MAXIM SERIES FUND INC, 485A24F, 1997-06-25

MAXIM SERIES FUND INC
485A24F, 1997-06-25
DRILLING OIL & GAS WELLS

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June 25, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Maxim Series Fund, Inc.
Post-Effective Amendment No. 52
Form N-1A

Ladies and Gentlemen:

Please find enclosed via EDGAR transmission Post-Effective Amendment No.
52, Form N-1A filed on behalf of Maxim Series Fund, Inc. The filing is made to
add 6 new portfolios to Maxim Series Fund.

Any questions with respect to this filing should be directed to the
undersigned at (303) 689-3817 or Mr. Tom Mira at (202) 965-8158.

Sincerely,

/s/ Beverly A. Byrne

Beverly A. Byrne

<PAGE>
As filed with the Securities and Exchange Commission on June 25, 1997

Registration No. 2-75503

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)

Pre-Effective Amendment No. ( )
Post-Effective Amendment No. 52 (X)

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

Amendment No. 52 (X)

MAXIM SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
8515 E. Orchard Road
Englewood, Colorado 80111

Registrant's Telephone Number, including Area Code: (303) 689-3000

W. T. McCallum
President and Chief Executive Officer
Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Englewood, Colorado 80111

(Name and Address of Agent for Service)

Copies of Communications to:
James F. Jorden, Esquire
Jorden Burt Berenson & Johnson, LLP
1025 Thomas Jefferson St. N. W.
Suite 400 East
Washington, D. C. 20007-0805

It is proposed that this filing will become effective (check appropriate box)

immediately upon filing pursuant to paragraph (b) of Rule 485 on
pursuant to paragraph (b)(1)(v) of Rule 485 60 days after filing
pursuant to paragraph (a)(1) of Rule 485 on pursuant to paragraph
X (a)(1) of Rule 485 75 days after filing pursuant to paragraph (a)(2)
of Rule 485 on pursuant to paragraph (a)(2)of Rule 485.

If appropriate, check the following:

this post-effective amendment designates a new effective date for
a previously filed post-effective amendment

The Registrant has previously filed a declaration of indefinite registration of
its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
Rule 24F-2 Notice for Registrant's fiscal year was filed February 26, 1997.

<PAGE>

This Post-Effective Amendment No. 52 shall not supersede or effect this
Registration Statement as this Registration Statement applies to those
Portfolios filed under Post-Effective Amendments No. 50 and 51.

<PAGE>

MAXIM SERIES FUND, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS-REFERENCE SHEET

PART A

Form N-1A Item Prospectus Caption

1. Cover Page Cover Page
2. Synopsis Not Applicable
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Introduction; Fund Portfolios;
The Fund and Its Shares
5. Management of the Fund Management of the Fund
6. Capital Stock and Other Securities The Fund and Its Shares
7. Purchase of Securities Being Offered Introduction; Purchase and
Redemption of Shares;
Valuation of Shares
8. Redemption or Repurchase Purchase and Redemption of Shares
9. Pending Legal Proceedings Not Applicable

PART B

Statement of Additional
Form N-1A Item Information Caption

10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies The Fund Portfolios
14. Management of the Registrant Management of the Fund
15. Control Persons and Principal
Holders of Securities Purchase and Redemption of Shares
16. Investment Advisory and Other Services Management of Fund
17. Brokerage Allocation Portfolio Transactions and Brokerage
18. Capital Stock and Other Securities Not Applicable
19. Purchase, Redemption and Price
of Securities Being Offered Purchase and Redemption of Shares
20. Tax Status Taxes
21. Underwriters Not Applicable
22. Calculation of Yield Quotations
of Performance Data Calculation of Yields
and Total Return
23. Financial Statements Financial Statements

PART C

Form N-1A Item Part C Caption

24. Financial Statements and Exhibits Financial Statements and Exhibits
25. Persons Controlled by or Under
Common Control Persons Controlled by or Under Common
Control
26. Number of Holders of Securities Number of Holders of Securities
27. Indemnification Indemnification
28. Business and Other Connections of
Investment Adviser Business and Other Connections of
Investment Adviser
29. Principal Underwriters Principal Underwriters
30. Location of Accounts and Records Location of Accounts and Records
31. Management Services Management Services
32. Undertakings Undertakings
33. Signatures Signatures

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

MAXIM SERIES FUND, INC.
8515 E. Orchard Rd., Englewood, Colorado 80111
Phone No. (303) 689-3000

Maxim Series Fund, Inc. (the "Fund"), an open-end management investment
company, includes the following non-diversified investment portfolios:
Aggressive Profile Portfolio, Moderately Aggressive Profile Portfolio, Moderate
Profile Portfolio, Moderately Conservative Profile Portfolio and Conservative
Profile Portfolio (collectively, the "Maxim Profile Portfolios" or each a "Maxim
Profile Portfolio"). Each Maxim Profile Portfolio seeks to achieve its
investment objective by investing in other Maxim Portfolios (collectively
"Underlying Portfolios" or each an "Underlying Portfolio").

The investment objective of the Aggressive Profile Portfolio is to seek
to achieve a high total return on investment through long-term capital
appreciation. It is designed for an investor who is willing to take on a greater
degree of risk now for the chance of better returns later and places a higher
priority on investment growth than on safety. This investor typically is
comfortable riding out the ups and downs of the markets. This Portfolio would
not be appropriate for an investor with a short investment horizon.

The investment objective of the Moderately Aggressive Profile Portfolio
is to seek to achieve a high total return on investment through long-term
capital appreciation. This Portfolio is designed for the investor who is willing
to take on a slightly greater degree of risk now for the chance of better
returns later and places a high priority on investment growth but also seeks
some safety. This investor is comfortable with riding the ups and downs of the
market but is not comfortable with the volatility that would be associated with
the Aggressive Profile Portfolio. This Portfolio would not be appropriate for an
investor with a short investment horizon.

The investment objective of the Moderate Profile Portfolio is to seek
to achieve a high total return on investment through long-term capital
appreciation. This investor likes the potential for higher returns but seeks
more safety than an aggressive or moderately aggressive investor.

The Moderately Conservative Profile Portfolio seeks to a achieve the
highest possible total return consistent with reasonable risk through a
combination of income and capital appreciation. This Portfolio is designed for
an investor who places a priority on investment safety but is willing to take
some risk for a potential higher return on investment. This investor may be
approaching retirement or simply prefers to take less risk than other investors.

The investment objective of the Conservative Profile Portfolio is to
seek to achieve total return consistent with preservation of capital primarily
through fixed income investments. This Portfolio is designed for investors whose
highest priority is safety for which the investor is willing to accept a lower
potential return on investments. This investor may be approaching retirement or
simply prefer to take less risk than other investors.

This Prospectus sets forth concisely the information about the Fund and
the Portfolios that prospective investors ought to know before investing.
Additional information about the Fund has been filed with the Securities and
Exchange Commission and is available upon request, without charge by calling or
writing the Fund. The "Statement of Additional Information" bears the same date
as this Prospectus and is incorporated by reference into this Prospectus in its
entirety.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.

<PAGE>

G W CAPITAL MANAGEMENT, INC.
Investment Adviser

The date of this Prospectus is
September , 1997.

<PAGE>

INTRODUCTION

Maxim Series Fund, Inc. (the "Fund") is an open-end management
investment company (a mutual fund) that sells its shares to the Maxim Series
Account, Retirement Plan Series Account, FutureFunds Series Account, FutureFunds
II Series Account and Pinnacle Series Account of Great-West Life & Annuity
Insurance Company ("GWL&A") and TNE Series(k) Account (collectively, the "Series
Accounts") of New England Life Insurance Company ("NELICO"). The shares in the
Series Accounts are currently used to fund benefits under certain individual and
group variable annuity contracts and variable life insurance policies (the
"Variable Contracts") issued by GWL&A and NELICO. For information concerning
your rights under a variable contract, see the applicable Series Account
prospectus. Shares of the Fund are, and may in the future be, used to fund
benefits under other contracts issued by GWL&A, its affiliates, NELICO or other
insurance companies. GW Capital Management, Inc. ("GW Capital Management") is
the Investment Adviser for the Fund.

THE FUND PORTFOLIOS

Each Portfolio of the Fund has its own investment objective and
investment strategy. The Maxim Profile Portfolios are the only Portfolios
offered in this prospectus and are described below. The investment objective of
a Portfolio may not be changed without a vote of a majority of the shares of
that Portfolio. A more detailed description of the Portfolios' investment
policies is contained in the Statement of Additional Information ("SAI").

The objective of the Maxim Profile Portfolios is to maximize total
investment return subject to the investment restrictions and asset allocation
policies described in this prospectus. Specifically,

The investment objective of the Aggressive Profile Portfolio is to seek
to achieve a high total return on investment through long-term capital
appreciation primarily through investments in Underlying Portfolios with an
emphasis on equity investments.

The investment objective of the Moderately Aggressive Profile Portfolio
is to seek to achieve a high total return on investment through long-term
capital appreciation primarily through investments in Underlying Portfolios with
an emphasis on equity investments, though income is a secondary consideration.

The investment objective of the Moderate Profile Portfolio is to seek
to achieve a high total return on investment through long-term capital
appreciation primarily through investments in Underlying Portfolios with a
relatively equal emphasis on equity and fixed income investments.

The Moderately Conservative Profile Portfolio seeks to a achieve the
highest possible total return consistent with reasonable risk through a
combination of income and capital appreciation, through investments in
Underlying Portfolios with a primary emphasis on fixed income investments, and,
to a lesser degree in Portfolios with an emphasis on equity investments.

The investment objective of the Conservative Profile Portfolio is to
seek to achieve total return consistent with preservation of capital primarily
through investments in Underlying Portfolios with an emphasis on fixed income
investments.

The investment objectives are summarized below in a chart that
illustrates the degree to which each Profile Portfolio emphasizes income, growth
of capital and risk of principal:

Portfolio Income Growth of Capital Risk of Principal
- --------- -------- ----------------- -----------------
Aggressive Profile Low High High
Moderately Aggressive Profile Low High to Medium High
Moderate Profile Medium Medium to High Medium
Moderately Conservative
Profile Medium to High Low to Medium Medium
Conservative Profile High Low Low

<PAGE>

There is no assurance that the Portfolios will achieve their stated
objectives.

Each Maxim Profile Portfolio invests in a select group of Underlying
Portfolios suited to the Maxim Profile Portfolio's particular investment
objective. The allocation of assets among the Underlying Portfolios is
determined by GW Capital Management. The Maxim Profile Portfolios are
automatically rebalanced once per quarter to maintain the appropriate asset
allocation as well as the appropriate selection of Underlying Portfolios. This
rebalancing takes place on the 20th day of February, May, August and November,
unless that day is not a business day in which case the Maxim Profile Portfolios
will be rebalanced on the next business day after the 20th. Rebalancing involves
selling shares of one Underlying Portfolio purchasing shares of another
Underlying Portfolio. GW Capital Management may from time to time adjust the
percentage of assets invested in any specific Underlying Portfolio. Such
adjustments may be made to increase or decrease the Maxim Profile Portfolio's
holdings of particular asset classes. The particular Underlying Portfolios in
which each Maxim Profile Portfolio may invest and the asset allocation ranges
may be changed from time to time by the Board of Directors without the approval
of the Maxim Profile Portfolios' shareholders.

Although the Maxim Profile Portfolios will generally be fully invested
in the Underlying Portfolios, each Profile Portfolio may invest up to 100% of
its assets in cash or in money market instruments for the purpose of meeting
redemption requests or making other anticipated cash payments or to protect the
Portfolio in the event it is believed market or economic conditions warrant a
defensive posture.

Investors in the Maxim Profile Portfolios, in addition to bearing their
proportionate share of the expenses of a Maxim Profile Portfolio (see
"Management of the Fund" in this prospectus), will indirectly bear expenses of
the Underlying Portfolios. Therefore, investors would realize lower aggregate
charges and expenses by investing directly in the Underlying Portfolios rather
than investing directly in the Maxim Profile Portfolios. An investor who chooses
to invest directly in the Underlying Portfolios rather than purchasing the Maxim
Profile Portfolios would, however, forego the asset allocation services provided
by GW Capital Management in its management of the Maxim Profile Portfolios.

Asset Allocation Design

Asset allocation is one of the most important investment decisions an
investor makes. Selecting the appropriate mix of asset classes should be based
on personal objectives, investment time horizons and risk tolerances. The Maxim
Profile Portfolios provide different types of investors with a way to meet
target asset allocations.

In order to achieve their investment objectives, the Maxim Profile
Portfolios maintain different allocations of equity and fixed income Underlying
Portfolios reflecting varying degrees of potential investment risk and reward.
These asset class allocations provide investors with five diversified, distinct
options that meet a wide array of investor needs. The chart below illustrates
the asset allocation ranges for each Maxim Profile Portfolio:

<TABLE><S><C>
========================================================================================================
E Asset Class Conservative Moderately Moderate Moderately Aggressive
Q Conservative Aggressive
----------------------------------------------------------------------------------------------------------------------
U International 0-10% 5-25% 5-25% 10-30% 15-35%
----------------------------------------------------------------------------------------------------------------------
I Small-Cap 0-10% 0-10% 0-20% 0-20% 10-30%
----------------------------------------------------------------------------------------------------------------------
T MidCap 0-10% 0-20% 5-25% 10-30% 20-40%
----------------------------------------------------------------------------------------------------------------------
Y Large-Cap 15-35% 15-35% 20-40% 25-45% 15-35%
- -----------------------------------------------------------------------------------------------------------------------------
D Bond 30-50% 20-40% 5-25% 5-25% 0-10%

<PAGE>

----------------------------------------------------------------------------------------------------------------------
E Short-Term
Bond 25-45% 10-30% 5-25% 0-10% 0-10%
B

T
=============================================================================================================================
</TABLE>

The asset allocations are determined and the Underlying Portfolios are
selected according to guidelines established by the Board of Directors according
to fundamental and quantitative analysis of the expected long term return and
risk characteristics for each Underlying Portfolio.

For more information about the investment objectives of each Underlying
Portfolio, please see "The Underlying Portfolios" in this prospectus, the SAI
and the prospectus for the Underlying Portfolios.

Risk Factors and Special Considerations

Like any investment program, an investment in one or more of the Maxim
Profile Portfolios entails certain risks. The Portfolios are concentrated in the
various series of Maxim Series Fund, so investors should be aware that each
Profile Portfolio's performance is directly related to the investment
performance of the Underlying Portfolios in which the Profile Portfolios invest
and each Profile Portfolio's allocation among the Underlying Portfolios. First,
changes in the net asset values of the Underlying Portfolios affect each Profile
Portfolio's net asset value. Second, over the long-term, each Profile
Portfolio's ability to meet its investment objective depends on the Underlying
Portfolios meeting their investment objectives.

The Maxim Profile Portfolios are "non-diversified" for purposes of the
Investment Company Act of 1940 because they invest in securities of a limited
number of Underlying Portfolios. However, the Underlying Portfolios themselves
are diversified investment companies. The Maxim Profile Portfolios intend to
qualify as diversified investment companies for purposes of Subchapter M of the
Internal Revenue Code of 1986, as amended.

The different types of securities and investment techniques common to
one or more of the Underlying Portfolios all have attendant risks of varying
degrees. With respect to the Moderate Profile, Moderately Aggressive Profile and
Aggressive Profile Portfolios, the primary risk is the same as for those related
to equity securities, with a secondary risk being that associated with debt
securities. For the Conservative Profile and Moderately Conservative Profile,
the primary risk is the same as for those related to debt securities, with a
secondary risk being that associated with equity securities.

With respect to debt securities, there can be no assurance that the
issuer of such securities will be able to meet its obligations on interest
(credit risk) or principal payments in a timely manner. Credit risk is even
greater with high yield ("junk") bonds, whose issuers are more vulnerable to
business setbacks and to economic changes, such as a recession, that may impair
their ability to make timely interest and principal payments. In addition, the
value of debt instruments generally rises and falls inversely with changes in
interest rates (interest rate risk). Prepayment risk is associated with
mortgage-backed securities and is the chance that, when interest rates are
falling, homeowners will accelerate principal payments on mortgages, causing a
loss to investors in mortgage-backed securities that were originally purchased
at a price above par. Also, the Conservative and Moderately Conservative Profile
Portfolios' exposure to Underlying Portfolios which invest in common stocks
subjects that portion of their assets to the risks associated with stocks and
risks of foreign investing to the extent the Underlying Portfolio may invest in
foreign securities (discussed next).

With respect to equity securities, stock market risk is the possibility
that stock prices in general will decline over short or extended periods and
that investors may suffer loss of principal. Stock markets tend to be cyclical
with periods when stock prices generally rise or fall. Since economic growth has
been punctuated by declines, share prices of even the best-managed, most
profitable companies are subject to market risk. Swings in investor psychology
and significant trading by large institutions can result in price declines. For
this reason, equity investors should have a long-term investment horizon and be
willing to wait out their markets.

<PAGE>

The Profile Portfolios, through investment in the Underlying
Portfolios, may also be exposed to the risks of foreign investing. Currency risk
is the risk that weak foreign currency versus the U.S. dollar could result in
losses for U.S. investors. Other risks of foreign investing include the
following: differences in accounting, auditing and financial reporting
standards; generally higher commission rates on foreign portfolio transactions;
the smaller trading volumes and generally lower liquidity of foreign stock
markets, which may result in greater price volatility; foreign withholding taxes
payable on an Underlying Portfolio's foreign securities, which may reduce
dividend income payable to shareholders; the possibility of expropriation or
confiscatory taxation; adverse changes in investment or exchange control
regulations; political instability which could affect U.S. investment in foreign
countries; and potential restrictions on the flow of international capital.
Therefore, investments in foreign securities will be riskier than investments in
U.S. securities and more subject to erratic and abrupt price movements.

While the Maxim Profile Portfolios do not hold securities directly,
they are nevertheless subject to manager risk of the Underlying Portfolios,
which is the possibility that the Underlying Portfolios' investment managers may
fail to execute the Underlying Portfolios' investment strategies effectively. As
a result, the Maxim Profile Portfolios may fail to meet their stated objectives.

Investment Restrictions

In addition to the investment objectives of each Maxim Profile
Portfolio, the Portfolios are subject to investment restrictions that are
described under "Investment Limitations" in the SAI.

THE UNDERLYING PORTFOLIOS

Following is a concise description of the investment objectives and
practices for each of the Underlying Portfolios in which the Maxim Profile
Portfolios may invest. There can be no assurance that the investment objectives
of the Underlying Portfolios will be met. Additional information regarding the
investment practices of the Underlying Portfolios is located in the SAI and
prospectuses of the Underlying Portfolios. No offer is made in this prospectus
of any of the Underlying Portfolios. The major characteristics of the underlying
Maxim portfolios are as follows by asset class:

SHORT-TERM BOND

The Short-Term Maturity Bond Portfolio seeks preservation of capital,
liquidity and maximum total return through investment in an actively managed
portfolio of debt securities comprised primarily of investment grade bonds and
other debt securities. The weighted average quality of the Portfolio will be A
rated or higher and will consist only of individual securities with maturities
of no longer than three years.

BOND

The Bond Portfolio seeks to achieve maximum total return consistent
with the preservation of capital, through investment in an actively managed
portfolio of debt securities. The Portfolio will normally consist of securities
with various maturities but the weighted average maturity will be 2 to 10 years.
Under normal circumstances, the portfolio intends to invest at least 65% of its
net assets in debt securities of the U.S. Government and its agencies; foreign
governments, agencies and supra-national organizations; and, domestic or foreign
corporations. The Portfolio may also invest in mortgage-related and other
asset-backed securities, domestic and foreign commercial banks and money markets
including commercial paper, bankers acceptances, certificate of deposit, time
deposit and repurchase agreements. The Portfolio may also invest up to 10% of
its total assets (measured at the time of acquisition) in below investment grade
quality debt securities (commonly known as "junk bonds").

The Corporate Bond Portfolio seeks high total investment return by
investing primarily in debt securities (including convertibles), although up to
20% of its assets (measured at the time of acquisition) may be invested in
preferred stocks. The Portfolio will normally invest at least 65% of its total
assets in bonds. A limited portion

<PAGE>

of its total assets (measured at the time of acquisition) may also be invested
in securities of foreign issuers and up to 35% of its total assets (measured at
the time of acquisition) in securities of below investment grade quality.

The U.S. Government Securities Portfolio seeks the highest level or
return consistent with preservation of capital and substantial credit
protection. The Portfolio seeks to achieve this objective by investing at least
65% of its total assets in securities issued or guaranteed by the U.S.
Government or one of its agencies or instrumentalities. Investment in U.S.
Government securities will include direct pass-through mortgage certificates
issued by government agencies whose obligations are backed by the full faith and
credit of the United States Government such as the Government National Mortgage
Association ("GNMA") or Federal Housing Administration.

LARGE-CAP EQUITY

The Maxim T. Rowe Price Equity/Income Portfolio seeks to provide
substantial dividend income and also capital appreciation by investing primarily
in dividend-paying common stocks of established companies. In pursuing its
objective, the Portfolio will emphasize companies with favorable prospects for
increasing dividend income and secondarily, capital appreciation.

The Stock Index Portfolio seeks to provide investment results, before
fees, that correspond to the total return of the S&P 500 Index and the S&P
MidCap 400 Index (the "S&P MidCap Index"), weighted according to their pro rata
share of the market. The Portfolio will pursue this objective by investing in
common stocks traded on the New York Stock Exchange and the American Stock
Exchange and, to a limited extent, in the over-the-counter markets.

The Value Index Portfolio seeks to provide investment results, before
fees, that correspond to the total return of the Russell 1000 Value Index. The
Russell 1000 Value Index tracks stock market performance of stocks from the
Russell 1000 Index exhibiting certain characteristics suggesting value
potential; that is, common stocks with greater than average value orientation,
determined based on price-to-book ratio, issued by corporations domiciled in the
U.S. and its territories traded on the various U.S. stock exchanges and, to a
limited extent, in the over-the-counter markets.

The Growth Index Portfolio seeks to provide investment results, before
fees, that correspond to the total return of the Russell 1000 Growth Index. The
Russell 1000 Growth Index tracks stock market performance of stocks from the
Russell 1000 Index exhibiting certain characteristics suggesting growth
potential that is, common stocks with greater than average growth orientation,
determined based on price-to-book ratio, issued by corporations domiciled in the
U.S. and its territories traded on the various U.S. stock exchanges and, to a
limited extent, in the over-the-counter markets.

The Maxim Blue Chip Portfolio seeks to provide long-term growth of
capital and income. To achieve this objective, the Portfolio normally will
invest primarily in common stocks of large, well-established, stable and mature
companies, commonly known as "Blue Chip" companies.

MIDCAP EQUITY

The MidCap Portfolio seeks long-term growth of capital. The Portfolio
will normally invest at least 65% of its assets in securities issued by
medium-sized companies. Medium-sized companies are those whose market
capitalizations fall within the range of companies on the S&P MidCap Index.

The Maxim MidCap Growth Portfolio seeks to provide long-term
appreciation by investing primarily in common stocks of medium-sized (mid-cap)
growth companies. To achieve this objective, the Portfolio will invest at least
65% of its assets in a diversified portfolio of mid-cap companies whose earning
are expected to grow at a faster rate than the average company.

SMALL-CAP EQUITY

<PAGE>

The Maxim INVESCO Small-Cap Growth Portfolio seeks long-term capital
growth. The Portfolio seeks to achieve this objective by investing at least 65%
of its total assets in a diversified group of equity securities of emerging
growth companies with market capitalizations of $1 billion or less at the time
of initial purchase.

The Small-Cap Aggressive Growth Portfolio seeks long-term capital
growth. The Portfolio seeks to achieve its objective by investing in common
stocks or their equivalent emphasizing securities believed to be undervalued by
the market. It will normally invest at least 65% of its total assets (measured
at the time of acquisition) in companies with market capitalization of less than
$500 million and may invest up to 35% of its total assets (measured at the time
of acquisition) in larger companies.

INTERNATIONAL EQUITY

The Maxim INVESCO ADR Portfolio seeks to achieve a high total return on
investment through capital appreciation and current income, while reducing risk
through diversification. In pursuing this objective, substantially all of the
Portfolio's assets will be invested in foreign securities that are issued in the
form of American Depository Receipts ("ADRs") or foreign stocks that are
registered with the Securities and Exchange Commission ("SEC") and traded in the
U.S. ADRs are negotiable certificates, issued by a U.S. depository bank, which
represent an ownership interest in shares of non-U.S. companies that are being
held by a U.S. depository bank. ADRs are traded freely on U.S. exchanges or in
the U.S. over-the-counter market. ADRs can be issued under different types of
programs, and, as a result, some ADRs may not be registered with the SEC.

The International Equity Portfolio seeks long-term capital growth
through a flexible policy of investing in stocks and debt obligations of
companies and governments outside the United States. Any income realized will be
incidental. The Portfolio will generally invest in common stock and debt
securities, rated or unrated, such as convertible bonds and bonds selling at a
discount.

MANAGEMENT OF THE FUND

Overall responsibility for management and supervision of the Fund rests
with the Fund's directors. There are currently five directors, three of whom are
not "interested persons" of the Fund within the meaning of that term under the
Investment Company Act of 1940. The Board meets regularly four times each year
and at other times as necessary. By virtue of the functions performed by GW
Capital Management as Investment Adviser, the Fund requires no employees other
than its executive officers, none of whom devotes full time to the affairs of
the Fund. These officers are employees of GW Capital Management and receive
compensation from it. The Statement of Additional Information contains the names
of, and general background information regarding, each Director and executive
officer of the Fund.

Investment Adviser

GW Capital Management, located at 8515 E. Orchard Rd., Englewood,
Colorado 80111, serves as the Fund's "Investment Adviser." GW Capital Management
is a wholly owned subsidiary of Great-West Life & Annuity Insurance Company
which in turn is a wholly owned subsidiary of The Great-West Life Assurance
Company. The Great-West Life Assurance Company is a wholly owned subsidiary of
Great-West LifeCo Inc, which is in turn a subsidiary of Power Financial
Corporation. Power Corporation of Canada has voting control of Power Financial
Corporation. Mr. Paul Desmarais, through a group of private holdings companies,
which he controls, has voting control of Power Corporation of Canada. The
Investment Adviser presently acts as the investment adviser for Orchard Series
Fund, Great-West Variable Annuity Account A, a separate account of GWL&A
registered as a management investment company, and certain non-registered,
qualified corporate pension plan separate accounts of GWL&A. GW Capital
Management is a registered investment adviser with the Securities and Exchange
Commission.

Subject to the supervision and direction of the Fund's Board of
Directors, the Investment Adviser manages the Maxim Profile Portfolios in
accordance with their stated investment objective and policies, makes

<PAGE>

investment decisions for the Maxim Profile Portfolios and places orders to buy
and sell securities on behalf of the Fund. The Investment Adviser provides
investment advisory services and pays all the expenses of the Maxim Profile
Portfolios, except extraordinary expenses. As compensation for its services to
the Fund for the Maxim Profile Portfolios, the Investment Adviser will receive
monthly compensation at the annual rate of 0.25% of the average daily net assets
of each Maxim Profile Portfolio. As noted above, the Maxim Profile Portfolios
will also bear the indirect expense of the Underlying Portfolios. In 1996, the
total expenses for each of the Underlying Portfolios were: 0.60% of the average
daily net assets of the Short-Term Maturity Bond, Bond, Stock Index, U.S.
Government Securities, Value Index and Growth Index Portfolios; 0.90% of the
average daily net assets of the Corporate Bond Portfolio; 0.95% of the average
daily net assets of the Maxim T. Rowe Price Equity/Income Portfolio; 1.05% of
the average daily net assets of the Maxim MidCap Growth Portfolio; 1.10% of the
average daily net assets of the MidCap and Maxim INVESCO Small-Cap Growth
Portfolios; 1.15% of the average daily net assets of the Maxim Blue Chip
Portfolio; 1.30% of the average daily net assets of the Maxim INVESCO ADR and
Small-Cap Aggressive Growth Portfolios; and, 1.50% of the average daily net
assets of the International Equity Portfolio.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends from investment income of the Maxim Profile Portfolios shall
be declared and reinvested semi-annually. Distributions of net realized capital
gains, if any, are declared in the fiscal year in which they have been earned
and are reinvested in additional shares of the respective Maxim Profile
Portfolio at net asset value.

The Fund has qualified, and intends to continue to qualify, as a
regulated investment company ("RIC") under Subchapter M of the Internal Revenue
Code ("Code"). Each portfolio of the Fund is treated as a separate corporation
for federal income tax purposes. The Maxim Profile Portfolios intend to
distribute all of its net income so as to avoid any federal income tax liability
under the RIC provisions. All dividends and any distributions of any realized
capital gains will be taxable to the Maxim Profile Portfolios' shareholders,
which in this case are GWL&A's and NELICO's Series Accounts. The Maxim Profile
Portfolios also intend to distribute dividends in amounts sufficient to avoid
the imposition of the Code Section 4982 excise tax.

For a discussion of the taxation of GWL&A/NELICO and the Series
Accounts, see "Federal Tax Considerations" included in the applicable Series
Account prospectus.

PURCHASE AND REDEMPTION OF SHARES

Shares of the Maxim Profile Portfolios are sold and redeemed at their
net asset value next determined after initial receipt of a purchase order or
notice of redemption without the imposition of any sales commission or
redemption charge. However, certain deferred sales and other charges may apply
to the variable contracts issued through the Series Accounts. Such charges are
described in the applicable Series Account prospectus.

VALUATION OF SHARES

The Maxim Profile Portfolios' net asset value per share is determined
as of 4:00 p.m., EST/EDT once daily Monday through Friday, except on holidays on
which the New York Stock Exchange is closed.

Net asset value of a portfolio share is computed by dividing the value
of the net assets of the Maxim Profile Portfolios by the total number of
portfolio shares outstanding. Because all or substantially all of the assets of
the Maxim Profile Portfolios are invested in Underlying Portfolios, the net
asset value of each Maxim Profile Portfolio will be based on the net asset value
of the Underlying Portfolios.

Money market securities held by the Portfolios with 60 days or less
remaining to maturity are valued on an amortized cost basis, which involves
valuing a portfolio instrument at its cost initially and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price the Portfolios would receive if it sold the security.

<PAGE>

THE FUND AND ITS SHARES

The Fund was incorporated under the laws of the State of Maryland on
December 7, 1981 and is registered with the Securities and Exchange Commission
as an open-end, management investment company. The Fund commenced operations
on February 25, 1982.

The Fund offers a separate class of common stock for each portfolio.
All shares will have equal voting rights, except that only shares of a
respective portfolio will be entitled to vote on matters concerning only that
portfolio. Each issued and outstanding share of each Maxim Profile Portfolio is
entitled to one vote and to participate equally in dividends and distributions
declared by the Maxim Profile Portfolio and, upon liquidation or dissolution, to
participate equally in the net assets of the Maxim Profile Portfolio remaining
after satisfaction of outstanding liabilities. The shares of the Maxim Profile
Portfolios, when issued, will be fully paid and non-assessable, have no
preference, preemptive, conversion, exchange or similar rights, and will be
freely transferable. Shares do not have cumulative voting rights and the holders
of more than 50% of the shares of the Fund voting for the election of directors
can elect all of the directors of the Fund if they choose to do so and, in such
event, holders of the remaining shares would not be able to elect any directors.

The Series Accounts, as part of GWL&A or of NELICO, and The Great-West
Life Assurance Company, which provided the Fund's initial capitalization, and
the affiliates of GWL&A, will be holders of the shares and be entitled to
exercise the rights directly as described in the applicable Series Account
prospectus.

The Fund offers its shares to the Series Accounts. For various reasons,
it may become disadvantageous for one or more of the Series Accounts to continue
to invest in Fund shares. In such an event, one or more Series Accounts may
redeem its Fund shares. For further information, see the Statement of Additional
Information.

PERFORMANCE RELATED INFORMATION

The Fund may advertise certain performance related information.
Performance information about the Maxim Profile Portfolios is based on each
Maxim Profile Portfolio's past performance only and is no indication of future
performance.

The Fund may include total return in advertisements or other sales
materials regarding the Maxim Profile Portfolios. When the Fund advertises the
total return of a Maxim Profile Portfolio, it will usually be calculated for one
year, five years, and ten years or some other relevant period if the Maxim
Profile Portfolio has not been in existence for at least ten years. Total return
is measured by comparing the value of an investment in the Portfolio at the
beginning of the relevant period to the value of the investment at the end of
the period (assuming immediate reinvestment of any dividends or capital gains
distributions).

The Maxim Profile Portfolios may also advertise their yield in addition
to total return. This yield will be computed by dividing the net investment
income per share earned during a recent one-month period by the net asset value
of a Portfolio share (reduced by any dividend expected to be paid shortly out of
Portfolio income) on the last day of the period.

<PAGE>

GENERAL INFORMATION

Reports to Shareholders

The fiscal year of the Fund ends on December 31 of each year. The Fund
will send to its shareholders, at least semiannually, reports showing
performance of the Portfolios and other information. An annual report,
containing financial statements, audited by independent certified public
accountants, will be sent to shareholders each year.

Custodian

The Bank of New York ("BONY"), New York City, New York, acts as
custodian of the Fund's assets. BONY has custody of the Fund's assets held
within and outside the United States. BONY holds the Fund's assets in
safekeeping and collects and remits the income thereon subject to the
instructions of the Fund.

Independent Auditors

Deloitte & Touche LLP has been selected as the independent auditors of
the Fund.

Legal Counsel

Jorden Burt Berenson & Johnson, LLP is counsel for the Fund.

Additional Information

The telephone number or the address of the Fund appearing on the front
page of this prospectus should be used for requests for additional information.

<PAGE>

MAXIM SERIES FUND, INC.
8515 E. Orchard Rd., Englewood, Colorado 80111
Phone No. (303) 689-3000

Maxim Series Fund, Inc. (the "Fund"), an open-end management
investment company, includes the following diversified investment portfolio:
the Large-Cap Growth Portfolio.

The Large-Cap Growth Portfolio (the "Portfolio") seeks to achieve
long-term growth of capital. The Portfolio will normally invest primarily in
common stocks issued by large companies selected for their growth potential.

This Prospectus sets forth concisely the information about the Fund and
the Portfolio that prospective investors ought to know before investing.
Additional information about the Fund has been filed with the Securities and
Exchange Commission and is available upon request, without charge by calling or
writing the Fund. The "Statement of Additional Information" bears the same date
as this Prospectus and is incorporated by reference into this Prospectus in its
entirety.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.

G W CAPITAL MANAGEMENT, INC.
Investment Adviser

The date of this Prospectus is September ,
1997.

<PAGE>

INTRODUCTION

THE FUND PORTFOLIOS

Each portfolio of the Fund has its own investment objective and
investment strategy. The Large-Cap Growth Portfolio is the only Portfolio
offered in this prospectus and is described below. The investment objective may
not be changed without a vote of a majority of the shares of the Portfolio. A
more detailed description of the Portfolio's investment policies is contained in
the Statement of Additional Information.

Large-Cap Growth Portfolio

The investment objective of the Large-Cap Growth Portfolio is long-term
growth of capital. To achieve this objective, the Portfolio will invest
primarily in common stocks issued by large companies selected for their growth
potential. Large companies are those whose market capitalizations are equal to
or greater than $5 billion. Companies whose capitalizations fall outside this
range after the Portfolio's initial purchase would continue to be considered
large companies for purposes of this policy.

Large companies generally are not as vulnerable to losses as medium to
small capitalized companies. Therefore, investments in large companies tend to
be less speculative and volatile than investments in medium to smaller
capitalized companies.

The Portfolio invests substantially all its assets in common stocks
when it is believed that the relevant market environment favors profitable
investing in those securities. In selecting securities for investment by the
Portfolio, a "bottom up" approach will generally be taken. Using this approach,
the sub-adviser seeks to identify individual companies with earnings growth
potential that may not be recognized by the market at large. Although themes may
emerge in the Portfolio, securities will generally be selected without regard to
any defined industry sector or other similarly defined selection procedure.
Realization of income is not a significant investment consideration. Any income
realized on the Portfolio's investments will be incidental to its investment
objective.

The Portfolio may also invest in foreign securities including American
Depository Receipts or Shares ("ADRs" or "ADSs"). The Portfolio may invest
directly in foreign securities denominated in a foreign currency and not
publicly traded in the United States. Foreign securities are generally selected
on a stock-by-stock basis without regard to any defined allocation among
countries or geographic regions. However, certain factors such as expected
levels of inflation, government policies influencing business conditions, the
outlook for currency relationships and prospectus for economic growth among
countries, regions or geographic areas may warrant greater consideration in
selecting foreign securities. Other ways of investing in foreign securities
include passive foreign investment companies. See "Foreign Investment Risks" and
"Foreign Currency Exchange Transactions" in this prospectus.

The Portfolio may also invest to a lesser degree in preferred stock or
warrants. Warrants are options to buy a stated number of shares of common stock
at a specified price anytime during the life of the warrants (generally, two or
more years).

<PAGE>

The Portfolio may invest a limited portion of its assets in debt
securities (both domestic and foreign debt securities) including mortgage-and
asset-backed securities, zero coupon, high-yield/high-risk securities,
pay-in-kind and step coupon securities, and in indexed/structured securities.
High-yield/high-risk bonds are commonly referred to as "junk bonds." See "Debt
Securities" in this prospectus.

The Portfolio may also purchase high-grade commercial paper,
certificates of deposit, and repurchase agreements. Such securities may be
advantageous investments because of anticipated changes in interest rates,
credit standing, currency relationships or other factors. The Portfolio may also
invest in short-term debt securities as a means of receiving a return on idle
cash. When it is believed that market conditions are not favorable for
profitable investing or when favorable investment opportunities are not
otherwise located, the Portfolio's investments may be hedged to a greater degree
and/or its cash or similar investments may increase. In other words, the
Portfolio does not always stay fully invested in stocks and bonds. Cash or
similar investments will represent the assets that remain after available assets
have been committed to desirable investment opportunities. When the Portfolio's
cash position increases, it may not participate in stock market advances or
declines to the extent that it would if it remained more fully invested in
common stocks. The Portfolio may also invest in Rule 144A securities. See
"Illiquid Securities" in this prospectus.

The Portfolio may enter into futures contracts on securities, financial
indices and foreign currencies and options on such contracts ("futures
contracts") and may invest in options on securities, financial indices and
foreign currencies ("options"), forward contracts and interest rate swaps and
swap-related products (collectively "derivative instruments"). The Portfolio
intends to use these derivative instruments primarily to hedge the value of the
Portfolio against potential adverse movements in securities prices, foreign
currency markets or interest rates. To a limited extent, the Portfolio may also
use derivative instruments for non-hedging purposes such as seeking to increase
the Portfolio's income or otherwise seeking to enhance returns. Please see
"Foreign Currency Transactions" in this prospectus and the Statement of
Additional Information for more detailed discussion of these instruments. The
Portfolio may engage in "short sales against the box." See the Statement of
Additional Information for a more detailed discussion of this technique.

Illiquid Securities

The Portfolio may invest up to 15% of its total assets in "illiquid
securities" (taken as of the time of acquisition of an illiquid security),
including restricted securities or private placements that are not generally
regarded as liquid. An illiquid investment is a security or other position that
cannot be disposed of in the ordinary course of business within seven days at
approximately the price used in determining the net asset value of the
Portfolio. In making liquidity determinations, the guidelines established by the
Board of Directors will be followed.

Debt Securities

Bonds and other debt instruments are used by issuers to borrow money
from investors. The issuer pays the investor a fixed or variable rate of
interest, and must repay the amount borrowed at maturity. Some debt securities,
such as zero-coupon bonds, do not pay current interest, but are purchased at a
discount from their face values. In general, bond prices rise when interest
rates fall, and vice versa. Debt securities have varying degrees of quality and
varying levels of sensitivity to changes in interest rates. Longer-term bonds
are generally more sensitive to interest rate changes than short-term bonds.
This sensitivity to interest rates is also referred to as "market risk."

Debt obligations are rated based on their estimated credit risk by
independent services such as S&P and Moody's. "Credit risk" relates to the
issuer's ability to make payments of principal and interest when due.

The lower a bond's quality, the more it is subject to credit risk and
market risk and the more speculative it becomes. Investment grade securities are
those rated AAA, AA, A or BBB by S&P or Aaa, Aa, A or Baa by Moody's or, if
unrated, are judged to be of comparable quality to securities so rated. Debt
securities rated BBB by S&P or Baa by Moody's and unrated securities of
comparable quality are viewed as having adequate capacity

<PAGE>

for payment of principal and interest, but do involve a higher degree of risk
than that associated with investments in debt securities in the higher rating
categories.

Securities rated below investment grade are commonly referred to as
"high yield-high risk securities" or "junk bonds". These securities are
considered speculative with respect to the issuer's capacity to pay interest and
repay principal in accordance with the terms of the obligations. It is,
therefore, possible that these types of factors could in certain instances,
reduce the value of securities held with a commensurate effect on share value.

Debt securities include (1) securities issued or guaranteed as to
principal or interest by the U.S. Government, its agencies or instrumentalities;
(2) debt securities issued or guaranteed by U.S. corporations or other issuers
(including foreign governments or corporations); (3) asset-backed securities and
mortgage-related securities, including collateralized mortgage obligations
("CMOs"); and (4) securities issued or guaranteed as to principal or interest by
a sovereign government or one of its agencies or political subdivisions,
supranational entities such as development banks, non-U.S. corporations, banks
or bank holding companies, or other non-U.S. issuers.

Foreign Investment Risks

Investments in foreign securities present risks not typically
associated with investments in comparable securities of U.S. issuers. Since
foreign securities involve foreign currencies, the value of the assets of the
Portfolio and its net investment income available for distribution may be
affected favorably or unfavorably by changes in currency exchange rates and
exchange control regulations. Investment will not be made in securities
denominated in a foreign currency that is not fully exchangeable into U.S.
dollars without legal restriction at the time of investment.

There may be less information publicly available about a foreign
corporate or government issuer than about a U.S. issuer, and foreign corporate
issuers are not generally subject to accounting, auditing and financial
reporting standards and practices comparable to those in the United States. The
securities of some foreign issuers are less liquid and at times more volatile
than securities of comparable U.S. issuers. Foreign brokerage commissions and
securities custody costs are often higher than those in the United States, and
judgements against foreign entities may be more difficult to obtain and enforce.
With respect to certain foreign countries, there is a possibility of
governmental expropriation of assets, confiscatory taxation, political or
financial instability and diplomatic developments that could affect the value of
investments in those countries. The receipt of interest on foreign government
securities may depend on the availability of tax or other revenues to satisfy
the issuer's obligations.

The Portfolio's investments in foreign securities may include
investments in countries whose economies or securities markets are not yet
highly developed. Special considerations associated with these investments (in
addition to the considerations regarding foreign investments generally) may
include, among others, greater political uncertainties, an economy's dependence
on revenues from particular commodities or on international aid or development
assistance, currency transfer restrictions, highly limited numbers of potential
buyers for such securities and delays and disruptions in securities settlement
procedures.

In determining whether to invest in securities of foreign issuers, the
likely impact of foreign taxes on the net yield available may be considered.
Income received from sources within foreign countries and the U.S. may reduce or
eliminate such taxes. It is impossible to determine the effective rate of
foreign tax in advance since the amount of assets to be invested in various
countries is not known, and tax laws and their interpretations may change from
time to time and may change without advance notice. While attempts will be made
to minimize such taxes by timing of transactions and other strategies, there is
no assurance that such efforts will be successful. Any such taxes paid will
reduce net income available for distribution.

Most foreign securities in the Portfolio (other than ADRs) will be
denominated in foreign currencies or traded in securities markets in which
settlements are made in foreign currencies. Similarly, any income on such
securities is generally paid to the Portfolio in foreign currencies. The value
of foreign currencies relative to the U.S. dollar varies continually, causing
changes in the dollar value of the Portfolio's investments (even if the price

<PAGE>

of the investments is unchanged) and changes in the dollar value of the
Portfolio's income available for distribution to its shareholders. The effect of
changes in the dollar value of a foreign currency on the dollar value of the
Portfolio's assets and on the net investment income available for distribution
may be favorable or unfavorable.

The Portfolio may incur costs in connection with conversions between
various currencies. In addition, the Portfolio may be required to liquidate
portfolio assets, or may incur increased currency conversion costs, to
compensate for a decline in the dollar value of a foreign currency occurring
between the time when the Portfolio declares and pays a dividend, or between the
time when the Portfolio accrues and pays an operating expense in U.S. dollars.

ADRs are receipts, typically issued by a U.S. bank or trust company,
evidencing ownership of the underlying foreign securities. ADRs are denominated
in U.S. dollars and trade in the U.S. securities markets. ADRs may be issued in
sponsored or unsponsored programs. In sponsored programs, the issuer makes
arrangements to have its securities traded in the form of ADRs; in unsponsored
programs, the issuer may not be directly involved in the creation of the
program. Although the regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, the issuers of unsponsored ADRs are
not obligated to disclose material information in the United States and,
therefore, such information may not be reflected in the market value of the
ADRs. ADRs are subject to certain of the same risks as direct investments in
foreign securities, including the risk that changes in the value of the currency
in which the security underlying an ADR is denominated relative to the U.S.
dollar may adversely affect the value of the ADR.

Foreign Currency Exchange Transactions

The Portfolio may engage in foreign currency exchange transactions in
an attempt to protect against uncertainty in the level of future exchange rates.
The Portfolio may also engage in foreign currency exchange transactions in
connection with the purchase and sale of securities ("transaction hedging") and
to protect against changes in the value of specific positions ("position
hedging").

The Portfolio may engage in transaction hedging to protect against a
change in foreign currency exchange rates between the date on which the
Portfolio contracts to purchase or sell a security and the settlement date, or
to "lock in" the U.S. dollar equivalent of a dividend or interest payment in a
foreign currency. The Portfolio may purchase or sell a foreign currency on a
spot (or cash) basis at the prevailing spot rate in connection with the
settlement of transactions in securities denominated in that foreign currency.

If conditions warrant, the Portfolio may also enter into contracts to
purchase or sell foreign currencies at a future date ("forward contracts") and
purchase and sell foreign currency futures contracts as a hedge against changes
in foreign currency exchange rates between the trade and settlement dates on
particular transactions and not for speculation. A foreign currency forward
contract is a negotiated agreement to exchange currency at a future time at a
rate or rates that may be higher or lower than the spot rate. Foreign currency
futures contracts are standardized exchange-traded contracts and have margin
requirements.

For transaction hedging purposes the Portfolio may also purchase or
sell exchange-listed and over-the-counter call and put options on foreign
currency futures contracts and on foreign currencies.

The Portfolio may engage in position hedging to protect against a
decline in value relative to the U.S. dollar of the currencies in which its
portfolio securities are denominated or quoted (or an increase in the value of
the currency in which the securities the Portfolio intends to buy are
denominated). For position hedging purposes, the Portfolio may purchase or sell
foreign currency futures contracts, foreign currency forward contracts and
options on foreign currency futures contracts and on foreign currencies traded
on exchanges or over-the-counter markets. In connection with position hedging,
the Portfolio may also purchase or sell foreign currency on a spot basis.

The Portfolio's currency hedging transactions may call for the delivery
of one foreign currency in exchange for another foreign currency and may at
times not involve currencies in which its portfolio securities are then

<PAGE>

denominated. The Portfolio could hedge a foreign currency with forward contracts
on another ("proxy") currency of which changes in value generally correlate with
the currency to be hedged. Such "cross hedging" activities may be engaged in
when it is believed that such transactions provide significant hedging
opportunities. Cross hedging transactions involve the risk of imperfect
correlation between changes in the values of the currencies to which such
transactions relate and changes in the value of the currency or other asset or
liability which is the subject of the hedge.

Hedging transactions involve costs and may result in losses. The
Portfolio will engage in over-the-counter transactions only when appropriate
exchange-traded transactions are unavailable and when it is believed the pricing
mechanism and liquidity are satisfactory and the participants are responsible
parties likely to meet their contractual obligations. There is no assurance that
appropriate foreign currency exchange transactions will be available with
respect to all currencies in which investments may be denominated. Hedging
transactions may also be limited by tax considerations. Hedging transactions may
affect the character or amount of distributions.

MANAGEMENT OF THE FUND

Investment Adviser

Subject to the supervision and direction of the Fund's Board of
Directors, the Investment Adviser is responsible for managing the Portfolio in
accordance with its stated investment objective and policies, makes investment
decisions for the Portfolio and placing orders to buy and sell securities on
behalf of the Fund. The Investment Adviser provides investment advisory services
and pays all the expenses of the Portfolio, except extraordinary expenses. As
compensation for its services to the Portfolio, the Investment Adviser receives
monthly compensation at the annual rate of 0.93% of the average daily net assets
of the Portfolio.

Sub-Adviser

Janus Capital Corporation ("Janus") serves as the Sub-Adviser to the
Large-Cap Growth Portfolio. As such, Janus is responsible for daily managing the
investment and reinvestment of assets of the Large-Cap Growth Portfolio, subject
generally to review and supervision of the Investment Adviser and the Board of
Directors. Janus bears all expenses in connection with the performance of its
services, such as compensating and furnishing office

<PAGE>

space for its officers and employees connected with investment and economic
research, trading and investment management of the Large-Cap Growth Portfolio.

Janus is a Colorado corporation, registered as an investment adviser
with the Securities and Exchange Commission. Its principal business address is
100 Fillmore Street, Denver, Colorado 80206.

The day-to-day manager of the Large-Cap Growth Portfolio is Thomas F.
Marsico. Mr. Marsico is Executive Vice President and portfolio manager of the
Janus Twenty Fund (since March 1988) and the Janus Growth and Income Fund
(since ). He is also Executive Vice President and co-portfolio
manager of the Janus Venture Fund (since February 1977).

The Investment Adviser is responsible for compensating Janus, which
receives monthly compensation from the Investment Adviser at the annual rate of
.55% on the first $100 million; .50% on next $400 million; and .45% on all
assets over $500 million.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends from investment income of the Portfolio shall be declared and
reinvested semi-annually. Distributions of net realized capital gains, if any,
are declared in the fiscal year in which they have been earned and are
reinvested in additional shares of the Portfolio at net asset value.

The Fund has qualified, and intends to continue to qualify, as a
regulated investment company ("RIC") under Subchapter M of the Internal Revenue
Code ("Code"). Each portfolio of the Fund is treated as a separate corporation
for federal income tax purposes. The Portfolio intends to distribute all of its
net income so as to avoid any federal income tax liability under the RIC
provisions. All dividends and any distributions of any realized capital gains
will be taxable to the Portfolio's shareholders, which in this case are GWL&A's
and NELICO's Series Accounts. The Portfolio also intends to distribute dividends
in amounts sufficient to avoid the imposition of the Code Section 4982 excise
tax.

For a discussion of the taxation of GWL&A/NELICO and the Series
Accounts, see "Federal Tax Considerations" included in the applicable Series
Account prospectus.

<PAGE>

PURCHASE AND REDEMPTION OF SHARES

Shares of the Portfolio are sold and redeemed at their net asset value
next determined after initial receipt of a purchase order or notice of
redemption without the imposition of any sales commission or redemption charge.
However, certain deferred sales and other charges may apply to the variable
contracts issued through the Series Accounts. Such charges are described in the
applicable Series Account prospectus.

VALUATION OF SHARES

The Portfolio's net asset value per share is determined as of 4:00
p.m., EST/EDT once daily Monday through Friday, except on holidays on which the
New York Stock Exchange is closed.

Net asset value of a portfolio share is computed by dividing the value
of the net assets of the Portfolio by the total number of portfolio shares
outstanding. Portfolio securities that are traded on the stock exchange are
valued at the last sale price as of the close of business on the day the
securities are being valued, or, lacking any sales, at the mean between closing
bid and asked price. Securities traded in the over-the-counter market are valued
at the mean between the bid and asked prices or yield equivalent as obtained
from one or more dealers that make markets in the securities. Portfolio
securities that are traded both in the over-the-counter market and on an
exchange are valued according to the broadest and most representative market.
Securities and assets for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the direction of
the Board of Directors, including valuations furnished by a pricing service that
may be retained by the Fund. Such a determination may take into account, for
example, quotations by dealers or issuers for securities of similar type,
quality, and maturity, or valuations furnished by a pricing service retained by
the Fund.

Money market securities held by the Portfolio with 60 days or less
remaining to maturity are valued on an amortized cost basis, which involves
valuing a portfolio instrument at its cost initially and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price the Portfolio would receive if it sold the security.

THE FUND AND ITS SHARES

The Fund offers a separate class of common stock for each portfolio.
All shares will have equal voting rights, except that only shares of a
respective portfolio will be entitled to vote on matters concerning only that
portfolio. Each issued and outstanding share of the Portfolio is entitled to one
vote and to participate equally in dividends and distributions declared by the
Portfolio and, upon liquidation or dissolution, to participate equally in the
net assets of the Portfolio remaining after satisfaction of outstanding
liabilities. The shares of the Portfolio, when issued, will be fully paid and
non-assessable, have no preference, preemptive, conversion, exchange or similar
rights, and will be freely transferable. Shares do not have cumulative voting
rights and the holders of more than 50% of the shares of the Fund voting for the
election of directors can elect all of the directors of the Fund if they choose
to do so and, in such event, holders of the remaining shares would not be able
to elect any directors.

<PAGE>

Series Accounts may redeem its Fund shares. For further information, see the
Statement of Additional Information.

PERFORMANCE RELATED INFORMATION

The Fund may advertise certain performance related information.
Performance information about the Portfolio is based on the Portfolio's past
performance only and is no indication of future performance.

The Fund may include total return in advertisements or other sales
materials regarding the Portfolio. When the Fund advertises the total return of
the Portfolio, it will usually be calculated for one year, five years, and ten
years or some other relevant period if the Portfolio has not been in existence
for at least ten years. Total return is measured by comparing the value of an
investment in the Portfolio at the beginning of the relevant period to the value
of the investment at the end of the period (assuming immediate reinvestment of
any dividends or capital gains distributions).

The Portfolio may also advertise its yield in addition to total return.
This yield will be computed by dividing the net investment income per share
earned during a recent one-month period by the net asset value of a Portfolio
share (reduced by any dividend expected to be paid shortly out of Portfolio
income) on the last day of the period.

GENERAL INFORMATION

Reports to Shareholders

The fiscal year of the Fund ends on December 31 of each year. The Fund
will send to its shareholders, at least semiannually, reports showing
performance of the Portfolio and other information. An annual report, containing
financial statements, audited by independent certified public accountants, will
be sent to shareholders each year.

Custodian

Independent Auditors

Deloitte & Touche LLP has been selected as the independent auditors of
the Fund.

Legal Counsel

Jorden Burt Berenson & Johnson, LLP is counsel for the Fund.

Additional Information

The telephone number or the address of the Fund appearing on the front
page of this prospectus should be used for requests for additional information.

<PAGE>

-----------------------------------------------------------

MAXIM SERIES FUND, INC.

Large-Cap Growth Portfolio
and
Maxim Profile Portfolios
-----------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a prospectus
but supplements and should be read in conjunction with the
Prospectus for the Fund. A copy of the Prospectus may be
obtained from the Fund by writing the Fund at 8515 E. Orchard
Rd., Englewood, Colorado 80111 or by calling the Fund at (303)
689-3000.

-----------------------------------------------------------

G W CAPITAL MANAGEMENT, INC.
Investment Adviser

-----------------------------------------------------------

The date of the Prospectus to which this Statement
of Additional Information relates and the date of
this Statement of Additional Information is
September , 1997.

<PAGE>

TABLE OF CONTENTS

Cross-reference
to page(s) in
Page Prospectus

Sale of Shares............................. 3 9/7

The Fund Portfolios........................ 3 3/2

Description of Investment Securities.. 3 3-8/2-3
Information About Securities Ratings.. 9 3-8/2-3
Investment Limitations................ 11 3-8/2-3
Lending of Portfolio Securities....... 12 3-8/2-3
Foreign Securities.................... 12 3-8/2-3

Management of the Fund..................... 13 8/6

Directors and Officers................ 13 ---
The Investment Adviser................ 14 9/6
The Sub-Adviser....................... 15 -/6

Portfolio Transactions and Brokerage....... 15 9/6
Portfolio Turnover.................... 15 ---
Placement of Portfolio Brokerage...... 15 9/6

Calculation of Yield and Return............ 16 9/6

Financial Statements........................ 18 ---

<PAGE>

SALE OF SHARES

Shares of the Fund are sold to the FutureFunds Series Account, FutureFunds II
Series Account, Retirement Plan Series Account and the Maxim Series Account,
which are separate accounts established by GWL&A to receive and invest premiums
paid under variable annuity contracts issued by GWL&A. Shares of the Fund are
also sold to TNE Series (k) Account of New England Life Insurance Company
("NELICO") to fund benefits under variable annuity contracts. Shares of the Fund
are also sold to the Pinnacle Series Account, a separate account established by
GWL&A to fund variable life insurance policies. Shares of the Fund are, and in
the future may be, sold to other separate accounts of GWL&A, its affiliates or
other insurance companies. It is conceivable that in the future it may be
disadvantageous for variable life insurance separate accounts and variable
annuity separate accounts to invest in the Fund simultaneously. Although no such
disadvantages are currently foreseen either to variable life insurance
policyowners or to variable annuity contract owners, the Fund's Board of
Directors intends to monitor events in order to identify any material conflicts
between such policyowners and contract owners and to determine what action, if
any, should be taken in response thereto. Material conflicts could result from,
for example, (1) changes in state insurance laws, (2) changes in Federal income
tax laws, (3) changes in the investment management of any portfolio of the Fund,
or (4) differences in voting instructions between those given by policyowners
and those given by contract owners.

THE FUND PORTFOLIOS

The discussion that follows provides supplemental information to the discussion
captioned "The Fund Portfolios" in the Prospectus.

The Fund commenced operations as a management investment company in 1982. The
Aggressive Profile, Moderately Aggressive Profile, Moderate Profile, Moderately
Conservative Profile and Conservative Profile Portfolios (collectively, the
"Maxim Profile Portfolios") and the Large-Cap Growth Portfolio were added
effective September 1, 1997.

Description of Investment Securities

1. Asset-Backed Securities. Asset-backed securities may be classified as
pass-through certificates of collateralized obligations. They depend primarily
on the credit quality of the assets underlying such securities, how well the
entity issuing the security is insulated from the credit risk of the originator
or any other affiliated entities and the amount and quality of any credit
support provided to the securities. The rate of principal payment on asset-
backed securities generally depends on the rate of principal payments received
on the underlying assets which in turn may be affected by a variety of economic
and other factors. As a result, the yield on any asset-backed security is
difficult to predict with precision and actual yield to maturity may be more
or less than the anticipated yield to maturity.

Pass-through certificates are asset-backed securities which represent
an undivided fractional ownership interest in any underlying pool of
assets. Pass-through certificates usually provide for payments of
principal and interest received to be passed through to their holders,
usually after deduction for certain costs and expenses incurred in
administering the pool. Because pass-through certificates represent an
ownership interest in the underlying assets, the holders thereof bear
directly the risk of any defaults by the obligors on the underlying
assets not covered by any credit support.

Asset-backed securities issued in the form of debt instruments, also
known as collateralized obligations, are generally issued as the debt
of a special purpose entity organized solely for the purposes of owning
such assets and issuing such debt. Such assets are most often trade,
credit card or automobile receivables. The assets collateralizing the
debt instrument are pledged to a trustee or custodian for the benefit
of the holders thereof. Such issuers generally hold no assets other
than those underlying the security and any credit support

<PAGE>

provided. As a result, although payments on such securities are
obligations of the issuers, in the event of a default on the underlying
assets not covered by credit support, the issuing entities are unlikely
to have sufficient assets to satisfy their obligations on the related
asset-backed securities.

2. Bankers' Acceptance. A bankers' acceptance is a time draft drawn on a
commercial bank by a borrower, usually in connection with international
commercial transactions (to finance the import, export, transfer or
storage of goods). The borrower is liable for payment as well as the
bank, which unconditionally guarantees to pay the draft at its face
amount on the maturity date. Most acceptances have maturities of six
months or less and are traded in secondary markets prior to maturity.
The Fund generally will not invest in acceptances with maturities
exceeding 7 days where to do so would tend to create liquidity
problems.

3.Certificate of Deposit. A certificate of deposit generally is a short-term,
interest bearing negotiable certificate issued by a commercial bank or savings
and loan association against funds deposited in the issuing institution.

4.Collateralized Mortgage Obligations. A Collateralized Mortgage Obligation
("CMO") is a bond which uses certificates issued by the Government National
Mortgage Association, or the Federal National Mortgage Association or the
Federal Home Loan Mortgage Corporation as collateral in trust. The trust then
issues several bonds which will be paid using the cash flow from the collateral.
The trust can redirect cash flow temporarily, first paying one bond before other
bonds are paid. The trust can also redirect prepayments from one bond to
another bond, creating some stable bonds and some volatile bonds. The
proportion of principal cash flow and interest cash flow from the collateral
flowing to each bond can also be changed, creating bonds with higher or lower
coupons to the extreme of passing through the interest only to one bond and
principal only to another bond. Variable rate or floating coupon bonds are
also often created through the use of CMO's.

5. Commercial Paper. Commercial paper is a short-term promissory note
issued by a corporation primarily to finance short-term credit needs.

6. Covered Options. There are two types of covered options. A covered
call option gives the purchaser the right to buy the underlying securities from
the seller at a stated exercise price. In writing a covered call option, the
seller must own the underlying securities subject to the option (or comparable
securities satisfying the cover requirements of securities exchanges). A
covered put option gives the purchaser the right to sell the underlying
securities at a stated price. In the case of a covered put option, the seller
will hold cash and/or high-grade short-term debt obligations equal to the price
to be paid if the option is exercised. The seller will be considered to have
covered a put or call option if and to the extent that it holds an option that
offsets some or all of the risk of the option it has written. Combinations of
covered puts and calls may be written on the same underlying security.

Put options may be purchased to protect its portfolio holdings in an
underlying security against a decline in market value. Such protection
is provided during the life of the put option because the holder of the
option is able to sell the underlying security at the put exercise
price regardless of any decline in the underlying security's market
price. In order for a put option to be profitable, the market price of
the underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs. By using put options
in this manner, the seller will reduce any profit it might otherwise
have realized from appreciation of the underlying security by the
premium paid for the put option and by transaction costs.

Premiums are received from writing a put or call option, which
increases the return on the underlying security in the event the option
expires unexercised or is closed out at a profit. The amount of the
premium reflects, among other things, the relationship between the
exercise price and the current market value of the underlying security,
the volatility of the underlying security, the amount of time remaining
until expiration, current interest rates, and the effect of supply and
demand in the options market and in the market for the underlying
security. By writing a call option, the seller limits its opportunity
to profit from any increase in the market value of the underlying
security above the exercise price of the option but continues to bear
the risk of a decline in the value of the underlying security. By
writing a put option, the seller assumes the risk that it may be
required to purchase the underlying security for an exercises price
higher than its then-current market value, resulting in a potential
capital loss unless the security subsequently appreciates in value.

<PAGE>

Call options may be purchased to hedge against an increase in the price
of securities that the purchaser wants ultimately to buy. Such hedge
protection is provided during the life of the call option since the
holder of the call option is able to buy the underlying security at the
exercise price regardless of any increase in the underlying security's
market price. In order for a call option to be profitable, the market
price of the underlying security must rise sufficiently above the
exercise price to cover the premium and transactions costs.

Special risks are presented by internationally-traded options. Because
of time differences, and because different holidays are observed in
different countries, foreign options markets may be open for trading
during hours or on days when U.S. markets are closed. As a result,
option premiums may not reflect the current prices of the underlying
interest in the United States.

7. Dealer (Over-the-Counter) Options. A dealer option is an option which
is not traded on an exchange and may be exercised through the dealer
from whom it had purchased the option. If a Portfolio were to purchase
a dealer option, failure by the dealer to perform on the option would
result in the loss of the premium paid as well as loss of the expected
benefit of the transaction.

Dealer options do not have a continuous liquid market as do
exchange-traded options. Consequently, the value of a dealer option may
be realized only be exercising it or reselling it to the dealer who
issued it. Dealer options will only be entered into with dealers who
will agree to and which are expected to be capable of entering into
closing transactions; however, there can be no assurance the a dealer
option may be liquidated at a favorable price at any time prior to
expiration. In the event of an insolvency of the contra party, a dealer
option may not be liquidated.

The staff of the SEC has taken the position that purchased dealer
options and the assets used to secure the written dealer options are
illiquid securities. The cover used for written over-the-counter
options may be treated as liquid if the dealer agrees that the
over-the-counter option which the dealer has written may be repurchased
for a maximum price to be calculated by a predetermined formula. In
such cases, the over-the-counter option would be considered illiquid
only to the extent the maximum repurchase price under the formula
exceeds the intrinsic value of the option. Accordingly, dealer options
will be treated as subject to the limitation on illiquid securities. If
the SEC changes its position on the liquidity of dealer options, the
Fund will change its treatment of such instrument accordingly.

8. Eurodollar Certificate of Deposit. A Eurodollar certificate of deposit
is a short-term obligation of a foreign subsidiary of a U.S. bank payable in
U.S. dollars.

9. Floating Rate Note. A floating rate note is debt issued by a
corporation or commercial bank that is typically several years in term but has
a resetting of the interest rate on a one to six month rollover basis.

10. Forward Contracts. A forward contract is an agreement between two
parties in which one party is obligated to deliver a stated amount of a stated
asset at a specified time in the future and the other party is obligated
to pay a specified amount for the assets at the time of delivery.
When used with foreign currency exchange transactions, a forward contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. These contracts
may be bought or sold to protect the seller, to some degree, against a possible
loss resulting from an adverse change in the relationship between foreign
currencies and the U.S. dollar. Forward contracts can be used to protect the
value of a seller's investment securities by establishing a rate of exchange
that the seller can achieve at some future point in time; they do not simulate
fluctuations in the underlying prices of the securities. Additionally,
although forward contracts tend to minimize the risk of loss due to a decline
in the value of the hedged currency, at the same time, they tend to limit any
potential gains that might result should the value of such currency increase.
Forward contracts generally are traded in an interbank market conducted
directly between traders (usually large commercial banks) and their customers.
Unlike futures contracts, which are standardized contracts, forward contracts
can be specifically drawn to meet the need of the parties that enter into them.
The parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the
contemplated exchange.

<PAGE>

11. Hybrid Instruments. Hybrid instruments have recently been developed
and combine the elements of futures contracts or options with those of debt,
preferred equity or a depository instrument. Often these hybrid instruments
are indexed to the price of a commodity, particular currency, or a domestic or
foreign debt or equity securities index. Hybrid instruments may take a variety
of forms, including, but not limited to, debt instruments with interest or
principal payments or redemption terms determined by reference to the value of
a currency or commodity or securities index at a future point in time,
preferred stock with dividend rates determined by reference to the value of a
currency, or convertible securities with the conversion terms related to a
particular commodity. The risks associated with hybrid instruments reflect a
combination of the risks of investing in securities, options, futures and
currencies, including volatility and lack of liquidity. Further, the prices of
the hybrid instrument and the related commodity or currency may not move in the
same direction or at the same time.

12. Index Futures Contracts. An index futures contract obligates the
seller to deliver (and the purchaser to take)an amount of cash equal to a
specific dollar amount times the difference between the value of a specific
index at the close of the last trading day of the contract and the price at
which the agreement is made. No physical delivery of the underlying security
in the index is made. When purchasing an index futures contract or selling
index futures, (1) a segregated account consisting of liquid assets must be
maintained with the custodian bank (and marked to market daily) which, when
added to any amounts deposited with a futures commission merchant as margin,
are equal to the market value of the futures contract; or (2) the Fund must
"cover" its position.

13. Interest Rate Transactions. Interest rate swaps and interest rate caps
and floors are types of hedging transactions which are utilized to
attempt to protect against and potentially benefit from fluctuations in
interest rates and to preserve a return or spread on a particular
investment or portion of the Portfolio's holdings. These transactions
may also be used to attempt to protect against possible declines in the
market value of the Portfolio's assets resulting from downward trends
in the debt securities markets (generally due to a rise in interest
rates) or to protect unrealized gains in the value of the Portfolio's
holdings, or to facilitate the sale of such securities.

Interest rate swaps involve the exchange with another party of
commitments to pay or receive interest; e.g., an exchange of fixed rate
payments for variable rate payments. The purchase of an interest rate
cap entitles the purchaser, to the extent that a specified index
exceeds a predetermined interest rate, to receive payments of interest
on a notional principal amount from the party selling such interest
rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on a
notional principal amount from the party selling such interest rate
floor.

The successful utilization of interest rate transactions depends on the
Portfolio manager's ability to predict correctly the direction and
degree of movements in interest rates. If the Portfolio manager's
judgment about the direction or extent of movement in interest rates is
incorrect, the Portfolio's overall performance would be worse than if
it had not entered into such transactions. For example, if the
Portfolio purchases an interest rate swap or an interest rate floor to
hedge against the expectation that interest rates will decline but
instead interest rates rise, the Portfolio would lose part or all of
the benefit of the increased payments it would receive as a result of
the rising interest rates because it would have to pay amounts to its
counterparts under the swap agreement or would have paid the purchase
price of the interest rate floor.

The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals
and as agents utilizing standardized swap documentation. Caps and
floors are more recent innovations for which standardized documentation
has not yet been developed and, accordingly, they are less liquid than
swaps. Interest rate swaps, caps and floors are considered by the Staff
of the Securities and Exchange Commission to be illiquid securities
and, therefore, the Portfolios may not invest more than 15% of its
assets in such instruments. Finally, there can be no assurance that the
Portfolios will be able to enter into interest rate swaps or to
purchase interest rate caps or floors at prices or on terms the
Portfolio manager believes are advantageous to the Portfolio(s). In
addition, although the terms of interest rate swaps,

<PAGE>

caps and floors may provide for termination, there can be no assurance
that the Portfolio(s) will be able to terminate an interest rate swap
or to sell or offset interest rate caps or floors that it has
purchased.

14. Repurchase Agreements. A repurchase agreement is an instrument under
which the purchaser acquire ownership of a debt security and the seller agrees
to repurchase the obligation at a mutually agreed upon time and price. The
total amount received on repurchase is calculated to exceed the price paid by
the purchaser, reflecting an agreed upon market rate of interest for the period
from the time of purchase of the security to the settlement date (i.e., the
time of repurchase), and would not necessarily relate to the interest rate on
the underlying securities. A purchaser will only enter repurchase agreements
with underlying securities consisting of U.S. Government or government agency
securities, certificates of deposit, commercial paper or bankers' acceptances,
and will be entered only with primary dealers. While investment in repurchase
agreements may be made for periods up to 30 days, it is expected that typically
such periods will be for a week or less. The staff of the Securities and
Exchange Commission has taken the position that repurchase agreements of greater
than 7 days should be considered illiquid.

Although repurchase transactions usually do not impose market risks on
the purchaser, the purchaser would be subject to the risk of loss if
the seller fails to repurchase the securities for any reason and the
value of the securities is less than the agreed upon repurchase price.
In addition, if the seller defaults, the purchaser may incur
disposition costs in connection with liquidating the securities.
Moreover, if the seller is insolvent and bankruptcy proceedings are
commenced, under current law, the purchaser could be ordered by a court
not to liquidate the securities for an indeterminate period of time and
the amount realized by the purchaser upon liquidation of the securities
may be limited.

15. Reverse Repurchase Agreements. Reverse repurchase agreements involve
the sale of securities held by the seller, with an agreement to
repurchase the securities at an agreed upon price, date and interest
payment. The seller will use the proceeds of the reverse repurchase
agreements to purchase other money market securities either maturing,
or under an agreement to resell, at a date simultaneous with or prior
to the expiration of the reverse repurchase agreement. The seller will
utilize reverse repurchase agreements when the interest income to be
earned from the investment of the proceeds from the transaction is
greater than the interest expense of the reverse repurchase
transaction.

16. Stripped Treasury Securities. Zero-Coupon Treasury Securities come in
two forms: U.S. Treasury bills issued directly by the U.S. Treasury and
U.S. Treasury bonds or notes and their unmatured interest coupons which
have been separated by their holder, typically a custodian bank or
investment brokerage firm. A number of securities firms and banks have
stripped the interest coupons from Treasury bonds and notes and resold
them in custodial receipt programs with a number of different names.
The underlying Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer
securities, in trust on behalf of the owners thereof.

Publicly filed documents state that counsel to the underwriters of
these certificates or other evidences of ownership of the U.S. Treasury
securities have stated that for Federal tax and securities purposes,
purchasers of such certificates most likely will be deemed the
beneficial holders of the underlying U.S. Government securities. In
addition, such documents state that the terms of custody for the
custodial receipt programs generally provide that the underlying debt
obligations will be held separate from the general assets of the
custodian and will not be subject to any right, charge, security
interest, lien, or claim of any kind in favor of the custodian or any
person claiming through the custodian, and the custodian will be
responsible for applying all payments received on these underlying debt
obligations, if any, to the related receipts or certificates without
making any deductions other than applicable tax withholding. The
custodian is required to maintain insurance in customary amounts to
protect the holders of the receipts or certificates against losses
resulting from the custody arrangement. The holders of receipts or
certificates, as the real parties in interest, are entitled to the
rights and privileges of owners of the underlying debt obligations,
including the right, in the event of default, to proceed directly and
individually against the U.S. Government without acting in concert with
other holders of such receipts or the custodian.

<PAGE>

When U.S. Treasury obligations have been stripped of their unmatured
interest coupons by the holder, the stripped coupons are sold off
separately. The principal or corpus is sold at a deep discount because
the buyer receives only the right to receive a future fixed payment on
the security and does not receive any rights to periodic interest
payments. Once stripped or separated, the corpus and coupons may be
sold separately. Typically, the coupons are sold separately or grouped
with other coupons with like maturity dates and sold in bundled form.
Purchasers of Stripped Treasury Securities acquire, in effect, discount
obligations that are economically identical to the "zero coupon bonds"
that have been issued by corporations.

The U.S. Treasury has facilitated transfers of ownership of Stripped
Treasury Securities by accounting separately for the beneficial
ownership of particular interest coupon and corpus payments on U.S.
Treasury securities through the Federal Reserve book-entry
recordkeeping system. The Federal Reserve program, as established by
the U.S. Treasury Department, is known as Separate Trading of
Registered Interest and Principal of Securities or "STRIPS". The plan
eliminates the need for the trust or custody arrangements.

17. Swap Deposit. Swap deposits are foreign currency short-term
investments consisting of a foreign exchange contract, a short-term note in
foreign currency and a foreign exchange forward contract that is totally hedged
in U.S. currency. This type of investment can produce competitive yield in U.S
dollars without incurring risks of foreign exchange.

18. Time Deposit. A time deposit is a deposit in a commercial bank for a
specified period of time at a fixed interest rate for which a negotiable
certificate is not received.

19. Variable Amount Master Demand Note. A variable amount master demand
note is a note which fixes a minimum and maximum amount of credit and
provides for lending and repayment within those limits at the
discretion of the lender. Before investing in any variable amount
master demand notes, the liquidity of the issuer must be determined
through periodic credit analysis based upon publicly available
information.

20. Warrants. Warrants are pure speculation in that they have no voting
rights, pay no dividends and have no rights with respect to the assets
of the corporation issuing them. Warrants basically are options to
purchase equity securities at a specific price valid for a specific
period of time. They do not represent ownership of the securities, but
only the right to buy them. Warrants differ from call options in that
warrants are issued by the issuer of the security which may be
purchased on their exercise, whereas call options may be written or
issued by anyone. The prices of warrants do not necessarily move
parallel to the prices of the underlying securities.

21. When-issued Securities. When the purchase of securities on a
"when-issued" or on a "forward delivery" basis is permitted, it is expected
that, under normal circumstances, delivery of such securities will be taken.
When a commitment to purchase a security on a "when-issued" or on a "forward
delivery" basis is made, procedures are established for such purchase
consistent with the relevant policies of the Securities and Exchange Commission.
Since those policies currently recommend that assets equal to the amount of the
purchase be held aside or segregated to be used to pay for the commitment,
liquid assets sufficient to cover any commitments or to limit any potential
risk are expected to be held. However, although it is not intended that such
purchases would be made for speculative purposes and adherence to the
provisions of the Securities and Exchange Commission policies is expected,
purchase of securities on such bases may involve more risk than other types of
purchases. For example, the sale of assets which have been set aside in order
to meet redemptions may be required. Also, if it is determined that it is
advisable as a matter of investment strategy to sell the "when-issued" or
"forward delivery" securities, the then available cash flow or the sale of
securities would be required to meet the resulting obligations, or, although it
would not normally be expected, from the sale of the "when-issued" or "forward
delivery" securities themselves (which may have a value greater or less than the
payment obligation).

Information about Securities Ratings

Corporate Bonds - Moody's Investors Service, Inc.

<PAGE>

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge". Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well- assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds where are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Corporate Bonds - Standard & Poor's Corporation

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity for bonds rated BBB than for bonds in the A category.

BB, B, CCC, and CC - Standard & Poor's describes the BB, B, CCC and CC rated
issues together with issues rated CCC and CC. Debt in these categories is
regarded on balance as predominantly speculative with respect to

<PAGE>

capacity to pay interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and CC the highest
degree of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

C - The rating C is reserved for income bonds on which no interest is being
paid.

D - Bonds rated D are in default, and payment of interest and/or repayment of
principal is in arrears.

Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

Commercial Paper - Moody's Investors Service, Inc.

"Prime-1" - Commercial Paper issuers rated Prime-1 are judged to be of the best
quality. Their short-term debt obligations carry the smallest degree of
investment risk. Margins of support for current indebtedness are large or stable
with cash flow and asset protection well assured. Current liquidity provides
ample coverage of near-term liabilities and unused alternative financing
arrangements are generally available. While protective elements may change over
the intermediate or longer term, such changes are most unlikely to impair the
fundamentally strong position of short-term obligations.

"Prime-2" - Issuers in the Commercial Paper market rated Prime-2 are high
quality. Protection for short-term holders is assured with liquidity and value
of current assets as well as cash generation in sound relationship to current
indebtedness. They are rated lower than the best commercial paper issuers
because margins of protection may not be as large or because fluctuations of
protective elements over the near or immediate term may be of greater amplitude.
Temporary increases in relative short and overall debt load may occur.
Alternative means of financing remain assured.

"Prime-3" - Issuers in the Commercial Paper market rated Prime-3 have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earning and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.

Commercial Paper - Standard & Poor's Corporation

"A" - Issuers assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issuers in this category are further refined with
the designation 1, 2 and 3 to indicate the relative degree of safety.

"A-1" - This designation indicates that the degree of safety regarding timely
payment is very strong.

"A-2" - Capacity for timely payment for issuers with this designation is strong.
However, the relative degree of safety is not as overwhelming as for issues
designated "A-1".

"A-3" - Issuers carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designation.

Investment Limitations

The Fund has adopted limitations on the investment activity of the Large-Cap
Growth and Maxim Profile Portfolios which are fundamental policies and may not
be changed without the approval of the holders of a majority of the outstanding
voting shares of the Portfolio. "Majority" for this purpose and under the
Investment Company Act of 1940 means the lesser of (i) 67% of the shares
represented at a meeting at which more than 50% of the outstanding

<PAGE>

shares are represented or (ii) more than 50% of the outstanding shares. A
complete statement of all such limitations are set forth below.

The Fund (i.e., each Portfolio) will not:

1. Invest more than 25% of its total assets (taken at market value at the
time of each investment) in the securities of issuers primarily engaged in the
same industry; utilities will be divided according to their services; for
example, gas, gas transmission, electric and telephone each will be considered
a separate industry for purposes of this restriction; provided that there shall
be no limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, or its agencies or instrumentalities, or of certificates of deposit
and bankers' acceptances; provided that, the Maxim Profile Portfolios may
invest 100% of their assets in investment companies which are advised by GW
Capital or any affiliates thereof (or other investment companies with the
approval of the SEC).

2. With respect to 75% of its total assets, purchase the securities of any
one issuer (except cash items and "Government securities" as defined
under the 1940 Act), if the purchase would cause the Portfolio to have
more than 5% of the value of its total assets invested in the
securities of such issuer or to own more than 10% of the outstanding
voting securities of such issuer, except that this shall not apply to
the Profile Portfolios.

3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this shall
not prevent the Portfolio from purchasing or selling options, futures,
swap and forward contracts or from investing in securities or other
instruments backed by physical commodities).

4. Make loans, except as provided in limitation (5) below and except
through the purchase of obligations in private placements (the purchase
of publicly-traded obligations are not being considered the making of a
loan).

5. Lend its portfolio securities in excess of 33 1/3% of the total assets
of the Portfolio (including the amount borrowed), taken at market value
at the time of the loan, and provided that such loan shall be made in
accordance with the guidelines set forth under "Lending of Portfolio
Securities", in this Statement of Additional Information.

6. Borrow money, except that the Portfolio may borrow money as a temporary
measure for extraordinary or emergency purposes (not for leveraging or
investment) and may enter into reverse repurchase agreements in an
aggregate amount not exceeding 33 1/3% of the value of its total assets
(including the amount borrowed). Any borrowing that comes to exceed 33
1/3% of the value of the Portfolio's total assets due to a decline in
net assets will be reduced within three days to the extent necessary to
comply with the 33 1/3% limitation.

7. Underwrite securities of other issuers except insofar as the Portfolio
may be deemed an underwriter under the Securities Act of 1933 in
selling portfolio securities.

8. Invest directly in real estate or interest in real estate; however, the
Portfolio may own debt or equity securities issued by companies engaged
in those businesses.

9. Issue senior securities. For purposes of this restriction, the issuance
of shares of common stock in multiple classes or series, obtaining of
short-term credits as may be necessary for the clearance of purchases
and sales of portfolio securities, short sales against the box, the
purchase or sale or permissible options and futures transactions (and
the use of initial and maintenance margin arrangements with respect to
futures contracts or related options transactions), the purchase or
sale of securities on a when issued or delayed delivery basis,
permissible borrowings entered into in accordance with the Portfolio's
investment policies, and reverse repurchase agreements are not deemed
to be issuances of senior securities.

10. Purchase any securities on margin except to obtain such short-term
credits as may be necessary for the clearance of transactions, and provided
that margin payments and other deposits in connection with

<PAGE>

transactions in options, futures, swaps and forward contracts shall not
be deemed to constitute purchasing securities on margin.

11. Sell securities short, unless the Portfolio owns or has the right to
obtain securities equivalent in kind and amount to the securities sold
short without the payment of any additional consideration therefor, and
provided that transactions in options, swaps and forward futures
contracts are not deemed to constitute selling securities short.

Lending of Portfolio Securities

Subject to investment limitation (5) under the caption "Investment Limitations",
above, the Portfolios may from time-to-time lend securities from its portfolio
to brokers, dealers and financial institutions and receive as collateral cash,
U.S. Treasury securities, or other appropriate high quality liquid debt
securities which, at all times while the loan is outstanding, will be maintained
in amounts equal to at least 100% of the current market value of the loaned
securities. Any cash collateral will be invested in short-term securities, which
will increase the current income of the Portfolio. Such loans, which will not
have terms longer than 30 days, will be terminable at any time. The Portfolios
will have the right to regain record ownership of loaned securities to exercise
beneficial rights such as voting rights, subscription rights and rights to
dividends, interest or other distributions. The Portfolios may pay reasonable
fees to persons unaffiliated with the Fund for services in arranging such loans.

Foreign Securities

The Portfolios may purchase certain foreign securities. Investments in foreign
securities, particularly those of non-governmental issuers, involve
considerations which are not ordinarily associated with investing in domestic
issuers. The following describes certain of these considerations in addition to
those set forth in the Prospectus. Delays may be encountered in settling
securities transactions in certain foreign markets. Also, it is possible that
market quotations for foreign securities will not be readily available. In such
event, these securities shall be valued at fair value as determined in good
faith by the Board of Directors. If it should become necessary, the Fund could
encounter greater difficulties in invoking legal processes abroad than would be
the case in the United States. Transaction costs in foreign securities may be
higher. These and other factors will be considered before investment is made in
foreign securities, and such investments will not be made unless it is
determined that such investments will meet the standards and objectives of the
Portfolio. In particular, management anticipates that these considerations will
be inapplicable to a variety of Canadian investments. The Portfolios will not
concentrate its investments in any particular foreign country.

<PAGE>

MANAGEMENT OF THE FUND

Directors and Officers

The directors and executive officers of the Fund and their principal occupations
for at least the last five years are set forth below:

Name, Relationship with Principal Occupation
the Fund, and Address Past Five Years

Rex Jennings President Emeritus, Denver Metro Chamber
Director2/ of Commerce (since 1987)

Richard P. Koeppe, Ph.D. Retired Superintendent, Denver Public
Director3/ Schools (1988-1990)

Douglas L. Wooden Great-West Life & Annuity Insurance Company,
Director1/ 5/ Senior Vice President, Financial Services
(since 1996); Senior Vice-President,
Chief Financial Officer (1991-1996)

James D. Motz Great-West Life & Annuity Insurance Company,
Director1/ 5/ Senior Vice-President, Employee Benefits
since 1991); Vice- President, Group (1983-1990)

Sanford Zisman Attorney, Zisman & Ingraham, P.C.
Director4/

Glen R. Derback Great-West Life & Annuity Insurance Company,
Treasurer, Principal Vice-President, Financial Control (since 1984)
Financial and Accounting
Officer1/ 5/

Beverly A. Byrne Great-West Life & Annuity Insurance Company,
Secretary1/ 5/ ssistant Counsel (since 1993); Attorney (1988-1993)
- ---------------------------------

1/ Interested person as defined in the Investment Company Act of 1940.

2/ 12501 East Evans Circle, Unit C, Aurora Colorado 80014
- -

3/ 8679 East Kenyon Avenue, Denver, Colorado 80237
- -

4/ 3773 Cherry Creek North Drive, Suite 250, Denver, Colorado 80209.
- -

5/ Great-West Life & Annuity Insurance Company, 8515 E. Orchard Road,
Englewood, Colorado 80111.
- -

As of August 31, 1997, no person owns of record or beneficially 5% of more of
the shares outstanding in the Fund or any Portfolio except which owned % of the
Portfolios' outstanding shares. As of August 31, 1997, the directors and
officers of the Fund, as a group, had no ownership in the Fund or any Portfolio.

Compensation

The Fund pays no salaries or compensation to any of its officers or Directors
affiliated with the Investment Adviser or its affiliates. The chart below sets
for the annual fees paid to non-interested Directors in 1996.

<PAGE>

R.P. Koeppe R. Jennings S. Zisman

Compensation received from the Fund $8,450 $8,450 $8,450

Pension or retirement benefits
accrued as a Fund expense $0 $0 $0

Total compensation received from the
Fund and all affiliated funds** $12,450 $12,450 $12,450
- ------------------------
** As of August 31, 1997, there were thirty-one funds for which the Directors
serve as Directors or Trustees of which twenty-four are Portfolios of the Fund.
The total compensation paid is comprised of the amount paid during 1996 by the
Fund and all affiliated investment companies.

The Investment Adviser

The information that follows supplements the information provided about the
Investment Adviser under the caption "Management of the Fund - Investment
Adviser" in the Prospectus.

G W Capital Management, Inc. (the "Investment Adviser") serves as the investment
adviser to the Fund pursuant to an Investment Advisory Agreement dated April 1,
1982 with the Fund. The Investment Adviser is a 99.4% owned subsidiary of
Great-West Lifeco Inc., which in turn is an 86.4% subsidiary of Power Financial
Corporation, Montreal, Quebec. Power Corporation of Canada has voting control of
Power Financial Corporation. Mr. Paul Desmarais, through a group of private
holding companies, which he controls, has voting control of Power Corporation of
Canada.

The Investment Advisory Agreement, as amended, was considered by the Fund's
Board of Directors, including a majority of the Directors who are not
"interested persons" (as defined in the Investment Company Act of 1940), on
April 10, 1997, and as amended with respect to the Portfolios described in this
Post-Effective Amendment No. 52, on August 19, 1997. The Agreement will remain
in effect until April 1, 1998 and will continue in effect from year to year if
approved annually (a) by the Board of Directors of the Fund or by a majority of
the outstanding shares of the Fund, including a majority of the outstanding
shares of each portfolio, and (b) by a majority of the Directors who are not
parties to such contract or "interested persons" of any such party. The
agreement is not assignable and may be terminated without penalty on 60 days'
written notice at the option of either party or by the vote of the shareholders
of the Fund.

While the Investment Adviser is at all times subject to the direction of the
Board of Directors of the Fund, the Investment Advisory Agreement provides that
the Investment Adviser, subject to review by the Board of Directors, is
responsible for the actual management of the Fund and has responsibility for
making decisions to buy, sell or hold any particular security. The Investment
Adviser provides the portfolio managers for the Fund. Such managers consider
analysis from various sources, make the necessary investment decisions and
effect transactions accordingly. The Investment Adviser also is obligated to
perform certain administrative and management services for the Fund and is
obligated to provide all the office space, facilities, equipment and personnel
necessary to perform its duties under the Agreement.

Advisory Fee.

The method of computing the investment advisory fee is fully described in the
Prospectus.

The Sub-Adviser

Janus Capital Corporation

<PAGE>

Janus Capital Corporation serves as the sub-adviser to the Large-Cap Growth
Portfolio pursuant to a Sub-Advisory Agreement dated December 1, 1993 and
amended August 19, 1997. Janus Capital Corporation has served as investment
adviser to Janus Investment Fund since 1969 and also serves as adviser and
sub-adviser to other mutual funds, and individual, corporate, charitable and
retirement accounts. Kansas City Southern Industries, Inc. ("KCSI") owns
approximately 83% of the outstanding voting stock of Janus Capital. KCSI is a
publicly traded holding company whose primary subsidiaries are engaged in
transportation, financial services and real estate.

Sub-Advisory Fees

The method of computing the sub-advisory fees is fully described in the
Prospectus.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Portfolio Turnover

Brokerage costs to the Portfolios are commensurate with the rate of portfolio
activity. In computing the portfolio turnover rate for the Portfolios, certain
U.S. Government securities (long-term for periods before 1986 and short-term for
all periods) and all other securities, the maturities or expiration dates of
which at the time of acquisition are one year or less, are excluded. Subject to
this exclusion, the turnover rate for a portfolio is calculated by dividing (a)
the lesser of purchases or sales of portfolio securities for the fiscal year by
(b) the monthly average value of portfolio securities owned by the portfolio
during the fiscal year.

There will be no fixed limitations regarding the portfolio turnover of
Portfolio. Portfolio turnover rates are expected to fluctuate under constantly
changing economic conditions and market circumstances. Securities initially
satisfying the basic policies and objectives of the Portfolios may be disposed
of when they are no longer deemed suitable.

A higher portfolio turnover rate may involve correspondingly greater brokerage
commissions and other expenses which might be borne by the Fund and, thus,
indirectly by its shareholders. It is anticipated that the portfolio turnover
rate would not exceed 100%.

Placement of Portfolio Brokerage

The Fund does not have any obligation to deal with any broker, dealer or group
of brokers or dealers in the execution of transactions in portfolio securities.
Subject to policy established by the Board of Directors, the Investment Adviser
is primarily responsible for placement of the Fund's portfolio transactions. In
placing orders, it is the policy of the Fund to obtain the most favorable net
results, taking into account various factors, including price, dealer spread or
commissions, if any, size of the transaction and difficulty of execution. While
the Investment Adviser generally will seek reasonably competitive spreads or
commissions, the Fund will not necessarily be paying the lowest spread or
commission available.

In placing portfolio transactions, the Investment Adviser may give consideration
to brokers who provide supplemental investment research, in addition to such
research obtained for a flat fee, to the Investment Adviser, and pay commissions
to such brokers or dealers furnishing such services which are in excess of
commissions which another broker or dealer may charge for the same transaction.
Such supplemental research ordinarily consists of assessments and analyses of
the business or prospects of a company, industry, or economic sector.
Supplemental research obtained through brokers or dealers will be in addition to
and not in lieu of the services required to be performed by the Investment
Adviser. The expenses of the Investment Adviser will not necessarily be reduced
as a result of the receipt of such supplemental information. The Investment
Adviser may use any supplemental investment research obtained for the benefit of
the Fund in providing investment advice to its other investment advisory
accounts, and may use such information in managing their own accounts.
Conversely, such supplemental information obtained by the placement of business
for the Investment Adviser will be considered by and may be useful to the
Investment Adviser in carrying out its obligations to the Fund.

<PAGE>

Normally, the Fund will deal directly with the underwriters or dealers who make
a market in the securities involved unless better prices and execution are
available elsewhere. Such dealers usually act as principals for their own
account. On occasion, securities may be purchased directly from the issuer.
Bonds and money market securities are generally traded on a net basis and do not
normally involve either brokerage commissions or transfer taxes. The cost of
portfolio securities transactions of the Fund that are not transactions with
principals will consist primarily of brokerage commissions or dealer or
underwriter spreads between the bid and asked price, although purchases from
underwriters of portfolio securities include a commission or concession paid by
the issuer.

Securities held by the Fund may also be held by other separate accounts or
mutual funds for which the Investment Adviser serves as an adviser, or held by
GWL&A, the Investment Adviser for one or more clients when one or more clients
are selling the same security. If purchases or sales of securities for the Fund
or other entities for which they act as investment adviser or for their advisory
clients arise for consideration at or about the same time, transactions in such
securities will be made for the respective entities and clients in a manner
deemed equitable to all. To the extent that transactions on behalf of more than
one client of the Investment Adviser during the same period may increase the
demand for securities being purchased or the supply of securities being sold,
there may be an adverse effect on price.

On occasions when the Investment Adviser deems the purchase or sale of a
security to be in the best interests of the Fund as well as other accounts or
companies, it may to the extent permitted by applicable laws and regulations,
but will not be obligated to, aggregate the securities to be sold or purchased
for the Fund with those to be sold or purchased for such other accounts or
companies in order to obtain favorable execution and lower brokerage
commissions. In that event, allocation of the securities purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Investment
Adviser in the manner it considers to be most equitable and consistent with its
fiduciary obligations to the Fund and to such other accounts or companies. In
some cases this procedure may adversely affect the size of the position
obtainable for the Portfolios.

CALCULATION OF YIELD AND RETURN

Yield

As summarized in the Prospectus under the heading "Performance Related
Information," yield of the Portfolios will be computed by annualizing a recent
month's net investment income, divided by the Portfolio share's net asset value
on the last trading day of that month multiplied by the average number of
outstanding shares for the period. Net investment income will reflect
amortization of any market value premium or discount of fixed income securities
and may include recognition of a pro rata portion of the stated dividend rate of
dividend paying portfolio securities. The yield of the Portfolios will vary from
time to time depending upon market conditions and the composition of the
Portfolios. Yield should also be considered relative to changes in the value of
the shares of the Portfolios and to the relative risks associated with the
investment objectives and policies of the Portfolios.

Total Return

As summarized in the Prospectus under the heading "Performance Related
Information," total return is a measure of the change in value of an investment
in the Portfolios over the period covered, which assumes any dividends or
capital gains distributions are reinvested in the Portfolios immediately rather
than paid to the investor in cash. The formula for total return used herein
includes four steps: (1) adding to the total number of shares purchased by a
hypothetical $1,000 investment in the Portfolios all additional shares which
would have been purchased if all dividends and distributions paid or distributed
during the period had been immediately reinvested; (2) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares owned at the end of the period by the net
asset value per share on the last trading day of the period; (3) assuming
redemption at the end of the period and deducting any applicable contingent
deferred sales charge; and (4) dividing this account value for the hypothetical
investor by the initial $1,000 investment. Total return will

<PAGE>

be calculated for one year, five years and ten years or some other relevant
periods if the Portfolios have not been in existence for at least ten years.

<PAGE>

Performance Comparisons

The Portfolios may from time to time include its yield and/or total return in
advertisements or in information furnished to present or prospective
shareholders. The Portfolios may include in such advertisements the ranking of
those performance figures relative to such figures for groups of mutual funds
categorized by Lipper Analytical Services, relevant indexes and Donoghue Money
Fund Report as having the same or similar investment objectives.

The manner in which total return and yield will be calculated for public use is
described above.

<PAGE>

PART B

The Portfolios described in this post-effective
amendment are new. Accordingly, there are no
relevant financial statements.

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements.

The Portfolios described in this post-effective
amendment are new. Accordingly, there are no relevant
financial statements.

(b) Exhibits.

Items (b)(1)-(2), (b)(10) and (b)(13) are
incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 to its Registration
Statement dated March 10, 1982.

Items (b)(3)-(4), (b)(6)-(7), (b)(9), (b)(12),
(b)(14)-(15) and (b)(17)-(18) are not applicable.

Item (b)(5) as it pertains to the Portfolios
described in this Post-Effective Amendment No. 52 to be filed by amendment.

Item (b)(8) is incorporated by reference to
Registrant's Post-Effective Amendment No. 24 dated March 1, 1993.

Computation of Performance Quotations are
incorporated by reference to Registrant's Post-Effective Amendment No. 51.

(11) Written Consents

(a) Written consent of Jorden Burt Berenson & Johnson, LLP.

(b) Written consent of Deloitte & Touche LLP, Independent Auditors for
the Fund.

Item 25. Persons Controlled by or under Common Control with Registrant.

The organizational chart showing persons controlled by or
under common control with Registrant follows this page.

Item 26. Number of Holders of Securities:

(1) (2)
Number of Record Holders
Title of Class as of August 31, 1997
-------------- -----------------------

Common Stock ($.10 par value)

Item 27. Indemnification.

Item 4, Part II, of Registrant's Pre-Effective Amendment No. 1 to its
Registration Statement is herein incorporated by reference.

C-1

<PAGE>

ORGANIZATIONAL CHART

Power Corporation of Canada

100% - Marquette Communications Corporation

100% - 171263 Canada Inc.

68.1% - Power Financial Corporation

86.5% - Great-West Lifeco Inc.

99.5% - The Great-West Life Assurance Company

100% - Great-West Life & Annuity Insurance Company

100% - GW Capital Management, Inc.

100% - Financial Administrative Services Corporation

100% - One Corporation
100% - One Health Plan of Illinois, Inc.
100% - One Health Plan of Texas, Inc.
100% - One Health Plan of California, Inc.
100% - One Health Plan of Colorado, Inc.
100% - One Health Plan of Georgia, Inc.
100% - One Health Plan of North Carolina, Inc.
100% - One Health Plan of Washington, Inc.
100% - One Health Plan of Ohio, Inc.
100% - One Health Plan of Tennessee, Inc.
100% - One Health Plan of Oregon, Inc.
100% - One Orchard Equities, Inc.

100% - Great-West Benefit Services, Inc.
13% - Private Healthcare Systems, Inc.

100% - Benefits Communication Corporation
100% - BenefitsCorp Equities, Inc.

100% - Greenwood Property Corporation

94% - MAXIM SERIES FUND, INC.*

100% - GWL Properties Inc.
100% - Great-West Realty Investments, Inc.
50% - Westkin Properties Ltd.

100% - Confed Admin Services, Inc.

* 5.9% New England Life Insurance Company
0.1% The Great-West Life Assurance Company

<PAGE>

Item 28. Business and Other Connections of Investment Adviser.

Part A to Item 5, Part II to Registrant's Post-Effective Amendment No. 7 to its
Registration Statement is herein incorporated by reference.

Item 29. Principal Underwriter.

Not applicable.

Item 30. Location of Accounts and Records.

Item 7, Part II, of Registrant's Pre-Effective Amendment No. 1 to its
Registration Statement is herein incorporated by reference.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

(a) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders upon request and without charge.

(b) The Registrant agrees to file a post-effective amendment
relating to the Portfolios described in this post-effective
amendment, using financial statements which need not be
certified, within four to six months from the effective date
of this post-effective amendment.

C-2

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has duly caused Post-Effective Amendment No. 52 to
the Registration Statement to be signed on its behalf, in the City of Englewood,
State of Colorado on the 25th day of June, 1997.

MAXIM SERIES FUND, INC.
(Registrant)

By:/s/ J.D. Motz
President (J.D. Motz)

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 52 to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.

Signature and Title Date

/s/ J.D. Motz 6/25/97
President (J.D. Motz)

/s/ D.L. Wooden 6/25/97
Director (D.L. Wooden)

/s/ R. Jennings* 6/25/97
Director (R. Jennings)

/s/ R.P. Koeppe* 6/25/97
Director (R.P. Koeppe)

/s/ J.D. Motz 6/25/97
Director (J.D. Motz)

S-1

<PAGE>

Signature and Title Date

/s/ S. Zisman* 6/25/97
Director (S. Zisman)

/s/ G.R. Derback 6/25/97
Treasurer (G.R. Derback)

/s/ G.R. Derback 6/25/97
Principal Financial Officer
(G.R. Derback)

/s/ G.R. Derback 6/25/97
Principal Accounting Officer
(G.R. Derback)

*By:/s/ B.A. Byrne
B.A. Byrne
Attorney-in-fact pursuant to Powers of Attorney filed under this Post-
Effective Amendment No. 52 to the Registration Statement.

S-2

<PAGE>

POWER OF ATTORNEY

MAXIM SERIES FUND, INC.

Know all men by these presents, that I, R.P. Koeppe, a Member of the Board of
Directors of Maxim Series Fund, Inc., a Maryland corporation, do hereby
constitute and appoint each of B.A. Byrne and G.R. Derback as my true and lawful
attorney and agent for me and in my name and on my behalf to do, individually
and without the concurrence of the other attorney and agent, any and all acts
and things and to execute any and all instruments which either said attorney and
agent may deem necessary or desirable to enable Maxim Series Fund, Inc., to
comply with the Securities Act of 1933 and the Investment Company Act of 1940
and any rules, regulations, and requirements of the Securities and Exchange
Commission thereunder, in connection with the registration under said Acts of
Maxim Series Fund, Inc., including specifically, but without limiting the
generality of the foregoing, power and authority to sign my name, in my capacity
as a Member of the Board of Directors of Maxim Series Fund, Inc., to the
Registration Statement (Form N-1A) (Registration No. 2-75503), and to any and
all amendments thereto, and I hereby ratify and confirm all that either said
attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of June, 1997.

/s/ R.P. Koeppe
Member, Board of Directors
Maxim Series Fund, Inc.

Witness:

/s/ Teddy Beckman
Name: Teddy Beckman

<PAGE>

POWER OF ATTORNEY

MAXIM SERIES FUND, INC.

Know all men by these presents, that I, R. Jennings, a Member of the Board of
Directors of Maxim Series Fund, Inc., a Maryland corporation, do hereby
constitute and appoint each of B.A. Byrne and G.R. Derback as my true and lawful
attorney and agent for me and in my name and on my behalf to do, individually
and without the concurrence of the other attorney and agent, any and all acts
and things and to execute any and all instruments which either said attorney and
agent may deem necessary or desirable to enable Maxim Series Fund, Inc., to
comply with the Securities Act of 1933 and the Investment Company Act of 1940
and any rules, regulations, and requirements of the Securities and Exchange
Commission thereunder, in connection with the registration under said Acts of
Maxim Series Fund, Inc., including specifically, but without limiting the
generality of the foregoing, power and authority to sign my name, in my capacity
as a Member of the Board of Directors of Maxim Series Fund, Inc., to the
Registration Statement (Form N-1A) (Registration No. 2-75503), and to any and
all amendments thereto, and I hereby ratify and confirm all that either said
attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of June, 1997.

/s/ R. Jennings
Member, Board of Directors
Maxim Series Fund, Inc.

Witness:

/s/ Teddy Beckman
Name: Teddy Beckman

<PAGE>

POWER OF ATTORNEY

MAXIM SERIES FUND, INC.

Know all men by these presents, that I, S. Zisman, a Member of the Board of
Directors of Maxim Series Fund, Inc., a Maryland corporation, do hereby
constitute and appoint each of B.A. Byrne and G.R. Derback as my true and lawful
attorney and agent for me and in my name and on my behalf to do, individually
and without the concurrence of the other attorney and agent, any and all acts
and things and to execute any and all instruments which either said attorney and
agent may deem necessary or desirable to enable Maxim Series Fund, Inc., to
comply with the Securities Act of 1933 and the Investment Company Act of 1940
and any rules, regulations, and requirements of the Securities and Exchange
Commission thereunder, in connection with the registration under said Acts of
Maxim Series Fund, Inc., including specifically, but without limiting the
generality of the foregoing, power and authority to sign my name, in my capacity
as a Member of the Board of Directors of Maxim Series Fund, Inc., to the
Registration Statement (Form N-1A) (Registration No. 2-75503), and to any and
all amendments thereto, and I hereby ratify and confirm all that either said
attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of June, 1997.

/s/ S. Zisman
Member, Board of Directors
Maxim Series Fund, Inc.

Witness:

/s/ Teddy Beckman
Name: Teddy Beckman

<PAGE>

EXHIBIT 11 (a)

CONSENT OF JORDEN BURT BERENSON & JOHNSON LLP

<PAGE>

June 23, 1997

Maxim Series Fund, Inc.
8515 East Orchard Road
Englewood, Colorado 80111

Ladies and Gentlemen:

We consent to the use of our name under the caption "Legal Counsel"
for Maxim Series Fund, In. in the Prospectus contained in Post-Effective
Amendment No. 52 to the Registration Statement on Form N-1A (File No. 2-75503)
filed by Maxim Series Fund, Inc. with the Securities and Exchange Commission
under the Securities Act of 1933 and the Investment Company Act of 1940.

Very truly yours,

/s/ Jorden Burt Berenson & Johnson LLP

JORDEN BURT BERENSON & JOHNSON LLP

<PAGE>

EXHIBIT 11(b)

CONSENT OF DELOITTE & TOUCHE LLP

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the reference to us under the heading "Independent Auditors"
in this Post-Effective Amendment No.52 to Registration Statement No.2-75503 of
Maxim Series Fund, Inc.

DELOITTE & TOUCHE LLP

Denver, Colorado
June 23, 1997