Jeffrey A. Engelsman
(303) 689-4285 - tel.
689-3827 - fax.
July 7, 1997
Via EDGAR
Securities and Exchange Commission
Office of Insurance Products
Division of Investment Management
450 Fifth Street, N.W.
Mail Stop 10-6
Washington, D.C. 20549
Re: Definitive Proxy Maxim Series Fund, Inc. (Registration Nos. 2-75503
and 811-03364) filed pursuant to Rule 14a-6 of
the Securities Exchange Act of 1934, as amended.
Dear Ladies and Gentlemen:
Attached is a copy of the definitive proxy to be released to
shareholders on July 10, 1997. The purpose of this proxy is to consider and act
upon a proposal to change the investment objective of the Small-Cap Index
Portfolio. The shareholder meeting for which this proxy applies is scheduled for
July 30, 1997.
Should you have any questions regarding this filing, please do not
hesitate to call me at the above listed telephone number.
Very truly yours,
/s/ Jeffrey A. Engelsman
Jeffrey A. Engelsman
Attorney
<PAGE>
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2)) [X] 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: Maxim Series Fund, Inc.
Date Filed: July 7, 1997
<PAGE>
MAXIM SERIES FUND, INC.
8515 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
July 10, 1997
Participants and Contract Owners of
FutureFunds Series Account
Retirement Plan Series Account and
Maxim Series Account
Dear Participants and Contract Owners:
Enclosed you will find proxy solicitation materials for a special meeting of
shareholders of Maxim Series Fund, Inc. (the "Fund"). As you know, your variable
annuity contract, 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 is one proposal which you are being asked to consider. Proposal 1.
affects only the Maxim Small-Cap Index Portfolio.
We urge you to complete the enclosed proxy form and return it as promptly as
possible.
Sincerely,
/s/ Beverly A. Byrne
Beverly A. Byrne
Secretary
<PAGE>
PROXY
MAXIM SERIES FUND, INC.
PROXY for SPECIAL METING OF SHAREHOLDERS JULY 30, 1997
The undersigned hereby appoints Beverly A. Byrne and Glen R. Derback, or any of
them, to be the attorneys and proxies of the undersigned at the Special Meeting
of Shareholders of Maxim Series Fund, Inc. to be held at 8515 E. Orchard Rd.,
Englewood, Colorado, at 10:00 a.m. on July 30, 1997 and at any adjournment
thereof, and to represent and cast the votes held on record by the undersigned
on June 25, 1997, upon the proposal below and as set forth in the Notice of
Special Meeting and Proxy Statement for such Meeting.
1) PROPOSAL TO APPROVE OR DISAPPROVE THE PROPOSED CHANGE THE
INVESTMENT OBJECTIVE OF THE SMALL-CAP INDEX PORTFOLIO;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Board of Directors recommend a vote FOR)
2) 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
July 10, 1997
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 30, 1997
TO THE SHAREHOLDERS OF MAXIM SERIES FUND, INC.
You are hereby notified that pursuant to the By-laws of Maxim Series Fund, Inc.
(the "Fund"), a special meeting of its shareholders of the Small-Cap Index
Portfolio of the Fund (the "Meeting") will be held at 8515 East Orchard Road,
Englewood, Colorado on Wednesday July 30, 1997 at 10:00 a.m. Mountain Daylight
Time for the following purposes:
1. To consider and act upon a proposal to change the investment objective of
the Small-Cap Index Portfolio;
2. 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 June 25, 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
("GWL&A") are entitled to provide voting instructions with respect to their
proportionate interest in the Small-Cap Index Portfolio 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
/s/ Beverly A. Byrne
Beverly A. Byrne
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
July 10, 1997
SPECIAL MEETING OF SHAREHOLDERS
Introduction
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors (the "Board") of Maxim Series Fund, Inc. (the "Fund"),
a Maryland corporation, to be voted at the July 30, 1997 Special Meeting (the
"Meeting")of Shareholders of the Small-Cap Index Portfolio of the Fund. The
Meeting will be held at 8515 East Orchard Road, Englewood, Colorado, on
Wednesday, July 30, 1997 at 10:00 a.m. Mountain Daylight Time. It is anticipated
that the approximate mailing date of this Proxy Statement will be July 10, 1997.
The Board of Directors has fixed the close of business on June 25, 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 the Small-Cap Index Portfolio as of the Record
Date will be entitled to provide voting instructions with respect to their
proportionate interest (including fractional interests) in the Small-Cap Index
Portfolio. Shares of the Portfolio are sold to Maxim Series Account, FutureFunds
Series Account, and Retirement Plan Series Account of GWL&A to fund the benefits
under variable annuity contracts (the "Contracts") issued by GWL&A. The three
series accounts are hereinafter referred to as "the Series Accounts". The shares
of the Portfolio are also sold to 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. FutureFunds Series Account II and TNE Series (k)
Account are not registered with the Securities and Exchange Commission and the
votes of the shares attributed to Contractowners in FutureFunds Series Account
II and TNE Series (k) Account are not being solicited.
The Investment Adviser to the Fund is GW Capital Management, Inc. ("GWCMI" or
the "Adviser") 8515 East Orchard Road, Englewood, Colorado 80111. GWCMI also
serves as the administrator for the Fund.
Shares of the Portfolio are owned by the Series Accounts, on behalf of
Contractowners. In accordance with it's view of present applicable law, shares
of the Small-Cap Index Portfolio held in the Series Accounts will be voted based
on instructions received from Contractowners who have allocated contract value
to the Small-Cap Index Portfolio 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 the Small-Cap Index Portfolio (held through a
Series Account) to the total number of votes attributable to that Portfolio. In
determining the number of votes, fractional shares will be recognized. Shares of
the Portfolio as to which no timely voting instructions are received and shares
owned by FutureFunds Series Account II and TNE Series (k) Account will be voted
by GWL&A in proportion to the voting instructions which are received from
Contractowners. Voting instructions to abstain on any item 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 Portfolio being solicited with respect to the
Proposal being presented at the meeting:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Proposal Summary Eligible Voters
- -----------------------------------------------------------------------------------------------------------
1. Approval of changes relating to A proposal to change the investment Only Contractowners
the Small-Cap Index Portfolio objectives of the Small-Cap Index having an interest in an
Portfolio investment option
corresponding to the Small-
Cap Index Portfolio of
Maxim Series Fund.
- -----------------------------------------------------------------------------------------------------------
</TABLE>
If the enclosed proxy is duly executed and returned in time to be voted at the
Meeting, and not subsequently revoked, then all shares represented by the proxy
will be voted in accordance with the instructions marked thereon. Approval of
Proposal 1 requires the vote of a "majority of the outstanding voting
securities," within the meaning of the Investment Company Act of 1940 (the "1940
Act"). The term "majority of 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 Proposal 1. An adjournment would require
the affirmative vote of the holders of a majority of the
1
<PAGE>
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.
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 Proposal 1 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.
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 the Small-Cap Index Portfolio on the Record Date will be entitled to
one vote for each share held (and fractional votes corresponding to any
fractional shares), with no shares having cumulative voting rights.
As of the Record Date, no persons other than the Series Accounts, FutureFunds II
Series Account, and TNE Series (k) Account 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.
2
<PAGE>
As of the Record Date, all of the shares of the Portfolio were owned of record
by either: (1) Maxim Series Account ("Maxim Account"); (2) FutureFunds Series
Account ("FutureFunds"); (3) Retirement Plan Series Account ("Retirement Plan");
(4) FutureFunds Series Account II ("FutureFunds II"); or TNE Series (k) Account
("TNE (k)"). The number of shares outstanding for the Small-Cap Index Portfolio
held by these respective entities is set forth below:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Maxim Account FutureFunds Retirement Plan FutureFunds II TNE (k)
- ------------------------------------------------------------------------------------------------------------------------------------
Small-Cap Index 151,498.19 7,165,472.63 1,141,809.58 62,612,149.95 6,913,404.05
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PROPOSAL 1: CHANGE OF INVESTMENT OBJECTIVE OF THE SMALL-CAP INDEX PORTFOLIO
Background
The investment objective of the Small-Cap Index Portfolio (the
"Portfolio") is to provide investment results, before fees, that correspond to
the total return of the Russell 2000 Index. The corresponding index contains
2000 stocks many of which are thinly traded. The lack of liquidity creates
problems in trading in such shares on the same day that cash is received by the
Portfolio since a ready market for such shares are not always available.
Therefore, there is a higher likelihood of tracking error since the securities
that comprise the index cannot be purchased in a timely manner. In addition, the
Russell 2000 is reconstituted every June thereby requiring the Portfolio to
significantly adjust its holdings at least annually. For example, in June, 1996,
26% of the stocks constituting the index changed. Such drastic turnover means
the Portfolio must incur large trading costs to match the revised index.
As a result of the problems in tracking and reconstituting the Russell
2000 Index, it is proposed the investment objective of the Portfolio be changed.
Under the proposal, the Portfolio's investment objective would be: to provide
investment results, before fees, that correspond to the total return of the
Standard & Poor's Small-Cap 600 Stock Index ("S&P 600").
The S&P 600 Index is widely recognized and tracks an index of 600 small
company stock prices. The S&P 600 Index is designed to monitor the performance
of publicly traded common stock of the small company sector of the United States
equities market. Over the three years since its creation, the S&P 600 Index has
outperformed the Russell 2,000 Index. The S&P 600 Index is market-value
weighted, meaning that each stock's influence on the index's performance is
directly proportional to that stock's "market value" (the stock price multiplied
by the number of outstanding shares). The securities that comprise the S&P 600
Index are traded on the New York Stock Exchange, the American Stock Exchange and
the Nasdaq Stock Market.
Standard & Poor's Small-Cap 600 Stock Index and S&P 600 are trademarks
of The McGraw-Hill Companies, Inc. and have been licensed for use by Maxim
Series Fund, Inc. The Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of using this index.
The Portfolio will attempt to duplicate the performance of the S&P 600
Index while keeping transaction costs low and minimizing portfolio turnover. To
achieve its investment objective, the Portfolio will purchase equity securities
that comprise the S&P 600 Index in proportion to their market-value weighting.
Like the index, the Portfolio will hold both dividend paying and non-dividend
paying common stocks.
From time to time adjustments may be made in the Portfolio's holdings
due to a change in the composition of the S&P 600 Index. The Portfolio will
attempt to achieve a correlation between its performance and that of the S&P 600
Index of at least 0.95, without taking into account expenses. A correlation of
1.00 would indicate perfect correlation, which would be achieved when the
Portfolio's net asset value, including the value of its dividends and capital
gains distributions, increases or decreases in exact proportion to changes in
the S&P 600 Index. The Adviser will attempt to minimize any "tracking error"
(the statistical measure of the difference between the investment results of the
Portfolio and that of the S&P 600 Index) in making investments for the
Portfolio. While the Small-Cap Index tries to remain invested in Index
securities as fully as possible, it must manage cash flows resulting from the
Portfolio's purchase and redemption of Portfolio shares. Therefore, the
Portfolio may also invest in U.S. dollar-denominated short-term bonds, and money
market instruments, including U.S. Government securities, certificates of
deposit, time deposits, bankers' acceptances and repurchase agreements for these
securities. The Portfolio may buy commercial paper rated in one of the top two
rating categories by an NRSRO or, if unrated, determined to be of comparable
quality by the Investment Adviser. Brokerage and other transaction costs, as
well as investment advisory fees for the Portfolio, in addition to potential
tracking errors, will tend to cause the Portfolio's return to be lower than the
return of the S&P 600 Index. In addition, there can be no assurance, as to how
closely the Portfolio's performance will correspond to the performance of the
S&P 600 Index.
If the proposal is approved, the change in the Portfolio's investment
objective would become effective on August 1, 1997, and would be completely
phased in by October 24, 1997 to allow the Portfolio a period to transition its
holdings. At the time the new investment objective would become effective, the
Adviser will determine, based on market conditions and the new investment
objective, the extent to which securities held by the Portfolio will be sold and
new securities purchased. It is, however, important to understand the S&P 600
Index is a sub-set of the Russell 2,000 and all securities in the S&P 600 Index
are also in the Russell 2000 Index; therefore, certain securities will be
retained. While it is anticipated the Adviser will have to make significant
changes in the current holdings of the Portfolio as a result of the new
investment objective, the Fund cannot predict the precise impact the proposed
changes would have on the Portfolio's turnover rate. However, the Fund estimates
that approval of this proposal would cause the turnover rate for 1997 to be
approximately 66% due to the transition and for subsequent years, approximately
7.5%, though there can be no assurance that these estimates will be accurate.
For comparison purposes, the turnover rate during 1996 was 39.66% and 1995 was
30.17%. The Portfolio may also incur additional brokerage expenses as a result
of the conversion. The anticipated cost of these brokerage expenses
3
<PAGE>
is approximately $120,000.
If this proposal is approved at the Meeting, value held under a
Contract will remain in the Investment Division that invests in the Small-Cap
Index Portfolio unless separate instructions are received from the Contractowner
to move the assets into another available portfolio.
Vote Required
In order to approve this Proposal, the affirmative vote of the holders
of a majority of the outstanding shares of the Portfolio is required. "Majority"
for this purpose means: (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.
Evaluation of the Board of Directors
At a meeting of the Board held on June 2, 1997, at which a majority of
the Independent Directors were in attendance, the Board evaluated the Proposal.
Prior to and during the meeting the Board requested information they deemed
necessary to enable them to determine whether the Proposal is in the best
interest of the Fund, the Portfolio and its shareholders.
Based upon the Board's review and the evaluation of the materials they
received, and in consideration of all factors deemed relevant, the Board
determined the Proposal is reasonable and in the best interest of the Fund, the
Portfolio and its shareholders. Accordingly, the Board, including all of the
Independent Directors, unanimously approved the Proposal and voted to recommend
that the Portfolio's shareholders vote to approve the proposed change in
investment objective.
THE DIRECTORS, INCLUDING A MAJORITY OF THE INDEPENDENT DIRECTORS, RECOMMEND THAT
SHAREHOLDERS OF THE PORTFOLIO VOTE TO APPROVE THE PROPOSED CHANGE IN INVESTMENT
OBJECTIVE.
Shareholder Proposals
It is anticipated that, following the Meeting, the Fund will not hold
any meetings of shareholders except as required by federal or Maryland law.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholder meeting, should send proposals to the offices of the
Fund. The expense of preparing, printing, and mailing the proxy statement and
the accompanying form of proxy and notice of shareholder meeting will be borne
by the Fund.
The fund will furnish, without charge, a copy of the 1996 Annual Report
and the June 30, 1997 semiannual report upon request of a Contractowner who has
allocated contract value to the Small-Cap Index Portfolio of the Fund. Such
requests should be forwarded to Karen Miller, 8515 East Orchard Road, Englewood,
Colorado 80111; (800) 537-2033 ext. 4441.
By Order of the Board of Directors
/s/ Beverly A. Byrne
Beverly A. Byrne
Secretary
July 10, 1997
4
<PAGE>
