfolio which exceed an annual rate of
1.50%.
The sub-adviser bears all expenses in connection with the
performance of its services for the
Portfolio, such as compensating and furnishing all the space for
its officers and employees connected with
the investment and economic research, trading and investment
management of the Portfolio. GWCMI is
responsible for compensating Loomis Sayles. With respect to the
Portfolio, GWCMI compensates the sub-
adviser at the annual rate of .60% on the first $10 million of
assets, .50% on the next $40 million of assets
and .35% on all amounts over $50 million of the Portfolio.
The day-to-day manager of the Portfolio is Paul Drexler.
Mr. Drexler is Vice President of Loomis
Sayles. He also serves as the Fund Manager of the Loomis Sayles
International Equity Fund (since 1996)
and the New England International Fund (since 1997.)
If this proposal is approved at the meeting, value held under a
contract will remain in the sub-account
that invests in the Foreign Equity Portfolio unless instructions
are received from the Contractowner
to move the funds into other available portfolios.
The Fund's Board of Directors has approved and
recommended that the shareholders of the
Portfolio approve a new sub-advisory agreement with Loomis Sayles
which would be substantively
identical to the sub-advisory agreement (except for its effective
and termination date), with Draycott. If
the shareholders of the Portfolio approve the sub-advisory
agreement with Loomis, the sub-advisory
agreement will become effective May 1, 1997. A copy of the
proposed sub-advisory agreement is
attached to this Proxy Statement as Exhibit 1.
Evaluation of the Board of Directors
At a special meeting of the Board held on January 30,
1997, at which a majority of the
Independent Directors were in attendance, the Directors evaluated
the proposed sub-advisory agreement
for Loomis Sayles to assume the day-to-day management of the
Portfolio. Prior to and during the
meeting, the Directors requested and received all information they
deemed necessary to enable them to
determine whether such proposed sub-advisory agreement is in the
best interests of the Fund, the
Portfolio and their shareholders. In reviewing the materials
provided to them, the Directors noted that the
management of the Portfolio would, in all substantive respects,
correspond to the terms and conditions
under which Draycott previously managed the Portfolio.
Specifically, the Board noted that the fees and
expenses payable to Loomis Sayles are identical to the fees and
expenses paid to Draycott.
Based on the Directors' review and the evaluations of the
materials they received, and in
consideration of all factors deemed relevant to them, the Directors
determined that the proposed sub-
advisory agreement pursuant to which Loomis Sayles would assume the
day-to-day management of the
Portfolio was fair, reasonable and in the best interests of the
Fund, the Portfolio and their shareholders.
Accordingly, the Board, including all of the Independent Directors,
unanimously approved the
proposed sub-advisory agreement pursuant to which Loomis Sayles
will assume, on a permanent
basis, the day-to-day management of the Portfolio and voted to
recommend that all of the Portfolio's
shareholders vote to approve the proposed sub-advisory agreement.
Information Concerning the Sub-Adviser
Loomis Sayles, One Financial Center, Boston,
Massachusetts 02111, a Delaware limited
partnership, is a registered investment adviser with the Securities
and Exchange Commission. GWCMI
has contracted with Loomis Sayles for investment advisory and
research services on behalf of the Small-
Cap Aggressive Growth and Corporate Bond Portfolios of the Fund, as
well as on an emergency
temporary basis for the Foreign Equity Portfolio. Loomis Sayles
has the primary responsibility for
providing portfolio investment management services to these
Portfolios.
Loomis Sayles' sole general partner, Loomis, Sayles &
Company, Incorporated ("LCSI"), is a wholly
owned subsidiary of NEIC Holdings, Inc. ("NEIC Holdings"). NEIC is
in turn a wholly owned subsidiary
of New England Investment Companies, L.P. ("NEIC"). NEIC's sole
general partner is New England
Investment Companies, Inc., which is a wholly-owned subsidiary of
Metropolitan Life Insurance Company
("MetLife") through MetLife's wholly-owned subsidiary, MetLife New
England Holdings, Inc. MetLife owns
indirectly a majority of the outstanding limited partnership
interest in NEIC.
The principal executive officer of Loomis Sayles is
Robert Blanding, whose principal occupation
is his position with Loomis Sayles. Mr. Blanding's address is 465
First Street West, Sonoma, California
95476.
Loomis Sayles acts as investment adviser to the following
other mutual funds that have similar
investment objectives and policies to the Portfolio, for
compensation at the annual fee rate of the
corresponding average net assets levels of that fund set forth in
the table below. The tables also sets
forth the net assets of that other fund as of December 31, 1996:
Other Fund with Similar Objective
Net Assets of other Fund (in millions)
Annual Fee Rate
Loomis Sayles International Equity Fund
$90,662,435
0.75% of all assets*
New England International Equity Fund**
$210,046,738
0.40% of first $200 million of average daily net assets and 0.35%
of assets in excess of $200 million
* Loomis Sayles has voluntarily agreed, for an indefinite period,
to reduce its advisory fees and/or bear
expenses of the Loomis Sayles International Equity Fund to the
extent necessary to limit total operating
expenses of each class of shares of such Fund to specified annual
percentage rates of such Fund's
average net assets.
**Loomis Sayles commenced acting as sub-adviser to this fund on a
temporary basis under Rule 15a-4
of the 1940 Act on February 14, 1997.
Portfolio Transactions and Brokerage
Some of the portfolio transactions with respect to the
Portfolio are placed with broker-dealers who
provide Loomis Sayles with supplementary investment and statistical
information or furnish market
quotations to the Portfolio or other clients advised by Loomis
Sayles, as applicable. Although it is not
possible to assign an exact dollar value to those services, they
may, to the extent used, tend to reduce
expenses of Loomis Sayles, as applicable. The services may also be
used by Loomis Sayles in
connection with its other advisory accounts and in some cases may
not be used with respect to the
Portfolio.
In placing orders for the purchase and sale of portfolio
securities, Loomis Sayles, with respect to
the Portfolio, selects only brokers which it believes are
financially responsible, will provide efficient and
effective services in executing, clearing and settling an order and
will charge commission rate which, when
combined with the quality for the foregoing services, will produce
best price and execution for the
transaction. This does not necessarily mean that the lowest
available brokerage commission will be paid.
However, the commissions are believed to be competitive with
generally prevailing rates. Loomis Sayles
uses its best efforts to obtain information as to the general level
of commission rates being charged by
the brokerage community from time to time and evaluate the overall
reasonableness of brokerage
commissions paid on transactions by reference to such data. In
making such evaluation, all factors
affecting liquidity and execution of the order, as well as the
amount of capital commitment by the broker
in connection with the order, are taken into account. The
Portfolio will not pay a broker a commission at
a higher rate than otherwise available for the same transaction due
to the value of research services
provided by the broker or of any other services provided by the
broker which do not contribute to the best
price and execution of the transaction.
Vote Required
As provided under the 1940 Act, approval of the proposed
sub-advisory agreement with Loomis
Sayles will require the affirmative vote of the majority of the
outstanding shares of the Portfolio, voting
separately as a class. Such a majority is defined in the 1940 Act
as the lessor of: (a) 67% or more of the
shares present at such meeting, if the holders of more than 50% of
the outstanding shares of the Portfolio
are present or represented by proxy, or (b) more than 50% of the
total outstanding shares of the Portfolio.
THE DIRECTORS, INCLUDING A MAJORITY OF THE INDEPENDENT DIRECTORS,
RECOMMEND
THAT SHAREHOLDERS OF THE PORTFOLIO VOTE TO APPROVE THE PROPOSED
SUB-ADVISORY
AGREEMENT AMONG THE FUND, GWCMI AND LOOMIS SAYLES FOR THE
PORTFOLIO.
PROPOSAL 4: CHANGE OF FEES PAID TO SUB-ADVISOR OF MIDCAP PORTFOLIO
Background
GW Capital Management, Inc. ("GWCMI"), a Colorado
corporation, is the investment adviser to
the Fund pursuant to an investment advisory agreement dated
November 1, 1996 (the "Agreement")
which will remain in effect until April 10, 1997. While GWCMI is
at all times subject to the direction of the
Board of Directors of the Fund, the Agreement provides that GWCMI,
subject to the review of the Board
of Directors, is responsible for the actual day-to-day management
of the Fund and its Portfolios.
GWCMI is a wholly-owned subsidiary of Great-West Life &
Annuity Insurance Company
("GWL&A") which is a wholly-owned subsidiary of The Great-West Life
Assurance Company ("Great-
West"), a Canadian stock life insurance company. Great-West is a
99.4% owned subsidiary of Great-
West Lifeco Inc., which in turn is an 86.4% owned subsidiary of
Power Financial Corporation, Montreal,
Quebec. Power Corporation of Canada, a holding and management
company, has voting control of
Power Financial Corporation of Canada. Mr. Paul Desmarais, through
a group of private holding
companies, which he controls, has voting control of Power
Corporation of Canada.
GWCMI has contractually delegated responsibility for the
day-to-day management of the MidCap
Portfolio (the "Portfolio") to Janus Capital Corporation ("Janus").
As compensation for its services to the Fund, GWCMI
receives monthly compensation at the
annual rate of 0.95% of the average daily net assets of the
Portfolio. GWCMI pays all compensation of,
and furnishes office space for, officers and employees of GWCMI
connected with investment management
of all Portfolios of the Fund, as well as the fees of all directors
of the Fund who are affiliated persons of
GWCMI. All other expenses incurred in the operation of the
Portfolio, including general administrative
expenses, are borne by the Portfolio. Accounting services are
provided for the Portfolio by GWCMI and
the Portfolio reimburses GWCMI for its costs in connection with
such services. However, GWCMI shall
pay any expenses of the Portfolio which exceed an annual rate of
1.10%.
Janus bears all expenses in connection with the
performance of its services for the Portfolio, such
as compensating and furnishing all the space for its officers and
employees connected with the
investment and economic research, trading and investment management
of the Portfolio. GWCMI is
responsible for compensating Janus. GWCMI currently compensates
Janus at the annual rate of .60%
on the first $100 million of assets, and .55% on all amounts in
excess of $100 million of assets of the
Portfolio.
Proposal
It is proposed that the sub-advisory fees paid by GWCMI
to Janus be changed as follows:
Current Fee Proposed Fee
.60% on first $100 million .60% on first $100 million
.55% on all assets over $100 million .55% on next $400 million
.45% on all assets over
$500 million
As of the Record Date (February 28, 1997), assets in the MidCap
Portfolio were $224 million.
If this proposal is approved at the meeting, the total management
fee paid by shareholders with
respect to the Portfolio will not change. The management fee will
continue to be at the annual rate
of 0.95% of the average daily net assets of the Portfolio and GWCMI
shall pay any expenses of the
Portfolio which exceed an annual rate of 1.10%.
The Fund's Board of Directors has approved and
recommended that the shareholders of the
Portfolio approve an amendment to the sub-advisory agreement with
Janus which only changes the
current sub-advisory agreement with respect to the fees paid by
GWCMI to Janus. If the shareholders
of the Portfolio approve the amendment to the Janus sub-advisory
agreement, the amendment will
become effective May 1, 1997. A copy of the sub-advisory
agreement, with the amendment relating to
the Portfolio, is attached to this Proxy Statement as Exhibit 2.
Evaluation of the Board of Directors
At a special meeting of the Board held on January 30,
1997, at which a majority of the
Independent Directors were in attendance, the Directors evaluated
the proposed sub-advisory agreement
amendment to change the sub-advisory fees paid to Janus for
management of the Portfolio. Prior to and
during the meeting, the Directors requested and received all
information they deemed necessary to enable
them to determine whether such amendment is in the best interests
of the Fund, the Portfolio and their
shareholders.
Based on the Directors' review and the evaluations of the
materials they received, and in
consideration of all factors deemed relevant to them, the Directors
determined that the proposed
amendment to the change the sub-advisory fees paid to Janus for
management of the Portfolio was fair,
reasonable and in the best interests of the Fund, the Portfolio and
their shareholders. Accordingly, the
Board, including all of the Independent Directors, unanimously
approved the proposed amendment
to the sub-advisory agreement pursuant to which the sub-advisory
fees paid to Janus be revised and
voted to recommend that all of the Portfolio's shareholders vote to
approve the new proposed
amendment to the sub-advisory agreement.
Information Concerning the Sub-Adviser
Janus, 100 Fillmore Street, Denver, Colorado 80206, a
Colorado corporation, is a registered
investment adviser with the Securities and Exchange Commission.
GWCMI has contracted with Janus
for investment advisory and research services on behalf of the
Portfolio. Janus has the primary
responsibility for providing portfolio investment management
services to this Portfolio.
The principal executive officers and directors of Janus
are:
Name
Position with Janus
Other Business
Thomas H. Bailey
President, Director and
Chairman, Chief Executive Officer
Chairman of
Trustees and President of
of Janus Aspen
Series and Janus Investment
Fund, Denver, Colorado; Chairman and Director IDEX Management,
Inc., Largo, FL
James P. Craig, III
Vice President, Director
Director and Chief
Investment Officer
Executive Vice
President and Trustee
Janus Aspen Series,
Janus Investment
Fund, Denver, CO
Michael E. Herman
Independent Director
Chairman, Finance Committee
Ewing Marion Kauffman Foundation, Kansas City, MO; President,
Kansas City Royals Baseball
Team
Thomas A. McDonnell
Independent Director
President, Treasurer and Director, DST Systems Inc., Kansas City,
MO; Executive Vice President
and Director, Kansas City Southern Industries, Inc., Kansas City,
MO; Directors, First of Michigan
Capital Corporation, Detroit, MI
Michael Stolper
Independent Director
President, Stolper & Co., Inc., San Diego, CA; President, Seaport
Venture, Inc., San Diego, CA
Landon H. Rowland
Independent Director
President and Chief Executive Officer, Kansas City Southern
Industries, Inc., Kansas City, MO
Janus acts as investment adviser to the following other
mutual funds that have similar investment
objectives and policies to the Portfolio, for compensation at the
annual fee rate of the corresponding
average net assets levels of that fund set forth in the table
below. The tables also sets forth the net
assets of that other fund at December 31, 1996:
Other Funds with Similar Objective
Net asset of other Fund (in millions)
Annual Fee Rate
Janus Investment Fund
Janus Enterprise Fund
$721,395,437
1.00% of first $30 million
.75% of next $270 million
.70% of next $200 million
.65% on assets over $500 million
Janus Aspen Series
Aggressive Growth Portfolio
$383,067,110
1.00% of first $30 million 1
.75% of next $270 million
.70% of next $200 million
.65% on assets over $500 million
Allmerica Investment Trust
Select Capital Appreciation Fund
$142,897,504
.60% on first $100 million
.55% on assets over $100 million
JNL Series Trust
JNL Capital Growth Series
$36,716,555
.55% on first $100 million
.50% on next $400 million
.45% on assets over $500 million
John Hancock Variable Series Trust I
Mid Cap Growth Portfolio
$16,254,216
.60% on first $100 million
.55% on assets over $100 million
Sierra Trust Funds
Emerging Growth Fund
$329,949,469
.55% on first $100 million
.50% on assets over $100 million
The Sierra Variable Trust
Emerging Growth Fund
$55,909,590
.55% on first $25 million
.50% on assets over $25 million
IDEX Series Fund
IDEX Capital Appreciation Portfolio
$24,846,428
.50% of fees received by Adviser
less 50% of fee waiver or reimbursement 2
1 Janus has agreed to reduce this Portfolio's advisory fee to the
extent that such fee exceeds the effective
rate of the Janus retail fund corresponding to such Portfolio. The
effective rate is the advisory fee
calculated by the corresponding retail fund as of the last day of
each calendar quarter (expressed as an
annual rate). The effective rate of Janus Enterprise Fund was .72%
for the quarter ended December 31,
1996.
2 Adviser's fee is 1.00% of first $750 million, 0.9% of next $250
million, and 0.85% of assets in excess of
$1 billion.
Portfolio Transactions and Brokerage
Some of the portfolio transactions with respect to the
Portfolio are placed with broker-dealers who
provide Janus with supplementary investment and statistical
information or furnish market quotations to
the Portfolio or other clients advised by Janus, as applicable.
Although it is not possible to assign an
exact dollar value to those services, they may, to the extent used,
tend to reduce expenses of Janus, as
applicable. The services may also be used by Janus in connection
with its other advisory accounts and
in some cases may not be used with respect to the Portfolio.
In selecting brokers and dealers and in negotiating
commissions, Janus considers a number of
factors, including but not limited to; Janus' knowledge of
currently available negotiated commission rates
or prices of securities currently available and other current
transaction costs; the nature of the security
being traded; the size and type of the transaction; the nature and
character of the markets for the security
being purchased or sold; the desired timing of the trade; the
activity existing and expected in the market
for the particular security; confidentiality; the quality of the
execution, clearance and settlement services;
financial stability of the broker or dealer; the existence of
actual or apparent operational problems of any
broker or dealer; rebates of commissions by a broker to a fund or
to a third party service provider to the
fund to pay fund expenses; and research products or services
provided. In recognition of the value of
the foregoing factors, Janus may place portfolio transactions with
a broker or dealer with whom it has
negotiated a commission that is in excess of the commission another
broker or dealer would have
charged for effecting the transaction if Janus determines in good
faith that such amount of commission
was reasonable in relation tot he value of the brokerage and
research provided by such broker or dealer
viewed in terms of either that particular transaction or of the
overall responsibilities of Janus.
Vote Required
As provided under the 1940 Act, approval of the proposed
amendment to the sub-advisory
agreement with Janus will require the affirmative vote of the
majority of the outstanding shares of the
Portfolio, voting separately as a class. Such a majority is
defined in the 1940 Act as the lessor of: (a) 67%
or more of the shares present at such meeting, if the holders of
more than 50% of the outstanding shares
of the Portfolio are present or represented by proxy, or (b) more
than 50% of the total outstanding shares
of the Portfolio.
THE DIRECTORS, INCLUDING A MAJORITY OF THE INDEPENDENT DIRECTORS,
RECOMMEND
THAT SHAREHOLDERS OF THE PORTFOLIO VOTE TO APPROVE THE PROPOSED
AMENDMENT
TO THE SUB-ADVISORY AGREEMENT AMONG THE FUND, GWCMI AND JANUS FOR
THE
PORTFOLIO.
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 sale of the Fund's shares
with 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
1998 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, 1997. 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.
The Fund will furnish, without charge, a copy of 1996 annual report
and the June 30, 1996 semi-annual report upon request to: Ms. Lori
Schmidtke, 8515 E. Orchard Road, Englewood, CO 80111; (800)
537-2033, ext. 4538.
BY ORDER OF THE BOARD OF DIRECTORS
Ruth B. Lurie
Secretary
March 21, 1997<PAGE>
EXHIBIT 1
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (herein "the Agreement" or "this
Agreement")
made this day of , 1997 by and between G W Capital
Management, Inc., a
Colorado corporation, registered as an investment adviser under
the Investment Advisers
Act of 1940 ("the Adviser"), Loomis, Sayles & Company, L.P., a
Delaware limited
partnership 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 Foreign Equity Portfolio of the Fund (the
"Portfolio"), in conjunction with the
Adviser, as follows:
ARTICLE I
Preamble
The Fund entered into an Investment Advisory Agreement
with the Adviser, which
agreement is dated November 1, 1996, and as thereafter amended.
This advisory agreement
and all amendments thereto are hereinafter referred to as "the GW
Agreement". In the GW
Agreement, the Adviser agreed to act as adviser to and manager of
the Fund. In that
capacity it agreed to manage the investment and reinvestment of the
assets of any portfolio
of the Fund in existence or created in the future and to administer
the Fund's affairs. The
Adviser wishes to obtain assistance with respect to its aforesaid
advisory and management
role with respect to the Portfolio only to the extent described
herein, and the Fund by this
Agreement agrees to such arrangement.
ARTICLE II
Duties of the Sub-adviser
The Adviser hereby employs the Sub-adviser to act with
the Adviser as investment
advisers to and managers of the Portfolio, and, subject to the
review of the Board of
Directors of the Fund ("the Board"), to manage the investment and
reinvestment of the
assets of the Portfolio and to administer its affairs, for the
period and on the terms and
conditions set forth in this Agreement. The Sub-adviser hereby
accepts such employment
and agrees during such period, at its own expense, to render the
services and to assume the
obligations herein set forth for the compensation provided for
herein. The Sub-adviser shall
for all purposes herein be deemed to be an independent contractor
and shall, unless
otherwise expressly provided or authorized by this Agreement or
otherwise, have no
authority to act for or represent the Fund in any way or otherwise
be deemed an agent of
the Fund.
A. Investment Sub-Advisory Services. In carrying
out its obligations to assist in
managing the investment and reinvestment of the assets of the
Portfolio, the Sub-adviser
shall, when appropriate and consistent with the limitations set
forth in Section B hereof:
(a)
perform research and obtain
and evaluate pertinent economic, statistical, and
financial data relevant to the
investment policies of the Portfolio;
(b)
consult with the Adviser and
with the Board and furnish to the Adviser and the Board
recommendations
with respect to an overall investment plan for the
Portfolio for approval,
modification, or rejection by the Board;
(c)
seek out, present, and
recommend specific investment opportunities for the
Portfolio, consistent with
an overall investment plan approved by the Adviser and
the Board;
(d)
take such steps as are
necessary to implement any overall investment plan
approved by the Board
for the Portfolio, including making and carrying out
decisions to acquire or
dispose of permissible investments as set forth in the
Fund's Registration
Statement, management of investments and any other
property of the
Portfolio, and providing or obtaining such services as
may be necessary in
managing, acquiring or disposing of investments,
consulting as appropriate
with the Adviser;
(e)
regularly report to the
Adviser and the Board with respect to the implementation
of any approved
overall investment plan and any other activities in
connection with
management of the assets of the Portfolio;
(f)
communicate on trade date
to the Adviser the purchases and sales within the
Portfolio;
(g)
arrange with the applicable
broker or dealer at the time of the purchase or sale of
investments or other
assets of the Portfolio for the appropriate delivery of
the investment or other
asset;
(h)
report monthly in writing to
the Adviser and report at least annually in person to the
Board with respect
to the implementation of the approved investment plan and
any other
activities in connection with management of the assets of
the Portfolio;
(i)
maintain all required
records, memoranda, instructions or authorizations
relating to the acquisition
or disposition of investments or other assets of the
Portfolio;
(j)
arrange with the Investment
Operations Department of the Adviser an administrative
process which
permits the Adviser to appropriately reflect in its daily
determination of unit
values, the expenses that will be borne directly by the
Portfolio and which are
incurred as a result of providing investment management
services to the
Portfolio.
The Adviser will continue to provide all of the services
described in the GW
Agreement other than the services described above which have been
delegated to the Sub-
adviser in this Agreement.
If, in the judgment of the Sub-adviser, the Portfolio
would be benefitted by
supplemental investment research from other persons or entities,
outside the context of
brokerage transactions referred to in Article IV hereof, the
Sub-adviser is authorized after
consultation with the Adviser to obtain, and pay at its own
expense, for such information.
B. Limitations on Advisory Services. The
Sub-adviser shall perform 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 Portfolio and/or
Fund as stated in its Registration Statement, as amended from time
to time, filed with the
Securities and Exchange Commission, its Articles of Incorporation
and Bylaws, as amended
from time to time, and the provisions of the Investment Company Act
of 1940, as amended.
The Fund has furnished or will furnish the Sub-adviser
with copies of the Fund's
Registration Statement, Prospectus, Articles of Incorporation, and
Bylaws as currently in
effect and agrees during the continuance of this Agreement to
furnish the Sub-adviser with
copies of any amendments or supplements thereto before or at the
time the amendments
or supplements become effective. The Sub-adviser will be entitled
to rely on all documents
furnished by the Fund.
ARTICLE III
Compensation of the Sub-adviser
A. Investment Advisory Fee. The Adviser, and not
the Fund, will pay on the last
day of each month as monthly compensation to the Sub-adviser for
the services rendered
by the Sub-adviser with respect to the Portfolio, as described in
Article II of this Agreement,
based on an annual percentage of the assets of the Portfolio (the
"NAV Fee") as set forth
below:
Annual Fee Assets
.60% first $10 million
.50% next $40 million
.35% over $50 million
This calculation will be based on the average daily net assets of
the Portfolio during such
month.
B. Allocation of Expenses. The Sub-adviser shall
be responsible for all expenses
incurred in performing the services set forth in Article II hereof.
These expenses include
only the costs incurred in providing sub-advisory services pursuant
to this Agreement (such
as compensating and furnishing office space for officers and
employees of the Sub-adviser
connected with investment and economic research, trading, and
investment management of
the Portfolio).
As described in the GW Agreement, the Fund and/or the
Adviser pays all other
expenses incurred in the operation of the Portfolio 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
Portfolio, subject to the provisions of Article II regarding
co-ordination with and supervision
by the Adviser and the Fund's Board of Directors, and to place
orders pursuant to its
determinations, either directly with the issuer, with any broker
dealer or underwriter selected
by the Sub-adviser, subject to the following limitations.
The Sub-adviser is authorized to select the brokers or
dealers that will execute the
purchases and sales of portfolio securities for the Portfolio and
will use its best efforts to
obtain the most favorable net results and execution of the
Portfolio'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.
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 Portfolio for the purchases and sales
of its portfolio securities.
The Adviser and the Board will review the amount of such brokerage
commissions and
consult with the Sub-adviser in that regard.
Subject to the above requirements and compliance with the
provisions of the
Investment Company Act of 1940, the Securities and Exchange Act of
1934, other applicable
provisions of law, and the terms of any exemption(s) therefrom,
nothing shall prohibit the
Sub-adviser from selecting brokers or dealers with which it or the
Fund are affiliated.
ARTICLE V
Activities of the Sub-adviser
The services of the Sub-adviser to the Fund under this
Agreement are not to be
deemed exclusive and the Sub-adviser will be free to render similar
services or other services
to others so long as the Sub-adviser fulfills its rights and
obligations under this Agreement.
It is understood that directors, officers, employees and
shareholders of the Fund are or may
become interested in the Sub-adviser, as directors, officers,
employees or shareholders or
otherwise, and that directors, officers, employees or shareholders
of the Sub-adviser are or
may become similarly interested in the Fund, and that the
Sub-adviser is or may become
interested in the Fund as shareholder or otherwise.
It is agreed that the Sub-adviser may use any
supplemental investment research
obtained for the benefit of the Portfolio in providing investment
advice to its other
investment advisory accounts. The Sub-adviser or its affiliates
may use such information in
managing their own accounts. Conversely, such supplemental
information obtained by the
Sub-adviser for the benefit of the Sub-adviser or other entities
advised by the Sub-adviser
will be considered by and may be useful to the Sub-adviser in
carrying out its obligations to
the Fund.
Securities held by the Portfolio may also be held by
separate accounts or other
mutual funds for which the Sub-adviser or its affiliates act as an
adviser or by the Sub-
adviser or its affiliates. Because of different investment
objectives or other factors, a
particular security may be bought by the Sub-adviser or its
affiliates or for one or more
clients when one or more clients are selling the same security. If
purchases or sales of
securities for the Portfolio or other entities for which the
Sub-adviser or its affiliates act as
investment adviser may make transactions in such securities,
insofar as feasible, for the
respective entities and clients in a manner deemed equitable to
all. To the extent that
transactions on behalf of more than one client of the Sub-adviser
during the same period
may increase the demand for securities being purchased or the
supply of securities being
sold, the Fund recognizes that there may be an adverse effect on
price.
It is agreed that, on occasions when the Sub-adviser
deems the purchase or sale of
a security to be in the best interests of the Portfolio as well as
other accounts or companies,
it may, to the extent permitted by applicable laws and regulations,
but will not be obligated
to, aggregate the securities to be so sold or purchased for other
accounts or companies in
order to obtain favorable execution and low brokerage commissions.
In that event,
allocation of the securities purchased or sold, as well as the
expenses incurred in the
transaction, will be made by the Sub-adviser in the manner it
considers to be most equitable
and consistent with its fiduciary obligations to the Portfolio and
to such other accounts or
companies. The Fund recognizes that in some cases this procedure
may adversely affect the
size of the position obtainable for the Portfolio.
ARTICLE VI
Effectiveness of the Agreement
The Agreement shall not become effective (and the
Sub-adviser shall not serve or act
as hereunder) unless and until it is approved by (i) 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, (ii) the shareholders of
the Portfolio in accordance
with the 1940 Act, and this Agreement shall come into full force
and effect on the date on
which all of these conditions are met.
ARTICLE VII
Term of the Agreement; Amendment
The Agreement shall remain in effect until two years from the date
first above-written and
shall continue so long as such continuance is annually approved
thereafter (a) by the vote
of a majority of the Board of Directors of the Fund, or by vote of
a majority of the
outstanding shares of the Portfolio, and (b) by the vote of a
majority of the members of the
Board, who are not parties to this Agreement or interested persons
of any such party, cast
in person at a meeting called for the purpose of voting on such
approval. In connection with
such approvals, the Board shall request and evaluate, and the
Sub-adviser shall furnish, such
information as may be reasonably necessary to evaluate the terms of
this Agreement. This
Agreement:
(a) shall not be terminated by the Sub-adviser
without sixty days prior
written notice;
(b) shall be subject to termination, without the
payment of any penalty, by
the Board or by vote of a majority of the
outstanding voting securities
of the Portfolio, on sixty days written notice
to the Sub-adviser;
(c) may be amended only by a written instrument
signed by the Fund, the
Adviser and the Sub-adviser; provided that no
material amendment of
this Agreement shall be effective without
specific approval of such
amendment by (i) the Board, including a
majority of those directors
who are not parties to this Agreement or
interested persons of such a
party, cast in person at a meeting called for
the purpose of voting on
such approval, and (ii) a majority of the
outstanding shares of the
Portfolio; and
(d) shall automatically terminate upon assignment
by either party.
ARTICLE VIII
Recordkeeping
The Sub-adviser agrees that all accounts and records
which it maintains for the
Portfolio shall be the property of the Fund and that it will
surrender promptly to the
designated officers of the Fund any or all such accounts and
records upon request. The Sub-
adviser further agrees to preserve for the period prescribed by the
rules and regulations of
the Securities and Exchange Commission all such records as are
required to be maintained
pursuant to said rules. The Sub-adviser also agrees that it will
maintain all records and
accounts regarding the investment activities of the Fund in a
confidential manner; provided,
however, that the Sub-adviser may make such records and accounts
available to its legal
counsel and independent auditors. 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. 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 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,
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. 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 (or omissions by the
Sub-adviser to carry out its obligations hereunder) 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.
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 GW Agreement (or omissions by the Adviser to carry out its
obligations hereunder or
thereunder), including the activities (or such omissions) 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.
ARTICLE XI
Agreements, Representations and Indemnification Related to
Disclosure Documents
A. The Sub-adviser will cooperate with the Fund
and the Adviser in connection
with the registration or qualification of units of the Portfolio
for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Fund may
request and will cooperate
with the preparation of the Disclosure Documents (as defined in
Article XI.C. below). The
Fund and the Adviser will provide the Sub-adviser with copies of
all Disclosure Documents
prior to distribution to investors or submission to governmental
bodies or self-regulatory
organizations and will incorporate its reasonable comments relating
to the description of, or
services to be provided by, the Sub-adviser or its affiliates, or
relating to the description of
the investment objectives and policies of the Portfolio.
B. The Fund and the Adviser, jointly and
severally, represent and warrant to the
Sub-adviser that the Disclosure Documents will fully comply with
the provisions of the
Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the
Investment Company Act of 1940, as amended, and other applicable
laws, and the
Disclosure Documents at all such times will not contain an untrue
statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the
statements therein not misleading, except that this representation
and warranty does not
apply to statements or omissions in the Disclosure Documents made
in reliance upon
information furnished to the Fund or the Adviser in writing by the
Sub-adviser which the
Fund had informed the Sub-adviser was to be used, or which the
Sub-adviser had
acknowledged was to be used, in the particular Disclosure Document.
The Fund and the
Adviser will notify the Sub-adviser promptly of the happening of
any event which in the
judgment of the Fund or the Adviser makes any statement made in the
Disclosure
Documents untrue in any material respect or requires the making of
any changes in the
Disclosure Documents in order to make the statements therein, in
the light of circumstances
under which they were made, not misleading in any material respect,
except that the Fund
and the Adviser need not make such notification with respect to
information in the
Disclosure Documents based upon information furnished in writing to
the Fund or the
Adviser by the Sub-adviser which the Fund had informed the
Sub-adviser was to be used,
or which the Sub-adviser had acknowledged was to be used, in the
particular Disclosure
Document.
The Sub-adviser represents and warrants to the Fund and
the Adviser that the
information furnished in writing by it which the Fund has informed
it is to be used, or which
the Sub-adviser has acknowledged is to be used, in a particular
Disclosure Document will
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 that such information 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. The
Sub-adviser will promptly
notify the Fund and the Adviser 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 prior to, 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.
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 is subject to the provisions of the
Investment Company Act of 1940,
as amended, and the rules and regulations of the Securities and
Exchange Commission
thereunder, including such exemptions therefrom as the Securities
and Exchange
Commission may grant. Words and phrases used herein shall be
interpreted in accordance
with that Act and those rules and regulations. As used with
respect to the Portfolio, the
term "majority of the outstanding shares" means the lesser of (i)
67% of the shares
represented at a meeting at which more than 50% of the outstanding
shares are represented
or (ii) more than 50% of the outstanding shares.
ARTICLE XIII
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.
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: G W CAPITAL
MANAGEMENT, INC.
By:
Address:
8515 East Orchard Road
Englewood, CO 80111
Attn: Secretary
Witness: LOOMIS, SAYLES & COMPANY, L.P.
By:
Address:
One Financial Center
Boston, MA 02111
Attn: General Counsel
Witness: MAXIM SERIES FUND, INC.
By:
Address:
8515 East Orchard Road
Englewood, CO 80111
Attn: Secretary
EXHIBIT 2
Amendment to Sub-Advisory Agreement
The following amendment is made to the Sub-Advisory
Agreement dated January 1, 1994, by and
between Maxim Series Fund, Inc. (the "Fund"), G W Capital
Management, Inc. (the "Advisor") and Janus
Capital Corporation (the "Sub-Advisor") (the "Agreement"), as
amended November 1, 1996 and is hereby
incorporated into and made a part of the Agreement:
1. The Fee Schedule is amended by deleting the existing language
and substituting the following:
Adviser will pay on the last day of each month as monthly
compensation to the Sub-Advisor for the
services rendered by the Sub-Advisor pursuant to the Sub-Advisory
Agreement among Janus Capital
Corporation, G W Capital Management, Inc. and Maxim Series Fund,
Inc., based on an annual percentage
of the assets of the Portfolio as set forth below:
Annual Percentage Monthly Percentage
.60% on the first $100 million .0499% on the first $100
million
.55% on the next $400 million .0457% on the next $400
million
.45% on all assets over $500 million .0374% on all assets over
$500 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 1st
day of May, 1997.
MAXIM SERIES FUND, INC.
Attest: By:
Name: Name: J.D. Motz
Title: Title: President
G W CAPITAL MANAGEMENT, INC.
Attest: By:
Name: Name: M. Corbett
Title: Title: President
JANUS CAPITAL CORPORATION
Attest: By:
Name: Name:
Title: Title:
