As filed with the Securities and Exchange Commission on February 28, 2000
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. 67
----
|X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 67 |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) 737-3000
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 Boros Cicchetti Berenson & Johnson LLP
1025 Thomas Jefferson St. N. W.
Suite 400 East
Washington, D. C. 20007-0805
Approximate Date of Proposed Public Offering: Immediately upon effectiveness of
this amendment.
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485 |X| on
March 1, 2000 pursuant to paragraph (b) of Rule 485 |_| 60 days after filing
pursuant to paragraph (a)(1) of Rule 485 |_| on __________pursuant to paragraph
(a)(1) of Rule 485 |_| 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 box:
|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment relates only to the prospectus and Statement of
Additional Information for the Maxim Vista Growth & Income Portfolio and shall
not supersede or affect this Registration Statement as it applies to the
Prospectuses and/or Statements of Additional Information for any other Maxim
Series Fund portfolio.
<PAGE>
8
MAXIM SERIES FUND, INC.
Maxim Vista Growth & Income Portfolio
8515 E. Orchard Rd., Englewood, Colorado 80111
Phone No. (303) 737-3000
This prospectus explains the objectives, risks and strategies of
the Maxim Vista Growth & Income Portfolio ("Portfolio")
The Portfolio is one of several mutual funds that comprise the
Maxim Series Fund, Inc. ("Fund")
The Portfolio's objective is long-term growth and dividend income
The Portfolio seeks to achieve this objective by investing all of
its assets in the Vista Growth and Income Portfolio ("Vista
Portfolio"), another mutual fund
The Portfolio's investment adviser is GW Capital Management, LLC,
("GW Capital"), a wholly owned subsidiary of Great-West Life & Annuity
Insurance Company ("GWL&A")
The Portfolio is available only as an investment option for
certain variable annuity contracts and qualified retirement plans
("Qualified Plans"). Therefore, you cannot purchase shares of the
Portfolio directly; rather you must own one of those contracts or
participate in a Qualified Plan that makes the Portfolio available for
investment.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.
TheSecurities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a
criminal offense.
The date of this Prospectus is March 1, 2000
<PAGE>
TABLE OF CONTENTS
Page
The Portfolio at a Glance......................................................3
..................................................................Investment
Objective......................................................................3
Principal Investment Strategy..........................................3
Principal Investment Risks.............................................3
Portfolio Performance Information..............................................4
Year by Year Performance Returns.......................................4
Highest and Lowest Quarter Returns.....................................4
Average Annual Total Return............................................4
Fees and Expenses.........................................................5
Portfolio Expense Example...............................................5
The Portfolio in Detail........................................................5
.............................................................Investment
Objective......................................................................6
Principal Investment Strategy..........................................6
Principal Investment Risks.............................................6
Management of the Portfolio and the Vista Portfolio............................7
The Portfolio..........................................................7
The Vista Portfolio....................................................7
Vista Portfolio Managers...............................................7
Important Information About Your Investment............................7
Investing In the Portfolio.............................................8
Purchasing and Redeeming Shares......................8 How to
Exchange Shares..............................................8 Other
Information....................................................................9
Share Price............................................................9
Vista Portfolio Share Price............................................9
Dividends and Capital Gain Distributions......................................10
Tax Consequences......................................................10
Annual and Semi-Annual Shareholder Reports............................10
Change of Investment Strategy.................................................11
Financial Highlights..........................................................12
Statement of Additional Information..................................Back Cover
<PAGE>
THE PORTFOLIO AT A GLANCE
The following information is only a summary of important information you
should know about the Portfolio. Detailed information is included elsewhere in
this prospectus and the Statement of Additional Information ("SAI") and should
be read in addition to this summary.
Investment Objective:
The Portfolio seeks long term capital growth and dividend income. As
with any mutual fund, there is no guarantee that the Portfolio will achieve its
objectives. The Portfolio's share price will fluctuate and your shares could be
worth more or less than what you paid for them.
Principal Investment Strategy:
The Portfolio invests all of its assets in the Vista Portfolio. Under
normal market conditions, the Vista Portfolio invests at least 80% of its total
assets in common stocks of a broad range of companies most of which have a
market capitalization above $1 billion. Market capitalization is the total
market value of a company's shares.
Principal Investment Risks:
The Vista Portfolio invests in common stocks. Stocks and stock
markets are volatile and can decline significantly in response to adverse
issuer, political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
The Vista Portfolio may invest in foreign securities. Foreign
markets, particularly emerging markets, can be more volatile than the U.S.
market due to increased risks of adverse issuer, political, regulatory,
market, currency valuation or economic developments and can perform
differently than the U.S. market. As a result, foreign securities subject
the Portfolio to greater risk of potential loss than U.S. securities.
The Vista Portfolio's equity holdings may also include real estate
investment trusts (REITs), which are pools of investments primarily in
income-producing real estate or loans related to real estate. The value of
REITs will depend on the value of the underlying properties or the
underlying loans or interest. The value of REITs may decline when interest
rates rise.
The value of an individual security or particular type of security
can be more volatile than the market as a whole and can perform differently
than the value of the market as a whole.
The Portfolio is considered "non-diversified" because it invests all
of its assets in the Vista Portfolio. The Portfolio's performance will
depend on the performance of the Vista Portfolio. Due to this investment
structure, the Portfolio is subject to all of the risks to which the Vista
Portfolio is subject.
The Portfolio is considered "non-diversified" because the Vista
Portfolio is non-diversified. The Vista Portfolio may invest a greater
percentage of its assets in a particular issuer or group of issuers than a
diversified mutual fund would. Since a relatively high percentage of the
Vista Portfolio's assets may be invested in the securities of a limited
number of issuers, some of which may be in the same industry, the Vista
Portfolio may be more sensitive to changes in the market value of a single
issuer or industry.
An investment in the Portfolio is not insured or guaranteed by the FDIC or any
other government agency.
<PAGE>
PORTFOLIO PERFORMANCE INFORMATION
The bar chart and table below provide some indication of the risk of investment
in the Portfolio. The bar chart shows the Portfolio's performance in each full
calendar year since its inception on December 21, 1994. The table shows how the
Portfolio's average annual total return for the one year, five year and since
inception periods compare to a broad based stock market index and an average of
the performance of a universe of growth and income mutual funds. The returns
shown below are historical and are not an indication of future performance.
Year By Year Performance Returns:
[OBJECT OMITTED]
Highest and Lowest Quarter Returns:
During the periods shown in the chart the highest return for a quarter was
16.72% (Quarter ending December 31, 1998) and the lowest return for a quarter
was -12.15%% (Quarter ending September 30, 1998).
Average Annual Total Return for the
Periods Ending December 31, 1999:
<TABLE>
1 Year 5 Years Since Inception of
the Portfolio
<S> <C> <C> <C>
Maxim Vista Growth & 8.65% 19.91% 19.73%
Income Portfolio
S&P 500 Index 21.04% 28.56% 28.37%
Lipper Growth & 11.86% 20.60% 20.55%
Income Fund Average
</TABLE>
The Standard & Poor's 500 Index is a broad based index that is generally
considered representative of the U.S. stock market. The index is unmanaged and
reflects the reinvestment of dividends. An individual cannot invest directly in
the index.
The Lipper Growth & Income Fund Average represents the average performance of a
universe of 718 actively managed growth and income funds. Lipper is an
independent mutual fund performance monitor whose results are based on total
return and do not reflect a sales charge. An individual cannot invest directly
in the average.
<PAGE>
FEES AND EXPENSES*
This table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.
Shareholder Fees (fees paid directly from your investment)
Sales Load Imposed on Purchases....................................None
Sales Load Imposed on Reinvested Dividends.........................None
Deferred Sales Load..............................................None
Redemption Fee...................................................None
Exchange Fee......................................................None
Annual Portfolio Operating Expenses (expenses that are deducted from
Portfolio assets)
Management Fees................................................0.93%
Distribution (12b-1) Fees.......................................None
Other Expenses...................................................0.07%
Total Annual Fund Operating Expenses......................1.00%
* The table and example reflect the aggregated expenses of both the
Portfolio and the Vista Portfolio.
PORTFOLIO EXPENSE EXAMPLE
This Example is intended to help you compare the cost of investing in
the Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the
time periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
1 Year 3 Years 5 Years 10 Years
$103 $323 $566 $1,289
<PAGE>
THE PORTFOLIO IN DETAIL
Investment Objective:
The Portfolio seeks long term capital growth and dividend income.
Principal Investment Strategy:
To achieve this objective, the Portfolio invests all of its assets in
the Vista Portfolio. Therefore, the Portfolio's investment objectives are
identical to those of the Vista Portfolio. The risks described below apply to
the Portfolio as well as the Vista Portfolio. The investment strategies of the
Vista Portfolio, described below, will directly influence the value of the
Portfolio's shares.
Under normal circumstances the Vista Portfolio invests at least 80% of
its total assets in common stocks of a broad range of companies, most of which
have a market capitalization above $1 billion. Market capitalization is the
total market value of a company's shares. The Vista Portfolio's investment
advisers do quantitative analysis and fundamental research to seek to identify
undervalued stocks which have the potential to increase in value. The investment
advisers first seek to find companies with the best earnings prospects and then
select companies which appear to have the most attractive values. The investment
advisers also seek to invest in sectors with good earnings prospects as well.
The investment advisers may look for value-oriented factors, such as a
low price-to-earnings or price-to-cash ratio, in determining whether a stock is
undervalued. In addition, they may also attempt to identify those undervalued
companies which will experience earnings growth or improved earnings
characteristics. The investment advisers may seek current income through various
methods, including investing in convertible securities and seeking to identify
companies with characteristics such as average or above average dividend yields.
In determining whether to sell a stock, the investment advisers will use
the same type of analysis that it uses in buying stocks in order to determine
whether the stock is still undervalued. This may include those securities which
have appreciated to meet their target valuations.
The Vista Portfolio may invest up to 20% of its total assets in foreign
securities. These investments may include depositary receipts. The Vista
Portfolio may also invest up to 20% of its total assets in convertible
securities, which generally pay interest or dividends and which can be converted
into common or preferred stock.
Although the Vista Portfolio intends to invest primarily in equity
securities, under normal market conditions it may invest up to 20% of its total
assets in high quality money market instruments and repurchase agreements. To
temporarily defend its assets, the Vista Portfolio may put any amount of its
assets in these investments as well as in U.S. Government debt securities and
investment grade debt securities. When it employs such a temporary defensive
strategy, the Vista Portfolio's investment objective may not be achieved. During
unusual market conditions, the Fund may invest up to 20% of its assets in U.S.
Government debt securities.
The Vista Portfolio may invest in derivatives, which are financial
instruments whose value is based on another security, index or exchange rate.
The Vista Portfolio may use derivatives to hedge various market risks or to
increase the Vista Portfolio's income or gain.
Principal Investment Risks
All mutual funds carry a certain amount of risk. You will lose money if
you sell your shares for less than you paid for them. Loss of money is a risk of
investing in the Portfolio. Some of the specific risks of investing in this
Portfolio are described below.
MasterFeeder Structure:
Unlike most other mutual funds, the Portfolio does not directly acquire
and manage its own portfolio of securities. Rather, the Portfolio invests all of
its assets in another mutual fund, the Vista Portfolio. This investment
relationship is referred to as a master/feeder relationship. The Portfolio is
referred to as a "feeder" fund because it invests all of its assets in the
"master" fund, the Vista Portfolio. The Vista Portfolio is referred to as a
"master" fund because in addition to the Portfolio there are other funds which
"feed" (that is, invest) their assets to the Vista Portfolio.
There are some general risks that are specifically associated with the
master/feeder relationship. For example, if a large "feeder" fund withdraws from
the Vista Portfolio, the remaining funds may experience higher operating
expenses. Higher expenses may produce lower returns. A large "feeder" fund's
withdrawal may also result in the Vista Portfolio's investment holdings being
less diversified which will increase portfolio risk. This latter risk also
exists for traditionally structured funds which have large and/or institutional
investors.
A change in the Vista Portfolio's objectives, policies or restrictions
may require the Portfolio to redeem its interest in the Vista Portfolio. This
could result in a distribution of securities to the Portfolio by the Vista
Portfolio, as opposed to a cash distribution. A distribution of securities may
mean additional brokerage fees or other transaction costs to convert the
distributed securities to cash. A distribution of this type may also result in
the Portfolio being less diversified and less liquid.
Equity Securities:
Equity securities, such as common stocks, fluctuate in value, often
based on factors unrelated to the value of the issuer of the securities, and
those fluctuations can be pronounced. Changes in the value of the Vista
Portfolio's investments will result in changes in the value of its shares and,
consequently, the value of the shares of the Portfolio. The Vista Portfolio may
not achieve its objective if securities which the investment advisers believe
are undervalued do not appreciate as much as the investment advisers anticipate
or if the companies in which it invests do not pay dividends.
Foreign Securities:
Investments in foreign securities may have higher risks than United
States investments. Higher risks result from the following possibilities:
Less publicly available information Different settlement
procedures Smaller and less liquid securities markets
Difficulty converting investments into cash Political and
economic instability Imposition of government controls
Higher brokerage commissions and custody costs Different
regulations and standards
These risks increase when investing in securities issued in developing
countries. Changes in currency exchange rates also affect foreign securities
since they are normally denominated and traded in foreign currencies.
Additionally, investment in unsponsored depositary receipts may carry higher
risks than sponsored depositary receipts due to less available information about
the issuer and different voting privileges.
Convertible Securities:
The market value of convertible securities tends to decline as interest
rates increase and increase as interest rates decline. The value of these
securities also tends to change whenever the market value of the underlying
common or preferred stock fluctuates.
Money Market and Debt Obligations:
Although the Vista Portfolio intends to invest primarily in equity
securities, under normal market conditions it may invest up to 20% of its total
assets in high quality money market instruments and repurchase agreements.
During unusual market conditions, the Vista Portfolio may invest up to 20% of
its assets in U.S. government obligations. To temporarily defend its assets, the
Vista Portfolio may put any amount of its assets in these types of investments
and during such times the Portfolio's investment objective may not be achieved.
Real Estate Investment Trusts:
The value of REITs will depend on the value of the underlying properties
or the underlying loans or interest. The value of REITs may decline when
interest rates rise. The value of a REIT will also be affected by the real
estate market and by the management of the REIT's underlying properties. REITs
may be more volatile or more illiquid than other types of securities.
Derivatives:
Derivatives may be more risky than other types of investments because
they may respond more to changes in economic conditions than other types of
investments. If they are used for non-hedging purposes they could cause losses
that exceed the Vista Portfolio's original investment. Derivative transactions
may not always be available and/or may be infeasible to use due to the
associated costs.
Vista Portfolio Turnover
The Vista Portfolio may engage in active and frequent trading of its
portfolio securities to achieve its principal investment strategies. Such
trading could result in higher brokerage costs. Brokerage costs affect the
performance of the Portfolio and the expenses you will indirectly pay because
the Vista Portfolio must pay these costs from its own assets.
MANAGEMENT OF THE PORTFOLIO AND THE VISTA PORTFOLIO
The Portfolio
GW Capital provides investment management, accounting and administrative
services for the Portfolio. GW Capital's address is 8515 East Orchard Road,
Englewood, Colorado 80111. GW Capital provides investment management services
for mutual funds and other investment portfolios representing assets of over
$6.5 billion. GW Capital (and its predecessor company, The Great-West Life
Assurance Company) has been providing investment management services since 1969.
The aggregate fee paid to GW Capital for the Portfolio's fiscal year
ending October 31, 1999 was 0.53% of the average daily net assets of the
Portfolio.
<PAGE>
The Vista Portfolio
The investment adviser of the Vista Portfolio is The Chase Manhattan Bank
("Chase"), 270 Park Avenue, New York, New York 10017. Chase Asset Management,
Inc. is the sub-adviser to the Vista Portfolio. Chase Asset Management's address
is 1211 Avenue of the Americas, New York, New York 10036. Chase Asset Management
makes the day-to-day investment decisions for the Vista Portfolio.
The aggregate fee paid to Chase for the Vista Portfolio's fiscal year
ending October 31, 1999 was 0.40% of the average daily net assets of the Vista
Portfolio. From this fee, Chase paid Chase Asset Management an aggregate fee of
0.20% of the average daily net assets of the Vista Portfolio.
Vista Portfolio Managers
Robert Heintz, Directory of Equity Management, Research and Trading at
Chase, and Steve O'Keefe, Portfolio Manager at Chase, are responsible for the
day-to-day management of the Vista Portfolio.
Mr. Heintz has worked at Chase since 1983 in an investment management
position. Before joining Chase, he worked at the Bank of New York as Portfolio
Manager. Mr. Heintz has been a manager of the Vista Portfolio since August 1999.
He is also Portfolio Manager of the Vista Equity Income Fund (since August 1999)
and the Chase Equity Income Fund (since 1988).
Mr. O'Keefe joined Chase in 1989. Since then, he has held the position of
Equity Income Portfolio Assistant. Prior to joining Chase, he held a position as
Quantitative Analyst for the investment division of American General Life
Insurance Company. Mr. O'Keefe has been a manager of the Vista Portfolio since
August 1999.
IMPORTANT INFORMATION ABOUT YOUR INVESTMENT
Investing In the Portfolio
Shares of the Portfolio are not for sale directly to the public.
Currently, the Portfolio shares are sold to separate accounts of GWL&A to fund
benefits under certain group variable annuity contracts, as well as directly to
certain qualified retirement plans. In the future, Portfolio shares may be used
to fund other variable contracts offered by GWL&A, or its affiliates, or other
unrelated insurance companies. For information concerning your rights under a
specific variable contract or Qualified Plan, please refer to that contract or
Qualified Plan.
Purchasing and Redeeming Shares
Variable contract owners or Qualified Plan participants will not deal
directly with the Fund regarding the purchase or redemption of the Portfolio's
shares. Insurance company separate accounts place orders to purchase and redeem
shares of the Portfolio based on allocation instructions received from variable
contract owners. Similarly, Qualified Plan sponsors and administrators
purchase/redeem Portfolio shares based on orders received from participants.
Qualified Plan participants cannot contact the Fund directly to purchase shares
of the Portfolio but may invest in shares of the Portfolio only through their
Qualified Plan. Participants should contact their Qualified Plan sponsor or
administrator for information concerning the appropriate procedure for investing
in the Portfolio.
Due to differences in tax treatment or other considerations, material
irreconcilable conflicts may arise between the interests of variable annuity
contract owners and Qualified Plans that invest in the Portfolio. The Board of
Directors will monitor the Portfolio for any material conflicts that may arise
and will determine what action should be taken.
How to Exchange Shares
This section is only applicable to participants in Qualified Plans that
purchase shares of the Portfolio outside a variable annuity contract.
An exchange involves selling all or a portion of the shares of the
Portfolio and purchasing shares of another portfolio of the Fund. There are no
sales charges or distribution fees for an exchange. The exchange will occur at
the next net asset value calculated for the two portfolios after the exchange
request is received in proper form. Before exchanging into a portfolio, read its
prospectus.
Please note the following policies governing exchanges:
o You can request an exchange in writing or by telephone.
o Written requests should be submitted to: 8515 East Orchard Road,
Englewood, CO 80111.
o The form should be signed by the account owner(s) and include the
following information:
(1) the name of the account
(2) the account number
(3) the name of the portfolio from which the shares of which are to be sold (4)
the dollar amount or number of shares to be exchanged (5) the name of the
portfolio(s) in which new shares will be purchased; and (6) the signature(s) of
the person(s) authorized to effect exchanges in the account.
o You can request an exchange by telephoning 1-800-537-2033.
o A portfolio may refuse exchange purchases by any person or group if,
in GW Capital's judgment, the portfolio would be unable to invest the
money effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
Other Information
o We may modify, suspend or terminate the policies and procedures to
request an exchange of shares of the portfolios by telephone at any
time.
o If an account has more than one owner of record, we may rely on the
instructions of any one owner.
o Each account owner has telephone transaction privileges unless we
receive cancellation instructions from an account owner.
o We will not be responsible for losses or expenses arising from
unauthorized telephone transactions, as long as we use reasonable
procedures to verify the identity of the investor, such as requesting
personal identification numbers (PINs) and other information.
o All telephone calls will be recorded and we have adopted other
procedures to confirm that telephone instructions are genuine.
o During periods of unusual market activity, severe weather, or other
unusual, extreme, or emergency conditions, you may not be able to
complete a telephone transaction and should consider placing your order
by mail.
Share Price
The price for buying or selling the Portfolio's shares is the net asset
value per share of the Portfolio. We compute the net asset value per share by
dividing the net assets of the Portfolio (that is, the value of the Portfolio's
investment in the Vista Portfolio less Portfolio expenses and liabilities) by
the number of outstanding Portfolio shares. We generally calculate the
Portfolio's NAV as of the close of regular trading on the New York Stock
Exchange (currently, 4:00 p.m. Eastern Time), on each day the New York Stock
Exchange is open for business. When you buy or redeem shares of the Portfolio,
your share price will be the price next computed after we receive your purchase
or redemption order. If the NYSE closes at any other time, or if an emergency
exists, the time at which the NAV is calculated may differ.
Since the Portfolio invests all its assets in the Vista Portfolio, the
value of the Portfolio's shares depends upon the investment performance of the
Vista Portfolio. If the securities owned by the Vista Portfolio increase in
value, the value of the Portfolio's shares will increase and vice versa.
Vista Portfolio Share Price
The Vista Portfolio generally calculates its NAV as of the close of
trading on the NYSE every day the NYSE is open. If the NYSE closes at any other
time, or if an emergency exists, the time at which the NAV is calculated may
differ. The NAV of the Vista Portfolio is based on the market value of the
securities in which it invests. If market prices are not available or if a
security's value has been materially affected by events occurring after the
close of the exchange or market on which the security is principally traded (for
example, a foreign exchange or market), that security may be valued by another
method that Chase believes accurately reflects fair value. Certain short-term
securities are valued on the basis of amortized cost.
Dividend and Capital Gain Distributions
Dividends from the investment income of the Portfolio are declared and
reinvested quarterly in additional shares of the Portfolio at net asset value.
Distributions of net realized capital gains, if any, are declared in the fiscal
year in which they have been realized and are reinvested in additional shares of
the Portfolio at net asset value.
Tax Consequences
The Portfolio is not currently a separate taxable entity. It is possible
the Portfolio could lose this favorable tax treatment if it does not meet
certain requirements of the Internal Revenue Code of 1986, as amended. If it
does not meet those tax requirements and becomes a taxable entity, the Portfolio
would be required to pay taxes on income and capital gains. This would affect
your investment because your return would be reduced by the taxes paid by the
Portfolio.
Tax consequences of your investment in the Portfolio depend on the
provisions of the variable annuity contract or Qualified Plan through which you
invest in the Portfolio. For more information please refer to your contract or
Qualified Plan.
Annual and Semi-Annual Shareholder Reports
The fiscal year of the Portfolio ends on October 31 of each year. Twice
a year you will receive a report containing a summary of the Portfolio's
performance and other information.
CHANGE OF INVESTMENT STRATEGY
The Portfolio may withdraw its investment in the Vista Portfolio at any
time without shareholder approval if the Board of Directors of the Fund decides
it is in the best interest of the Portfolio. Upon any such change, the Board
will consider what action may be taken, including the investment of assets of
the Portfolio in another underlying mutual fund having the same investment
objective as the Portfolio or the retention of an investment adviser to manage
the Portfolio's assets in accordance with the investment objective. The
investment objective of the Portfolio as well as the investment objective of the
Vista Portfolio, can only be changed with shareholder approval.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years. Certain information
reflects financial results for a single Portfolio share. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
independent auditors, whose report, along with the Portfolio's financial
statements, is included in the Portfolio's Annual Report. A free copy of the
Annual Report is available upon request.
<TABLE>
- ----------------------------------------- --------------- ---------------- --------------- ------------- --------------
1999 1998 1997 1996 19951
--------------- ---------------- --------------- ------------- --------------
<S> <C> <C>
Net Asset Value, Beginning of Period $1.5958 $ $ $ $
1.6590 1.3957 1.2133 1.0000
Income from Investment Operations
Net Investment Income 0.0114
0.0113 0.0158 0.0219 0.0174
Net Gain or Losses on Securities
(both realized and unrealized) 0.1938
0.1351 0.3677 0.2147 0.2133
--------------- --------------- ------------- --------------
----------------
Total Income From Investment Operations 0.2052
0.1464 0.3835 0.2366 0.2307
Less Distributions
Dividends (from net investment income) (0.0118)
(0.0103) (0.0162) (0.0215) (0.0174)
Distributions (from capital gains) (0.1020)
(0.1993) (0.1040) (0.0327)
--------------- ---------------- --------------- ------------- --------------
Total Distributions (0.1138)
(0.2096) (0.1202) (0.0542) (0.0174)
--------------- --------------- ------------- --------------
----------------
Net Asset Value, End of Period $1.6872 $ $ $ $
=======
1.5958 1.6590 1.3957 1.2133
=============== =============== ============= ==============
================
Total Return 13.13%
9.38% 29.33% 20.01% 22.25%
Ratios/Supplemental Data
Net Assets, End of Period $125,978,101 $ $ $ $
161,166,617 135,053,616 86,430,279 49,403,163
Ratio of Expenses to Average Net Assets 1.00%
1.00% 1.00% 1.00% 1.01%*
Ratio of Net Investment Income to 0.66%
Average Net Assets 0.69% 1.08% 1.75% 2.21%*
- ----------------------------------------- --------------- ---------------- --------------- ------------- --------------
Turnover rate2 125%
113% 65% 62% 71%
- ----------------------------------------- --------------- ---------------- --------------- ------------- --------------
- -----------
1 For 1995 the period is from December 21, 1994 [inception] to October 31, 1995.
* Annualized 2 The Turnover rate is that of the Master Fund, the Chase Vista
Growth and Income Portfolio, not that of the Maxim Vista Growth & Income
Portfolio.
</TABLE>
<PAGE>
This prospectus should be read
and retained for future reference.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI, dated March 1, 2000, contains more details about the investment
policies and techniques of the Fund and the Portfolio. A current SAI is on file
with the SEC and is incorporated into this prospectus by reference. This means
that the SAI is legally considered a part of this prospectus even though it is
not physically contained within this prospectus.
Additional information about the Portfolio's investments and the
investments of the Vista Portfolio is available in the Portfolio's annual and
semi-annual reports to shareholders. In the Portfolio's annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Portfolio's performance during its last fiscal year.
For a free copy of the SAI or annual or semi-annual reports or to
request other information or ask questions about a Fund, call 1-800-537-2033.
The SAI and the annual and semi-annual reports are available on the
SEC's Internet Web site (http://www.sec.gov). You can also obtain copies of this
information upon paying a duplicating fee, by electronic request at the
following e-mail address: [email protected], or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the Fund, including the SAI, at the SEC's Public Reference
Room in Washington, D.C. Call 1-800-SEC-0330 for information on the operation of
the SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-7735.
<PAGE>
MAXIM SERIES FUND, INC.
(the "Fund")
- -------------------------------------------------------------------------------
Maxim Vista Growth & Income Portfolio
(the "Portfolio")
- -------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION ("SAI")
Throughout this SAI, "the Portfolio" is intended to refer to the
Portfolio listed above, unless otherwise indicated. This SAI is not a
Prospectus and should be read together with the Prospectus for the
Portfolio dated March 1, 2000. Requests for copies of the Prospectus
should be made by writing 8515 East Orchard Road, Englewood, Colorado
80111, or by calling (303) 737-3000. The financial statements appearing
in the Annual Report are incorporated into this SAI by reference.
March 1, 2000
- -------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
INFORMATION ABOUT THE FUND AND THE PORTFOLIO............................2
INVESTMENT LIMITATIONS..................................................2
INVESTMENT POLICIES AND PRACTICES.......................................3
MANAGEMENT OF THE FUND..................................................17
INVESTMENT ADVISORY SERVICES............................................18
PURCHASE, REDEMPTION AND PRICING OF SHARES..............................24
INVESTMENT PERFORMANCE..................................................24
DIVIDENDS, DISTRIBUTION AND TAXES.......................................26
OTHER INFORMATION.......................................................29
FINANCIAL STATEMENTS....................................................30
APPENDIX A..............................................................31
APPENDIX B..............................................................33
<PAGE>
INFORMATION ABOUT THE FUND AND THE PORTFOLIO
Maxim Series Fund, Inc. (the "Fund") is a Maryland corporation organized
as an open-end management investment company. The Fund offers thirty-six
investment portfolios. The Fund commenced business as an investment company in
1982. The Maxim Vista Growth & Income Portfolio (the "Portfolio") was added
effective December 21, 1994. The Portfolio invests all of its assets in the
Vista Growth and Income Portfolio (the "Vista Portfolio"), a non-diversified
open-end management investment company. The Portfolio is a "no-load" investment
meaning you pay no sales charges or distribution fees. GW Capital Management,
LLC ("GW Capital"), a wholly-owned subsidiary of Great-West Life & Annuity
Insurance Company ("GWL&A"), serves as the Fund's investment adviser.
Non-Diversified Portfolio of Securities
The Portfolio is considered "non-diversified" because it invests all of
its assets in the Vista Portfolio, which itself is non-diversified. The Vista
Portfolio may invest a greater percentage of its assets in a particular issuer
or group of issuers than a diversified fund would. Since a relatively high
percentage of the Vista Portfolio's assets may be invested in the securities of
a limited number of issuers, some of which may be in the same industry, the
Vista Portfolio may be more sensitive to changes in the market value of a single
issuer or industry.
INVESTMENT LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise indicated, whenever an investment policy or
limitation states a maximum percentage of the Portfolio's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, the indicated percentage or quality standard limitation will
be determined immediately after and as a result of the Portfolio's acquisition
of the security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the Portfolio's investment policies and
limitations. The Portfolio's fundamental investment policies and limitations
cannot be changed without approval by vote of a "majority of the outstanding
voting shares" (as defined in the Investment Company Act of 1940 ("the 1940
Act")) of the Portfolio. Because the Portfolio invests all of its assets in the
Vista Portfolio, compliance with these limitations will be based on the Vista
Portfolio's investments.
The Portfolio will not:
1. Invest more than 25% of its total assets (taken at market value at the time
of each investment) in the securities of issuers primarily engaged in the
same industry; utilities will be divided according to their services; for
example, gas, gas transmission, electric and telephone each will be
considered a separate industry for purposes of this restriction; provided
that there shall be no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, or its agencies or instrumentalities, or
of certificates of deposit and bankers' acceptances, and positions in
permissible options and futures will not be subject to this restriction.
2. Alone or together with any other investor make investments for the purpose
of exercising control over, or management of any issuer.
3. Purchase or sell interests in commodities, commodities contracts, or
real estate, (including limited partnership interests but excluding
securities secured by real estate or interests therein), except that the
Portfolio may purchase securities of issuers which invest or deal in any
of the above and may engage in permissible futures and options
transactions, permissible forward purchases or sales of foreign
currencies or securities, and the purchase and sale of mortgage-backed
securities.
4. Make loans, except as provided in limitation (5) below and except
through the purchase of debt instruments (including, without limitation,
bonds, notes, debentures or other obligations and certificates of
deposit, bankers' acceptances and fixed time deposits) in private
placements (the purchase of publicly-traded obligations are not being
considered the making of a loan) and further, through the use of
repurchase agreements or the purchase of short-term obligations.
5. Lend its portfolio securities in excess of 33 1/3% of its total assets,
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
"Securities Loans" in this Statement of Additional Information.
6. Borrow amounts in excess of 33 1/3% of its total assets (including the
amount borrowed), taken at market value at the time of the borrowing, and
then only from banks as a temporary measure for extraordinary or emergency
purposes or by engaging in reverse repurchase transactions; nor may the
Portfolio pledge, mortgage, or hypothecate more than 1/3 of its net assets
to secure such borrowings. In the event the Portfolio borrows in excess of
5% of its total assets, the Portfolio will not purchase additional
investment securities until any borrowings that exceed 5% of the
Portfolio's total assets are repaid.
7. Mortgage, pledge, hypothecate or in any manner transfer, as security for
indebtedness, any securities owned or held by the Portfolio except as may
be necessary in connection with borrowings mentioned in limitation (6)
above, and then such mortgaging, pledging or hypothecating may not exceed
33 1/3% of the Portfolio's total assets, taken at market value at the time
thereof; provided that collateral arrangements with respect to permissible
futures and options transactions, including initial and variation margin
payments, are not considered to be the pledge of assets for purposes of
this restriction.
8. Underwrite securities of other issuers except insofar as the Vista
Portfolio may be deemed an underwriter under the Securities Act of 1933 in
selling portfolio securities.
9. Issue any senior security (as defined in the 1940 Act), except that (a) the
Portfolio may engage in transactions that may result in the issuance of
senior securities to the extent permitted under the Portfolio's investment
policies and applicable regulations and interpretations of the 1940 Act or
an exemptive order; (b) the Portfolio may acquire other securities, the
acquisition of which may result in the issuance of a senior security, to
the extent permitted under the Portfolio's investment policies and
applicable regulations or interpretations of the 1940 Act; and (c) subject
to the restrictions set forth above, the Portfolio may borrow money as
authorized by the 1940 Act. For purposes of this restriction, collateral
arrangements with respect to the Portfolio's permissible options and
futures transactions, including deposits of initial and variation margin,
are not considered to be the issuance of a senior security.
........In the event the Portfolio redeemed its investment in the Vista
Portfolio and GW Capital were to manage the Portfolio's assets directly (or
delegate such management to a sub-adviser), the Portfolio would be subject to
the above-described fundamental investment policies. If the Portfolio redeemed
its investment in the Vista Portfolio and invested in another investment
company, the shareholders of the Portfolio would be asked to approve the
adoption of the investment policies of such investment company to the extent
necessary or appropriate to allow the Portfolio to make such investment.
INVESTMENT POLICIES AND PRACTICES
Except as described below and except as otherwise specifically stated in
the Prospectus or this Statement of Additional Information, the Portfolio's
investment policies set forth in the Prospectus and in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval.
The Portfolio invests all of its assets in the Vista Portfolio. The
Portfolio therefore indirectly bears the investment risk associated with the
investments of the Vista Portfolio. The following pages contain more detailed
information about types of securities in which the Vista Portfolio may invest.
The Chase Manhattan Bank ("Chase") may not buy all of these securities or use
all of these techniques to the full extent permitted unless it believes that
they are consistent with the Vista Portfolio's investment objectives and
policies and that doing so will help the Vista Portfolio achieve its objectives.
The Vista Portfolio may invest in all these securities or use all of these
techniques.
Bank Obligations. Investments in bank obligations are limited to those of U.S.
banks (including their foreign branches) which have total assets at the time of
purchase in excess of $1 billion and the deposits of which are insured by either
the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal
Deposit Insurance Corporation, and foreign banks (including their U.S. branches)
having total assets in excess of $10 billion (or the equivalent in other
currencies), and such other U.S. and foreign commercial banks which are judged
by the advisers to meet comparable credit standing criteria.
Bank obligations include negotiable certificates of deposit, bankers'
acceptances, fixed time deposits and deposit notes. A certificate of deposit is
a short-term negotiable certificate issued by a commercial bank against funds
deposited in the bank and is either interest-bearing or purchased on a discount
basis. A bankers' acceptance is a short-term draft drawn on a commercial bank by
a borrower, usually in connection with an international commercial transaction.
The borrower is liable for payment as is the bank, which unconditionally
guarantees to pay the draft at its face amount on the maturity date. Fixed time
deposits are obligations of branches of United States banks or foreign banks
which are payable at a stated maturity date and bear a fixed rate of interest.
Although fixed time deposits do not have a market, there are no contractual
restrictions on the right to transfer a beneficial interest in the deposit to a
third party. Fixed time deposits subject to withdrawal penalties and with
respect to which the Vista Portfolio cannot realize the proceeds thereon within
seven days are deemed "illiquid" for the purposes of its restriction on
investments in illiquid securities. Deposit notes are notes issued by commercial
banks which generally bear fixed rates of interest and typically have original
maturities ranging from eighteen months to five years.
The dependence on the banking industry may involve certain credit risks,
such as defaults or downgrades, if at some future date adverse economic
conditions prevail in such industry. Banks are subject to extensive governmental
regulations that may limit both the amounts and types of loans and other
financial commitments that may be made and the interest rates and fees that may
be charged. The profitability of this industry is largely dependent upon the
availability and cost of capital funds for the purpose of financing lending
operations under prevailing money market conditions. Also, general economic
conditions play an important part in the operations of this industry and
exposure to credit losses arising from possible financial difficulties of
borrowers might affect a bank's ability to meet its obligations. Bank
obligations may be general obligations of the parent bank or may be limited to
the issuing branch by the terms of the specific obligations or by government
regulation. Investors should also be aware that securities of foreign banks and
foreign branches of United States banks may involve foreign investment risks in
addition to those relating to domestic bank obligations.
These investment risks may involve, among other considerations, risks
relating to future political and economic developments, more limited liquidity
of foreign obligations than comparable domestic obligations, the possible
imposition of withholding taxes on interest income, the possible seizure or
nationalization of foreign assets and the possible establishment of exchange
controls or other restrictions. There may be less publicly available information
concerning foreign issuers, there may be difficulties in obtaining or enforcing
a judgment against a foreign issuer (including branches) and accounting,
auditing and financial reporting standards and practices may differ from those
applicable to U.S. issuers. In addition, foreign banks are not subject to
regulations comparable to U.S. banking regulations.
Borrowings. The Vista Portfolio may borrow money from banks for temporary or
short-term purposes but not to buy additional securities, which is known as
"leveraging."
Commercial Paper. Commercial paper consists of short-term (usually from 1 to 270
days) unsecured promissory notes issued by corporations in order to finance
their current operations. A variable amount master demand note (which is a type
of commercial paper) represents a direct borrowing arrangement involving
periodically fluctuating rates of interest under a letter agreement between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts.
Corporate Reorganizations. In general, securities that are the subject of a
tender or exchange offer or proposal sell at a premium to their historic market
price immediately prior to the announcement of the offer or proposal. The
increased market price of these securities may also discount what the stated or
appraised value of the security would be if the contemplated action were
approved or consummated. These investments may be advantageous when the discount
significantly overstates the risk of the contingencies involved; significantly
undervalues the securities, assets or cash to be received by shareholders of the
prospective portfolio company as a result of the contemplated transaction; or
fails adequately to recognize the possibility that the offer or proposal may be
replaced or superseded by an offer or proposal of greater value. The evaluation
of these contingencies requires unusually broad knowledge and experience on the
part of the advisers that must appraise not only the value of the issuer and its
component businesses as well as the assets or securities to be received as a
result of the contemplated transaction, but also the financial resources and
business motivation of the offeror as well as the dynamics of the business
climate when the offer or proposal is in progress. Investments in reorganization
securities may tend to increase the turnover ratio of a fund and increase its
brokerage and other transaction expenses.
Convertible Securities. The Vista Portfolio may invest in convertible
securities, which are securities generally offering fixed interest or dividend
yields that may be converted either at a stated price or stated rate to common
or preferred stock.
Depositary Receipts. The Vista Portfolio may invest its assets in securities of
multi-national companies in the form of American Depositary Receipts or other
similar securities representing securities of foreign issuers, such as European
Depositary Receipts, Global Depositary Receipts and other similar securities
representing securities of foreign issuers (collectively, "Depositary
Receipts"). The Vista Portfolio treats Depositary Receipts as interests in the
underlying securities for purposes of its investment policies.
Foreign Securities. For purposes of the Vista Portfolio's investment policies,
the issuer of a security may be deemed to be located in a particular country if
(i) the principal trading market for the security is in such country, (ii) the
issuer is organized under the laws of such country or (iii) the issuer has at
least 50% of its assets situated in such country.
Forward Commitments. The Vista Portfolio may purchase securities on a forward
commitment basis. In order to invest the Vista Portfolio's assets immediately,
while awaiting delivery of securities purchased on a forward commitment basis,
short-term obligations that offer same-day settlement and earnings will normally
be purchased. When a commitment to purchase a security on a forward commitment
basis is made, procedures are established consistent with the General Statement
of Policy of the Securities and Exchange Commission concerning such purchases.
Since that policy currently recommends that an amount of the Vista Portfolio's
assets equal to the amount of the purchase be held aside or segregated to be
used to pay for the commitment, a separate account of the Vista Portfolio
consisting of cash or liquid securities equal to the amount of the Vista
Portfolio's forward commitments will be established at the Vista Portfolio's
custodian bank. For the purpose of determining the adequacy of the securities in
the account, the deposited securities will be valued at market value. If the
market value of such securities declines, additional cash, cash equivalents or
liquid securities will be placed in the account daily so that the value of the
account will equal the amount of such commitments by the Vista Portfolio.
Although it is not intended that such purchases would be made for
speculative purposes, purchases of securities on a forward commitment basis may
involve more risk than other types of purchases. Securities purchased on a
forward commitment basis and the securities held in the Vista Portfolio's
investment portfolio are subject to changes in value based upon the public's
perception of the issuer and changes, real or anticipated, in the level of
interest rates. Purchasing securities on a forward commitment basis can involve
the risk that the yields available in the market when the delivery takes place
may actually be higher or lower than those obtained in the transaction itself.
On the settlement date of the forward commitment transaction, the Vista
Portfolio will meet its obligations from then available cash flow, sale of
securities held in the separate account, sale of other securities or, although
it would not normally expect to do so, from sale of the forward commitment
securities themselves (which may have a value greater or lesser than the Vista
Portfolio's payment obligations). The sale of securities to meet such
obligations may result in the realization of capital gains or losses.
To the extent the Vista Portfolio engages in forward commitment
transactions, it will do so for the purpose of acquiring securities consistent
with its investment objective and policies and not for the purpose of investment
leverage, and settlement of such transactions will be within 90 days from the
trade date.
Illiquid Securities. For purposes of its limitation on investments in illiquid
securities, the Vista Portfolio may elect to treat as liquid, in accordance with
procedures established by the Board of Trustees, certain investments in
restricted securities for which there may be a secondary market of qualified
institutional buyers as contemplated by Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") and commercial obligations issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the Securities Act ("Section 4(2) paper"). Rule 144A
provides an exemption from the registration requirements of the Securities Act
for the resale of certain restricted securities to qualified institutional
buyers. Section 4(2) paper is restricted as to disposition under the federal
securities laws, and generally is sold to institutional investors such as the
Vista Portfolio who agree that they are purchasing the paper for investment and
not with a view to public distribution. Any resale of Section 4(2) paper by the
purchaser must be in an exempt transaction.
One effect of Rule 144A and Section 4(2) is that certain restricted
securities may now be liquid, though there is no assurance that a liquid market
for Rule 144A securities or Section 4(2) paper will develop or be maintained.
The Trustees of the Vista Portfolio have adopted policies and procedures for the
purpose of determining whether securities that are eligible for resale under
Rule 144A and Section 4(2) paper are liquid or illiquid for purposes of the
limitation on investment in illiquid securities. Pursuant to those policies and
procedures, the Trustees have delegated to the advisers the determination as to
whether a particular instrument is liquid or illiquid, requiring that
consideration be given to, among other things, the frequency of trades and
quotes for the security, the number of dealers willing to sell the security and
the number of potential purchasers, dealer undertakings to make a market in the
security, the nature of the security and the time needed to dispose of the
security. The Trustees will periodically review the Vista Portfolio's purchases
and sales of Rule 144A securities and Section 4(2) paper.
Investment Grade Debt Securities. The Vista Portfolio may invest in investment
grade debt securities. Investment grade debt securities are securities rated in
the category BBB or higher by Standard & Poor's Corporation ("S&P"), or Baa or
higher by Moody's Investors Service, Inc. ("Moody's") or the equivalent by
another national rating organization, or, if unrated, determined by the advisers
to be of comparable quality.
Money Market Instruments. The Vista Portfolio may invest in cash or
high-quality, short-term money market instruments. These may include U.S.
Government securities, commercial paper of domestic and foreign issuers and
obligations of domestic and foreign banks. Investments in foreign money market
instruments may involve certain risks associated with foreign investment.
Other Investment Companies. Apart from the Portfolio investing all its assets in
the Vista Portfolio, the Vista Portfolio may invest up to 10% of its total
assets in shares of other investment companies when consistent with its
investment objective and policies, subject to applicable regulatory limitations.
Other investment companies may charge additional fees.
Real Estate Investment Trusts. The Vista Portfolio may invest in shares of real
estate investment trusts ("REITs"), which are pooled investment vehicles which
invest primarily in income-producing real estate or real estate related loans or
interests. REITs are generally classified as equity REITs or mortgage REITs.
Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages and
derive income from the collection of interest payments. The value of equity
trusts will depend upon the value of the underlying properties, and the value of
mortgage trusts will be sensitive to the value of the underlying loans or
interests.
Repurchase Agreements. The Vista Portfolio will enter into repurchase agreements
only with member banks of the Federal Reserve System and securities dealers
believed creditworthy, and only if fully collateralized by securities in which
the Vista Portfolio is permitted to invest. Under the terms of a typical
repurchase agreement, the Vista Portfolio would acquire an underlying instrument
for a relatively short period (usually not more than one week) subject to an
obligation of the seller to repurchase the instrument and the Vista Portfolio to
resell the instrument at a fixed price and time, thereby determining the yield
during the Vista Portfolio's holding period. This procedure results in a fixed
rate of return insulated from market fluctuations during such period. A
repurchase agreement is subject to the risk that the seller may fail to
repurchase the security. Repurchase agreements are considered under the 1940 Act
to be loans collateralized by the underlying securities. All repurchase
agreements entered into by the Vista Portfolio will be fully collateralized at
all times during the period of the agreement in that the value of the underlying
security will be at least equal to 100% of the amount of the loan, including the
accrued interest thereon, and the Vista Portfolio or its custodian or
sub-custodian will have possession of the collateral, which the Board of
Trustees believes will give it a valid, perfected security interest in the
collateral. Whether a repurchase agreement is the purchase and sale of a
security or a collateralized loan has not been conclusively established. This
might become an issue in the event of the bankruptcy of the other party to the
transaction. In the event of default by the seller under a repurchase agreement
construed to be a collateralized loan, the underlying securities would not be
owned by the Vista Portfolio, but would only constitute collateral for the
seller's obligation to pay the repurchase price. Therefore, the Vista Portfolio
may suffer time delays and incur costs in connection with the disposition of the
collateral. The Board of Trustees believes that the collateral underlying
repurchase agreements may be more susceptible to claims of the seller's
creditors than would be the case with securities owned by the Vista Portfolio.
Repurchase agreements maturing in more than seven days are treated as illiquid
for purposes of the Vista Portfolio's restrictions on purchases of illiquid
securities. Repurchase agreements are also subject to the risks described below
with respect to stand-by commitments.
Reverse Repurchase Agreements. Reverse repurchase agreements involve the sale of
securities held by the Vista Portfolio with an agreement to repurchase the
securities at an agreed upon price and date. The Vista Portfolio may use this
practice to generate cash for shareholder redemptions without selling securities
during unfavorable market conditions. Whenever the Vista Portfolio enters into a
reverse repurchase agreement, it will establish a segregated account in which it
will maintain liquid assets on a daily basis in an amount at least equal to the
repurchase price (including accrued interest). The Vista Portfolio would be
required to pay interest on amounts obtained through reverse repurchase
agreements, which are considered borrowings under federal securities laws. The
repurchase price is generally equal to the original sales price plus interest.
Reverse repurchase agreements are usually for seven days or less and cannot be
repaid prior to their expiration dates. Reverse repurchase agreements involve
the risk that the market value of the portfolio securities transferred may
decline below the price at which the Vista Portfolio is obliged to purchase the
securities.
Securities Loans. To the extent specified in its Prospectus, the Vista Portfolio
is permitted to lend its securities to broker-dealers and other institutional
investors in order to generate additional income. Such loans of portfolio
securities may not exceed 30% of the value of the Vista Portfolio's total
assets. In connection with such loans, the Vista Portfolio will receive
collateral consisting of cash, cash equivalents, U.S. Government securities or
irrevocable letters of credit issued by financial institutions. Such collateral
will be maintained at all times in an amount equal to at least 100% of the
current market value plus accrued interest of the securities loaned. The Vista
Portfolio may increase its income through the investment of cash collateral. The
Vista Portfolio continues to be entitled to the interest payable or any
dividend-equivalent payments received on a loaned security and, in addition, to
receive interest on the amount of the loan. However, the receipt of any
dividend-equivalent payments by the Vista Portfolio on a loaned security from
the borrower will not qualify for the dividends-received deduction. Such loans
will be terminable at any time upon specified notice. The Vista Portfolio might
experience risk of loss if the institutions with which it has engaged in
portfolio loan transactions breach their agreements with the Vista Portfolio.
The risks in lending portfolio securities, as with other extensions of secured
credit, consist of possible delays in receiving additional collateral or in the
recovery of the securities or possible loss of rights in the collateral should
the borrower experience financial difficulty. Loans will be made only to firms
deemed by the advisers to be of good standing and will not be made unless, in
the judgment of the advisers, the consideration to be earned from such loans
justifies the risk.
Stand-By Commitments. In a put transaction, the Vista Portfolio acquires the
right to sell a security at an agreed upon price within a specified period prior
to its maturity date, and a stand-by commitment entitles the Vista Portfolio to
same-day settlement and to receive an exercise price equal to the amortized cost
of the underlying security plus accrued interest, if any, at the time of
exercise. Stand-by commitments are subject to certain risks, which include the
inability of the issuer of the commitment to pay for the securities at the time
the commitment is exercised, the fact that the commitment is not marketable by
the Vista Portfolio, and that the maturity of the underlying security will
generally be different from that of the commitment. A put transaction will
increase the cost of the underlying security and consequently reduce the
available yield.
Stripped Obligations. The Vista Portfolio may invest in stripped obligations.
The principal and interest components of United States Treasury bonds with
remaining maturities of longer than ten years are eligible to be traded
independently under the Separate Trading of Registered Interest and Principal of
Securities ("STRIPS") program. Under the STRIPS program, the principal and
interest components are separately issued by the United States Treasury at the
request of depository financial institutions, which then trade the component
parts separately. The interest component of STRIPS may be more volatile than
that of United States Treasury bills with comparable maturities. The risk is
greater when the period to maturity is longer. The Vista Portfolio may invest up
to 20% of its total assets in stripped obligations only where the underlying
obligations are backed by the full faith and credit of the U.S. Government.
Supranational Obligations. Supranational organizations include organizations
such as The World Bank, which was chartered to finance development projects in
developing member countries; the European Community, which is a twelve-nation
organization engaged in cooperative economic activities; the European Coal and
Steel Community, which is an economic union of various European nations steel
and coal industries; and the Asian Development Bank, which is an international
development bank established to lend funds, promote investment and provide
technical assistance to member nations of the Asian and Pacific regions.
Obligations of supranational agencies are supported by subscribed, but unpaid,
commitments of member countries. There is no assurance that these commitments
will be undertaken or complied with in the future, and foreign and supranational
securities are subject to certain risks associated with foreign investing.
U.S. Government Securities. U.S. Government Securities include (1) U.S. Treasury
obligations, which generally differ only in their interest rates, maturities and
times of issuance, including: U.S. Treasury bills (maturities of one year or
less), U.S. Treasury notes (maturities of one to ten years) and U.S. Treasury
bonds (generally maturities of greater than ten years); and (2) obligations
issued or guaranteed by U.S. Government agencies and instrumentalities which are
supported by any of the following: (a) the full faith and credit of the U.S.
Treasury, (b) the right of the issuer to borrow any amount listed to a specific
line of credit from the U.S. Treasury, (c) discretionary authority of the U.S.
Government to purchase certain obligations of the U.S. Government agency or
instrumentality or (d) the credit of the agency or instrumentality. Agencies and
instrumentalities of the U.S. Government include but are not limited to: Federal
Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal
Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal National Mortgage Association, Student
Loan Marketing Association, United States Postal Service, Chrysler Corporate
Loan Guarantee Board, Small Business Administration, Tennessee Valley Authority
and any other enterprise established or sponsored by the U.S. Government.
Certain U.S. Government Securities, including U.S. Treasury bills, notes and
bonds, Government National Mortgage Association certificates and Federal Housing
Administration debentures, are supported by the full faith and credit of the
United States. Other U.S. Government Securities are issued or guaranteed by
federal agencies or government sponsored enterprises and are not supported by
the full faith and credit of the United States. These securities include
obligations that are supported by the right of the issuer to borrow from the
U.S. Treasury, such as obligations of the Federal Home Loan Banks, and
obligations that are supported by the creditworthiness of the particular
instrumentality, such as obligations of the Federal National Mortgage
Association or Federal Home Loan Mortgage Corporation. For a description of
certain obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, see Appendix B.
In addition, certain U.S. Government agencies and instrumentalities
issue specialized types of securities, such as guaranteed notes of the Small
Business Administration, Federal Aviation Administration, Department of Defense,
Bureau of Indian Affairs and Private Export Funding Corporation, which often
provide higher yields than are available from the more common types of
government-backed instruments. However, such specialized instruments may only be
available from a few sources, in limited amounts, or only in very large
denominations; they may also require specialized capability in portfolio
servicing and in legal matters related to government guarantees. While they may
frequently offer attractive yields, the limited-activity markets of many of
these securities means that, if the Vista Portfolio were required to liquidate
any of them, it might not be able to do so advantageously; accordingly, the
Vista Portfolio normally holds such securities to maturity or pursuant to
repurchase agreements, and would treat such securities (including repurchase
agreements maturing in more than seven days) as illiquid for purposes of its
limitation on investment in illiquid securities.
Warrants and Rights. Warrants basically are options to purchase equity
securities at a specified price for a specific period of time. Their prices do
not necessarily move parallel to the prices of the underlying securities. Rights
are similar to warrants but normally have a shorter duration and are distributed
directly by the issuer to shareholders. Rights and warrants have no voting
rights, receive no dividends and have no rights with respect to the assets of
the issuer.
Additional Policies: Derivative and Related Transactions
Introduction. As explained more fully below, the Vista Portfolio may
employ derivative and related instruments as tools in the management of
portfolio assets. Put briefly, a "derivative" instrument may be considered a
security or other instrument which derives its value from the value or
performance of other instruments or assets, interest or currency exchange rates,
or indexes. For instance, derivatives include futures, options, forward
contracts, structured notes and various over-the-counter instruments.
Like other investment tools or techniques, the impact of using
derivatives strategies or similar instruments depends to a great extent on how
they are used. Derivatives are generally used by portfolio managers in three
ways: first, to reduce risk by hedging (offsetting) an investment position;
second, to substitute for another security particularly where it is quicker,
easier and less expensive to invest in derivatives; and lastly, to speculate or
enhance portfolio performance. Derivatives can offer several benefits, including
easier and more effective hedging, lower transaction costs, quicker investment
and more profitable use of portfolio assets. However, derivatives also have the
potential to significantly magnify risks, thereby leading to potentially greater
losses for the Vista Portfolio.
The Vista Portfolio may invest its assets in derivative and related
instruments subject only to the Vista Portfolio's investment objective and
policies and the requirement that the Vista Portfolio maintain segregated
accounts consisting of cash or other liquid assets (or, as permitted by
applicable regulation, enter into certain offsetting positions) to cover its
obligations under such instruments with respect to positions where there is no
underlying portfolio asset so as to avoid leveraging the Vista Portfolio.
The value of some derivative or similar instruments in which the Vista
Portfolio may invest may be particularly sensitive to changes in prevailing
interest rates or other economic factors, and--like other investments of the
Vista Portfolio--the ability of the Vista Portfolio to successfully utilize
these instruments may depend in part upon the ability of the advisers to
forecast interest rates and other economic factors correctly. If the Vista
Portfolio's advisers inaccurately forecast such factors and take positions in
derivative or similar instruments contrary to prevailing market trends, the
Vista Portfolio could be exposed to the risk of a loss. The Vista Portfolio
might not employ any or all of the strategies described herein, and no assurance
can be given that any strategy used will succeed.
Set forth below is an explanation of the various derivatives strategies
and related instruments the Vista Portfolio may employ along with risks or
special attributes associated with them. This discussion is intended to
supplement the Vista Portfolio's current prospectus as well as provide useful
information to prospective investors.
Risk Factors. As explained more fully below and in the discussions of particular
strategies or instruments, there are a number of risks associated with the use
of derivatives and related instruments and no assurance can be given that any
strategy will succeed. The value of certain derivatives or related instruments
in which the Vista Portfolio may invest may be particularly sensitive to changes
in prevailing economic conditions and market value. The ability of the Vista
Portfolio to successfully utilize these instruments may depend in part upon the
ability of its advisers to forecast these factors correctly. Inaccurate
forecasts could expose the Vista Portfolio to a risk of loss. There can be no
guarantee that there will be a correlation between price movements in a hedging
vehicle and in the portfolio assets being hedged. An incorrect correlation could
result in a loss on both the hedged assets in the Vista Portfolio and the
hedging vehicle so that the portfolio return might have been greater had hedging
not been attempted. This risk is particularly acute in the case of
"cross-hedges" between currencies. The Vista Portfolio's advisers may
inaccurately forecast interest rates, market values or other economic factors in
utilizing a derivatives strategy. In such a case, the Vista Portfolio may have
been in a better position had it not entered into such strategy. Hedging
strategies, while reducing risk of loss, can also reduce the opportunity for
gain. In other words, hedging usually limits both potential losses as well as
potential gains. The Vista Portfolio is not required to use a hedging strategy
and strategies not involving hedging invoke leverage and may increase the risk
to the Vista Portfolio. Certain strategies, such as yield enhancement, can have
speculative characteristics and may result in more risk to the Vista Portfolio
than hedging strategies using the same instruments. There can be no assurance
that a liquid market will exist at a time when the Vista Portfolio seeks to
close out an option, futures contract or other derivative or related position.
Many exchanges and boards of trade limit the amount of fluctuation permitted in
option or futures contract prices during a single day; once the daily limit has
been reached on a particular contract, no trades may be made that day at a price
beyond that limit. In addition, certain instruments are relatively new and
without a significant trading history. As a result, there is no assurance that
an active secondary market will develop or continue to exist. Finally,
over-the-counter instruments typically do not have a liquid market. Lack of a
liquid market for any reason may prevent the Vista Portfolio from liquidating an
unfavorable position. Activities of large traders in the futures and securities
markets involving arbitrage, "program trading," and other investment strategies
may cause price distortions in these markets. In certain instances, particularly
those involving over-the-counter transactions, forward contracts there is a
greater potential that a counterparty or broker may default or be unable to
perform on its commitments. In the event of such a default, the Vista Portfolio
may experience a loss. In transactions involving currencies, the value of the
currency underlying an instrument may fluctuate due to many factors, including
economic conditions, interest rates, governmental policies and market forces.
<PAGE>
Specific Uses and Strategies. Set forth below are explanations of
various strategies involving derivatives and related instruments which may be
used by the Vista Portfolio.
Options on Securities, Securities Indexes and Debt Instruments. The Vista
Portfolio may purchase, sell or exercise call and put options on (i) securities,
(ii) securities indexes, and (iii) debt instruments. Specifically, the Vista
Portfolio may (i) purchase, write and exercise call and put options on
securities and securities indexes (including using options in combination with
securities, other options or derivative instruments) and (ii) enter into swaps,
futures contracts and options on futures contracts. The Vista Portfolio may also
(i) employ forward currency contracts and (ii) purchase and sell structured
products, which are instruments designed to restructure or reflect the
characteristics of certain other investments.
Although in most cases these options will be exchange-traded, the Vista
Portfolio may also purchase, sell or exercise over-the-counter options.
Over-the-counter options differ from exchange-traded options in that they are
two-party contracts with price and other terms negotiated between buyer and
seller. As such, over-the-counter options generally have much less market
liquidity and carry the risk of default or nonperformance by the other party.
One purpose of purchasing put options is to protect holdings in an
underlying or related security against a substantial decline in market value.
One purpose of purchasing call options is to protect against substantial
increases in prices of securities the Vista Portfolio intends to purchase
pending its ability to invest in such securities in an orderly manner. The Vista
Portfolio may also use combinations of options to minimize costs, gain exposure
to markets or take advantage of price disparities or market movements. For
example, the Vista Portfolio may sell put or call options it has previously
purchased or purchase put or call options it has previously sold. These
transactions may result in a net gain or loss depending on whether the amount
realized on the sale is more or less than the premium and other transaction
costs paid on the put or call option which is sold. The Vista Portfolio may
write a call or put option in order to earn the related premium from such
transactions. Prior to exercise or expiration, an option may be closed out by an
offsetting purchase or sale of a similar option. The Vista Portfolio will not
write uncovered options.
In addition to the general risk factors noted above, the purchase and
writing of options involve certain special risks. During the option period, the
Vista Portfolio writing a covered call (i.e., where the underlying securities
are held by the Vista Portfolio) has, in return for the premium on the option,
given up the opportunity to profit from a price increase in the underlying
securities above the exercise price, but has retained the risk of loss should
the price of the underlying securities decline. The writer of an option has no
control over the time when it may be required to fulfill its obligation as a
writer of the option. Once an option writer has received an exercise notice, it
cannot effect a closing purchase transaction in order to terminate its
obligation under the option and must deliver the underlying securities at the
exercise price.
If a put or call option purchased by the Vista Portfolio is not sold
when it has remaining value, and if the market price of the underlying security,
in the case of a put, remains equal to or greater than the exercise price or, in
the case of a call, remains less than or equal to the exercise price, the Vista
Portfolio will lose its entire investment in the option. Also, where a put or
call option on a particular security is purchased to hedge against price
movements in a related security, the price of the put or call option may move
more or less than the price of the related security. There can be no assurance
that a liquid market will exist when the Vista Portfolio seeks to close out an
option position. Furthermore, if trading restrictions or suspensions are imposed
on the options markets, the Vista Portfolio may be unable to close out a
position.
Futures Contracts and Options on Futures Contracts. The Vista Portfolio may
purchase or sell (i) interest-rate futures contracts, (ii) futures contracts on
specified instruments or indices, and (iii) options on these futures contracts
("futures options").
The futures contracts and futures options may be based on various
instruments or indices in which the Funds and Portfolios may invest such as
foreign currencies, certificates of deposit, Eurodollar time deposits,
securities indices, economic indices (such as the Consumer Price Indices
compiled by the U.S. Department of Labor).
Futures contracts and futures options may be used to hedge portfolio
positions and transactions as well as to gain exposure to markets. For example,
the Vista Portfolio may sell a futures contract--or buy a futures option--to
protect against a decline in value, or reduce the duration, of portfolio
holdings. Likewise, these instruments may be used where the Vista Portfolio
intends to acquire an instrument or enter into a position. For example, the
Vista Portfolio may purchase a futures contract--or buy a futures option--to
gain immediate exposure in a market or otherwise offset increases in the
purchase price of securities or currencies to be acquired in the future. Futures
options may also be written to earn the related premiums.
When writing or purchasing options, the Vista Portfolio may
simultaneously enter into other transactions involving futures contracts or
futures options in order to minimize costs, gain exposure to markets, or take
advantage of price disparities or market movements. Such strategies may entail
additional risks in certain instances. The Vista Portfolio may engage in
cross-hedging by purchasing or selling futures or options on a security or
currency different from the security or currency position being hedged to take
advantage of relationships between the two securities or currencies.
Investments in futures contracts and options thereon involve risks
similar to those associated with options transactions discussed above. The Vista
Portfolio will only enter into futures contracts or options on futures contracts
which are traded on a U.S. or foreign exchange or board of trade, or similar
entity, or quoted on an automated quotation system.
Forward Contracts. The Vista Portfolio may use foreign currency and
interest-rate forward contracts for various purposes as described below.
Foreign currency exchange rates may fluctuate significantly over short
periods of time. They generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest rates and other
complex factors, as seen from an international perspective. The Vista Portfolio
that may invest in securities denominated in foreign currencies may, in addition
to buying and selling foreign currency futures contracts and options on foreign
currencies and foreign currency futures, enter into forward foreign currency
exchange contracts to reduce the risks or otherwise take a position in
anticipation of changes in foreign exchange rates. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific currency
at a future date, which may be a 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.
By entering into a forward foreign currency contract, the Vista Portfolio "locks
in" the exchange rate between the currency it will deliver and the currency it
will receive for the duration of the contract. As a result, the Vista Portfolio
reduces its exposure to changes in the value of the currency it will deliver and
increases its exposure to changes in the value of the currency it will exchange
into. The effect on the value of the Vista Portfolio is similar to selling
securities denominated in one currency and purchasing securities denominated in
another. Transactions that use two foreign currencies are sometimes referred to
as "cross-hedges."
The Vista Portfolio may enter into these contracts for the purpose of
hedging against foreign exchange risk arising from the Vista Portfolio's
investments or anticipated investments in securities denominated in foreign
currencies. The Vista Portfolio may also enter into these contracts for purposes
of increasing exposure to a foreign currency or to shift exposure to foreign
currency fluctuations from one country to another.
The Vista Portfolio may also use forward contracts to hedge against
changes in interest rates, increase exposure to a market or otherwise take
advantage of such changes. An interest-rate forward contract involves the
obligation to purchase or sell a specific debt instrument at a fixed price at a
future date.
<PAGE>
Interest Rate and Currency Transactions. The Vista Portfolio may employ currency
and interest rate management techniques, including transactions in options
(including yield curve options), futures, options on futures, forward foreign
currency exchange contracts, currency options and futures and currency and
interest rate swaps. The aggregate amount of the Vista Portfolio's net currency
exposure will not exceed the total net asset value of its portfolio. However, to
the extent that the Vista Portfolio is fully invested while also maintaining
currency positions, it may be exposed to greater combined risk.
The Vista Portfolio will only enter into interest rate and currency
swaps on a net basis, i.e., the two payment streams are netted out, with the
Vista Portfolio receiving or paying, as the case may be, only the net amount of
the two payments. Interest rate and currency swaps do not involve the delivery
of securities, the underlying currency, other underlying assets or principal.
Accordingly, the risk of loss with respect to interest rate and currency swaps
is limited to the net amount of interest or currency payments that the Vista
Portfolio is contractually obligated to make. If the other party to an interest
rate or currency swap defaults, the Vista Portfolio's risk of loss consists of
the net amount of interest or currency payments that the Vista Portfolio is
contractually entitled to receive. Since interest rate and currency swaps are
individually negotiated, the Vista Portfolio expects to achieve an acceptable
degree of correlation between its portfolio investments and their interest rate
or currency swap positions.
The Vista Portfolio may hold foreign currency received in connection
with investments in foreign securities when it would be beneficial to convert
such currency into U.S. dollars at a later date, based on anticipated changes in
the relevant exchange rate.
The Vista Portfolio may purchase or sell without limitation as to a
percentage of its assets forward foreign currency exchange contracts when the
Vista Portfolio's advisers anticipate that the foreign currency will appreciate
or depreciate in value, but securities denominated in that currency do not
present attractive investment opportunities and are not held by the Vista
Portfolio. In addition, the Vista Portfolio may enter into forward foreign
currency exchange contracts in order to protect against adverse changes in
future foreign currency exchange rates. The Vista Portfolio may engage in
cross-hedging by using forward contracts in one currency to hedge against
fluctuations in the value of securities denominated in a different currency if
its advisers believe that there is a pattern of correlation between the two
currencies. Forward contracts may reduce the potential gain from a positive
change in the relationship between the U.S. Dollar and foreign currencies.
Unanticipated changes in currency prices may result in poorer overall
performance for the Vista Portfolio than if it had not entered into such
contracts. The use of foreign currency forward contracts will not eliminate
fluctuations in the underlying U.S. dollar equivalent value of the prices of or
rates of return on the Vista Portfolio's foreign currency denominated portfolio
securities and the use of such techniques will subject the Vista Portfolio to
certain risks.
The matching of the increase in value of a forward contract and the
decline in the U.S. dollar equivalent value of the foreign currency denominated
asset that is the subject of the hedge generally will not be precise. In
addition, the Vista Portfolio may not always be able to enter into foreign
currency forward contracts at attractive prices, and this will limit the Vista
Portfolio's ability to use such contract to hedge or cross-hedge its assets.
Also, with regard to the Vista Portfolio's use of cross-hedges, there can be no
assurance that historical correlations between the movement of certain foreign
currencies relative to the U.S. dollar will continue. Thus, at any time poor
correlation may exist between movements in the exchange rates of the foreign
currencies underlying the Vista Portfolio's cross-hedges and the movements in
the exchange rates of the foreign currencies in which the Vista Portfolio's
assets that are the subject of such cross-hedges are denominated.
The Vista Portfolio may enter into interest rate and currency swaps to
the maximum allowed limits under applicable law. The Vista Portfolio will
typically use interest rate swaps to shorten the effective duration of its
portfolio. Interest rate swaps involve the exchange by the Vista Portfolio with
another party of their respective commitments to pay or receive interest, such
as an exchange of fixed rate payments for floating rate payments. Currency swaps
involve the exchange of their respective rights to make or receive payments in
specified currencies.
Mortgage-Related Securities. The Vista Portfolio may purchase mortgage-backed
securities-- i.e., securities representing an ownership interest in a pool of
mortgage loans issued by lenders such as mortgage bankers, commercial banks and
savings and loan associations. Mortgage loans included in the pool--but not the
security itself--may be insured by the Government National Mortgage Association
or the Federal Housing Administration or guaranteed by the Federal National
Mortgage Association, the Federal Home Loan Mortgage Corporation or the Veterans
Administration, which guarantees are supported only by the discretionary
authority of the U.S. Government to purchase the agency's obligations.
Mortgage-backed securities provide investors with payments consisting of both
interest and principal as the mortgages in the underlying mortgage pools are
paid off. Although providing the potential for enhanced returns, mortgage-backed
securities can also be volatile and result in unanticipated losses.
The average life of a mortgage-backed security is likely to be
substantially less than the original maturity of the mortgage pools underlying
the securities. Prepayments of principal by mortgagors and mortgage foreclosures
will usually result in the return of the greater part of the principal invested
far in advance of the maturity of the mortgages in the pool. The actual rate of
return of a mortgage-backed security may be adversely affected by the prepayment
of mortgages included in the mortgage pool underlying the security. In addition,
as with callable fixed-income securities generally, if the Vista Portfolio
purchased the securities at a premium, sustained early repayment would limit the
value of the premium.
The Vista Portfolio may also invest in securities representing interests
in collateralized mortgage obligations ("CMOs"), real estate mortgage investment
conduits ("REMICs") and in pools of certain other asset-backed bonds and
mortgage pass-through securities. Like a bond, interest and prepaid principal
are paid, in most cases, monthly. CMOs may be collateralized by whole
residential or commercial mortgage loans but are more typically collateralized
by portfolios of mortgage pass-through securities guaranteed by the U.S.
Government, or U.S. Government-related entities, and their income streams.
CMOs are structured into multiple classes, each bearing a different
expected average life and/or stated maturity. Actual maturity and average life
will depend upon the prepayment experience of the collateral. Monthly payment of
principal received from the pool of underlying mortgages, including prepayments,
are allocated to different classes in accordance with the terms of the
instruments, and changes in prepayment rates or assumptions may significantly
affect the expected average life and value of a particular class.
REMICs include governmental and/or private entities that issue a fixed
pool of mortgages secured by an interest in real property. REMICs are similar to
CMOs in that they issue multiple classes of securities. REMICs issued by private
entities are not U.S. Government securities and are not directly guaranteed by
any government agency. They are secured by the underlying collateral of the
private issuer.
The Vista Portfolio's advisers expect that governmental,
government-related or private entities may create mortgage loan pools and other
mortgage-related securities offering mortgage pass-through and
mortgage-collateralized investments in addition to those described above. The
mortgages underlying these securities may include alternative mortgage
instruments, that is, mortgage instruments whose principal or interest payments
may vary or whose terms to maturity may differ from customary long-term
fixed-rate mortgages. The Vista Portfolio may also invest in debentures and
other securities of real estate investment trusts. As new types of
mortgage-related securities are developed and offered to investors, the Funds
and Portfolios may consider making investments in such new types of
mortgage-related securities.
Dollar Rolls. Under a mortgage "dollar roll," the Vista Portfolio sells
mortgage-backed securities for delivery in the current month and simultaneously
contracts to repurchase substantially similar (same type, coupon and maturity)
securities on a specified future date. During the roll period, the Vista
Portfolio forgoes principal and interest paid on the mortgage-backed securities.
The Vista Portfolio is compensated by the difference between the current sales
price and the lower forward price for the future purchase (often referred to as
the "drop") as well as by the interest earned on the cash proceeds of the
initial sale. The Vista Portfolio may only enter into covered rolls. A "covered
roll" is a specific type of dollar roll for which there is an offsetting cash
position which matures on or before the forward settlement date of the dollar
roll transaction. At the time the Vista Portfolio enters into a mortgage "dollar
roll", it will establish a segregated account with its custodian bank in which
it will maintain cash or liquid securities equal in value to its obligations in
respect of dollar rolls, and accordingly, such dollar rolls will not be
considered borrowings. Mortgage dollar rolls involve the risk that the market
value of the securities the Vista Portfolio is obligated to repurchase under the
agreement may decline below the repurchase price. Also, these transactions
involve some risk to the Vista Portfolio if the other party should default on
its obligation and the Vista Portfolio is delayed or prevented from completing
the transaction. In the event the buyer of securities under a mortgage dollar
roll files for bankruptcy or becomes insolvent, the Vista Portfolio's use of
proceeds of the dollar roll may be restricted pending a determination by the
other party, or its trustee or receiver, whether to enforce the Vista
Portfolio's obligation to repurchase the securities.
Asset-Backed Securities. The Vista Portfolio may invest in asset-backed
securities which represent a participation in, or are secured by and payable
from, a stream of payments generated by particular assets, most often a pool of
assets similar to one another, such as motor vehicle receivables or credit card
receivables. These securities also include conditional sales contracts,
equipment lease certificates and equipment trust certificates. The advisers
expect that other asset-backed securities (unrelated to mortgage loans) will be
offered to investors in the future. Several types of asset-backed securities
already exist, including, for example, "Certificates for Automobile
ReceivablesSM" or "CARSSM" ("CARS"). CARS represent undivided fractional
interests in a trust whose assets consist of a pool of motor vehicle retail
installment sales contracts and security interests in the vehicles securing the
contracts. Payments of principal and interest on CARS are passed-through monthly
to certificate holders, and are guaranteed up to certain amounts and for a
certain time period by a letter of credit issued by a financial institution
unaffiliated with the trustee or originator of the CARS trust. An investor's
return on CARS may be affected by early prepayment of principal on the
underlying vehicle sales contracts. If the letter of credit is exhausted, the
CARS trust may be prevented from realizing the full amount due on a sales
contract because of state law requirements and restrictions relating to
foreclosure sales of vehicles and the obtaining of deficiency judgments
following such sales or because of depreciation, damage or loss of a vehicle,
the application of federal and state bankruptcy and insolvency laws, the failure
of servicers to take appropriate steps to perfect the CARS trust's rights in the
underlying loans and the servicer's sale of such loans to bona fide purchasers,
giving rise to interests in such loans superior to those of the CARS trust, or
other factors. As a result, certificate holders may experience delays in
payments or losses if the letter of credit is exhausted. The Vista Portfolio
also may invest in other types of asset-backed securities. In the selection of
other asset-backed securities, the advisers will attempt to assess the liquidity
of the security giving consideration to the nature of the security, the
frequency of trading in the security, the number of dealers making a market in
the security and the overall nature of the marketplace for the security.
Structured Products. The Vista Portfolio may invest in interests in entities
organized and operated solely for the purpose of restructuring the investment
characteristics of certain other investments. This type of restructuring
involves the deposit with or purchase by an entity, such as a corporation or
trust, or specified instruments (such as commercial bank loans) and the issuance
by that entity of one or more classes of securities ("structured products")
backed by, or representing interests in, the underlying instruments. The cash
flow on the underlying instruments may be apportioned among the newly issued
structured products to create securities with different investment
characteristics such as varying maturities, payment priorities and interest rate
provisions, and the extent of the payments made with respect to structured
products is dependent on the extent of the cash flow on the underlying
instruments. The Vista Portfolio may invest in structured products which
represent derived investment positions based on relationships among different
markets or asset classes.
The Vista Portfolio may also invest in other types of structured
products, including, among others, inverse floaters, spread trades and notes
linked by a formula to the price of an underlying instrument. Inverse floaters
have coupon rates that vary inversely at a multiple of a designated floating
rate (which typically is determined by reference to an index rate, but may also
be determined through a dutch auction or a remarketing agent or by reference to
another security) (the "reference rate"). As an example, inverse floaters may
constitute a class of CMOs with a coupon rate that moves inversely to a
designated index, such as LIBOR (London Interbank Offered Rate) or the Cost of
Funds Index. Any rise in the reference rate of an inverse floater (as a
consequence of an increase in interest rates) causes a drop in the coupon rate
while any drop in the reference rate of an inverse floater causes an increase in
the coupon rate. A spread trade is an investment position relating to a
difference in the prices or interest rates of two securities where the value of
the investment position is determined by movements in the difference between the
prices or interest rates, as the case may be, of the respective securities. When
the Vista Portfolio invests in notes linked to the price of an underlying
instrument, the price of the underlying security is determined by a multiple
(based on a formula) of the price of such underlying security. A structured
product may be considered to be leveraged to the extent its interest rate varies
by a magnitude that exceeds the magnitude of the change in the index rate of
interest. Because they are linked to their underlying markets or securities,
investments in structured products generally are subject to greater volatility
than an investment directly in the underlying market or security. Total return
on the structured product is derived by linking return to one or more
characteristics of the underlying instrument. Because certain structured
products of the type in which the Vista Portfolio may invest may involve no
credit enhancement, the credit risk of those structured products generally would
be equivalent to that of the underlying instruments. The Vista Portfolio may
invest in a class of structured products that is either subordinated or
unsubordinated to the right of payment of another class. Subordinated structured
products typically have higher yields and present greater risks than
unsubordinated structured products. Although the Vista Portfolio's purchase of
subordinated structured products would have similar economic effect to that of
borrowing against the underlying securities, the purchase will not be deemed to
be leverage for purposes of the Vista Portfolio's fundamental investment
limitation related to borrowing and leverage.
Certain issuers of structured products may be deemed to be "investment
companies" as defined in the 1940 Act. As a result, the Vista Portfolio's
investments in these structured products may be limited by the restrictions
contained in the 1940 Act. Structured products are typically sold in private
placement transactions, and there currently is no active trading market for
structured products. As a result, certain structured products in which the Vista
Portfolio invests may be deemed illiquid and subject to its limitation on
illiquid investments.
Investments in structured products generally are subject to greater
volatility than an investment directly in the underlying market or security. In
addition, because structured products are typically sold in private placement
transactions, there currently is no active trading market for structured
products.
Additional Restrictions on the Use of Futures and Option Contracts. The Vista
Portfolio is not a "commodity pool" (i.e., a pooled investment vehicle which
trades in commodity futures contracts and options thereon and the operator of
which is registered with the CFTC) and futures contracts and futures options
will be purchased, sold or entered into only for bona fide hedging purposes,
provided that the Vista Portfolio may enter into such transactions for purposes
other than bona fide hedging if, immediately thereafter, the sum of the amount
of its initial margin and premiums on open contracts and options would not
exceed 5% of the liquidation value of the Vista Portfolio's portfolio, provided,
further, that, in the case of an option that is in-the-money, the in-the-money
amount may be excluded in calculating the 5% limitation.
When the Vista Portfolio purchases a futures contract, an amount of cash
or cash equivalents or liquid securities will be deposited in a segregated
account with the Vista Portfolio's custodian or sub-custodian so that the amount
so segregated, plus the initial deposit and variation margin held in the account
of its broker, will at all times equal the value of the futures contract,
thereby insuring that the use of such futures is unleveraged.
<PAGE>
MANAGEMENT OF THE FUND
The Fund
The Fund is governed by the Board of Directors. The Board is responsible
for overall management of the Fund's business affairs. The Directors meet at
least 4times during the year to, among other things, oversee the Fund's
activities, review contractual arrangements with companies that provide services
to the Fund, and review performance.
Directors and Officers
The directors and executive officers of the Fund, their ages,
position(s) with the Fund, andtheir principal occupations during the last five
years (or as otherwise indicated) are set forth below. The business address of
each director and officer is 8515 East Orchard Road, Englewood, Colorado 80111
(unless otherwise indicated). Those directors and officers who are "interested
persons" (as defined in the Investment Company Act of 1940, as amended) by
virtue of their affiliation with either the Fund or GW Capital are indicated by
an asterisk (*).
Rex Jennings (74), Director; President Emeritus, Denver Metro Chamber of
Commerce.
Richard P. Koeppe (67), Director; Retired Superintendent, Denver Public Schools.
*DouglasL. Wooden (43), Director; Manager, GW Capital Management; Executive
Vice President, Financial Services, Great-West, GWL&A and First
Great-West Life & Annuity Insurance Company; Director, Chairman,
President and Chief Executive Officer, Orchard Trust Company; Director,
Orchard Series Fund, Great-West Variable Annuity Account A, Financial
Administrative Services Corporation, Orchard Capital Management, LLC and
Orchard Trust Company.
*James D. Motz (50), Chairman and President; Manager, GW Capital Management;
Executive Vice President, Employee Benefits, Great-West, GWL&A and First
Great-West Life & Annuity Insurance Company; Vice Chairman and Chief
Executive Officer, Alta Health & Life Insurance Company; Director,
President and Chairman, Orchard Series Fund and Great-West Variable Annuity
Account A; Chairman and President, One Corporation and Great-West Benefit
Services, Inc.; Director and Executive Vice President, Orchard Trust
Company; Director, Financial Administrative Services Corporation, Orchard
Capital Management, LLC, One Health Plan of Illinois, Inc., One Health Plan
of Texas, Inc., One Health Plan of California, Inc., One Health Plan of
Colorado, Inc., One Health Plan of North Carolina, Inc., One Health Plan of
Washington, Inc., One Health Plan of Ohio, Inc., One Health Plan of
Tennessee, Inc., One Health Plan of Florida, Inc., One Health Plan of
Indiana, Inc., One Health Plan of Massachusetts, Inc., One Health Plan,
Inc., One Health Plan of Alaska, Inc., One Health Plan of Arizona, Inc.,
One Health Plan of Maine, Inc., One Health Plan of Nevada, Inc., One Health
Plan of New Hampshire, Inc., One Health Plan of New Jersey, Inc., One
Health Plan of South Carolina, Inc., One Health Plan of Wisconsin, Inc.,
One Health Plan of Wyoming, Inc.
Sanford Zisman (59), Director; Attorney, Zisman & Ingraham, P.C.
*David G. McLeod (36), Treasurer; Treasurer, GW Capital Management; Vice
President, Investment Operations, Great-West, GWL&A, First Great-West Life
& Annuity Insurance Company, Orchard Trust Company, National Plan
Coordinators of Delaware, Inc., Renco, Inc., P.C. Enrollment Services &
Insurance & Brokerage, Inc., National Plan Coordinators of Washington,
Inc., National Plan Coordinators of Ohio, Inc. Deferred Comp of Michigan,
Inc., and Financial Administrative Services Corporation; Treasurer, Orchard
Series Fund, Great-West Variable Annuity Account A and Orchard Capital
Management, LLC; Director, BenefitsCorp Equities, Inc., NPC Securities,
Inc. and Greenwood Investments, Inc. *Bruce Hatcher (35), Assistant
Treasurer, Manager, Investment Company Administration (1998 - present);
Associate Manager, Separate Account Administration (1993-1998).
*Beverly A. Byrne (44), Secretary; Assistant Vice President and Associate
Counsel, Great-West; Assistant Vice President, Associate Counsel and
Assistant Secretary, GWL&A, GWL&A Financial Inc., First Great-West Life &
Annuity Insurance Company and Alta Health & Life Insurance Company;
Assistant Vice President, Associate Counsel and Secretary, Financial
Administrative Services Corporation; Secretary, GW Capital Management;
Secretary, One Orchard Equities, Inc., Greenwood Investments, Inc.,
BenefitsCorp Equities, Inc., Benefits Communication Corporation, Orchard
Capital Management, LLC, National Plan Coordinators of Delaware, Inc., NPC
Securities, Inc., NPC Administrative Services Corporation, Renco, Inc.,
Deferred Comp of Michigan, Inc., National Plan Coordinators of Washington,
Inc., National Plan Coordinators of Ohio, Inc., P.C. Enrollment Services &
Insurance Brokerage, Inc., Great-West Benefit Services, Inc., Great-West
Variable Annuity Account A, and Orchard Series Fund.
Compensation
The Fund pays no salaries or compensation to any of its officers or
directors affiliated with GW Capital or its affiliates. The chart below sets
forth the annual fees paid or expected to be paid to the non-interested
directors and certain other information.
<PAGE>
<TABLE>
- ------------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
R.P. Koeppe, Director R. Jennings, Director S. Zisman, Director
- ------------------------- ----------------------- ----------------------- -----------------------
- ------------------------- ----------------------- ----------------------- -----------------------
Compensation Received
from the Fund ---------------------- $ 11,000 $ 11,000
$ 11,000
- ------------------------- ----------------------- ----------------------- -----------------------
- ------------------------- ----------------------- ----------------------- -----------------------
Pension or Retirement
Benefits Accrued as $ $ $
Fund Expense
- ------------------------- ----------------------- ----------------------- -----------------------
- ------------------------- ----------------------- ----------------------- -----------------------
Total Compensation 18,000 18,000
Received from the Fund $ 16,000
and All Affiliated
Funds*
- ------------------------- ----------------------- ----------------------- -----------------------
</TABLE>
* As of October 31, 1999 there were forty-one funds for which the
directors serve as Directors or Trustees, of which thirty-six are
portfolios of the Fund. The total compensation paid is comprised of the
amount estimated to be paid during the Fund's current fiscal year by the
Fund and its affiliated investment companies.
Ownership of the Fund
All of the shares of the Portfolio are owned by FutureFunds II Series
Account, a separate account of Great-West Life & Annuity Insurance Company.
INVESTMENT ADVISORY SERVICES
Investment Adviser
GW Capital is a Colorado limited liability company, located at 8515 East
Orchard Road, Englewood, Colorado 80111, and serves as the investment adviser to
the Fund pursuant to an Investment Advisory Agreement dated April 1, 1982. GW
Capital is a wholly owned subsidiary of GWL&A which is an indirect wholly owned
indirect subsidiary of The Great-West Life Assurance Company ("Great-West"), a
Canadian stock life insurance company. Great-West is a 100% owned subsidiary of
Great-West Lifeco Inc., which in turn is an 80.9% subsidiary of Power Financial
Corporation, Montreal, Quebec. Power Corporation of Canada, a holding and
management company has voting control of Power Financial Corporation. Mr. Paul
Desmarais, and his associates, a group of private holding companies, have voting
control of Power Corporation of Canada.
Investment Advisory Agreement
The Investment Advisory Agreement became effective April 1, 1982 and was
most recently approved July 26, 1999. As approved, the Agreement will remain in
effect until April 1, 2000, 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. Any amendment
to the Agreement becomes effective with respect to a Portfolio upon approval by
a vote of a majority of the voting securities of the specific Portfolio. The
agreement is not assignable and may be terminated without penalty with respect
to any Portfolio either by the Board of Directors or by vote of a majority of
the outstanding voting securities of such Portfolio or by GW Capital, each on 60
days' written notice to the other party.
Under the terms of the investment advisory agreement with the Fund, GW
Capital acts as investment adviser and, subject to the supervision of the Board
of Directors, directs the investments of the Fund in accordance with each
portfolio's investment objective, policies and limitations. GW Capital also
provides the Fund with all necessary office facilities and personnel for
servicing the portfolios' investments, compensates all officers of the Fund and
all Directors who are "interested persons" of the Fund or of GW Capital, and all
personnel of the Fund or GW Capital performing services relating to research,
statistical and investment activities.
In addition, GW Capital, subject to the supervision of the Board of
Directors, provides the management and administrative services necessary for the
operation of the Fund. These services include providing facilities for
maintaining the fund's organization; supervising relations with custodians,
transfer and pricing agents, accountants, underwriters and other persons dealing
with the portfolios; preparing all general shareholder communications and
conducting shareholder relations; maintaining the Fund's records and the
registration of the Fund's shares under federal securities laws and making
necessary filings under state securities laws; developing management and
shareholder services for the Fund; and furnishing reports, evaluations and
analyses on a variety of subjects to the Directors.
Management Fees
The Portfolio pays a management fee to GW Capital for managing its
investments and business affairs. GW Capital is paid monthly at an annual rate
of 0.53% of the Portfolio's average net assets. For the period of November 1 to
October 31 for the fiscal years 1997, 1998, and 1999, GW Capital was paid
$597,408, $832,302, and $844,629, respectively, for the services it provided to
the Portfolio.
The Vista Portfolio
Trustees and Officers
The Trustees and officers and their principal occupations for at least
the past five years are set forth below. Their titles may have varied during
that period. Asterisks indicate those Trustees and officers that are "interested
persons" (as defined in the 1940 Act).
FERGUS REID, III - Chairman and Trustee. Chairman and Chief Executive Officer,
Lumelite Corporation, since September 1985; Trustee, Morgan Stanley Funds.
Address: 202 June Road,
Stamford, Connecticut 06903. Age: 67
H. RICHARD VARTABEDIAN* - Trustee and President. Investment Management
Consultant, formerly, Senior Investment Officer, Division Executive of the
Investment Management Division of The Chase Manhattan Bank, N.A., 1980 through
1991. Address: P.O. Box 296, Beach Road, Hendrick's Head, Southport, Maine
04576. Age: 64
WILLIAM J. ARMSTRONG - Trustee. Vice President and Treasurer, Ingersoll-Rand
Company. Address: 49 Aspen Way, Upper Saddle River, New Jersey 07458; Age: 58
JOHN R.H. BLUM - Trustee. Attorney in private practice; formerly partner in the
law firm of Richards, O'Neil & Allegaert; Commissioner of Agriculture, State of
Connecticut 1992-1995. Address: 322 Main Street, Lakeville, Connecticut 06039;
Age: 70
STUART W. CRAGIN, JR. - Trustee. Retired; formerly, President, Fairfield Testing
Laboratory, Inc. He has previously served in a variety of marketing,
manufacturing and general management positions with Union Camp Corp., Trinity
Paper & Plastics Corp., and Conover Industries. Address: 108 Valley Road, Cos
Cob, Connecticut 06807. Age: 66
ROLAND R. EPPLEY, JR. - Trustee. Retired; formerly President and Chief Executive
Officer, Eastern States Bankcard Association Inc. (1971-1988); Director, Janel
Hydraulics, Inc.; formerly Director of The Hanover Funds, Inc. Address: 105
Coventry Place, Palm Beach
Gardens, Florida 33418; Age: 67
JOSEPH J. HARKINS* - Trustee. Retired; Commercial Sector Executive and Executive
Vice President of The Chase Manhattan Bank, N.A. from 1985 through 1989. He was
employed by Chase in numerous capacities as an officer from 1954 through 1989.
Director of Blessings Corporation, Jefferson Insurance Company of New York,
Monticello Insurance Company and National. Address: 257 Plantation Circle South,
Ponte Verde Beach, Florida 32082; Age: 68
SARAH JONES* - Trustee. President and Chief Operating Officer of Chase Mutual
Funds Corp.; formerly Managing Director for the Global Asset Management and
Private Banking Division of The Chase Manhattan Bank. Address: One Chase
Manhattan Plaza, 3rd Fl., New York, NY 10081; Age: 48
W.D. MACCALLAN - Trustee. Director of The Adams Express Co. and Petroleum &
Resources Corp.; formerly Chairman of the Board and Chief Executive Officer of
The Adams Express Co. and Petroleum & Resources Corp.; formerly Director of The
Hanover Funds, Inc. and The Hanover Investment Funds, Inc. Address: 624 East
45th Street Savannah, Georgia 31405;
Age: 72
W. PERRY NEFF - Trustee. Independent Financial Consultant; Director of North
America Life Assurance Co., Petroleum & Resources Corp. and The Adams Express
Co.; formerly Director and Chairman of The Hanover Funds Inc.; formerly
Director, Chairman and President of The Hanover Investments Funds Inc. Address:
RR 1 Box 102, Weston, Vermont 05181; Age: 72
LEONARD M. SPALDING, JR.* - Trustee. Executive Vice President and Chief
Executive Officer for Chase Mutual Funds, Corp.; President and Chief Executive
Officer of Vista Capital Management; formerly Chief Investment Executive of The
Chase Manhattan Private Bank. Address: 2025 Lincoln Park Road, Springfield, KY
40069; Age: 64
DR. RICHARD E. TEN HAKEN - Trustee. Former District Superintendent of Schools,
Monroe No.2 and Orleans Counties, New York; Chairman of the Board and President,
New York State Teachers' Retirement System. Address: 4 Barnfield Road,
Pittsfield, New York 14534. Age:
65
IRVING L. THODE - Trustee. Retired; formerly Vice President of Quotron Systems.
He has previously served in a number of executive positions with Control Data
Corp., including President of its Latin American Operations, and General Manager
of its Data Services business. Address: 80 Perkins Road, Greenwich, Connecticut
06830. Age: 69
MARTIN R. DEAN - Treasurer. Associate Director, accounting Services, BISYS Fund
Services; formerly Senior Manager, KPMG Peat Marwick (1987-1994). Address: 3435
Stelzer Road,
Columbus, OH 43219. Age: 35
LEE SCHULTHEIS - Assitant Treasurer and Assistant Secretary. President, BISYS
Fund Distributors; formerly Managing Director, Forum Financial Group. Address:
One Chase Manhattan Plaza, Third Floor, New York, New York 10081. Age: 43
RICHARD BAXT - Secretary, Senior Vice President, Client Services, BISYS Fund
Services; formerly General Manager of Investment and Insurance, First Fidelity
Bank, President of First Fidelity Brokers, and President of Citicorp Investment
Services. Address: 125 W.
55th Street, New York, NY 10019. Age 46
VICKY M. HAYES - Assistant Secretary. Vice President and Global Marketing
Manager, Vista Fund Distributors, Inc.; formerly Assistant Vice President,
Alliance Capital Management and held various positions with J. & W. Seligman &
Co. Address: One Chase Manhattan Plaza, 3rd
Fl., New York, NY 10081. Age 38
ALAINA METZ - Assistant Secretary. Chief Administrative Officer, BISYS Fund
Services; formerly Supervisor, Blue Sky Deprartment, Alliance Capital
Management, L.P. Address 3435 Stelzer Road, Columbus, OH 43219. Age 32
* Interested person as defined under the 1940 Act. Mr. Reid is not an interested
person of the Vista Portfolio's investment advisor or principal underwriter, but
may be deemed an interested person of the Vista Portfolio solely by reason of
being an officer of the Vista Portfolio.
The Board of Trustees of the Trust presently has an Audit Committee. The
members of the Audit Committee are Messrs. Ten Haken (Chairman), Armstrong,
Eppley, MacCallan and Thode. The function of the Audit Committee is to recommend
independent auditors and monitor accounting and financial matters. The Audit
Committee met two times during the fiscal year ended October 31, 1999.
The board of Trustees has established an Investment Committee. The
members of the Investment Committee are Messrs. Vartabedian (President), Reid
and Spalding. The function of the Investment Committee is to review the
investment management process of the Vista Portfolio.
The Trustees and officers of the Vista Portfolio appearing above also
serve in the same capacities with respect to Mutual Fund Group, Mutual Fund
Trust, Mutual Fund Variable Annuity Trust, Mutual Fund Select Group, Mutual Fund
Select Trust, Capital Growth Portfolio and International Equity Portfolio.
Investment Adviser of Vista Portfolio
The Chase Manhattan Bank ("Chase") is a New York bank, located at 270
Park Avenue, New York, New York 10017, and serves as the investment adviser of
the Vista Portfolio pursuant to an investment advisory agreement, dated May 6,
1996. Chase is a commercial bank and a wholly-owned subsidiary of The Chase
Manhattan Corporation, a registered bank holding company.
Subject to policies of the Board of Trustees, Chase makes investment
decisions for the Vista Portfolio. Chase also provides the Vista Portfolio with
such investment advice and supervision as it deems necessary for the proper
supervision of the portfolio's investments. Chase provides investment programs
and determines what securities shall be purchased, sold or exchanged and what
portion the Vista Portfolio's assets shall be held uninvested.
Chase furnishes, at its own expense, all services, facilities and
personnel necessary in connection with managing the investments and effecting
portfolio transactions for Vista Portfolio. The advisory agreement for Vista
Portfolio will continue in effect from year to year if approved annually by the
Board of Trustees or by vote of a majority of the outstanding voting securities
of Vista Portfolio and, by a majority of the Trustees who are not parties to the
contract or interested persons of any such party.
Sub-Advisor
Chase has entered into an investment sub-advisory agreement dated as of
May 6, 1996 with Chase Asset Management, Inc. ("CAM"). CAM is located at 1211
Avenue of the Americas, New York, NY 10036. CAM makes decisions concerning, and
places all orders for, purchases and sales of securities and helps maintain the
records relating to such purchases and sales with respect to the day-to-day
management of the Vista Portfolio
CAM is a wholly-owned operating subsidiary of Chase. CAM is registered
with the Securities and Exchange Commission as an investment adviser and
provides discretionary investment advisory services to institutional clients,
and the same individuals who serve as portfolio managers for CAM also serve as
portfolio managers for Chase.
The advisory and sub advisory agreements are terminable without penalty
by the Vista Portfolio. No penalty will apply if the Vista Portfolio provides
not more than 60 days, nor less than 30 days, written notice authorized either
by a majority vote of the investors or a vote of a majority of the Board of
Trustees. The agreements are also terminable without penalty by Chase or CAM. No
penalty will apply if Chase or CAM provides not more than 60 days, nor less than
30 days, written notice. The agreements will automatically terminate in the
event of its "assignment" (as defined in the 1940 Act). The advisory agreements
provide that Chase and/or CAM shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission. This limitation will not apply for willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties.
Under the Advisory Agreement, Chase may utilize the specialized
portfolio skills of all its various affiliates, thereby providing greater
opportunities and flexibility in accessing investment expertise.
Principal Underwriter
The Fund has entered into a principal underwriting agreement with One
Orchard, 8515 East Orchard Road, Englewood, Colorado 80111, an affiliate of the
Fund. One Orchard is a broker-dealer registered under the Securities Exchange
Act of 1934 and a member of the National Association of Securities Dealers, Inc.
("NASD"). The principal underwriting agreement calls for One Orchard to use all
reasonable efforts, consistent with its other business, to secure purchasers for
shares of the Fund, which are continuously offered at net asset value.
Advisory Fees of Vista Portfolio
In consideration of the services provided by Chase pursuant to the
advisory agreement with Vista Portfolio, Chase will receive an investment
advisory fee computed and paid monthly based on an annual rate equal to 0.40% of
the average daily net assets. However, Chase may voluntarily agree to waive a
portion of the fees payable to it on a month-to-month basis. Out of its advisory
fees, Chase pays CAM a sub-advisory fee computed and paid monthly based on an
annual rate equal to 0.20% of the average daily net assets.
In consideration of the services Chase provides pursuant to an
administration agreement, Chase receives a fee computed and paid monthly at an
annual rate equal to 0.05% of the average daily net assets. Chase may
voluntarily waive a portion of the fees payable to it with respect to the Vista
Portfolio on a month-to-month basis.
For the fiscal years 1997, 1998, and 1999, Chase was paid $11,112,601,
$12,783,768, and $12,834,972 respectively for the services it provided to the
Vista Portfolio. From this amount, CAM was paid $5,556,300, $6,391,884, and
$6,417,486, respectively, for the services it provided.
Portfolio Transactions and Brokerage Allocation
Because the Portfolio invests all of its assets in the Vista Portfolio,
the information listed below on portfolio transactions and brokerage allocation
is based upon the actions of the Vista Portfolio. Specific decisions to purchase
or sell securities for the Vista Portfolio are made by a portfolio manager who
is an employee of Chase or CAM to the Vista Portfolio and who is appointed and
supervised by senior officers of Chase or CAM. Changes in the Vista Portfolio's
investments are reviewed by the Board of Trustees of the Vista Portfolio. The
portfolio managers may serve other clients of the advisers in a similar
capacity.
The frequency of the Vista Portfolio's portfolio transactions--the
portfolio turnover rate--will vary from year to year depending upon market
conditions. Because a high turnover rate may increase transaction costs and the
possibility of taxable short-term gains, the advisers will weigh the added costs
of short-term investment against anticipated gains. The Vista Portfolio will
engage in portfolio trading if its advisers believe a transaction, net of costs
(including custodian charges), will help it achieve its investment objective.
The Vista Portfolio applies this policy with respect to both the equity and debt
portions of its portfolio.
The portfolio turnover rates for the Vista Portfolio for the fiscal
years ended October 31, 1997, 1998, and 1999, were 65%, 113%, and 125%,
respectively.
Under the advisory agreement and the sub-advisory agreement, Chase and
CAM use their best efforts to seek to execute portfolio transactions at prices
which, under the circumstances, result in total costs or proceeds being the most
favorable to the Vista Portfolio. In assessing the best overall terms available
for any transaction, Chase and CAM consider all factors they deem relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or dealer,
research services provided to Chase or CAMs, and the reasonableness of the
commissions, if any, both for the specific transaction and on a continuing
basis. The Vista Portfolio's adviser and sub-adviser are not required to obtain
the lowest commission or the best net price for the Vista Portfolio on any
particular transaction, and are not required to execute any order in a fashion
either preferential to the Vista Portfolio relative to other accounts they
manage or otherwise materially adverse to such other accounts.
Debt securities are traded principally in the over-the-counter market
through dealers acting on their own account and not as brokers. In the case of
securities traded in the over-the-counter market (where no stated commissions
are paid but the prices include a dealer's markup or markdown), the Vista
Portfolio's adviser or sub-adviser normally seeks to deal directly with the
primary market makers unless, in its opinion, best execution is available
elsewhere. In the case of securities purchased from underwriters, the cost of
such securities generally includes a fixed underwriting commission or
concession. From time to time, soliciting dealer fees are available to Chase or
CAM on the tender of the Vista Portfolio's portfolio securities in so-called
tender or exchange offers. Such soliciting dealer fees are in effect recaptured
for the Vista Portfolio by Chase and CAM. At present, no other recapture
arrangements are in effect.
Under the advisory and sub-advisory agreements and as permitted by
Section 28(e) of the Securities Exchange Act of 1934, Chase or CAM may cause the
Vista Portfolio to pay a broker-dealer which provides brokerage and research
services to Chase or CAM, the Vista Portfolio and/or other accounts for which
they exercise investment discretion an amount of commission for effecting a
securities transaction for the Vista Portfolio in excess of the amount other
broker-dealers would have charged for the transaction if they determine in good
faith that the greater commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker-dealer viewed
in terms of either a particular transaction or their overall responsibilities to
accounts over which they exercise investment discretion. Not all of such
services are useful or of value in advising the Vista Portfolio. Chase and CAM
report to the Board of Trustees regarding overall commissions paid by the Vista
Portfolio and their reasonableness in relation to the benefits to the Vista
Portfolio. The term "brokerage and research services" includes advice as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or of purchasers or sellers of
securities, furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts, and effecting securities transactions and performing functions
incidental thereto such as clearance and settlement.
The management fees that the Vista Portfolio pays to Chase will not be
reduced as a consequence of Chase's or CAM's receipt of brokerage and research
services. To the extent the Vista Portfolio's portfolio transactions are used to
obtain such services, the brokerage commissions paid by the Vista Portfolio will
exceed those that might otherwise be paid by an amount which cannot be presently
determined. Such services generally would be useful and of value to Chase or
CAMs in serving one or more of their other clients and, conversely, such
services obtained by the placement of brokerage business of other clients
generally would be useful to Chase and CAM in carrying out their obligations to
the Vista Portfolio. While such services are not expected to reduce the expenses
of Chase or CAMs, Chase would, through use of the services, avoid the additional
expenses which would be incurred if they should attempt to develop comparable
information through their own staffs.
In certain instances, there may be securities that are suitable for one
or more of the Vista Portfolio as well as one or more of Chase's or CAM's other
clients. Investment decisions for the Vista Portfolio and for other clients are
made with a view to achieving their respective investment objectives. It may
develop that the same investment decision is made for more than one client or
that a particular security is bought or sold for only one client even though it
might be held by, or bought or sold for, other clients. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling that same security. Some simultaneous transactions are inevitable when
several clients receive investment advice from the same investment adviser,
particularly when the same security is suitable for the investment objectives of
more than one client. When two or more portfolios or other clients are
simultaneously engaged in the purchase or sale of the same security, the
securities are allocated among clients in a manner believed to be equitable to
each. It is recognized that in some cases this system could have a detrimental
effect on the price or volume of the security as far as the Vista Portfolio are
concerned. However, it is believed that the ability of the Vista Portfolio to
participate in volume transactions will generally produce better executions for
the Vista Portfolio.
No portfolio transactions are executed with Chase or CAM or a Vista
Portfolio shareholder servicing agent, or with any affiliate of Chase or CAM or
a Vista Portfolio shareholder servicing agent, acting either as principal or as
broker.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Purchase and Redemption of Shares. The Prospectus describes how shares of the
Portfolio may be purchased and redeemed. That disclosure is incorporated by
reference into this SAI. Please read the Prospectus carefully.
Pricing of Shares. The net asset value of the Portfolio is determined in the
manner described in the Prospectus. The Portfolio invests all of its assets in
the Vista Portfolio which values its shares as also described in the Prospectus.
INVESTMENT PERFORMANCE
Standardized Average Annual Total Return Quotations. Average annual total return
quotations for shares of the Portfolio are computed by finding the average
annual compounded rates of return that would cause a hypothetical investment
made on the first day of a designated period to equal the ending redeemable
value of such hypothetical investment on the last day of the designated period
in accordance with the following formula:
P(I+T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical
$1,000 initial payment made at the beginning of the
designated period (or fractional portion thereof)
The computation above assumes that all dividends and distributions made
by the Portfolio are reinvested at net asset value during the designated period.
The average annual total return quotation is determined to the nearest 1/100 of
1%.
One of the primary methods used to measure performance is "total
return." Total return will normally represent the percentage change in value of
the Portfolio, or of a hypothetical investment in the Portfolio, over any period
up to the lifetime of the Portfolio. Unless otherwise indicated, total return
calculations will usually assume the reinvestment of all dividends and capital
gains distributions and will be expressed as a percentage increase or decrease
from an initial value, for the entire period or for one or more specified
periods within the entire period.
Total return percentages for periods longer than one year will usually
be accompanied by total return percentages for each year within the period
and/or by the average annual compounded total return for the period. The income
and capital components of a given return may be separated and portrayed in a
variety of ways in order to illustrate their relative significance. Performance
may also be portrayed in terms of cash or investment values, without
percentages. Past performance cannot guarantee any particular result. In
determining the average annual total return (calculated as provided above),
recurring fees, if any, that are charged to all shareholder accounts are taken
into consideration.
The Portfolio's average annual total return quotations and yield
quotations as they may appear in the Prospectus, this Statement of Additional
Information or in advertising are calculated by standard methods prescribed by
the SEC.
The Portfolio may also publish its distribution rate and/or its
effective distribution rate. The Portfolio's distribution rate is computed by
dividing the most recent monthly distribution per share annualized, by the
current net asset value per share. The Portfolio's effective distribution rate
is computed by dividing the distribution rate by the ratio used to annualize the
most recent monthly distribution and reinvesting the resulting amount for a full
year on the basis of such ratio. The effective distribution rate will be higher
than the distribution rate because of the compounding effect of the assumed
reinvestment. The Portfolio's yield is calculated using a standardized formula.
The income component of the formula is computed from the yields to maturity of
all debt obligations held by the Portfolio based on prescribed methods (with all
purchases and sales of securities during such period included in the income
calculation on a settlement date basis). The distribution rate on the other hand
is based on the Portfolio's last monthly distribution. The Portfolio's monthly
distribution tends to be relatively stable and may be more or less than the
amount of net investment income and short- term capital gain actually earned by
the Portfolio during the month.
Other data that may be advertised or published about the Portfolio
include the average portfolio quality, the average portfolio maturity and the
average portfolio duration.
Standardized Yield Quotations. The yield of the Portfolio is computed by
dividing the Portfolio's net investment income per share during a base period of
30 days, or one month, by the maximum offering price per share on the last day
of such base period in accordance with the following formula:
2[( a - b + 1 )6 - 1 ]
-----
(cd)
Where: a = net investment income earned during the period
b = net expenses accrued for the period
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period
Net investment income will be determined in accordance with rules established by
the SEC.
Calculation of Total Return. Total return is a measure of the change in value of
an investment in the Portfolio over the time period covered. In calculating
total return, any dividends or capital gains distributions are assumed to have
been reinvested in the Portfolio immediately rather than paid to the investor in
cash. The formula for total return includes four steps (1) adding to the total
number of shares purchased by a hypothetical $1,000 investment in the Portfolio
all additional shares which would have been purchased if all dividends and
distributions paid or distributed during the period had been immediately
reinvested; (2) calculating the value of they hypothetical initial investment of
$1,000 as of the end of the period by multiplying the total number of shares
owned at the end of the period by the net asset value per share on the last
trading day of the period; (3) assuming redemption at the end of the period and
deducting any applicable contingent deferred sales charge; and (4) dividing this
account value for the hypothetical investor by the initial $1,000 investment.
Total return will be calculated for one year, five years and ten years or some
other relevant periods if the Portfolio has not been in existence for at least
ten years.
<PAGE>
FORMULA: P(1+T) to the power of N = ERV
- -------
WHERE: T = Average annual total return
- -----
N = The number of years including portions of years where
applicable for which the performance is being measured
ERV = Ending redeemable value of a hypothetical $1,000 payment
made at the inception of the portfolio
P = Opening redeemable value of a hypothetical $1,000 payment
made at the inception of the portfolio
The above formula can be restated to solve for T as follows:
T = [(ERV/P) to the power of 1/N]-1
Performance Comparisons
Performance information contained in reports to shareholders,
advertisement, and other promotional materials may be compared to that of
various unmanaged indices. These indices may assume the reinvestment of
dividends, but generally do not reflect deductions for operating expenses.
Advertisements quoting performance rankings of the Portfolio as measured
by financial publications or by independent organizations such as Lipper
Analytical Services, Inc. and Morning Star, Inc., and advertisements presenting
the Portfolio's the historical performance, may form time to time be sent to
investors or placed in newspapers and magazines such as The New York Times, The
Wall Street Journal, Barons, Investor's Daily, Money Magazine, Changing Times,
Business Week and Forbes or any other media on behalf of the Portfolio.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following is only a summary of certain tax considerations generally
affecting the Portfolio and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and this discussion is not intended
as a substitute for careful tax planning.
Qualification as a Regulated Investment Company
The Internal Revenue Code of 1986, as amended (the "Code"), provides
that each investment portfolio of a series investment company is to be treated
as a separate corporation. Accordingly, the Portfolio will seek to be taxed as a
regulated investment company ("RIC") under Subchapter M of the Code. As an RIC,
the Portfolio will not be subject to federal income tax on the portion of its
net investment income (i.e., its taxable interest, dividends and other taxable
ordinary income, net of expenses) and net realized capital gain (i.e., the
excess of capital gains over capital losses) that it distributes to
shareholders, provided that it distributes at least 90% of its investment
company taxable income (i.e., net investment income and the excess of net
short-term capital gain over net long-term capital loss) and at least 90% of its
tax-exempt income (net of expenses allocable thereto) for the taxable year (the
"Distribution Requirement"), and satisfies certain other requirements of the
Code that are described below. The Portfolio will be subject to tax at regular
corporate rates on any income or gains that it does not distribute.
Distributions by a fund made during the taxable year or, under specified
circumstances, within one month after the close of the taxable year, will be
considered distributions of income and gains of the taxable year and can
therefore satisfy the Distribution Requirement.
In addition to satisfying the Distribution Requirement, the Portfolio
must derive at least 90% of its gross income from dividends, interest, certain
payments with respect to securities loans, gains from the sale or other
disposition of stock or securities or foreign currencies (to the extent such
currency gains are ancillary to the Portfolio's principal business of investing
in stock and securities) and other income (including but not limited to gains
from options, futures or forward contracts) derived with respect to its business
of investing in such stock, securities, currencies (the "Income Requirement").
Certain debt securities purchased by the Portfolio (such as zero-coupon
bonds) may be treated for federal income tax purposes as having original issue
discount. Original issue discount, generally defined as the excess of the stated
redemption price at maturity over the issue price, is treated as interest for
Federal income tax purposes. Whether or not the Portfolio actually receives
cash, it is deemed to have earned original issue discount income that is subject
to the distribution requirements of the Code. Generally, the amount of original
issue discount included in the income of the Portfolio each year is determined
on the basis of a constant yield to maturity that takes into account the
compounding of accrued interest.
In addition, the Portfolio may purchase debt securities at a discount
that exceeds any original issue discount that remained on the securities at the
time the Portfolio purchased the securities. This additional discount represents
market discount for income tax purposes. Treatment of market discount varies
depending upon the maturity of the debt security and the date on which it was
issued. For a debt security issued after July 18, 1984 having a fixed maturity
date or more than six months from the date of issue and having market discount,
the gain realized on disposition will be treated as interest to the extent it
does not exceed the accrued market discount on the security (unless the
Portfolio elects for all its debt securities having a fixed maturity date or
more than one year from the date of issue to include market discount in income
in taxable years to which it is attributable). Generally, market discount
accrues on a daily basis. For any debt security issued on or before July 18,
1984 (unless the Portfolio makes the election to include market discount in
income currently), or any debt security having a fixed maturity date of not more
than six months from the date of issue, the gain realized on disposition will be
characterized as long-term or short-term capital gain depending on the period
the Portfolio held the security. The Portfolio may be required to capitalize,
rather than deduct currently, part of all of any net direct interest expense on
indebtedness incurred or continued to purchase or carry any debt security having
market discount (unless the Portfolio makes the election to include market
discount in income currently).
If for any taxable year the Portfolio does not qualify as an RIC, all of
its taxable income (including its net capital gain) will be subject to tax at
regular corporate rates without any deduction for distributions to shareholders,
and such distributions will be taxable as ordinary dividends to the extent of
the current and accumulated earnings and profits of the Portfolio. In such
event, such distributions generally will be eligible for the dividends-received
deductions in the case of corporate shareholders.
If the Portfolio were to fail to qualify as an RIC for one or more
taxable years, the Portfolio could then qualify (or requalify) as an RIC for the
subsequent taxable year only if the Portfolio had distributed to the Portfolio's
shareholders a taxable dividend equal to the full amount of any earnings or
profits (less the interest charge mentioned below, if applicable) attributable
to such period. The Portfolio might also be required to pay to the U.S. Internal
Revenue Service interest on 50% of such accumulated earnings and profits. In
addition, pursuant to the Code and an interpretative notice issued by the IRS,
if the Portfolio should fail to qualify as an RIC and should thereafter seek to
requalify as an RIC, the Portfolio may be subject to tax on the excess (if any)
of the fair market of the Portfolio's assets over the Portfolio's basis in such
assets, as of the day immediately before the first taxable year for which the
Portfolio seeks to requalify as an RIC.
If the Portfolio determines that the Portfolio will not qualify as an
RIC under Subchapter M of the Code, the Portfolio will establish procedures to
reflect the anticipated tax liability in the Portfolio's net asset value.
Excise Tax on Regulated Investment Companies
A 4% non-deductible excise tax is imposed on RICs that fail to
distribute in each calendar year an amount equal to 98% of ordinary taxable
income for the calendar year and 98% of capital gain net income for the one-year
period ended on October 31 of such calendar year. The balance of such income
must be distributed during the next calendar year. For the foregoing purposes, a
n RIC is treated as having distributed any amount on which it is subject to
income tax for any taxable year ending in such calendar year.
U.S. Treasury regulations may permit a regulated investment company, in
determining its investment company taxable income and undistributed net capital
for any taxable year, to treat any capital loss incurred after October 31 as if
it had been incurred in the succeeding year. For purposes of the excise tax, a
regulated investment company may: (i) reduce its capital gain net income by the
amount of any net ordinary loss for any calendar year; and (ii) exclude foreign
currency gains and losses incurred after October 31 of any year in determining
the amount of ordinary taxable income for the current calendar year (and,
instead, include such gains and losses in determining ordinary taxable income
for the succeeding calendar year).
The Portfolio intends to make sufficient distributions or deemed
distributions of its ordinary taxable income and capital gain net income prior
to the end of each calendar year to avoid liability for the excise tax. However,
investors should note that the Portfolio may in certain circumstances be
required to liquidate portfolio investments to make sufficient distributions to
avoid excise tax liability.
Distributions
The Portfolio anticipates distributing substantially all of its
investment company taxable income for each taxable year. Such distributions will
be taxable to shareholders as ordinary income and treated as dividends for
federal income tax purposes, but they will generally not qualify for the 70%
dividends-received deduction for corporations.
The Portfolio may either retain or distribute to shareholders the
Portfolio's net capital gain (i.e., the excess of net long-term capital gain
over net short-term capital loss) for each taxable year. The Portfolio currently
intends to distribute any such amounts. If net capital gain is distributed and
designated as a capital gain dividend, it will be taxable to shareholders as
long-term capital gain, regardless of the length of time the shareholder has
held his or her shares or whether such gain was recognized by the Portfolio
prior to the date on which the shareholder acquired his or her shares.
Conversely, if the Portfolio elects to retain net capital gain, it will be taxed
thereon (except to the extent of any available capital loss carryovers) at the
then current applicable corporate tax rate. If the Portfolio elects to retain
its net capital gain, it is expected the Portfolio will also elect to have
shareholders treated as having received a distribution of such gain, with the
result that the shareholders will be required to report their respective shares
of such gain on their returns as long-term capital gain, will receive a
refundable tax credit for their allocable share of tax paid by the Portfolio on
the gain, and will increase the tax basis for their shares by an amount equal to
the deemed distribution less the tax credit.
Investors should be careful to consider the tax implications of
purchasing shares just prior to the next dividend date of any ordinary income
dividend or capital gain dividend. Those purchasing just prior to an ordinary
income dividend or capital gain dividend will be taxed on the entire amount of
the dividend received, even though the net asset value per share on the date of
such purchase reflected the amount of such dividend.
Distributions by the Portfolio that do not constitute ordinary income
dividends or capital gain dividends will be treated as a return of capital to
the extent of (and will reduce) the shareholder's tax basis in his or her
shares; any excess will be treated as gain from the sale of his or her shares,
as discussed below.
Distributions by the Portfolio will be treated in the manner described
above regardless of whether such distributions are paid in cash or reinvested in
additional shares of the Portfolio. Shareholders receiving a distribution in the
form of additional shares will be treated as receiving a distribution in an
amount equal to the fair market value of the shares received, determined as of
the reinvestment date. Ordinarily, shareholders are required to take
distributions by the Portfolio into account in the year in which the
distributions are made. However, distributions declared in October, November or
December of any year and payable to shareholders of record on a specified date
in such month will be deemed to have been received by the shareholders (and made
by the Portfolio) on December 31, of such calendar year if such distributions
are actually made in January of the following year. Shareholders will be advised
annually as to the U.S. federal income tax consequences of distributions made
(or deemed made) during the year.
Sale or Redemption of Fund Shares
A shareholder will recognize gain or loss on the sale or redemption of
shares in an amount equal to the difference between the proceeds of the sale or
redemption and the shareholder's adjusted tax basis in the shares. In general,
any gain or loss arising from (or treated as arising from) the sale or
redemption of shares of the Portfolio will be considered capital gain or loss
and will be long-term capital gain or loss if the shares were held for longer
than 12 months. However, any capital loss arising from the sale or redemption of
shares held for six months or less will be disallowed to the extent of the
amount of exempt-interest dividends received on such shares and (to the extent
not disallowed) will be treated as long-term capital loss to the extent of the
amount of capital gain dividends received on such shares. For this purpose,
special holding period rules provided in Code Section 246(c)(3) and (4)
generally will apply in determining the holding period of shares. For
shareholders who are individuals, long term capital gains (those arising from
sales of assets held for more than 12 months) are currently taxed at rates of
8-20%. Each January, the Portfolio will provide to each investor and to the IRS
a statement showing the tax characterization of distributions paid during the
prior year.
Backup Withholding
The Portfolio will be required in certain cases to withhold and remit to
the U.S. Treasury 31% of ordinary income dividends and capital gain dividends,
and the proceeds of redemption of shares, paid to any shareholder (i) who has
provided either an incorrect tax identification number or no number at all, (ii)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend income properly, or (iii) who has
failed to certify to the Portfolio that it is not subject to backup withholding
or that it is a corporation or other "exempt recipient." The Portfolio also
reserves the right to close accounts that fail to provide a certified tax
identification number, by redeeming such accounts in full at the current net
asset value.
Effect of Future Legislation; Local Tax Considerations
The foregoing general discussion of U.S. federal income tax consequences
is based on the Code and the regulations issued thereunder as in effect on the
date of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Rules of state and local taxation of ordinary income dividends and
capital gain dividends from RICs often differ from the rules for U.S. federal
income taxation described above. Shareholders are urged to consult their tax
advisers as to the consequences of these and other state and local tax rules
affecting investments in the Funds.
OTHER INFORMATION
Voting Rights
The shares of the Portfolio have no preemptive or conversion rights.
Voting and dividends rights, the right or redemption, and exchange privileges
are described in the Prospectus. Shares are fully paid and nonassessable. The
Fund or any portfolio may be terminated upon the sale of its assets to another
investment company (as defined in the Investment Company Act of 1940, as
amended), or upon liquidation and distribution of its assets, if approved by
vote of the holders of a majority of the outstanding shares of the Fund or the
Portfolio. If not so terminated, the Fund or the Portfolio will continue
indefinitely.
Shareholders of the Portfolio are entitled to one vote for each share
owned and fractional votes for fractional shares owned.
Pursuant to current interpretations of the 1940 Act, insurance companies
that invest in the Portfolio will solicit voting instructions from owners of
variable insurance contracts that are issued through separate accounts
registered under the 1940 Act with respect to any matters that are presented to
a vote of shareholders of that Portfolio.
Each investor in the Vista Portfolio will be entitled to vote in
proportion to its relative beneficial interest in the Vista Portfolio. On most
issues subjected to a vote of investors, as required by the 1940 Act and other
applicable law, the Portfolio will solicit proxies from its shareholders and
will vote its interest in the Vista Portfolio in proportion to the votes cast by
the Portfolio's shareholders. Pursuant to current interpretations of the 1940
Act, insurance companies who are shareholders of the Portfolio will solicit
voting instructions from owners of contracts that are issued through separate
accounts registered under the 1940 Act with respect to any matters that are
presented to a vote of Portfolio shareholders. If there are other investors in
the Vista Portfolio, there can be no assurance that any issue that receives a
majority of the votes cast by the Portfolio shareholders will receive a majority
of votes cast by all Vista Portfolio shareholders. If other investors hold a
majority interest in the Vista Portfolio, they could have voting control of the
Vista Portfolio.
Custodian
The Bank of New York, One Wall Street, New York, New York 10286, is
custodian of the Fund's assets. The custodian is responsible for the safekeeping
of a portfolio's assets and the appointment of the subcustodian banks and
clearing agencies. The custodian takes no part in determining the investment
policies of a portfolio or in deciding which securities are purchased or sold by
a portfolio. However, a portfolio may invest in obligations of the custodian and
may purchase securities from or sell securities to the custodian.
Independent Auditors
Deloitte & Touche LLP, 555 17th Street, Suite 3600, Denver, Colorado
80202, serves as the Fund's independent auditors. Deloitte & Touche LLP audits
the financial statements for the Fund and provides other audit, tax, and related
services.
FINANCIAL STATEMENTS
The Portfolio's audited financial statements as of October 31, 1999,
together with the notes thereto and the report of Deloitte & Touche LLP are
incorporated by reference to the Fund's Annual Report on Form N-30D filed via
EDGAR on December 29, 1999.
<PAGE>
APPENDIX A
Corporate Bond Ratings by Moody's Investors Service, Inc.
Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate, and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B - Bonds where are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Corporate Bonds Ratings by 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 - Standard & Poor's describes the BB and B rated issues together
with issues rated CCC and CC. Debt in these categories is regarded on balance as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
Commercial Paper Ratings by 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 Ratings by 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.
<PAGE>
APPENDIX B
DESCRIPTION OF CERTAIN OBLIGATIONS
ISSUED OR GUARANTEED BY U.S. GOVERNMENT
AGENCIES OR INSTRUMENTALITIES
Federal Farm Credit System Notes and Bonds--are bonds issued by a cooperatively
owned nationwide system of banks and associations supervised by the Farm Credit
Administration, an independent agency of the U.S. Government. These bonds are
not guaranteed by the U.S. Government.
Maritime Administration Bonds--are bonds issued and provided by the Department
of Transportation of the U.S. Government are guaranteed by the U.S. Government.
FNMA Bonds--are bonds guaranteed by the Federal National Mortgage Association.
These bonds are not guaranteed by the U.S. Government.
FHA Debentures--are debentures issued by the Federal Housing Administration of
the U.S. Government and are guaranteed by the U.S. Government.
FHA Insured Notes--are bonds issued by the Farmers Home Administration of the
U.S. Government and are guaranteed by the U.S. Government.
GNMA Certificates--are mortgage-backed securities which represent a partial
ownership interest in a pool of mortgage loans issued by lenders such as
mortgage bankers, commercial banks and savings and loan associations. Each
mortgage loan included in the pool is either insured by the Federal Housing
Administration or guaranteed by the Veterans Administration and therefore
guaranteed by the U.S. Government. As a consequence of the fees paid to GNMA and
the issuer of GNMA Certificates, the coupon rate of interest of GNMA
Certificates is lower than the interest paid on the VA-guaranteed or FHA-insured
mortgages underlying the Certificates. The average life of a GNMA Certificate is
likely to be substantially less than the original maturity of the mortgage pools
underlying the securities. Prepayments of principal by mortgagors and mortgage
foreclosures may result in the return of the greater part of principal invested
far in advance of the maturity of the mortgages in the pool. Foreclosures impose
no risk to principal investment because of the GNMA guarantee. As the prepayment
rate of individual mortgage pools will vary widely, it is not possible to
accurately predict the average life of a particular issue of GNMA Certificates.
The yield which will be earned on GNMA Certificates may vary from their coupon
rates for the following reasons: (i) Certificates may be issued at a premium or
discount, rather than at par; (ii) Certificates may trade in the secondary
market at a premium or discount after issuance; (iii) interest is earned and
compounded monthly which has the effect of raising the effective yield earned on
the Certificates; and (iv) the actual yield of each Certificate is affected by
the prepayment of mortgages included in the mortgage pool underlying the
Certificates. Principal which is so prepaid will be reinvested although possibly
at a lower rate. In addition, prepayment of mortgages included in the mortgage
pool underlying a GNMA Certificate purchased at a premium could result in a loss
to a Fund. Due to the large amount of GNMA Certificates outstanding and active
participation in the secondary market by securities dealers and investors, GNMA
Certificates are highly liquid instruments. Prices of GNMA Certificates are
readily available from securities dealers and depend on, among other things, the
level of market rates, the Certificate's coupon rate and the prepayment
experience of the pool of mortgages backing each Certificate. If agency
securities are purchased at a premium above principal, the premium is not
guaranteed by the issuing agency and a decline in the market value to par may
result in a loss of the premium, which may be particularly likely in the event
of a prepayment. When and if available, U.S. Government obligations may be
purchased at a discount from face value.
FHLMC Certificates and FNMA Certificates--are mortgage-backed bonds issued by
the Federal Home Loan Mortgage Corporation and the Federal National Mortgage
Association, respectively, and are guaranteed by the U.S. Government.
GSA Participation Certificates--are participation certificates issued by the
General Services Administration of the U.S. Government and are guaranteed by the
U.S. Government.
New Communities Debentures--are debentures issued in accordance with the
provisions of Title IV of the Housing and Urban Development Act of 1968, as
supplemented and extended by Title VII of the Housing and Urban Development Act
of 1970, the payment of which is guaranteed by the U.S. Government.
Public Housing Bonds--are bonds issued by public housing and urban renewal
agencies in connection with programs administered by the Department of Housing
and Urban Development of the U.S. Government, the payment of which is secured by
the U.S. Government.
Penn Central Transportation Certificates--are certificates issued by Penn
Central Transportation and guaranteed by the U.S. Government.
SBA Debentures--are debentures fully guaranteed as to principal and interest by
the Small Business Administration of the U.S. Government.
Washington Metropolitan Area Transit Authority Bonds--are bonds issued by the
Washington Metropolitan Area Transit Authority. Some of the bonds issued prior
to 1993 are guaranteed by the U.S. Government.
FHLMC Bonds--are bonds issued and guaranteed by the Federal Home Loan Mortgage
Corporation. These bonds are not guaranteed by the U.S. Government.
Federal Home Loan Bank Notes and Bonds--are notes and bonds issued by the
Federal Home Loan Bank System and are not guaranteed by the U.S. Government.
Student Loan Marketing Association ("Sallie Mae") Notes and bonds--are notes and
bonds issued by the Student Loan Marketing Association and are not guaranteed by
the U.S. Government.
D.C. Armory Board Bonds--are bonds issued by the District of Columbia Armory
Board and are guaranteed by the U.S. Government.
Export-Import Bank Certificates--are certificates of beneficial interest and
participation certificates issued and guaranteed by the Export-Import Bank of
the U.S. and are guaranteed by the U.S. Government.
In the case of securities not backed by the "full faith and credit" of the U.S.
Government, the investor must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment, and may not be able to
assert a claim against the U.S. Government itself in the event the agency or
instrumentality does not meet its commitments.
Investments may also be made in obligations of U.S. Government agencies or
instrumentalities other than those listed above.
<PAGE>
PART C
OTHER INFORMATION
<PAGE>
C-3
Item 23. Exhibits
Item (a) - articles of incorporation of the Fund, as amended, are
attached hereto.
Item (b) - bylaws of the Fund, as amended, are attached hereto.
Items (c), (f), (h), (k), (l), (m), (n) and (o) are not
applicable.
Item (d) - The investment advisory agreement for the Fund,
including all amendments thereto, is incorporated by reference to
Registrant's Post Effective Amendment No. 64 to its Registration
Statement filed via EDGAR on July 19, 1999.
Item (e) - principal underwriting agreement, is incorporated by
reference to Registrant's Post Effective Amendment No. 64 to its
Registration Statement filed via EDGAR on July 19, 1999.
Item (g) - custodian agreements, are attached hereto.
Item (i) - legal opinion of Helliwell, Melrose & DeWolf, P.A., is
attached hereto.
Item (j) - written consent of Deloitte & Touche LLP, Independent
Auditors for the Fund, is attached hereto.
Item 24. Persons Controlled by or under Common Control with Registrant.
-------------------------------------------------------------
See page C-2.
Item 25. Indemnification.
---------------
Item 4, Part II of Registrant's Pre-Effective Amendment No. 1 to its
Registration Statement is herein incorporated by reference.
<PAGE>
ORGANIZATIONAL CHART
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Power Corporation of Canada
100% - 2795957 Canada Inc.
100% - 171263 Canada Inc.
67.4% - Power Financial Corporation 80.9% - Great-West
Lifeco Inc.
100% - The Great-West Life Assurance Company
100% - GWL&A Financial (Nova Scotia) Co.
100% GWL&A Financial, Inc.
100% - Great-West Life & Annuity Insurance Capital I
100% - Great-West Life & Annuity Insurance Company
100% - Anthem Health & Life Insurance Company
100% - AH&L Agency, Inc.
100% - First Great-West Life & Annuity Insurance Company
100% - GW Capital
Management, LLC 100% -
Orchard Capital
Management, LLC 100% -
Greenwood Investments,
Inc.
100% - Financial Administrative Services Corporation
100% - One Corporation
100% - One Health Plan of Alaska, Inc.
100% - One Health Plan of Arizona, Inc.
100% - One of Arizona, Inc.
100% - One Health Plan of California, Inc.
100% - One Health Plan of Colorado, Inc.
100% - One Health Plan of Florida, Inc.
100% - One Health Plan of Georgia, Inc.
100% - One Health Plan of Illinois, Inc.
100% - One Health Plan of Indiana, Inc.
100% - One Health Plan of Maine, Inc.
100% - One Health Plan of Massachusetts, Inc.
100% - One Health Plan of Nevada, Inc.
100% - One Health Plan of New Hampshire, Inc.
100% - One Health Plan of New Jersey, Inc.
100% - One Health Plan of North Carolina, Inc.
100% - One Health Plan of Ohio, Inc.
100% - One Health Plan of Oregon, Inc.
100% - One Health Plan of South Carolina, Inc.
100% - One Health Plan of Tennessee, Inc.
100% - One Health Plan of Texas, Inc.
100% - One Health Plan, Inc.
100% - One Health Plan of Washington, Inc.
100% - One Health Plan of Wisconsin, Inc.
100% - One Health Plan of Wyoming, Inc.
100% - One Orchard Equities, Inc.
100% - Great-West Benefit Services, Inc.
100% - Benefits Communication Corporation
100% - BenefitsCorp Equities, Inc.
100% - Greenwood Property Corporation
93.6% - Maxim Series Fund, Inc.*
100% - GWL Properties Inc.
100% - Great-West Realty Investments, Inc.
50% - Westkin Properties Ltd.
89.4%- Orchard Series Fund**
100% - Orchard Trust Company
100% - National Plan Coordinators of Delaware, Inc.
100% - NPC Securities, Inc.
100% - NPC Administrative Services
Corporation
100% - Deferred Comp of Michigan, Inc.
100% - National Plan Coordinators of
Washington, Inc.
100% - National Plan Coordinators of Ohio, Inc.
100% - Renco, Inc.
100% - P.C. Enrollment Services &
Insurance Brokerage, Inc.
</TABLE>
* 6% New England Life Insurance Company
** 10% New England Life Insurance Company
<PAGE>
Item 26. Business and Other Connections of Investment Adviser.
----------------------------------------------------
Registrant's investment adviser, GW Capital Management, LLC ("GW Capital
Management"), is a wholly-owned subsidiary of Great-West Life & Annuity
Insurance Company ("GWL&A"), which is an indirect wholly-owned subsidiary of The
Great-West Life Assurance Company. GW Capital Management provides investment
advisory services to various unregistered separate accounts of GWL&A, Great-West
Variable Annuity Account A, the Orchard Series Fund and the Maxim Series Fund,
Inc., which are registered investment companies. The managers and officers of GW
Capital Management have held, during the past two fiscal years, the following
positions of a substantial nature:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Name Position(s)
- ---- -----------
John T. Hughes Manager and President, GW Capital Management; Senior Vice
President and Chief Investment Officer, Great-West GWL&A;
Chairman and Director, GWL Properties Inc.; Director,
Great-West Realty Investment, Inc. and Orchard Capital
Management, LLC.
Wayne Hoffmann Manager, GW Capital Management; Vice
President, Investments, Great-West and GWL&A;
Director, Orchard Capital Management, LLC.
S. Mark Corbett Manager, GW Capital Management; Vice President, Investments,
Great-West and GWL&A; Director, Orchard Capital Management, LLC.
J.D. Motz Manager, GW Capital Management; Executive Vice President,
Employee Benefits, Great-West, GWL&A and First Great-West Life
& Annuity Insurance Company; Vice Chairman and Chief Executive
Officer, Alta Health & Life Insurance Company; Director,
President and Chairman, Orchard Series Fund, Maxim Series Fund,
Inc. and Great-West Variable Annuity Account A; Chairman and
President, One Corporation and Great-West Benefit Services,
Inc.; Director and Executive Vice President, Orchard Trust
Company; Director, Financial Administrative Services
Corporation, Orchard Capital Management, LLC, One Health Plan
of Illinois, Inc., One Health Plan of Texas, Inc., One Health
Plan of California, Inc., One Health Plan of Colorado, Inc.,
One Health Plan of North Carolina, Inc., One Health Plan of
Washington, Inc., One Health Plan of Ohio, Inc., One Health
Plan of Tennessee, Inc., One Health Plan of Florida, Inc., One
Health Plan of Indiana, Inc., One Health Plan of Massachusetts,
Inc., One Health Plan, Inc., One Health Plan of Alaska, Inc.,
One Health Plan of Arizona, Inc., One Health Plan of Maine,
Inc., One Health Plan of Nevada, Inc., One Health Plan of New
Hampshire, Inc., One Health Plan of New Jersey, Inc., One
Health Plan of South Carolina, Inc., One Health Plan of
Wisconsin, Inc., One Health Plan of Wyoming, Inc.
D.L. Wooden Manager, GW Capital Management; Executive Vice President,
Financial Services, Great-West, GWL&A and First Great-West Life
& Annuity Insurance Company; Director, Chairman, President and
Chief Executive Officer, Orchard Trust Company; Director,
Orchard Series Fund, Maxim Series Fund, Inc., Great-West
Variable Annuity Account A, Financial Administrative Services
Corporation, Orchard Capital Management, LLC and Orchard Trust
Company.
James M. Desmond Vice President, GW Capital Management; Assistant Vice
President, Investments, Great-West and GWL&A.
David G. McLeod Treasurer, GW Capital Management; Vice President, Investment
Operations, Great-West, GWL&A, First Great-West Life & Annuity
Insurance Company, Orchard Trust Company, National Plan
Coordinators of Delaware, Inc., Renco, Inc., P.C. Enrollment
Services & Insurance & Brokerage, Inc., National Plan
Coordinators of Washington, Inc., National Plan Coordinators of
Ohio, Inc. Deferred Comp of Michigan, Inc., and Financial
Administrative Services Corporation; Treasurer, Maxim Series
Fund, Inc., Orchard Series Fund, Great-West Variable Annuity
Account A and Orchard Capital Management, LLC; Director,
BenefitsCorp Equities, Inc., NPC Securities, Inc. and Greenwood
Investments, Inc.
Beverly A. Byrne Secretary, GW Capital Management; Assistant Vice President and
Associate Counsel, Great-West; Assistant Vice President,
Associate Counsel and Assistant Secretary, GWL&A, GWL&A
Financial Inc., First Great-West Life & Annuity Insurance
Company and Alta Health & Life Insurance Company; Assistant
Vice President, Associate Counsel and Secretary, Financial
Administrative Services Corporation; Secretary, One Orchard
Equities, Inc., Greenwood Investments, Inc., BenefitsCorp
Equities, Inc., Benefits Communication Corporation, Orchard
Capital Management, LLC, National Plan Coordinators of
Delaware, Inc., NPC Securities, Inc., NPC Administrative
Services Corporation, Renco, Inc., Deferred Comp of Michigan,
Inc., National Plan Coordinators of Washington, Inc., National
Plan Coordinators of Ohio, Inc., P.C. Enrollment Services &
Insurance Brokerage, Inc., Great-West Benefit Services, Inc.,
Great-West Variable Annuity Account A, and Maxim Series Fund,
Inc.
Item 27. Principal Underwriter.
---------------------
(a) Orchard Series Fund
(b) The principal business address of the
directors and officers of One Orchard named
below is 8515 East Orchard Road, Englewood,
Colorado 80111.
Positions and Offices Positions and Offices
Name with One Orchard with Registrant
------ --------------------- --------------------
Steve Miller Director and President None
Stan Kenyon Director None
Steve Quenville Director None
Mark Hackl Director None
Patricia Neal Jensen Director None
Glen R. Derback Treasurer Treasurer
Beverly A. Byrne Secretary Secretary
</TABLE>
(c) Not applicable.
Item 28.Location of Accounts and Records.
All accounts, books, and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder
are maintained in the physical possession of: Maxim Series Fund, Inc., 8515 East
Orchard Road, Englewood, Colorado 80111; GW Capital Management, LLC, 8515 East
Orchard Road, Englewood, Colorado 80111;
Item 29. Management Services.
-------------------
Not applicable.
Item 30. Undertakings.
------------
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.
S-2
S-1
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) and has
duly caused Post-Effective Amendment No. 67 to the Registration Statement to be
signed on its behalf, in the City of Englewood, State of Colorado, on the 23rd
day of February, 2000.
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. 67 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 February 23, 2000
- ------------------------------------ -------------
Chairman and Director (J.D. Motz)
/s/ R. Jennings* February 23, 2000
- -------------------------------------------- -------------
Director (R. Jennings)
/s/ R.P. Koeppe* February 23, 2000
- -------------------------------------------- -------------
Director (R.P. Koeppe)
/s/ D.L. Wooden February 23, 2000
- -------------------------------------------- -------------
Director (D.L. Wooden)
/s/ S. Zisman* February 23, 2000
- ------------------------------------ --------------
Director (S. Zisman)
/s/ D.G. Mcleod February 23, 2000
- -------------------------------------------- -------------
Treasurer (D.G. Mcleod)
*By: /s/ B.A. Byrne February 23, 2000
------------------------------- --------------
B.A. Byrne
Attorney-in-fact pursuant to Powers of Attorney filed under Post-Effective
Amendment No. 57 to this Registration Statement.
<PAGE>
SIGNATURES
Vista Growth and Income Portfolio certifies that it meets all the requirements
for effectiveness of this Registration Statement pursuant to Rule 485(b) and has
duly caused this Post-Effective Amendment to the Registration Statement on Form
N-1A of Maxim Series Fund, Inc., to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and the State of New York, on
the 28th day of February, 2000.
GROWTH AND INCOME PORTFOLIO
By: /s/ H.Richard Vartabedian
H. Richard Vartabedian
President and Trustee
This Registration Statement on Form N-1A of Maxim Series Fund, Inc. has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<S> <C> <C>
/s/ H.Richard Vartabedian President and February 28, 2000
- ------------------------------------ --------------
H. Richard Vartabedian Trustee
/s/Fergus Reid, III* Chairman February 28, 2000
Fergus Reid, III
/s/William J. Armstrong* Trustee February 28, 2000
William J. Armstrong
/s/John R.H. Blum* Trustee February 28, 2000
John R.H. Blum
/s/Jospeph J. Harkins* Trustee February 28, 2000
Joseph J. Harkins
/s/Richard E. Ten Haken* Trustee February 28, 2000
Richard E. Ten Haken
/s/Stuart W. Cragin, Jr.* Trustee February 28, 2000
- -----------------------------
Stuart W. Cragin, Jr.
/s/Irving Thode* Trustee February 28, 2000
Irving Thode
/s/W. Perry Neff* Trustee February 28, 2000
W. Perry Neff
/s/ Roland R. Eppley, Jr.* Trustee February 28, 2000
- -----------------------------
Roland R. Eppley, Jr.
/s/W.D. MacCallan* Trustee February 28, 2000
W.D. MacCallan
/s/ Sarah E. Jones* Trustee February 28, 2000
Sarah E. Jones
/s/ Leonard M. Spalding, Jr.* Trustee February 28, 2000
- -----------------------------
Leonard M. Spalding, Jr.
/s/ H.Richard Vartabedian Attorney in Fact*
February 28th, 2000
H. Richard Vartabedian
/s/ Martin Dean Treasurer and February 28th, 2000
- ------------------------------------ --------------
Martin Dean Principal Accounting Officer
</TABLE>
<PAGE>
Exhibit 23 (a)
Articles of Incorporation, as amended
<PAGE>
ARTICLES OF INCORPORATION
OF
INSURAMERICA SERIES FUND, INC.
ARTICLE I
THE UNDERSIGNED, JAMES F. JORDEN, whose post office address is 1666 K Street,
N.W., Washington, D.C. 20006, being at least 18 years of age, does hereby act as
incorporate, under and by virtue of the General Corporation Laws of the State of
Maryland authorizing the formation of corporations and with the intention of
forming a corporation.
ARTICLE II
NAME
The name of the corporation is INSURAMERICA SERIES FUND, INC.
ARTICLE II
PURPOSE AND POWERS
The purpose or purposes for which the Corporation is formed and the business or
objects to be transacted, carried on and promoted by it are as follows:
(1) To conduct and carry on the business of an investment company of the
management type.
(2) To hold invest and reinvest its assets in securities, and in connection
therewith to hold part or all of its assets in cash.
(3) To issue and sell shares of its own capital stock in such amounts and on
such terms and conditions, for such purposes and for such amount or kind of
consideration now or hereafter permitted by the General Corporation Law of the
State of Maryland and by these Articles of Incorporation, as its Board of
Directors may determine, provided, however, that the value of the consideration
per share to be received by the Corporation upon the sale or other disposition
of any shares of its capital stock shall be not less than the net asset value
per share of such capital stock outstanding at the time of such event.
(4) To redeem, purchase or otherwise acquire, hold, dispose of resell, transfer,
reissue or cancel (all without the vote or consent of the stockholders of the
Corporation) shares of its capital stock, in any manner and to the extent now or
hereafter permitted by the General Corporation Law of the State of Maryland and
by these Articles of Incorporation.
<PAGE>
(5) To do any and all such further acts or things and to exercise any and all
such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of any of the foregoing purposes or objects.
The Corporation shall be authorized to exercise and enjoy all the powers, rights
and privileges granted to, or conferred upon, corporations by the General
Corporation Law of the State of Maryland now or hereafter in force, and the
enumeration of the foregoing shall not be deemed to exclude any powers, rights
or privileges so granted or conferred.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the corporation in this state
is c/o The Corporation Trust, Inc., First Maryland Building, 25 South Charles
Street, Baltimore, Maryland 21201. The name of the resident agent of the
corporation in this State is the Corporation Trust, Inc., a corporation of this
State, and the post office address of the resident agent is First Maryland
Building, 25 South Charles Street, Baltimore, Maryland 21201.
ARTICLE V
CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall have
authority to issue is ONE BILLION (1,000,000,000) shares of the par value of Ten
Cents ($0.10) per share and of the aggregate par value of $100,000,000. All
shares shall be issued, if at all, in series. Two hundred million (200,000,000)
shares shall be allocated to a class of Common Stock designated Money Market
Portfolio Common Stock, subject, however, to the powers hereinafter granted to
the Board of Directors. The balance of eight hundred million (800,000,000)
shares of such stock may be issued in this class, or in any new class or classes
each comprising such number of shares and having such designations, such powers,
preferences and rights and such qualifications, limitations, restrictions
thereof as shall be fixed and determined from time to time by resolution or
resolutions providing for the issuance of such stock adopted by the Board of
Directors, to whom authority so to fix and determining the same is hereby
expressly granted. In addition, the Board of Directors is hereby expressly
granted authority to change the designation of any class, and to increase or
decrease the number of shares of any class, but the number of shares of any
class shall not be decreased by the Board of Directors below then umber of
shares thereof then outstanding.
Unless otherwise provided in the resolution of the Board of Directors providing
for the issuance of shares in any new class or classes not designated in this
Article, each class of stock of the Corporation shall have the following powers,
preferences and rights, and limitations thereof:
<PAGE>
- 34 -
(a) The holders of each share of stock of the Corporation shall be entitled to
one vote for each full share, and a fractional vote for each fractional
share of stock, irrespective of the class, then standing in his name on the
books of the Corporation. On any matter submitted to a vote of Stockholders,
all share of the Corporation then issued an outstanding and entitled to vote
shall be voted in the aggregate and not by class except that (1) when
otherwise expressly required by the Maryland General Corporation Law or the
Investment Company Act of 1940, as amended, shares shall be voted by
individual class; (2) only shares of the respective portfolios are entitled
to vote on matters concerning only that Portfolio; and (3) fundamental
policies, as specified in Article XIV of the by-laws, may not be changed,
unless a change affects only one Portfolio, without the approval of the
holders of a majority [as defined under the Investment Company Act of 1940]
of the shares of each Portfolio affected by the change.
(b) Each class of stock of the Corporation shall have the following powers,
preferences or other special rights, and the qualifications, restrictions,
and limitations thereof shall be as follows:
(1) The shares of each Portfolio, when issued, will be fully paid and
non-assessable, have no preference, preemptive, conversion, exchange, or
similar rights, and will be freely transferable.
(2) The Board of Directors may from time to time declare and pay dividends
or distributions, in stock or in cash, on any or all classes of stock,
the amount of such dividends and distributions and the payment of them
being wholly in the discretion of the Board of Directors.
(i) Dividends or distributions on shares on any class of stock shall be
paid only out of earned surplus or other lawfully available assets
belonging to such class.
(ii) Inasmuch as one goal of the Corporation is to qualify as a "regulated
investment company" under the Internal Revenue Code of 1954, as
amended, or any successor or comparable statute thereto, and
Regulations promulgated thereunder, and inasmuch as the computation of
net income and gains for Federal income tax purposes may vary from the
computation thereof on the books of the Corporation, the Board of
Directors hall have the power in its discretion to distribute in any
fiscal years as dividends, including dividends designated in whole or
in part s capital gains distributions, amounts sufficient in the
opinion of the Board of Directors, to enable the Corporation to
qualify as a regulated investment company and to avoid liability for
the Corporation for Federal income tax in respect of that year. In
furtherance, and not in limitation of the foregoing, in the vent that
a class of shares has a net capital loss for a fiscal year, and to the
extent that a capital loss for a fiscal year offsets net capital gains
from one or more of the other classes, the amount to be deemed
available for distribution to the class or classes with the net
capital gain may be reduced by the amount offset.
(3) The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with its
share of the general liabilities of the Corporation in proportion to the
asset value of the respective classes. The determination of the Board of
Directors shall be conclusive as to the amount of liabilities, the
allocation of the same as to a given class, and as to whether the same
or general assets of the Corporation are allocable to one or more
classes.
ARTICLE VI
PROVISIONS FOR DEFINING, LIMITING, AND REGULATING
CERTAIN POWERS OF THE CORPORAITON AND OF
THE DIRECTORS AND STOCKHOLDERS
(1) The number of directors of the Corporation shall be three (3), which
number may be increased or decreased pursuant to the bylaws of the
Corporation but shall never be less than three (3). The names of the
directors who shall act until the first annual meeting or until their
successors are duly elected and qualify are:
James F. Jorden
D. Craig Lennox
Robert A. Slepicka
(2) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock,
whether now or hereafter authorized, for such consideration as the Board
of Directors may deem advisable, subject to such limitations as may be
set forth in these Articles of Incorporation or in the by-laws of the
Corporation or in the General Corporation Law of the State of Maryland.
(3) No holder of stock of the Corporation shall, as such holder, have nay
right to purchase or subscribe for any shares of the capital stock of
the Corporation or any other security of the Corporation which it may
issue or sell (whether out of the number of share authorized by these
Articles of Incorporation, or out of any shares of the capital stock of
the Corporation acquired by it after the issue thereof, or otherwise)
other than such right, if any, as the Board of Directors, in its
discretion, may determine.
(4) Each director and each officer of the Corporation shall be indemnified
by the Corporation to the full extent permitted by the General Laws of
the State of Maryland.
(5) The Board of Directors of the Corporation may make, alter or repeal from
time to time any of the by-laws of the Corporation except any particular
by-law which is specified as not subject to alteration or repeal by the
Board of Directors, subject to the requirements of the Investment
Company Act of 1940, as amended.
ARTICLE VII
REDEMPTION
Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, and all shares of capital stock issued by the
Corporation shall be subject to redemption by the Corporation, at the redemption
price of such shares as in effect from time to time as may be determined by the
Board of Directors of the Corporation in accordance with the provisions hereof,
subject to the right of the Board of Directors of the Corporation to suspend the
right of redemption of shares of capital stock of the Corporation or postpone
the date of payment of such redemption price in accordance with provisions of
applicable law. The redemption price of shares of capital stock of the
Corporation shall be the net asset value thereof as determined by the Board of
Directors of the Corporation from time to time in accordance with the provisions
of applicable law, less such redemption fee or other charge, if any, as may be
fixed by resolution of the Board of Directors of the Corporation. Payment of the
redemption price shall be made in cash by the Corporation at such time and in
such manner as may be determined by the Board of Directors of the Corporation.
ARTICLE VIII
DETERMINATION BINDING
Any determination made in good faith, so far as accounting matters are
involved, in accordance with accepted accounting practice by or pursuant to the
direction of the Board of Directors, as to the amount of assets, obligations or
liabilities of the Corporation, as to the amount of net income of the
Corporation from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which such reserves
or charges shall have been created or shall have been paid or discharged or
shall be then or thereafter required to be paid or discharged), as to the price
of any security owned by the Corporation or as to any other matter relating to
the issuance, sale, redemption or other acquisition or disposition of securities
or shares of capital stock of the Corporation, and any reasonable determination
made in good faith by the Board of Directors as to whether any transaction
constitutes a purchase of securities on "margin", a sale of securities "short",
or an underwriting of the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any securities,
shall be final and conclusive, and shall be binding upon the Corporation and all
holders of its capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital stock or
acceptance of share certificates, that any and all such determinations shall be
binding as aforesaid. No provision of these Articles of Incorporation shall be
effective to (a) required a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder or (b) protect or purport to protect any director
or officer of the Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
ARTICLE IX
PERPETUAL EXISTENCE
The duration of the Corporation shall be perpetual.
<PAGE>
ARTICLE X
AMENDMENT
The Corporation reserves the right from time to time to make any
amendment of its charter, now or hereafter authorized by law, including any
amendment which alters the contract rights, as expressly set forth in its
charter, of any outstanding stock.
IN WITNESS WHEREOF, the undersigned incorporator of INSURAMERICA SERIES
FUND, INC. hereby executes the foregoing Articles of Incorporation and
acknowledges the same to be his act and further acknowledges that, to the best
of his knowledge, the matters and facts set forth therein are true in all
material respects under the penalties of perjury.
Dated the 2nd day of December, 1981.
/s/ James F. Jorden
James F. Jorden
1666 K Street, N.W.
Washington, D.C 20006
<PAGE>
INSURAMERICA SERIES FUND, INC.
ARTICLES OF AMENDMENT
INSURAMERICA SERIES FUND, INC., a Maryland corporation, having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The charter of the Corporation is hereby amended by striking out in
Article II the name INSURAMERICA SERIES FUND, INC. and inserting in lieu thereof
the following: MAXIM SERIES FUND, INC.
SECOND:The board of directors of the Corporation, at a meeting duly
convened and held on March 4, 1982, adopted a resolution in which was set forth
the foregoing amendment to the charter, declaring that the said amendment of the
charter was advisable and directing that it be submitted for action by unanimous
written consent and waiver of all stockholders.
THIRD: A consent in writing, setting forth approval of the amendment of
the charter of the Corporation hereinabove set forth, was signed by all
stockholders of the Corporation entitled to vote thereon and such consent is
filed with the records of the Corporation.
FOURTH:The amendment of the charter of the Corporation as hereinabove
set forth has been duly advised by the board of directors and approved by the
stockholders of the Corporation.
In witness whereof INSURAMERICA SERIES FUND, INC. has caused these presents
to be signed in its name on its behalf by its President and attested by its
secretary on March 9, 1982.
Attest: INSURAMERICA SERIES FUND. INC.
_/s/ James F. Jorden_______ By: _/s/ D. Craig Lennox______________
------------------- -------------------
James F. Jorden - Secretary D. Craig Lennox, President
Canada )
) ss.
Province of Manitoba )
I hereby certify that on March, 9, 1982, before me, a notary public of
Manitoba, Canada, personally appeared D. CRAIG LENNOX, President of INSURAMERICA
SERIES FUND, INC., a Maryland corporation, and in the name and on behalf of said
corporation acknowledged the foregoing Articles of Amendment to be the corporate
act of said corporation and further made oath in due form of law that the
matters and facts set forth in said Articles of Amendment with respect to the
approval thereof are true to the best of his knowledge, information and belief.
Witness my hand and notarial seal the day and year last above written.
_/s/ Sheila Wagar___________
----------------
Notary Public
My Commission Expires:
_____________________ (SEAL) My Commission does not expire in as much as I am a
member in good standing of the Law Society of Manitoba.
A NOTARY PUBLIC
IN AND FOR THE PROVINCE OF MANITOBA
The undersigned, President of INSURAMERICA SERIES FUND, INC., who
executed on behalf of said corporation the foregoing Articles of Amendment, of
which the certificate is made a part, hereby acknowledges, in the name and on
behalf of said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under the
penalties of perjury.
_/s/ D. Craig Lennox______
-------------------
D. Craig Lennox
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority contained in Article V of the Articles
of Incorporation One Hundred Million (100,000,000) shares of authorized but
unissued shares of unclassified common stock have been duly classified by the
Board of Directors of the Corporation as authorized but unissued shares of the
Bond Portfolio Common Stock.
SECOND: Pursuant to the authority contained in Article V of the Articles
of Incorporation One Hundred Million (100,000,000) shares of authorized but
unissued shares of unclassified common stock have been duly classified by the
Board of Directors of the Corporation as authorized but unissued shares of the
Equity Portfolio Common Stock.
THIRD: The description of the Bond Portfolio Common Stock and Equity
Portfolio Common Stock is the same as the description of the Corporation's
capital stock set forth in Article V of its Articles of Incorporation.
THIRD: The creation of two new classes of authorized but unissued shares
as set forth in these Articles Supplementary has effected no change in the
authorized capital of the corporation consisting of One Billion (1,000,000,000)
shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to
One Hundred Million Dollars ($100,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 20th day
of December, 1982, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ D.C. Lennox /s/ G.R.
- -------------------------------------- ----------------------
Dinney
Secretary President
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority contained in Article V of the Articles
of Incorporation, One Hundred Million (100,000,000) shares of authorized but
unissued shares of unclassified common stock have been duly classified by the
Board of Directors of the Corporation as authorized but unissued shares of the
Government Guaranteed Portfolio Common Stock.
SECOND: The description of the Government Guaranteed Portfolio Common
Stock is the same as the description of the Corporation's capital stock set
forth in Article V of its Articles of Incorporation.
THIRD: The creation of the new class of authorized but unissued shares
as set forth in these Articles Supplementary has effected no change in the
authorized capital of the corporation consisting of One Billion (1,000,000,000)
shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to
One Hundred Million Dollars ($100,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 29th day
of March, 1985, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ D.C. Lennox /s/ G.R.
- -------------------------------------- ----------------------
Dinney
Secretary President
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority contained in Article V of the Articles
of Incorporation, two new classes of the Corporation's unissued stock have been
duly classified by the Board of Directors of the Corporation, the names of which
are Zero-Coupon Treasury (Maturity 1990) Portfolio Common Stock and Zero-Coupon
Treasury (Maturity 1995) Portfolio Common Stock each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each.
SECOND: The description of the Zero-Coupon Treasury (Maturity 1990)
Portfolio Common Stock and Zero-Coupon Treasury (Maturity 1995) Portfolio Common
Stock is the same as the description of the Corporation's capital stock set
forth in Article V of its Articles of Incorporation.
THIRD: The creation of two new classes of authorized but unissued shares
as set forth in these Articles Supplementary has effected no change in the
authorized capital of the corporation consisting of One Billion (1,000,000,000)
shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to
One Hundred Million Dollars ($100,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 30th day
of September, 1985, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ D.C. Lennox /s/ G.R.
- -------------------------------------- ----------------------
Dinney
Secretary President
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority contained in Article V of the Articles
of Incorporation, a new class of the Corporation's unissued stock has been duly
classified by the Board of Directors of the Corporation, the name of which is
Total Return Portfolio Common Stock consisting of One Hundred Million
(100,000,000) shares with a par value of Ten Cents ($.10) each.
SECOND: The description of the Total Return Portfolio Common Stock is
the same as the description of the Corporation's capital stock set forth in
Article V of its Articles of Incorporation.
THIRD: The creation of a new class of authorized but unissued shares as
set forth in these Articles Supplementary has effected no change in the
authorized capital of the corporation consisting of One Billion (1,000,000,000)
shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to
One Hundred Million Dollars ($100,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 18th day
of August, 1987, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Bruce Loran Cantor /s/ G.R.
- --------------------------------------------- ----------------------
Dinney
- ------
<PAGE>
ARTICLES OF AMENDMENT
OF MAXIM SERIES FUND, INC.
Maxim Series Fund, Inc., a Maryland corporation having its principal office
in the City of Baltimore, Maryland (hereinafter called the "Corporation") hereby
certifies to the State Department of Assessments and Taxation that:
FIRST: The charter of the Corporation is hereby amended by the changes
set forth below to the Articles Supplementary filed with the Maryland State
Department of Assessments and Taxation on April 8, 1985 pursuant to Article V of
the Articles of Incorporation which were filed with the Maryland State
Department of Assessments and Taxation on December 7, 1981. The following is
inserted after the third paragraph to such Articles Supplementary:
WHEREAS, on March 17, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation,
authorized the name of such class of stock to be changed to Government
and High Quality Securities Portfolio Common Stock, and, on April 30,
1987, the Stockholders approved the change of the name of such class to
Government and High Quality Securities Portfolio Common Stock.
In addition, paragraph FIRST and SECOND in such Articles Supplementary are
amended to change the name of the "Government Guaranteed Portfolio Common Stock"
to "Government and High Quality Securities Portfolio Common Stock."
SECOND: The amendment of the charter of the Corporation as hereinabove set ofrth
has been duly authorized by the Board of Directors and approved by the
Stockholders of the Corporation on March 12, 1987 and April 30, 1987,
respectively.
IN WITNESS WHEREOF: Maxim Series Fund has caused these presents to be
signed in its name and on its behalf by its President or one of its Vice
Presidents and attested by its Secretary or one of its Assistant Secretaries on
this 18th day of August, 1987.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Bruce Loran Cantor By: /s/ G.R. Derback
- ----------------------------- ----------------
The undersigned, President (or Vice President) of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles of Amendment, of
which the certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under the
penalties of perjury.
_/s/ G.R. Derback______
----------------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority contained in Article V of the Articles
of Incorporation, One Hundred Million (100,000,000) of the Corporation's
authorized and unissued shares with a par value of Ten cents ($0.10) each has
been classified as Growth Portfolio Common Stock so that the total number of
shares classified as Growth Portfolio Common Stock is Two Hundred Million
(200,000,000) shares with a par value of Ten cents ($0.10).
SECOND: The description of the Growth Portfolio Common Stock is the same as
the description of the Corporation's capital stock set forth in Article V of its
Articles of Incorporation.
THIRD: The classification of the Corporation's authorized but unissued
shares as set forth in these Articles Supplementary has effected no change in
the authorized capital of the corporation consisting of One Billion
(1,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in
the aggregate to One Hundred Million Dollars ($100,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 27th day
of January, 1989, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Bruce Loran Cantor /s/ R.B.
- --------------------------------------------- ----------------------
Lurie
- -----
Title: Assistant Secretary Title: Vice President and Secretary
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ R.B.
-------------------------
Lurie
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this 27th day of January, 1989.
_/s/ Vickie L. Armstrong
Notary Public
My Commission Expires: 8-18-92
---------
<PAGE>
ARTICLES OF AMENDMENT
OF MAXIM SERIES FUND, INC.
Maxim Series Fund, Inc., a Maryland corporation having its principal office
in the City of Baltimore, Maryland (hereinafter called the "Corporation") hereby
certifies to the State Department of Assessments and Taxation that:
FIRST: The charter of the Corporation is hereby amended by the changes
set forth below to the Articles Supplementary filed with the Maryland State
Department of Assessments and Taxation on April 8, 1985 pursuant to Article V of
the Articles of Incorporation which were filed with the Maryland State
Department of Assessments and Taxation on December 7, 1981, as such Articles
Supplementary were amended by Articles of Amendment filed with the Department on
August 20, 1987. The following is inserted after the third paragraph to such
Articles Supplementary:
WHEREAS, on January 18, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation,
authorized the name of such class of stock to be changed to U.S.
Government Securities Portfolio Common Stock, and, on April 23, 1990,
the Stockholders approved the change of the name of such class to U.S.
Government Securities Portfolio Common Stock.
In addition, paragraph FIRST and SECOND in such Articles Supplementary are
amended to change the name of the "Government and High Quality Securities
Portfolio Common Stock" to "U.S.
Government Securities Portfolio Common Stock."
SECOND: The amendment of the charter of the Corporation as hereinabove set forth
has been duly authorized by the Board of Directors and approved by the
Stockholders of the Corporation on January 18, 1990 and April 23, 1990,
respectively.
IN WITNESS WHEREOF: Maxim Series Fund has caused these presents to be
signed in its name and on its behalf by its President or one of its Vice
Presidents and attested by its Secretary or one of its Assistant Secretaries on
this 23rd day of April, 1990.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Ruth B. Lurie By: /s/ G.R. Dinney
- ---------------------- ---------------
Ruth B. Lurie, Secretary G.R. Dinney, President
The undersigned, President of Maxim Series Fund, Inc., who executed on behalf of
said Corporation the foregoing Articles of Amendment, of which the certificate
is made a part, hereby acknowledges, in the name and on behalf of said
Corporation, the foregoing Articles of Amendment to be the corporate act of said
Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.
_/s/ G.R. Dinney______
---------------
G.R. Dinney, President
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority contained in Article V of the Articles
of Incorporation, One Hundred Million (100,000,000) of the Corporation's
authorized and unissued shares with a par value of Ten cents ($0.10) each has
been classified as Growth Portfolio Common Stock so that the total number of
shares classified as Growth Portfolio Common Stock is Three Hundred Million
(300,000,000) shares with a par value of Ten cents ($0.10).
SECOND: The description of the Growth Portfolio Common Stock is the same as
the description of the Corporation's capital stock set forth in Article V of its
Articles of Incorporation.
THIRD: The classification of the Corporation's authorized but unissued
shares as set forth in these Articles Supplementary has effected no change in
the authorized capital of the corporation consisting of One Billion
(1,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in
the aggregate to One Hundred Million Dollars ($100,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 25th day
of October, 1990, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ G.R.
- --------------------------------------- -------------------
Dinney
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ G.R.
-------------------------
Dinney
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this 2nd day of January, 1991.
_/s/ Mary Stibal ______
----------------
Notary Public
My Commission Expires: 6-21-94
---------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in Article V of the Articles
of Incorporation, the Board of Directors of the Corporation, on August 5, 1992,
has redesignated the One Hundred Million (100,000,000) shares of the
Corporation's common stock authorized and unissued as Zero-Coupon Treasury
Portfolio (Maturity 1990) Common Stock, with a par value of Ten cents ($0.10)
each, as Bond Portfolio Common Stock so that the total number of shares
classified as Bond Portfolio Common Stock is Two Hundred Million (200,000,000)
shares with a par value of Ten cents ($0.10).
THIRD: The description of the Bond Portfolio Common Stock is the same as
the description of the Corporation's capital stock set forth in Article V of its
Articles of Incorporation.
FOURTH: Pursuant to the authority contained in the Articles of
Incorporation and in accordance with Section 2-105(c) of the General Corporation
Law of the State of Maryland, the Board of Directors of the Corporation, on
August 5, 1992, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($0.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000).
FIFTH: Immediately before the aforementioned increase in the aggregate
number of shares of capital stock of the Corporation that the Corporation has
the authority to issue, (i) the total number of shares of capital stock that
Corporation had authority to issue was One Billion (1,000,000,000) shares of
capital stock with the aggregate par value of all such shares of capital stock
to One Hundred Million Dollars ($100,000,000), and (ii) the total number of
authorized shares of Money Market Portfolio Common Stock, Growth Portfolio
Common Stock, U.S. Government Securities Portfolio Common Stock, Bond Portfolio
Common Stock, Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock and
Total Return Portfolio Common Stock were Two Hundred Million (200,000,000)
shares, Three Hundred Million (300,000,000) shares, One Hundred Million
(100,000,000) shares, Two Hundred Million (200,000,000) shares, One Hundred
Million (100,000,000) shares and One Hundred Million (100,000,000) shares,
respectively, with a par value for each such class of common stock of Ten cents
($0.10).
SIXTH: Immediately after the aforementioned increase in the aggregate
number of shares of capital stock of the Corporation that the Corporation has
authority to issue, (I) the total number of shares of all classes of capital
stock that the Corporation had authority to issue, as increased, is Two Billion
(2,000,000,000) shares of capital stock, with the aggregate par value of all
such shares of capital stock, as increased, of Two Hundred Million Dollars
($200,000,000), and (ii) the total number of authorized shares of Money Market
Portfolio Common Stock, Growth Portfolio Common Stock, U.S. Government
Securities Portfolio Common Stock, Bond Portfolio Common Stock, Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock and Total Return Portfolio
Common Stock were Two Hundred Million (200,000,000) shares, Three Hundred
Million (300,000,000) shares, One Hundred Million (100,000,000) shares, Two
Hundred Million (200,000,000) shares, One Hundred Million (100,000,000) shares
and One Hundred Million (100,000,000) shares, respectively, with a par value for
each such class of common stock, as increased, of Ten cents ($0.10).
SEVENTH: The description of each class of Common Stock is the same as the
description of the Corporation's capital stock set forth in Article V of its
Articles of Incorporation.
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 25th day
of November, 1992, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ Dennis
- -------------------------------------- --------------------
Low
- ---
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ Dennis Low
Dennis Low, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this 25th day of November, 1992.
_/s/ Florence A. Aston______
---------------------
Notary Public
My Commission Expires: 4/26/93
---------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the U.S. Government Mortgage Securities Portfolio Common Stock and the
Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which the Board of Directors of the Corporation further authorized the
filing of Articles Supplementary with the State Department of Assessments and
Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in the Articles of
Incorporation, the Board of Directors, on August 5, 1992, has created two (2)
new classes of the Corporation's unissued stock, the names of which are the U.S.
Government Mortgage Securities Portfolio Common Stock and the Investment Grade
Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million
(100,000,000) shares with a par value of Ten cents ($0.10) each.
THIRD: The description of the U.S. Government Mortgage Securities
Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common
Stock is the same as the description of the Corporation's capital stock set
forth in Article V of its Articles of Incorporation.
FOURTH: The creation of two (2) new classes of authorized but unissued
shares as set forth in these Articles Supplementary has effected no change in
the authorized capital of the Corporation consisting of Two Billion
(2,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in
the aggregate to Two Hundred Million Dollars ($200,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 17th day
of December, 1992, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ Dennis
- --------------------------------------------- --------------------
Low
- ---
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ Dennis Low
Dennis Low, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this 17th day of December, 1992.
_/s/ Lisa K. Anselmo________
-------------------
Notary Public
My Commission Expires: 09-25-1994
------------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the U.S. Government Mortgage Securities Portfolio Common Stock and the
Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which the Board of Directors of the Corporation further authorized the
filing of Articles Supplementary with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
six (6) new classes of the Corporation's unissued stock, the names of which are
the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock,
Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock,
International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock,
each consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filings of Articles Supplementary with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Stock Index Common Stock so that the total number of shares
classified as the Stock Index Common Stock was Five Hundred Million
(500,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, in accordance with Section 2-105(c) of the General Corporation Law
of the State of Maryland authorized an additional Two Billion (2,000,000,000)
shares of capital stock with a par value of Ten Cents ($.10) each to bring the
total number of authorized shares to Four Billion (4,000,000,000) shares with a
par value of Ten Cents ($.10) each, and with an aggregate par value of Four
Hundred Million Dollars ($400,000,000), and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in the Articles of
Incorporation, the Board of Directors, on November 19, 1993, has created six (6)
new classes of the Corporation's unissued stock, the names of which are the
Small-Cap Index Portfolio Common Stock, the Growth Index Portfolio Common Stock,
the Value Index Portfolio Common Stock, the Small-Cap Value Portfolio Common
Stock, the International Equity Portfolio Common Stock, and the Mid-Cap
Portfolio Common Stock, each consisting of One Hundred Million (100,000,000)
shares with a par value of Ten Cents ($.10) each.
THIRD: Pursuant to the authority contained in the Articles of
Incorporation, One Hundred Million (100,000,000) of the Corporation's authorized
but unissued shares with a par value of Ten Cents ($.10) each has been
classified as Stock Index Portfolio Common Stock so that the total number of
shares classified as Stock Index Portfolio Common Stock is Five Hundred Million
(500,000,000) shares with a par value of Ten Cents ($.10) each.
FOURTH: The description of the Stock Index Portfolio Common Stock,
Small-Cap Index Portfolio Common Stock, the Growth Index Portfolio Common Stock,
the Value Index Portfolio Common Stock, the Small-Cap Value Portfolio Common
Stock, the International Equity Portfolio Common Stock and Mid-Cap Portfolio
Common Stock is the same as the description of the Corporation's capital stock
set forth in Article V of its Articles of Incorporation.
FIFTH: The creation of six (6) new classes of authorized but unissued
shares as set forth in these Articles Supplementary has effected no change in
the authorized capital of the Corporation consisting of Two Billion
(2,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in
the aggregate to Two Hundred Million Dollars ($200,000,000).
SIXTH: Pursuant to the authority contained in the Articles of
Incorporation and in accordance with Section 2-105(c) of the General Corporation
Law of the State of Maryland, the Board of Directors of the Corporation, on
November 19, 1993, authorized an additional Two Billion (2,000,000,000) shares
of capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Four Billion (4,000,000,000) shares with a par
value of Ten Cents ($0.10) each, and with an aggregate par value of Four Hundred
Million Dollars ($400,000,000).
SEVENTH: Immediately before the aforementioned increase in the aggregate
number of shares of capital stock of the Corporation that the Corporation has
the authority to issue, (i) the total number of shares of capital stock that
Corporation had authority to issue was Two Billion (2,000,000,000) shares of
capital stock with the aggregate par value of all such shares of capital stock
to Two Hundred Million Dollars ($200,000,000), and (ii) the total number of
authorized shares of Money Market Portfolio Common Stock, Stock Index Portfolio
Common Stock, U.S. Government Securities Portfolio Common Stock, Bond Portfolio
Common Stock, Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, Total
Return Portfolio Common Stock, Investment Grade Corporate Bond Portfolio Common
Stock, U.S. Government Mortgage Securities Portfolio Common Stock, Small-Cap
Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index
Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International
Equity Portfolio Common Stock, and Mid-Cap Portfolio Common Stock were Two
Hundred Million (200,000,000) shares, Five Hundred Million (500,000,000) shares,
One Hundred Million (100,000,000) shares, Two Hundred Million (200,000,000)
shares, One Hundred Million (100,000,000) shares, One Hundred Million
(100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred
Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One
Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares,
One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000)
shares, and One Hundred Million (100,000,000) shares, respectively, with a par
value for each such class of common stock of Ten cents ($0.10).
EIGHTH: Immediately after the aforementioned increase in the aggregate
number of shares of capital stock of the Corporation that the Corporation has
authority to issue, (I) the total number of shares of all classes of capital
stock that the Corporation had authority to issue, as increased, is Four Billion
(4,000,000,000) shares of capital stock, with the aggregate par value of all
such shares of capital stock, as increased, of Four Hundred Million Dollars
($400,000,000), and (ii) the total number of authorized shares of Money Market
Portfolio Common Stock, Stock Index Portfolio Common Stock, U.S. Government
Securities Portfolio Common Stock, Bond Portfolio Common Stock, Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, Total Return Portfolio Common
Stock, Investment Grade Corporate Bond Portfolio Common Stock, U.S. Government
Mortgage Securities Portfolio Common Stock, Small-Cap Index Portfolio Common
Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock,
Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common
Stock, and Mid-Cap Portfolio Common Stock were Two Hundred Million (200,000,000)
shares, Five Hundred Million (500,000,000) shares, One Hundred Million
(100,000,000) shares, Two Hundred Million (200,000,000) shares, One Hundred
Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One
Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares,
One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000)
shares, One Hundred Million (100,000,000) shares, One Hundred Million
(100,000,000) shares, One Hundred Million (100,000,000) shares, and One Hundred
Million (100,000,000) shares, respectively, with a par value for each such class
of common stock, as increased, of Ten cents ($0.10).
NINTH: The description of each class of Common Stock is the same as the
description of the Corporation's capital stock set forth in Article V of its
Articles of Incorporation.
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 4th day of
November, 1994, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ Dennis
- --------------------------------------------- --------------------
Low
- ---
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ Dennis Low
Dennis Low, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this 4th day of November, 1994.
_/s/ Lisa K. Anselmo_________
-------------------
Notary Public
My Commission Expires: Oct. 3, 1998
--------------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the U.S. Government Mortgage Securities Portfolio Common Stock and the
Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which the Board of Directors of the Corporation further authorized the
filing of Articles Supplementary with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
six (6) new classes of the Corporation's unissued stock, the names of which are
the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock,
Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock,
International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock,
each consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filings of Articles Supplementary with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Stock Index Common Stock so that the total number of shares
classified as the Stock Index Common Stock was Five Hundred Million
(500,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, in accordance with Section 2-105(c) of the General Corporation Law
of the State of Maryland authorized an additional Two Billion (2,000,000,000)
shares of capital stock with a par value of Ten Cents ($.10) each to bring the
total number of authorized shares to Four Billion (4,000,000,000) shares with a
par value of Ten Cents ($.10) each, and with an aggregate par value of Four
Hundred Million Dollars ($400,000,000), and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
seven (7) new classes of the Corporation's unissued stock, the names of which
are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common
Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive
Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock
and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filings
of Articles Supplementary with the State Department of Assessments and Taxation
of Maryland; and
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as U.S. Government
Securities Common Stock so that the total number of shares classified as U.S.
Government Securities Common Stock was Two Hundred Million (200,000,000) shares
with a par value of Ten Cents ($.10) each and for which the Board of Directors
of the Corporation further authorized the filing of Articles Supplementary with
the State Department of Assessments and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in the Articles of
Incorporation, the Board of Directors, on October 25, 1994, has created seven
(7) new classes of the Corporation's unissued stock, the names of which are the
Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock,
Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive Growth
Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock, and
Maxim Vista Growth & Income Common Stock, each consisting of One Hundred Million
(100,000,000) shares with a par value of Ten Cents ($.10) each.
THIRD: Pursuant to the authority contained in the Articles of
Incorporation, One Hundred Million (100,000,000) of the Corporation's authorized
but unissued shares with a par value of Ten Cents ($.10) each has been
classified as U.S. Government Securities Common Stock so that the total number
of shares classified as U.S. Government Securities Common Stock is Two Hundred
Million (200,000,000) shares with a par value of Ten Cents ($.10) each.
FOURTH: The description of the Maxim INVESCO Small-Cap Growth Common
Stock, Maxim INVESCO ADR Common Stock, Maxim T. Row Price Equity/Income Common
Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock,
Foreign Equity Common Stock and Maxim Vista Growth & Income Common Stock is the
same as the description of the Corporation's capital stock set forth in Article
V of its Articles of Incorporation.
FIFTH: The creation of seven (7) new classes of authorized but unissued
shares as set forth in these Articles Supplementary has effected no change in
the authorized capital of the Corporation consisting of Four Billion
(4,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in
the aggregate to Four Hundred Million Dollars ($400,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 4th day of
November, 1994, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ Dennis
- --------------------------------------------- --------------------
Low
- ---
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ Dennis Low
Dennis Low, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this 4th day of November, 1994.
_/s/ Lisa K. Anselmo_________
-------------------
Notary Public
My Commission Expires: Oct. 3, 1998
--------------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the U.S. Government Mortgage Securities Portfolio Common Stock and the
Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which the Board of Directors of the Corporation further authorized the
filing of Articles Supplementary with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
six (6) new classes of the Corporation's unissued stock, the names of which are
the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock,
Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock,
International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock,
each consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filings of Articles Supplementary with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Stock Index Common Stock so that the total number of shares
classified as the Stock Index Common Stock was Five Hundred Million
(500,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, in accordance with Section 2-105(c) of the General Corporation Law
of the State of Maryland authorized an additional Two Billion (2,000,000,000)
shares of capital stock with a par value of Ten Cents ($.10) each to bring the
total number of authorized shares to Four Billion (4,000,000,000) shares with a
par value of Ten Cents ($.10) each, and with an aggregate par value of Four
Hundred Million Dollars ($400,000,000), and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
seven (7) new classes of the Corporation's unissued stock, the names of which
are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common
Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive
Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock
and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filings
of Articles Supplementary with the State Department of Assessments and Taxation
of Maryland; and
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as U.S. Government
Securities Common Stock so that the total number of shares classified as U.S.
Government Securities Common Stock was Two Hundred Million (200,000,000) shares
with a par value of Ten Cents ($.10) each and for which the Board of Directors
of the Corporation further authorized the filing of Articles Supplementary with
the State Department of Assessments and Taxation of Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Money Market Portfolio Common Stock so that the total number of
shares classified as Money Market Portfolio Common Stock was Three Hundred
Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filing of
Articles Supplementary with the State Department of Assessments and Taxation of
Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so
that the total number of shares classified as U.S. Government Mortgage
Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares
with par value of Ten Cents ($.10) each and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each has been classified as Money Market Portfolio Common Stock so that
the total number of shares classified as Money Market Portfolio Common Stock is
Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10)
each.
THIRD: Pursuant to the authority contained in the Articles of
Incorporation, One Hundred Million (100,000,000) of the Corporation's authorized
but unissued shares with a par value of Ten Cents ($.10) each has been
classified as U.S. Government Mortgage Securities Portfolio Common Stock so that
the total number of shares classified as U.S. Government Mortgage Securities
Common Stock is Two Hundred Million (200,000,000) shares with a par value of Ten
Cents ($.10) each.
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this 8th day of
March, 1995, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ Dennis Low
- --------------------------------------------- --------------------
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ Dennis Low
Dennis Low, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this 8th day of March, 1995.
_/s/ Michael Branstiter_________
----------------------
Notary Public
My Commission Expires: 3/14/98
---------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the U.S. Government Mortgage Securities Portfolio Common Stock and the
Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which the Board of Directors of the Corporation further authorized the
filing of Articles Supplementary with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
six (6) new classes of the Corporation's unissued stock, the names of which are
the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock,
Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock,
International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock,
each consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filings of Articles Supplementary with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Stock Index Common Stock so that the total number of shares
classified as the Stock Index Common Stock was Five Hundred Million
(500,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, in accordance with Section 2-105(c) of the General Corporation Law
of the State of Maryland authorized an additional Two Billion (2,000,000,000)
shares of capital stock with a par value of Ten Cents ($.10) each to bring the
total number of authorized shares to Four Billion (4,000,000,000) shares with a
par value of Ten Cents ($.10) each, and with an aggregate par value of Four
Hundred Million Dollars ($400,000,000), and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
seven (7) new classes of the Corporation's unissued stock, the names of which
are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common
Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive
Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock
and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filings
of Articles Supplementary with the State Department of Assessments and Taxation
of Maryland; and
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as U.S. Government
Securities Common Stock so that the total number of shares classified as U.S.
Government Securities Common Stock was Two Hundred Million (200,000,000) shares
with a par value of Ten Cents ($.10) each and for which the Board of Directors
of the Corporation further authorized the filing of Articles Supplementary with
the State Department of Assessments and Taxation of Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Money Market Portfolio Common Stock so that the total number of
shares classified as Money Market Portfolio Common Stock was Three Hundred
Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filing of
Articles Supplementary with the State Department of Assessments and Taxation of
Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so
that the total number of shares classified as U.S. Government Mortgage
Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares
with par value of Ten Cents ($.10) each and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on May 15, 1995, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Mid-Cap Portfolio
Common Stock so that the total number of shares classified as the Mid-Cap
Portfolio Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filing of Articles Supplementary with the State
Department of Assessment and Taxation of Maryland;
WHEREAS, on July 28, 1995, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
one (1) new class of the Corporation's unissued stock, the name of which is
Short-Term Bond Portfolio Common Stock shares consisting of One Hundred Million
(100,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessment and Taxation of Maryland;
and
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each has been classified as Mid-Cap Portfolio Common Stock so that the
total number of shares classified as Mid-Cap Portfolio Common Stock is Two
Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each.
THIRD: Pursuant to the authority contained in the Articles of
Incorporation, the Board of Directors of the Corporation, on July 28, 1995, has
created one (1) new class of the Corporation's unissued stock, the name of which
is Short-Term Maturity Bond Portfolio Common Stock and consists of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each.
FOURTH: The description of the Short-Term Maturity Bond Portfolio Common
Stock is the same as the description of the Corporation's capital stock set
forth in Article V of its Articles of Incorporation.
FIFTH: The creation of the new class of authorized but unissued shares
as set forth in these Articles Supplementary has effected no change in the
authorized capital of the Corporation consisting of Four Billion (4,000,000,000)
shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to
Four Hundred Million Dollars ($400,000,000).
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this _22nd day
of September, 1995, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ Dennis
- --------------------------------------------- --------------------
Low
- ---
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ Dennis Low
Dennis Low, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this 22nd day of September, 1995.
_/s/ Michael Branstiter_________
----------------------
Notary Public
My Commission Expires: 3/14/98
---------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the U.S. Government Mortgage Securities Portfolio Common Stock and the
Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which the Board of Directors of the Corporation further authorized the
filing of Articles Supplementary with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
six (6) new classes of the Corporation's unissued stock, the names of which are
the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock,
Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock,
International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock,
each consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filings of Articles Supplementary with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Stock Index Common Stock so that the total number of shares
classified as the Stock Index Common Stock was Five Hundred Million
(500,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, in accordance with Section 2-105(c) of the General Corporation Law
of the State of Maryland authorized an additional Two Billion (2,000,000,000)
shares of capital stock with a par value of Ten Cents ($.10) each to bring the
total number of authorized shares to Four Billion (4,000,000,000) shares with a
par value of Ten Cents ($.10) each, and with an aggregate par value of Four
Hundred Million Dollars ($400,000,000), and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
seven (7) new classes of the Corporation's unissued stock, the names of which
are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common
Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive
Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock
and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filings
of Articles Supplementary with the State Department of Assessments and Taxation
of Maryland; and
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as U.S. Government
Securities Common Stock so that the total number of shares classified as U.S.
Government Securities Common Stock was Two Hundred Million (200,000,000) shares
with a par value of Ten Cents ($.10) each and for which the Board of Directors
of the Corporation further authorized the filing of Articles Supplementary with
the State Department of Assessments and Taxation of Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Money Market Portfolio Common Stock so that the total number of
shares classified as Money Market Portfolio Common Stock was Three Hundred
Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filing of
Articles Supplementary with the State Department of Assessments and Taxation of
Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so
that the total number of shares classified as U.S. Government Mortgage
Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares
with par value of Ten Cents ($.10) each and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on May 15, 1995, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Mid-Cap Portfolio
Common Stock so that the total number of shares classified as the Mid-Cap
Portfolio Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filing of Articles Supplementary with the State
Department of Assessment and Taxation of Maryland;
WHEREAS, on July 28, 1995, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
one (1) new class of the Corporation's unissued stock, the name of which is
Short-Term Bond Portfolio Common Stock shares consisting of One Hundred Million
(100,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessment and Taxation of Maryland;
and
WHEREAS, on February 20, 1996, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each to Money Market Portfolio Common Stock so that the total number of
shares classified as the Money Market Portfolio Common Stock was Four Hundred
Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filing of
Articles Supplementary with the State Department of Assessment and Taxation of
Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: Pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each to Money Market Portfolio Common Stock so that the total number of
shares classified as the Money Market Portfolio Common Stock was Five Hundred
Million (500,000,000) shares with a par value of Ten Cents ($.10) each.
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this _18th day
of April, 1996, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ Dennis Low
- ----------------------------- --------------------
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ Dennis Low
Dennis Low, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this _18th_ day of April, 1996.
_/s/ Michael Branstiter_________
----------------------
Notary Public
My Commission Expires: 3/14/98
---------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the U.S. Government Mortgage Securities Portfolio Common Stock and the
Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which the Board of Directors of the Corporation further authorized the
filing of Articles Supplementary with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
six (6) new classes of the Corporation's unissued stock, the names of which are
the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock,
Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock,
International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock,
each consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filings of Articles Supplementary with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Stock Index Common Stock so that the total number of shares
classified as the Stock Index Common Stock was Five Hundred Million
(500,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, in accordance with Section 2-105(c) of the General Corporation Law
of the State of Maryland authorized an additional Two Billion (2,000,000,000)
shares of capital stock with a par value of Ten Cents ($.10) each to bring the
total number of authorized shares to Four Billion (4,000,000,000) shares with a
par value of Ten Cents ($.10) each, and with an aggregate par value of Four
Hundred Million Dollars ($400,000,000), and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
seven (7) new classes of the Corporation's unissued stock, the names of which
are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common
Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive
Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock
and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filings
of Articles Supplementary with the State Department of Assessments and Taxation
of Maryland; and
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as U.S. Government
Securities Common Stock so that the total number of shares classified as U.S.
Government Securities Common Stock was Two Hundred Million (200,000,000) shares
with a par value of Ten Cents ($.10) each and for which the Board of Directors
of the Corporation further authorized the filing of Articles Supplementary with
the State Department of Assessments and Taxation of Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Money Market Portfolio Common Stock so that the total number of
shares classified as Money Market Portfolio Common Stock was Three Hundred
Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filing of
Articles Supplementary with the State Department of Assessments and Taxation of
Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so
that the total number of shares classified as U.S. Government Mortgage
Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares
with par value of Ten Cents ($.10) each and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on May 15, 1995, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Mid-Cap Portfolio
Common Stock so that the total number of shares classified as the Mid-Cap
Portfolio Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filing of Articles Supplementary with the State
Department of Assessment and Taxation of Maryland;
WHEREAS, on July 28, 1995, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
one (1) new class of the Corporation's unissued stock, the name of which is
Short-Term Bond Portfolio Common Stock shares consisting of One Hundred Million
(100,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessment and Taxation of Maryland;
and
WHEREAS, on February 20, 1996, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each to Money Market Portfolio Common Stock so that the total number of
shares classified as the Money Market Portfolio Common Stock was Four Hundred
Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filing of
Articles Supplementary with the State Department of Assessment and Taxation of
Maryland;
WHEREAS, on April 18, 1996, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Money Market
Portfolio Common Stock so that the total number of shares classified as the
Money Market Portfolio Common Stock was Five Hundred Million (500,000,000)
shares with a par value of Ten Cents ($.10) each and for which the Board of
Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessment and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: On August 20, 1996, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1995) Common
Stock consisting of classified One Hundred Million (100,000,000) shares with a
par value of Ten Cents ($.10) each to Maxim INVESCO Balanced Portfolio Common
Stock so that the total number of shares classified as Maxim INVESCO Balanced
Portfolio Common Stock was One Hundred Million (100,000,000) shares with a par
value of Ten Cents ($.10) each;
THIRD: On January 2, 1997, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Money Market
Portfolio Common Stock so that the total number of shares classified as the
Money Market Portfolio Common Stock was Six Hundred Million (600,000,000) shares
with a par value of Ten Cents ($.10) each;
FOURTH: On March 6, 1997, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the MidCap Growth Portfolio Common Stock and the Blue Chip Portfolio Common
stock, each consisting of One Hundred Million (100,000,000) shares with a par
value of Ten Cents ($.10) each.
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this _7th day
of May, 1997, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ J.D. Motz
- -------------------------------------- -------------------
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ J.D. Motz
-------------------------
James D. Motz, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this _7th_ day of May, 1997.
_/s/ Debbie L. Wright_________
--------------------
Notary Public
My Commission Expires: October 5, 1998
-----------------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland
Corporation (the "Corporation"), filed with the State Department of Assessments
and Taxation of Maryland its Articles of Incorporation which, pursuant to
Article V thereof, authorized the Corporation to issue One Billion
(1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10)
each, and with the aggregate par value of One Hundred Million Dollars
($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated
to a class of common stock designated Money Market Portfolio Common Stock;
WHEREAS, on June 1, 1982, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which
subsequently was changed to the Growth Portfolio Common Stock, and thereafter
changed to the Stock Index Portfolio Common Stock), each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which Articles Supplementary were filed with the State Department of
Assessments and Taxation of Maryland;
WHEREAS, on January 30, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation created a
new class of the Corporation's unissued stock, the name of which was the
Government Guaranteed Common Stock (which subsequently was changed to the
Government and High Quality Securities Portfolio Common Stock, and thereafter
changed to the U.S. Government Securities Portfolio Common Stock), consisting of
One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10)
each and for which Articles Supplementary were filed with the State Department
of Assessments and Taxation of Maryland;
WHEREAS, on July 25, 1985, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which were
Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon
Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which Articles Supplementary were filed with the State Department of Assessments
and Taxation of Maryland;
WHEREAS, on March 12, 1987, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created a
new class of the Corporation's unissued stock, the name of which was Total
Return Portfolio Common Stock consisting of One Hundred Million (100,000,000)
shares with a part value of Ten Cents ($.10) each and for which Articles
Supplementary were filed with the State Department of Assessments and Taxation
of Maryland;
WHEREAS, on January 27, 1989, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1990, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was subsequently changed to the Stock Index Portfolio Common
Stock) so that the total number of shares classified as the Growth Portfolio
Common Stock was Three Hundred Million (300,000,000) shares with a par value of
Ten Cents ($.10) each and for which Articles Supplementary were filed with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common
Stock consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of
shares classified as Bond Portfolio Common Stock was Two Hundred Million
(200,000,000) shares with a par value of Ten Cents ($.10) each and for which
Articles Supplementary were filed with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
in accordance with Section 2-105(c) of the General Corporation Law of the State
of Maryland, authorized an additional One Billion (1,000,000,000) shares of
capital stock with a par value of Ten Cents ($.10) each to bring the total
number of authorized shares to Two Billion (2,000,000,000) shares with a par
value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred
Million Dollars ($200,000,000) and for which Articles Supplementary were filed
with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio
Common Stock (which was changed to the Stock Index Portfolio Common Stock) so
that the total number of shares classified as the Growth Portfolio Common Stock
was Four Hundred Million (400,000,000) shares with a par value of Ten Cents
($.10) each and for which Articles Supplementary were filed with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on August 5, 1992, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the U.S. Government Mortgage Securities Portfolio Common Stock and the
Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One
Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each
and for which the Board of Directors of the Corporation further authorized the
filing of Articles Supplementary with the State Department of Assessments and
Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
six (6) new classes of the Corporation's unissued stock, the names of which are
the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock,
Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock,
International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock,
each consisting of One Hundred Million (100,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filings of Articles Supplementary with the State
Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Stock Index Common Stock so that the total number of shares
classified as the Stock Index Common Stock was Five Hundred Million
(500,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessments and Taxation of Maryland;
WHEREAS, on November 19, 1993, the Board of Directors of the
Corporation, in accordance with Section 2-105(c) of the General Corporation Law
of the State of Maryland authorized an additional Two Billion (2,000,000,000)
shares of capital stock with a par value of Ten Cents ($.10) each to bring the
total number of authorized shares to Four Billion (4,000,000,000) shares with a
par value of Ten Cents ($.10) each, and with an aggregate par value of Four
Hundred Million Dollars ($400,000,000), and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
seven (7) new classes of the Corporation's unissued stock, the names of which
are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common
Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive
Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock
and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred
Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filings
of Articles Supplementary with the State Department of Assessments and Taxation
of Maryland; and
WHEREAS, on October 25, 1994, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each as U.S. Government
Securities Common Stock so that the total number of shares classified as U.S.
Government Securities Common Stock was Two Hundred Million (200,000,000) shares
with a par value of Ten Cents ($.10) each and for which the Board of Directors
of the Corporation further authorized the filing of Articles Supplementary with
the State Department of Assessments and Taxation of Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as Money Market Portfolio Common Stock so that the total number of
shares classified as Money Market Portfolio Common Stock was Three Hundred
Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filing of
Articles Supplementary with the State Department of Assessments and Taxation of
Maryland;
WHEREAS, on February 15, 1995, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so
that the total number of shares classified as U.S. Government Mortgage
Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares
with par value of Ten Cents ($.10) each and for which the Board of Directors of
the Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessments and Taxation of Maryland;
WHEREAS, on May 15, 1995, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Mid-Cap Portfolio
Common Stock so that the total number of shares classified as the Mid-Cap
Portfolio Stock was Two Hundred Million (200,000,000) shares with a par value of
Ten Cents ($.10) each and for which the Board of Directors of the Corporation
further authorized the filing of Articles Supplementary with the State
Department of Assessment and Taxation of Maryland;
WHEREAS, on July 28, 1995, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, created
one (1) new class of the Corporation's unissued stock, the name of which is
Short-Term Bond Portfolio Common Stock shares consisting of One Hundred Million
(100,000,000) shares with a par value of Ten Cents ($.10) each and for which the
Board of Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessment and Taxation of Maryland;
and
WHEREAS, on February 20, 1996, the Board of Directors of the
Corporation, pursuant to the authority contained in the Articles of
Incorporation, classified One Hundred Million (100,000,000) shares of the
Corporation's authorized but unissued shares with a par value of Ten Cents
($.10) each to Money Market Portfolio Common Stock so that the total number of
shares classified as the Money Market Portfolio Common Stock was Four Hundred
Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for
which the Board of Directors of the Corporation further authorized the filing of
Articles Supplementary with the State Department of Assessment and Taxation of
Maryland;
WHEREAS, on April 18, 1996, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Money Market
Portfolio Common Stock so that the total number of shares classified as the
Money Market Portfolio Common Stock was Five Hundred Million (500,000,000)
shares with a par value of Ten Cents ($.10) each and for which the Board of
Directors of the Corporation further authorized the filing of Articles
Supplementary with the State Department of Assessment and Taxation of Maryland;
WHEREAS, on August 20, 1996, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, changed
the designation of the Zero-Coupon Treasury Portfolio (Maturity 1995) Common
Stock consisting of classified One Hundred Million (100,000,000) shares with a
par value of Ten Cents ($.10) each to Maxim INVESCO Balanced Portfolio Common
Stock so that the total number of shares classified as Maxim INVESCO Balanced
Portfolio Common Stock was One Hundred Million (100,000,000) shares with a par
value of Ten Cents ($.10) each and for which the Board of Directors of the
Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessment and Taxation of Maryland;
WHEREAS, on January 2, 1997, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classified
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Money Market
Portfolio Common Stock so that the total number of shares classified as the
Money Market Portfolio Common Stock was Six Hundred Million (600,000,000) shares
with a par value of Ten Cents ($.10) each and for which the Board of Directors
of the Corporation further authorized the filing of Articles Supplementary with
the State Department of Assessment and Taxation of Maryland;
WHEREAS, on March 6, 1997, the Board of Directors of the Corporation
pursuant to the authority contained in the Articles of Incorporation, created
two (2) new classes of the Corporation's unissued stock, the names of which are
the MidCap Growth Portfolio Common Stock and the Blue Chip Portfolio Common
stock, each consisting of One Hundred Million (100,000,000) shares with a par
value of Ten Cents ($.10) each and for which the Board of Directors of the
Corporation further authorized the filing of Articles Supplementary with the
State Department of Assessment and Taxation of Maryland;
NOW, THEREFORE, the Corporation, having its principal office in the City
of Baltimore, in the State of Maryland, hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
SECOND: On April 21, 1997, the Board of Directors of the Corporation,
pursuant to the authority contained in the Articles of Incorporation, classifed
One Hundred Million (100,000,000) shares of the Corporation's authorized but
unissued shares with a par value of Ten Cents ($.10) each to Value Index
Portfolio Common Stock so that the total number of shares classified as the
Value Index Portfolio Common Stock was Two Hundred Million (200,000,000) shares
with a par value of Ten Cents ($.10) each
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to
be signed in its name and on its behalf by its Chairman or Vice Chairman,
President or one of its Vice Presidents, and its corporate seal to be hereunto
affixed and attested by its Secretary or its Assistant Secretary this _20th day
of June, 1997, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief,
<PAGE>
all matters and facts set forth herein are true in all material respects, and
that this statement is made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ J.D.Motz
- ----------------------------------------- -------------------
Title: Assistant Secretary Title: Chairman and President
THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information, and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, and that this
statement is made under the penalties for perjury.
/s/ J.D.Motz
-------------------------
James D. Motz, Chairman and President,
Maxim Series Fund, Inc.
Subscribed and sworn to me, a notary public in and for the State of
Colorado, this _20th_ day of June, 1997.
_/s/ Debbie L. Wright_________
--------------------
Notary Public
My Commission Expires: October 5, 1998
-----------------
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, June 13, 1997, the Maxim Series Fund Board of Directors,
pursuant to the authority contained in the Articles of Incorporation,
unanimously approved by written consent the amendment to the Articles of
Incorporation hereby classifying 100 million shares of Corporate Bond
Common Stock @ $.10 for each.
WHEREAS, on August 18, 1997, the Maxim Series Fund Board of
Directors, pursuant to the authority contained in the Articles of
Incorporation, unanimously approved the amendment to the Articles of
Incorporation hereby increasing the total number of shares of capital
stock which the Corporation shall have the authority to issue from four
billion shares to seven billion shares, at the par value of ten cents
($.10) per share of the aggregate par value of $700 million.
WHEREAS, on August 18, 1997, the Maxim Series Fund Board of
Directors, pursuant to the authority contained in the Articles of
Incorporation, unanimously approved the amendment to the Articles of
Incorporation hereby classifying 100 million shares of fully paid and
non-assessable shares each to be allocated to the following classes of
common stock: as Maxim Aggressive Profile Common Stock; Maxim Moderately
Aggressive Profile Common Stock; Maxim Moderate Profile Common Stock;
Maxim Moderately Conservative Profile Common Stock; Maxim Conservative
Profile Common Stock; Large-Cap Growth Common Stock; International
Equity Common Stock; Small-Cap Aggressive Growth Common Stock; Maxim T.
Rowe Price Equity/Income Common Stock; Maxim Vista Growth & Income
Common Stock; Investment Grade Corporate Bond Common Stock; Small-Cap
Index Common Stock; and Growth Index Common Stock at ten cents ($.10)
for each thereof.
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these
present to be signed in its name and on its behalf by its Chairman or
Vice Chairman, President or one of its Vice Presidents, and its
corporate seal to be hereunto affixed and attested by its Secretary or
one of its Assistant Secretaries this __26th___ day of _September_,
1997, and the undersigned Officers of acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information, and belief, all matters and facts set forth
herein are true in all material respects, and that this statement is
made under the penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
_/s/ Beverly A. Byrne _/s/ J.D. Motz__________
-------------------- -------------
Title: Secretary Title: Chairman and President
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, December 4, 1997, the Maxim Series Fund Board of Directors,
pursuant to the authority contained in the Articles of Incorporation,
unanimously approved by written consent the amendment to the Articles of
Incorporation classifying 100 million shares of fully paid and non-assessable
shares each for a total of 500 million shares, to be allocated to the following
classes of common stock: as Money Market Common Stock, Foreign Equity Common
Stock, Short-Term Maturity Common Stock, Maxim INVESCO Balanced Common Stock,
and Blue Chip Common Stock at ten cents ($.10) for each thereof.
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these presents to
be signed in its name and on its behalf by its Chairman and President, and its
corporate seal to be hereunto affixed and attested by its Secretary this 9th day
of January , 1998, and the undersigned Officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best of their
knowledge, information and belief all matters and facts set forth herein are
true in all material respects, and that this statement is made under the
penalties for perjury.
ATTEST: MAXIM SERIES FUND, INC.
/s/ Beverly A. Byrne /s/ J.D. Motz
- ----------------------------- --------------
Title: Secretary Title: Chairman and President
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, on October 2, 1998, the Maxim Series Fund Board of Directors,
pursuant to authority contained in the Articles of Incorporation, unanimously
approved by written consent the amendment to the Articles of Incorporation
classifying 100,000 shares of fully paid and non-assessable shares each for a
total of 500,000 shares, to be allocated to the following classes of stock: as
Maxim MidCap Growth Common Stock, Value Index Common Stock, MidCap Common Stock,
Money Market Common Stock, and Corporate Bond Common Stock at ten cents ($.10)
for each thereof.
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these presents to
be signed in its name and on its behalf by its Chairman and President, and its
corporate seal to be hereunto affixed and attested by its Secretary this __19th_
day of _October______, 1998, and the undersigned Officers acknowledge that these
Articles Supplementary are the act of the Corporation, that to the best of their
knowledge, information and belief all matters and facts set forth herein are
true in all material respects, and that this statement is made under the
penalties of perjury.
ATTEST: MAXIM SERIES FUND, INC.
_/s/ Beverly A. Byrne____________ _/s/ Douglas L. Wooden______
-------------------- ---------------------
Title: Secretary Title: Chairman and President
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, Maxim Series Fund, Inc., a Maryland Corporation, is registered as
an open-end investment company under the Investment Company Act of 1940; and
WHEREAS, as an open-end investment company, Maxim Series Fund, Inc., has
authorized and classified shares to be offered through different investment
portfolios; and
WHEREAS, each different investment portfolio has a different name; and
WHEREAS, on April 7, 1999, the Maxim Series Fund Board of Directors,
pursuant to the authority contained in the Articles of Incorporation, approved
an amendment to the Articles of Incorporation renaming certain of its
portfolios.
NOW, THEREFORE, the Maxim Series Fund, Inc., having its principal office
in the City of Baltimore, Maryland, hereby certifies to the State of Maryland
Department of Assessments and Taxation that on April 7, 1999, the Maxim Series
Fund Board of Directors, pursuant to the authority contained in its Articles of
Incorporation approved the amendment to the Articles of Incorporation renaming
certain of its portfolios from their current portfolio names to new portfolio
names as follows:
CURRENT PORTFOLIO NAME NEW PORTFOLIO NAME
Money Market Maxim Money Market
Bond Maxim Bond
U.S. Government Securities Maxim U.S. Government Securities
Investment Grade Corporate Bond Maxim Investment Grade Corporate Bond
U.S. Government Mortgage Securities Maxim U.S. Government Mortgage
Securities
Corporate Bond Maxim Loomis Sayles Corporate Bond
Short-Term Maturity Bond Maxim Short-Term Maturity Bond
MidCap Maxim Ariel MidCap Value
MidCap Growth Maxim T. Rowe Price MidCap Growth
Small-Cap Aggressive Growth Maxim Loomis Sayles Small-Cap Value
Stock Index Maxim Stock Index
Small-Cap Index Maxim Index 600
Value Index Maxim Value Index
Growth Index Maxim Growth Index
International Equity Maxim Templeton International Equity
Blue Chip Maxim Founders Blue Chip
Foreign Equity Maxim Foreign Equity
Small-Cap Value Maxim Ariel Small-Cap Value
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC., has caused these presents
to be signed in its name and on its behalf by its Chairman and President, and
its corporate seal to be hereunto affixed and attested by its Secretary this
_26th_ day of _____April____, 1999, and the undersigned Officers acknowledge
that these Articles Supplementary are the act of the Corporation, that to the
best of their knowledge, information and belief all matters and facts set forth
herein are true in all material respects, and that this statement is made under
the penalties of perjury.
ATTEST: MAXIM SERIES FUND, INC.
_/s/ Beverly A. Byrne_______ _/s/ J.D. Motz______________________
-------------------- -------------
Title: Secretary Title: Chairman and President
<PAGE>
ARTICLES SUPPLEMENTARY
MAXIM SERIES FUND, INC.
WHEREAS, Maxim Series Fund, Inc., a Maryland Corporation, is registered as
an open-end investment company under the Investment Company Act of 1940; and
WHEREAS, as an open-end investment company, Maxim Series Fund, Inc., has
authorized and classified shares to be offered through different investment
portfolios; and
WHEREAS, each different investment portfolio has a different name; and
WHEREAS, on May 27, 1999, the Maxim Series Fund Board of Directors,
pursuant to the authority contained in the Articles of Incorporation, approved
an amendment to the Articles of Incorporation renaming one of its portfolios.
NOW, THEREFORE, the Maxim Series Fund, Inc., hereby certifies to the
State of Maryland Department of Assessments and Taxation that on May 27, 1999,
the Maxim Series Fund Board of Directors, pursuant to the authority contained in
its Articles of Incorporation approved the amendment to the Articles of
Incorporation changing the name of "Maxim Founders Blue Chip Portfolio" to
"Maxim Founders Growth & Income Portfolio."
IN WITNESS WHEREOF, MAXIM SERIES FUND, INC., has caused these presents
to be signed in its name and on its behalf by its Chairman and President, and
its corporate seal to be hereunto affixed and attested by its Secretary this
_3rd__ day of __June__, 1999, and the undersigned Officers acknowledge that
these Articles Supplementary are the act of the Corporation, that to the best of
their knowledge, information and belief all matters and facts set forth herein
are true in all material respects, and that this statement is made under the
penalties of perjury.
ATTEST: MAXIM SERIES FUND, INC.
_/s/ Beverly A. Byrne___________ _/s/ J.D. Motz_____________________
-------------------- -------------
Title: Secretary Title: Chairman and President
Exhibit 23 (b)
Bylaws, as amended
<PAGE>
BY-LAWS
OF
MAXIM SERIES FUND, INC.
ARTICLE I -- Offices
Section 1.Principal Executive Office.................................1
Section.............................1.................2.Other Offices
ARTICLE II -- Meetings of Stockholders
Section 1. Annual Meeting..........................................1
Section 2. Special Meetings........................................2
Section 3. Place of Meetings.......................................2
Section 4. Notice of Meetings; Waiver of Notice...................2
Section 5. Quorum..................................................3
Section 6. Organization............................................4
Section 7. Order of Business.......................................4
Section 8. Voting.................................................4
Section 9. Fixing of Record Date...................................6
Section....................Inspectors.................10..................6
Section....................Consent of Stockholders in Lieu of Meeting........7
ARTICLE III -- Board of Directors
Section 1. General Powers..........................................8
Section 2. Number of Directors.....................................8
Section 3. Election and Term of Directors .........................9
Section 4. Resignation.............................................9
Section 5. Removal of Directors....................................9
Section..................Vacancies.......10...........6.
Section 7. Place of Meetings......................................10
Section 8. Regular Meetings.......................................11
Section 9. Special Meetings.......................................11
Section 10. Annual Meeting.........................................11
Section 11. Notice of Special Meetings.............................11
Section 12. Waiver of Notice of Meetings...........................12
Section 13. Quorum and-Voting......................................12
Section 14. Organization...........................................13
Section 15. Written Consent of Directors in Lieu
of Meeting 13
Section 16. Compensation...........................................14
Section 17. Investment Policies....................................14
ARTICLE IV -- Committees
Section 1. Executive Committee....................................15
Section 2. Other Committees of the Board..........................16
Section 3. General...............................................16
ARTICLE V -- Officers, Agents, and Employees
Section 1. Number and Qualifications..............................17
Section 2. Resignations...........................................18
Section 3. Removal of Officer, Agent,
or Employee.........................................19
Section 4. Vacancies..............................................19
Section 5. Compensation...........................................19
Section 6. Bonds or other Security................................19
Section 7. President..............................................20
Section 8. Vice President.........................................20
Section 9. Treasurer..............................................20
Section 10. Secretary..............................................21
Section 11. Delegation of Duties...................................22
............................................ARTICLE VI -- Indemnification
22
ARTICLE VII -- Capital Stock
Section 1. Stock Certificates.................................23
Section 2. Books of Account and Record.
of Stockholders.................................24
Section 3. Transfers of Shares................................24
Section 4. Regulations........................................25
Section 5. Lost, Destroyed., or mutilated
Certificates....................................25
Section 6. Fixing of a Record Date for
Dividends and Distributions.....................26
Section 7. Registered Owner of Shares.........................26
Section 8. Information to Stockholders
and-Others......................................27
Section 9. Involuntary Redemption of Shares...................27
ARTICLE VIII - Seal...................................................
27
................................................ARTICLE IX -- Fiscal Year
28
ARTICLE X -- Depositories and Custodians
Section 1. Depositories ........................................28
Section 2. Custodians.............................................28
ARTICLE XI -- Execution of Instruments
Section 1. Checks, Notes, Drafts, etc.............................29
Section 2. Sale or Transfer of Securities.........................29
ARTICLE XII --Independent Public Accountants.................................29
ARTICLE XIII -- Annual Statement..................................30
ARTICLE XIV -- Fundamental Policies
Section 1. Policies Applicable to All Portfolios..................31
Section 2. Additional Portfolios..................................34
...............................................ARTICLE XV - Amendments
35
<PAGE>
BY-LAWS
OF
MAXIM SERIES FUND, INC.
ARTICLE I
Offices Section 1. Principal Executive Office. The principal executive
office of the -------------------------- Corporation shall be at Great-West
Plaza, 1675 Broadway, City of Denver, State of Colorado.
Section 2. Other Offices. The Corporation may have such other offices in
such ------------- places as the Board of Directors may from time to time
determine.
ARTICLE II
Meetings of Stockholders
Section 1. Annual Meetings. An annual meeting of the stockholders of the
Corporation for the election of directors in accordance with and as required by
the provisions of these By-Laws and as otherwise required by statute, and for
the transaction of such other business as may properly be brought before the
meeting shall be held no later than one hundred twenty (120) days of the
occurrence of the event requiring the meeting, as shall be designated by the
Board of Directors. Any business of the Corporation may be transacted at the
annual meeting without being specifically designated in the notice, except such
business as is specifically required by statute to be stated in the notice.
Section 2. Special-Meetings. Special meetings of the stockholders,
unless otherwise provided by law or by the Articles of Incorporation, may be
called for any purpose or purposes by a majority of the Board of Directors, by
the President, or upon the written request of the holders of at least 25% of the
outstanding capital stock of the Corporation entitled to vote at such meeting.
Section 3. Place of Meetings. The annual meeting, and any special
meetings, of the stockholders shall be held at such place within the United
States as the Board of Directors may from time to time determine.
Section 4. Notice of Meetings; Waiver of Notice. Notice of the place,
date, and time of the holding of each annual or special meeting of the
stockholders and the purpose or purposes of each special meeting shall be given
personally or by mail, not less than ten nor more than sixty days before the
date of such meeting, to each stockholder entitled to vote at such meeting and
to each other stockholder entitled to notice of the meeting. Notice by mail
shall be deemed to be duly given when deposited in the United States mail
addressed to the stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, or who shall,
either before or after the meeting, submit a signed waiver of notice that is
filed with the records of the meeting. When a meeting is adjourned to another
time and place, unless the Board of Directors after the adjournment, shall fix a
new record date for an adjourned meeting, or unless the adjournment is for more
than thirty days, notice of such adjourned meeting need not be given if the time
and place to which the meeting shall be adjourned were announced at the meeting
at which the adjournment is taken.
Section 5. Quorum. At all meetings of the stockholders, the holders of a
majority of the shares of stock of the Corporation entitled to vote at the
meeting who are present in person or by proxy shall constitute a quorum for the
transaction of any business, except as otherwise provided by statute or by the
Articles of Incorporation or these By-Laws. In the absence of a quorum no
business may be transacted, except that the holders of a majority of the shares
of stock who are present in person or by proxy and who are entitled to vote may
adjourn the meeting from time to time without notice other than announcement
thereat except as otherwise required by these By-Laws, until the holders of the
requisite amount of shares of stock shall be so present. At any such adjourned
meeting at which a quorum may be present, any business may be transacted that
might have been transacted at the meeting as originally called. The absence from
any meeting, in person or by proxy, of holders of the number of shares of stock
of the Corporation in excess of a majority thereof that may be required by the
laws of the State of Maryland, the Investment Company Act of 1940, as amended,
or other applicable statute, the Articles of Incorporation, or these By-Laws for
action upon any given matter shall not prevent action at such meeting upon any
other matter or matters that may properly come before the meeting, if there
shall be present thereat, in person or by proxy, holders of the number of shares
of stock of the Corporation required for action in respect of such other matter
or matters.
Section 6. Organization. At each meeting of the stockholders, the
Chairman of the Board, if one has been designated by the Board, or in his
absence or inability to act, the President, or in the absence or inability to
act of both the Chairman of the Board and the President, any Vice-President, or
any other designated officer shall act as chairman of the meeting. The
Secretary, or in his absence or inability to act, any person appointed by the
chairman of the meeting, shall act as secretary of the meeting and keep the
minutes thereof.
Section 7. Order of Business. The order of business at all meetings of the
- ----------------- stockholders shall be as determined by the Chairman of the
meeting.
Section 8. Voting. Except as otherwise provided by statute or the
Articles of Incorporation, each holder of record of shares of stock of the
Corporation having voting power shall be entitled at each meeting of the
stockholders to one vote for each full share and a fractional vote for each
fractional share, standing in his name on the record of stockholders of the
Corporation as of the record date determined pursuant to Section 9 of this
Article II or, if such record date shall not have been so fixed, then at the
later of (i) the close of business on the day on which notice of the meeting is
mailed or (ii) the thirtieth day before the meeting.
Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact. No proxy shall be valid after the
expiration of eleven months from the date thereof, unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where such proxy states that it is
irrevocable and where an irrevocable proxy is permitted by law.
Except as otherwise provided by statute, the Articles of Incorporation,
or these By-Laws, any corporate action to be taken by vote of the stockholders
shall be authorized by a majority of the total votes cast at a meeting of
stockholders by the holders of shares present in person or represented by proxy
and entitled to vote on such action; provided that, if any action is required to
be taken by the vote of a majority of the outstanding shares of all the stock or
of any class of stock, then such action shall be taken if approved by the lesser
of (i) 67 percent or more of the shares present at a meeting in person or
represented by proxy, at which more than 50 percent of the outstanding shares
are represented or (ii) more than 50 percent of the outstanding shares.
If a vote shall be taken on any question other than the election of
directors, which shall be by written ballot, then unless required by statute or
these By-Laws, or determined by the chairman of the meeting to be advisable, any
such vote need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.
Section 9. Fixing of Record Date. The Board of Directors may fix, in
advance, a record date not more than sixty nor less than ten days before the
date then fixed for the holding of any meeting of the stockholders. All persons
who were holders of record of shares at such time, and no others, shall be
entitled to vote at such meeting and any adjournment thereof.
Section 10. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his duties shall take and
sign an oath to execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting number of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effort of proxies, and shall receive votes, ballots, or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote in
fairness to all stockholders. On request of the chairman of the meeting or of
any stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request, or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as inspector of an election of directors.
Inspectors need not be stockholders.
Section 11. Consent of Stockholders in Lieu of Meeting. Except as
otherwise provided by statute or the Articles of Incorporation, any action
required to be taken at any annual or special meeting of stockholders, or any
action that may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice, and without a vote, if the
following are filed with the records of stockholders' meetings: (i) a unanimous
written consent that sets forth the action and is signed by each stockholder
entitled to vote on the matter and (ii) a written waiver of any right to dissent
signed by each stockholder entitled to notice of the meeting but not entitled to
vote thereat.
ARTICLE III
Board of Directors
Section 1. General Powers. Except as otherwise provided in the Articles
of Incorporation, the business and affairs of the Corporation shall be managed
by the Board of Directors. The Board may exercise all the powers of the
Corporation and do all such lawful acts and things as are not by statute or the
Articles of Incorporation directed or required to be exercised or done by the
stockholders.
Section 2. Number of Directors. The number of directors initially shall
be five (5) but such number may be changed from time to time by resolution of
the Board of Directors adopted by a majority of the Directors then in office;
provided; however, that the number of directors shall in no event be less than,
three (3). Any vacancy created by an increase in directors may be filled in
accordance with Section 6 of this Article III. No reduction in the number of
directors shall have the effect of removing any director from office before the
expiration of his term unless such director is specifically removed pursuant to
Section 5 of this Article III at the time of such reduction.
Directors need not be stockholders but the Board of Directors shall be comprised
of persons eligible to so serve under the Investment Company Act of 1940, as
amended.
Section 3. Election and Term of Directors. Directors shall be elected by
stockholders by written ballot at an annual meeting of stockholders or a special
meeting held for that purpose in accordance with and as required by these
By-Laws and as otherwise required by statute. The term of office of each
director shall begin from the time of his election and qualification until his
successor shall have been elected and shall have qualified, or, if earlier, the
death, resignation, or removal as hereinafter provided in these By-Laws or as
otherwise provided by statute or the Articles of Incorporation, of such
director.
Section 4. Resignation. A director of the Corporation may resign at any
time by giving written notice of his resignation to the Board, to the Chairman
of the Board, to the President, or to the Secretary. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 5. Removal of Directors. Any director of the Corporation may be
removed by the stockholders by a vote of a majority of the votes entitled to be
cast on the matter at any meeting of stockholders, duly called and at which a
quorum is present.
Section 6. Vacancies. Any vacancies in the Board, whether arising from
death, resignation, removal, an increase in the number of directors, or from any
other cause, shall be filled by a vote of the majority of the Board of Directors
then in office even if such majority is less than a quorum, provided that no
vacancies shall be filled by action of the remaining directors, if after the
filling of said vacancy or vacancies, less than two-thirds of the directors then
holding office shall have been elected by the stockholders of the Corporation.
In the event that at any time there is a vacancy in any office of a director
which vacancy may not be filled by the remaining directors, a special meeting of
the stockholders shall be held as promptly as possible and, in any event within
sixty days, for the purpose of filling said vacancy or vacancies. Any directors
elected or appointed to fill a vacancy shall hold office only until the next
annual meeting of stockholders of the Corporation and until a successor shall
have been chosen and shall have qualified or, if earlier, until the death,
resignation, or removal, as hereinafter provided in these By-Laws, or as
otherwise provided by statute or the Articles of Incorporation, of such
director.
Section 7. Place of Meetings. Meetings of the Board may be held at such
place as the Board may from time to time determine or as shall be specified in
the notice of such a meeting.
Section 8. Regular Meetings. Regular meetings of the Board may be held
without ---------------- notice at such time as may be determined by the Board
of Directors.
Section 9. Special Meetings. Special meetings of the Board may be called by
two or ---------------- more directors of the Corporation, by the Chairman of
the Board, or by the President.
Section 10. Annual Meeting. The annual meeting of each newly elected
Board of Directors shall be held as soon as practicable after the meeting of
stockholders at which the directors were elected. No notice of such annual
meeting shall be necessary if held immediately after the adjournment, and at the
site, of the meeting of stockholders. If not so held, notice shall be given as
hereinafter provided for special meetings of the Board of Directors.
Section 11. Notice of Special Meetings. Notice of each special meeting of
the Board shall be given by the Secretary as hereinafter provided, in which
notice shall be stated the time and place of the meeting. Notice of each such
meeting shall be delivered to each director, either personally or by telephone,
cable, or wireless, at least twenty-four hours before the time at which such
meeting is to be held, or by first-class mail, postage prepaid, addressed to him
at his residence or usual place of business, at least three days before the day
on which such meeting is to be held.
Section 12. Waiver-of Notice of Meetings. Notice of any special meeting
need not be given to any director who shall, either before or after the meeting,
sign a written waiver of notice or who shall attend such meeting. Except as
otherwise specifically required by these By-Laws, a notice or waiver of notice
of any meeting need not state the purposes of such meeting.
Section 13. Quorum and Voting. One-third, but not less than two, of the
members of the entire Board shall be present in person at any meeting of the
Board in order to constitute a quorum for the transaction of business at such
meeting, and, except as otherwise expressly required by the Articles of
Incorporation, these By-Laws, the Investment Company Act of 1940, as amended, or
other applicable statute, the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board, provided,
however, that the approval of any contract with an investment adviser or
principal underwriter, as such terms are defined in the Investment Company Act
of 1940, as amended, that the Corporation enters into or any renewal or
amendment thereof, the approval of the fidelity bond required by the Investment
Company Act of 1940, as amended, and the selection of the Corporation's
independent public accountants shall each require the affirmative vote of a
majority of the directors who are not parties to any such contract or interested
persons of any such party. In the absence of a quorum at any meeting of the
Board, a majority of the directors present thereat may adjourn such meeting to
another time and place until a quorum shall be present thereat. Notice of the
time and place of any such adjourned meeting shall be given to the directors who
were not present at the time of the adjournment and, unless such time all and
place were announced at the meeting at which the adjournment was taken, to the
other directors. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called.
Section 14. Organization. The Board may, by resolution adopted by a
majority of the entire Board, designate a Chairman of the Board, who shall
preside at each meeting of the Board. In the absence or inability of the
Chairman of the Board to preside at a meeting, the President, or, in his absence
or inability to act, another director chosen by a majority of the directors
present, shall act as chairman of the meeting and preside thereat. The Secretary
(or, in his absence or inability to act, any person appointed by the chairman)
shall act as secretary of the meeting and keep the minutes thereof.
Section 15. Written Consent of Directors in Lieu of a Meeting. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board or of the committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with minutes of the proceedings
of the Board or committee.
Section 16. Compensation. Directors may receive compensation for services
to the ------------ Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the Board.
Section 17. Investment Policies. It shall be the duty of the Board of
Directors to ensure that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Corporation are at all
times consistent with the investment policies and restrictions with respect to
securities investments and otherwise of the Corporation, as recited in these
By-Laws and the current Prospectus of the Corporation filed from time to time
with the Securities Exchange Commission and as required by the Investment
Company Act of 1940, as amended. The Board, however, may delegate the duty of
management of the assets and the administration of its day-to-day operations to
an individual or corporate management company and/or investment adviser pursuant
to a written contract or contracts which have obtained the requisite approvals,
including the requisite approvals of renewals thereof, of the Board of Directors
and/or the stockholders of the Corporation in accordance with the provisions of
the Investment Company Act of 1940, as amended.
<PAGE>
ARTICLE IV
Committees
Section 1. Executive Committee. The Board may, by resolution adopted by
a majority of the entire Board, designate an Executive Committee consisting of
two or more of the directors of the Corporation, which committee shall have and
may exercise all the powers and authority of the Board with respect to all
matters other than:
(a) the submission to stockholders of any action requiring
authorization of stockholders pursuant to statute or the Articles of
Incorporation;
(b) the filling of vacancies on the Board of Directors;
(c) the fixing of compensation of the directors for serving on
the Board or on any committee of the Board, including the Executive
Committee;
(d) the approval or termination of any contract with an
investment adviser or principal underwriter, as such terms are defined
in the Investment Company Act of 1940, as amended, or the taking of
any other action required to be taken by the Board of Directors by the
Investment Company Act of 1940, as amended.;
(e) the amendment or repeal of these By-Laws or the adoption of
new By-Laws;
(f) the amendment or repeal of any resolution of the Board that
by its terms may be amended or repealed only by the Board; and
(g) the declaration of dividends and the issuance of capital
stock of the Corporation. The Executive Committee shall keep written minutes of
its proceedings and shall report such minutes of the Board. All such proceedings
shall be subject to revision or alteration by the Board; provided, however, that
third parties shall not be prejudiced by such revision or alteration.
Section 2. Other Committees of the Board. The Board of Directors may
from time to time, by resolution adopted by a majority of the whole Board,
designate one or more other committees of the Board, each such committee to
consist of such number of directors and to have such powers and duties as the
Board of Directors may, by resolution, prescribe.
Section 3. General. One-third, but not less than two, of the members of
any committee shall be present in person at any meeting of such committee in
order to constitute a quorum for the transaction of business at such meeting and
the act of a majority present shall be the act of such committee. The Board may
designate a chairman of any committee and such chairman or any two members of
any committee may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or disqualification of any member of any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. The Board shall
have the power at any time to change the membership of any committee, to fill
all vacancies, to designate alternate members to replace any absent or
disqualified member, or to dissolve any such committee. Nothing herein shall be
deemed to prevent the Board from appointing one or more committees consisting
wholly or in part of persons who are not directors of the Corporation; provided,
however, that no such committee shall have or may exercise any authority or
power of the Board in the management of the business or affairs of the
Corporation.
ARTICLE V
Officers, Agents and Employees.
Section 1. Number and Qualifications. The officers of the Corporation
shall be a President, who shall be a director of the Corporation, a Secretary,
and a Treasurer, each of whom shall be elected by the Board of Directors. The
Board of Directors may elect or appoint one or more Vice Presidents and may also
appoint such other officers, agents and employees as it may deem necessary or
proper. Any two or more offices may be held by the same person, except the
offices of President and Vice President, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity. Such officers
shall be elected by the Board of Directors each year at its first meeting held
after the annual meeting of the stockholders, each to hold office until the
meeting of the Board following the next annual meeting of the stockholders and
until his successor shall have been duly elected and shall have qualified or, if
earlier, until the death, resignation, or removal, as hereinafter provided in
these By-Laws or as otherwise provided by statute or the Articles of
Incorporation, of such officer. The Board may from time to time elect, or
delegate to the President the power to appoint, such officers (including one or
more Assistant Vice Presidents, one or more Assistant Treasurers, and one or
more Assistant Secretaries) and such agents as may be necessary or desirable for
the business of the Corporation. Such other officers and agents shall have such
duties and shall hold their offices for such terms as may be prescribed by the
Board or by the appointing authority.
Section 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board, the Chairman
of the Board, the President, or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3. Removal of Officer, Agent, or Employee. Any officer, agent,
or employee of the Corporation may be removed by the Board of Directors with or
without cause at any time, and the Board may delegate such power of removal as
to agents and employees not elected or appointed by the Board of Directors. Such
removal shall be without prejudice to such person's contract rights, if any, but
the appointment of any person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal, or from any other cause, may be filled for the
unexpired portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.
Section 5. Compensation. The compensation of the officers of the
Corporation shall ------------ be fixed by the Board of Directors, but this
power may be delegated to any officer in respect of other officers under his
control.
Section 6. Bonds or other Security. If required by the Board any
officer, agent, or employee of the Corporation shall give a bond or other
security for the faithful performance of his duties, in such amount and with
such surety or sureties as the Board may require.
Section 7. President. The President shall be the chief executive officer
of the Corporation. In the absence of the Chairman of the Board (or if there be
none), he shall preside at all meetings of the stockholders and of the Board of
Directors. He shall have, subject to the control of the Board of Directors,
general charge of the business and affairs of the Corporation. He may employ and
discharge employees and agents of the Corporation, except such as shall be
appointed by the Board, and he may delegate these powers.
Section 8. Vice President. Each Vice President shall have such powers and
perform -------------- such duties as the Board of Directors or the President
may from time to time prescribe.
<PAGE>
Section 9. Treasurer. The Treasurer shall:
---------
(a)have charge and custody of, and be responsible for, all the
funds and securities of the Corporation, except those that the Corporation has
placed in the custody of a bank or trust company or member of a national
securities exchange (as that term is defined in the Securities Exchange Act of
1934) pursuant to a written agreement designating such bank or trust company or
member of a national securities exchange as custodian of the property of the
Corporation; (b) keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation; (c) cause all moneys and other valuables
to be deposited to the credit of the Corporation; (d) receive, and give receipts
for, moneys due and payable to the Corporation from any source;
(e) disburse the funds of the Corporation and supervise the investment of
its funds as ordered or authorized by the Board, taking proper vouchers
therefor; and
(f) in general, perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the Board
or the President. Section 10. Secretary. The Secretary shall: --------- (a) keep
or cause to be kept in one or more books provided for the purpose, the minutes
of all meetings of the Board, of the committees of the Board, and of the
stockholders; (b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law; (c) be custodian of the
records and the seal of the Corporation and affix and attest the seal to all
stock certificates of the Corporation (unless the seal of the Corporation on
such certificates shall be a facsimile as hereinafter provided) and affix and
attest the seal to all other documents to be executed on behalf of the
Corporation under its seal; (d) see that the books, reports, statements,
certificates and other documents and records required by law to be kept and
filed are properly kept and filed; and (e) in general, perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Board or the President. Section 11. Delegation of
Duties. In case of the absence of any officer of the Corporation, or for any
other reason that the Board may deem sufficient, the Board may confer for the
time being the powers or duties, or any of them, of such officer upon any other
officer or upon any director.
ARTICLE VI
Indemnification
Each officer, director, employee, or agent of the Corporation shall be
indemnified by the Corporation to the full extent permitted under the General
Laws of the State of Maryland, except that such indemnity shall not protect any
such person against any liability to the Corporation or its security holders to
which such person would otherwise be subjected by reason of disabling conduct,
consisting of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his
<PAGE>
office. In the absence of an adjudication on the merits by a court or
administrative body that the person seeking indemnification was not liable by
reason of such disabling conduct, indemnification shall be conditioned upon (i)
the vote of a majority of directors who are neither "interested persons" of the
Corporation (as defined in the Investment Company Act of 1940, as amended) nor
parties to the proceeding or, in the event that no quorum of such directors is
available or if the quorum of such directors so directs, (ii) the written
opinion of independent legal counsel, in either case based upon a review of the
facts, determining that the person to be indemnified was not liable by reason of
such disabling conduct.
ARTICLE VII
Capital Stock
Section 1. Stock Certificates. Each holder of stock of the Corporation
shall be entitled upon request to have a certificate or certificates, in such
form as shall be approved by the Board, representing the number of shares of
stock of the Corporation owned by him; provided, however, that certificates
for fractional shares will not be delivered in any case. The certificates
representing shares of stock shall be signed by or in the name of the
Corporation by the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with
the seal of the Corporation. Any or all of the signatures or the seal on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent, or registrar were
still in office at the date of issue.
Section 2. Books of Account and Record of Stockholders. There shall be
kept at the principal executive office of the Corporation, or at such other
place as the Corporation may deem necessary, correct and complete books and
records of account of all the business and transactions of the Corporation.
There shall be made available upon request of any stockholder, in accordance
with Maryland law, a record containing the number of shares of stock issued
during a specified period not to exceed twelve months and the consideration
received by the Corporation for each such share.
Section 3. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent or
transfer clerk, and on surrender of the certificate or certificates, if issued.,
for such shares properly endorsed or accompanied by a duly executed stock
transfer power and on the payment of all taxes thereon. Except as otherwise
provided by law the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes including,
without limitation, the rights to receive dividends or other distributions and
to vote as such owner and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or shares on the part
of any other person.
Section 4. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrants and may require all certificates for shares of stock to
bear the signature or signatures of any of them.
Section 5. Lost, Destroyed, or Mutilated Certificates. The holder of any
certificates representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction, or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it that the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated, and
the Board may, in its discretion, require such owner or his legal
representative to give to the Corporation a bond in such sum as the Board may
determine to be sufficient and in such form and with such surety or sureties,
as the Board in its absolute discretion shall determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or issuance of a new
certificate. Anything herein to the contrary notwithstanding, the Board, in
its absolute discretion, may refuse to issue any such new certificate, except
pursuant to legal proceedings under the laws of the State of Maryland.
Section 6. Fixing of a Record Date for Dividends and Distributions. The
Board may fix, in advance, a date not more than sixty days preceding the date
fixed for the payment of any dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the Corporation, or for the
delivery of evidence of rights or evidences of interests arising out of any
change, conversion, or exchange of common stock or other securities, as the
record date for the determination of the stockholders entitled to receive any
such dividend, distribution, allotment, rights, or interests, and in such case
only the stockholders of record at the time so fixed shall be entitled to
receive such dividend, distribution, allotment, rights, or interests.
Section 7. Registered Owner of Shares. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Maryland.
Section 8. Information to Stockholders and Others. Any stockholder of
the Corporation or his agent may inspect and copy during usual business hours
the Corporation's By-Laws, minutes of the proceedings of its stockholders,
annual statements of its affairs, and voting trust agreements on file at its
principal office.
Section 9. Involuntary Redemption of Shares. Subject to policies
established by the Board of Directors, the Corporation shall have the right to
involuntarily redeem shares of its common stock if at any time the value of a
stockholder's investment in the Corporation is less than $500.
ARTICLE VIII
Seal
The seal of the Corporation shall be circular in form and shall bear, in
addition to any other emblem or device approved by the Board of Directors, the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Maryland". Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced.
ARTICLE IX
Fiscal Year
Unless otherwise determined by the Board, the fiscal year of the
Corporation shall end on the 31st day of December each year.
ARTICLE X
Depositories and Custodians
Section 1. Depositories. The funds of the Corporation shall be deposited
with such ------------ banks or other depositories as the Board of Directors of
the Corporation may from time to time determine.
Section 2. Custodians. All securities and other investments shall be
deposited in the safekeeping of such banks or other companies as the Board of
Directors of the Corporation may from time to time determine. Every arrangement
entered into with any bank or other company for the safekeeping of the
securities and investments of the Corporation shall contain provisions complying
with the Investment Company Act of 1940, as amended, and the general rules and
regulations thereunder.
ARTICLE XI
Execution of Instruments
Section 1. Checks, Notes, Drafts, etc. Checks, notes, drafts,
acceptances, bills of exchange, and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors by resolution shall from time to time designate.
Section 2. Sale or Transfer of Securities. Stock certificates, bonds, or
other securities at any time owned by the Corporation may be held on behalf of
the Corporation or sold, transferred, or otherwise disposed of subject to any
limits imposed by Article XIV of these By-Laws and pursuant to authorization by
the Board and, when so authorized to be held on behalf of the Corporation or
sold, transferred or otherwise disposed of, may be transferred from the name of
the Corporation by the signature of the President, a Vice President, the
Treasurer, the Assistant Treasurer, the Secretary, or the Assistant Secretary.
ARTICLE XII
Independent Public Accountants
The firm of independent public accountants that shall sign or certify
the financial statements of the Corporation that are filed with the Securities
and Exchange Commission shall be selected annually by the Board of Directors and
ratified by the year stockholders in accordance wit the provisions of the
Investment Company Act of 1940, as amended.
ARTICLE XIII
Annual Statement
The books of account of the Corporation shall be examined by an
independent firm of public accountants at the close of each annual period of the
Corporation and at such other times as may be directed by the Board. A report to
the stockholders based upon each such examination shall be mailed to each
stockholder of the Corporation of record on such date with respect to each
resort as may be determined by the Board, at his address as the same appears on
the books of the Corporation. Such annual statement shall also be available at
the annual meeting of stockholders and be placed on file at the Corporation's
principal office in the State of Maryland. Each such report shall show the
assets and liabilities of the Corporation as of the close of the annual or
quarterly period covered by the report and the securities in which the funds of
the Corporation were then invested. Such report shall also show the
Corporation's income and expenses for the period from the end of the
Corporation's preceding fiscal year to the close of the annual or quarterly
period covered by the report and any other information required by the
Investment Company Act of 1940, as amended, and shall set forth such other
matters as the Board or such firm of independent public accountants shall
determine.
ARTICLE XIV
Fundamental Policies
Section 1. Policies Applicable to All Portfolios.
-------------------------------------
(a) It is the fundamental policy of the Corporation to follow the investment
objectives that are set forth in the Prospectus contained in the Registration
Statement of the Corporation at the time such Registration Statement initially
was declared effective.
(b) It is the fundamental policy of the Corporation not to:
---
1. (a)Invest more than 15% of its total assets (taken at market
value at the time of each investment) in the obligations (excluding repurchase
agreements) of any one bank, or invest more than 5% of such assets in the
securities (other than United States Government or government agency securities)
of any one issuer other than a bank (but including repurchase agreements with
any one bank); and.(b) purchase more than either (i) 10% in principal amount of
the outstanding debt securities of an issuer, or (ii) 10% of the outstanding
voting securities of an issuer, except that such restrictions shall not apply to
securities issued or guaranteed by the United States government or its agencies,
bank money instruments or bank repurchase agreements.
2. 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 this
limitation shall not apply to the purchase of obligations or guaranteed by the
United States Government, its agencies or instrumentalities, certificates of
deposit issued by banks, and bankers' acceptances.
3. Alone, or together with any other investor, make investments for the
purpose of exercising control over, or management of, any issuer.
4. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, or reorganization, or by
purchase in the open market of securities of closed-end investment companies
where no underwriter or dealer's commission or profit, other than customary
broker's commission, is involved, and only if immediately thereafter not more
than 10% of the Corporation's total assets, taken at market value, would be
invested in such securities.
5. Purchase or sell interests in oil, gas, or other mineral exploration
or development programs, commodities, commodity contracts or real estate, except
that the Corporation may purchase securities of issuers which invest or deal in
any of the above.
6. Purchase any securities on margin (except that the Corporation may
obtain such short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities) or make short sales of securities or maintain
a short position.
7. Make loans, except as provided in (8) below and except through the
purchase of obligations in private placements (the purchase of
publicly-traded-obligations not being considered the making of a loan).
8. Lend the portfolio securities of the Corporation in excess of 20% of its
total assets taken at market value at the time of the loan, nor make any loan of
any portfolio securities if such loan is at variance with the guidelines set
forth in the currently effective prospectus.
9. Issue senior securities, or borrow amounts in excess of 10% of
its total assets, taken at market value at the time of the borrowing, and then
only from banks as a temporary measure for extraordinary or emergency purposes.
10. Mortgage, pledge, hypothecate, or in any manner transfer, as
security for indebtedness, any securities owned or held by the Corporation
except as may be necessary in connection with borrowings mentioned in (9) above,
and then such mortgaging, pledging or hypothecating may not exceed. 10% of its
total assets, taken at market value at the time thereof. In order to comply with
certain state statutes, the Corporation will not, as a matter of operating
policy, mortgage, pledge, or hypothecate its portfolio securities to the extent
that at any time the percentage of the value of pledged securities will exceed
10% of the value of its shares.
11. Underwrite securities of other issuers except insofar as
the Corporation may be deemed an underwriter under the
Securities Act of 1933 in selling portfolio securities.
12. Write, purchase or sell puts, calls, or combinations thereof.
13. Invest in securities of foreign issuers if at the time of acquisition more
than 10% of its total assets, taken at market value at the time of the
investment, would be invested-in such securities. However, up to 25% of the
total assets of the Corporation may be invested in securities (i) issued,
assumed or guaranteed by foreign governments, or political subdivisions or
instrumentalities thereof, (ii) assumed or guaranteed by domestic issuers,
including Eurodollar securities, or (iii) issued, assumed or guaranteed by
foreign issuers having a class of securities listed for trading on the New York
Stock Exchange, or on a major Canadian exchange. Section 2. Additional
Portfolios. If at any time the Fund establishes more than one Portfolio, it
shall be the fundamental policy of the Corporation to follow the respective
investment objectives for each Portfolio as set forth in the Prospectus
contained in the Registration Statement of the Corporation as may be filed with
respect to such Portfolios, at the time such Registration Statement initially is
declared effective. It shall also be the fundamental policy of the Corporation
to observe the restrictions and limitation set forth in Section 1(b) of this
Article with regard to each Portfolio on an individual basis.
ARTICLE XV
Amendments
These By-Laws or any of them may be amended, altered, or repealed at any
regular meeting of the stockholders or at any special meeting of the
stockholders at which a quorum is present or represented, provided that notice
of the proposed amendment, alteration, or repeal be contained in the notice of
such special meeting. These By-Laws, or any of them except Article XIV hereof,
may also be amended, altered, or repealed by the affirmative vote of a majority
of the Board of Directors at any regular or special meeting of the Board of
Directors. The By-Laws, or any of them, set forth in Article XIV may be amended,
altered, or repealed only by the vote of majority of the outstanding shares of
stock of the Corporation, at a regular or special meeting of the stockholders,
the notice of which contains the proposed amendment, alteration, or repeal. A
certified copy of these By-Laws, as they may be amended from time to time, shall
be kept at the principal office of the Corporation.
Exhibit 23 (g)
Custodian Agreements
<PAGE>
JPMorgan
Morgan Guaranty October 25, 1996
Trust Company of New York
60 Wall Street
New York NY 10260-0060
Ms. Beverly A. Byme
Legal Counsel
Maxim Series Fund, Inc.
8515 East Orchard Road - 6T2
Englewood, CO 80111
Re: Maxim Series Fund, Inc. (SPN 1398326)
Dear Ms. Byrne:
The Bank of New York agreed to acquire our Global,
US and UK custody business and related businesses. We are
confident that The Bank of New York, a premier custodian,
will continue J.P. Morgan's tradition of striving to
provide outstanding service to clients. Indeed, The Bank
of New York will serve the custody needs of our own
internal business groups.
The closing of the acquisition transaction took
place on December 31, 1995. It is contemplated that J.P.
Morgan will assign to The Bank of New York all of J.P.
Morgan's obligations and rights under the Domestic and
Global Custody agreement that is currently in effect
between Maxim Series Fund, Inc. and J.P. Morgan and the
related custody accounts. The actual transfer of your
assets and accounts to The Bank of New York's systems will
be scheduled in consultation with you. We will work very
closely with you and The Bank of New York to make sure
that the transition is handled as smoothly as possible.
Until your move to The Bank of New York's systems, J.P.
Morgan will continue to handle your business, as an agent
for The Bank of New York.
We trust that this arrangement is satisfactory to
you, and would be pleased to discuss any aspect of the
transaction with you in greater detail. We would
appreciate it if you would confirm Maxim Series Fund,
Inc.'s consent to the transfer by signing in the space
below and returning this letter to us.
Our relationship with you is very important to us
and we believe that The Bank of New York will maintain and
even enhance the quality of services you have been
accustomed to receiving from J.P. Morgan.
For: For:
Morgan Guaranty Trust Company The Bank of New York
of New York /s/ Thomas J. Perna
/s/ Lisa R. Lanelli
For:
Acknowledged and agreed to by:
Maxim Series Fund, Inc. Attest:
/s/ J.D. Motz /s/ Beverly A. Byrne
A subsidiary of
J. P Morgan & Co.
Incorporated
CUSTODY AGREEMENT
This Agreement is made this 24th day of June 1991 between Maxim Series
Fund, Inc. (the "Company") , a Maryland corporation, and Morgan Guaranty Trust
Company of New York ("Morgan").
1. Morgan will open and maintain an account on behalf of the Company
(the "Account") and hold therein all cash, securities and other property as
shall from time to time be received and accepted by Morgan pursuant to this
Agreement, and will collect and receive all income, monies and other properties
paid or deposited in respect of the property held in the Account or realized on
the sale or other disposition of property in the Account. All assets in the
Account shall be held for the use and benefit of the Company, shall remain the
specific property of the Company and shall not be subject to any claim made by
the Bank against the Company, nor to any right of set off by the Bank and,
except for cash, shall not be subject to the claim of any third party against
the Bank.
2. Morgan will, upon instructions of the Company given as provided in
paragraph 14: (a) deliver or receive securities and other property, (b) convert,
redeem or exchange for other securities and other property any securities or
other property at any time held in the Account, and (c) transfer or make
payments from the Account of securities and other property to such persons as
may from time to time be specified by the Company.
3. Morgan shall notify Company of any fractional interests in securities
received by Morgan as a result of stock dividends and will dispose or sell of
such fractional interests.
4. When Morgan is instructed to receive securities against payment, the
Company will have funds or equivalent receivables on deposit with Morgan or have
funds made available to Morgan in advance for such purpose.
5. Morgan is not under any duty to provide the Company with investment
advice or to supervise the Company's investments.
6. Morgan shall notify the Company of each transaction involving the
Account and will render a statement of transactions with respect to the Account
on a regular basis. Additional periodic statements and certifications of assets
shall be rendered as the Company may reasonably require. Morgan shall at all
times maintain proper books and records with regard to all transactions
contemplated by this Agreement. Books and records shall be subject to audit and
inspection by the Company. During the course of Morgan's regular business hours,
authorized employees and representatives of the Company, upon giving one
business day notice, or regulatory officials, upon reasonable notice whenever
possible, shall be entitled to examine on Morgan's premises,
<PAGE>
Morgan's records relating to the Account or inspect the assets of the Account.
7. The Bank will send to the Company (i) such proxies (signed in blank
if issued in the name of the nominee) and communications with respect to
securities in the Account as call for voting or other action by the stockholder;
(ii) any information which relates to legal proceedings and which is received by
Morgan for forwarding to the Company; and (iii) any information relating to the
securities.
8. The Company hereby authorizes Morgan to hold securities owned by the
Company with the Depository Trust Company, the Participants Trust Company, the
Federal Reserve Bank and Euroclear. Securities so held by Morgan, or held in
fungible bulk by Morgan for more than one owner, shall be separately identified
on Morgan's official records as being owned by the Company. Morgan shall provide
annual certification that the securities are held in custody or as required by
applicable regulatory officials.
9. Morgan's records shall identify which securities are kept with the
Depository Trust Company, the Participants Trust Company, the Federal Reserve
Bank and Euroclear and shall also identify the location of the securities, and,
if held through an agent, the name of the agent.
10. All the securities that are registered must be registered in the
name of the Company, in the name of a nominee of the Company, in Morgan's name
or its nominee, or, if held in an authorized clearing corporation, in the name
of the clearing corporation or its nominee. For securities held in the name of a
nominee, the Company will have the same responsibility as if the securities were
registered in its name.
Compensation for Morgan's services pursuant to this Agreement
shall be as agreed to in advance from time-to-time by Morgan and the Company and
shall be evidenced in writing. Morgan will provide a monthly statement to the
Company reflecting the fees due and owing to Morgan for its services rendered
pursuant to this Agreement. The Company will remit payment according to said
invoice within 30 business days after receipt thereof either by electronic wire
transfer or by check. If such statement is not paid within the thirty day
period, Morgan is authorized to charge the account in accordance with its
preauthorized debit procedures.
12. Morgan is authorized to charge the account with all taxes and
expenses incidental to the transfer of securities on the Company's behalf and
will provide on a monthly basis an itemized statement to the Company of such
charges.
2
<PAGE>
13. Morgan is authorized to disclose the Company's name, address and
securities position to the issuers of such securities when requested to do so by
them.
14. Morgan shall be authorized to accept and rely upon the instructions
given by any authorized employee of the Company, including any verbal
instructions which the individual receiving such instructions on behalf of
Morgan believes in good faith to have been given by an authorized employee of
the Company, and all authorizations shall remain in full force and effect until
canceled or superseded by subsequent instructions received by Morgan.
15. Morgan will post income and principal payments to the Account
pursuant to Schedule A attached hereto and incorporated herein by reference. For
any failure to so post income and principal payments, Morgan agrees to pay
compensation to the Company as agreed to in writing by the parties.
16. After safe delivery of securities to Morgan and until redelivery or
other disposition of such securities pursuant to instructions by the Company,
Morgan assumes liability for loss thereof due to the negligence or willful
misconduct of Morgan, the unexcused breach of this Agreement by Morgan or
violation by Morgan of any applicable law, regulation or order. Safe delivery
shall be evidenced by a confirmation issued by Morgan.
17. Morgan agrees that it is responsible for and required to fully
reimburse and indemnify the Company for any loss of securities pursuant to
Paragraph 16 above. In the event there is a loss of securities as to which
Morgan is obligated to indemnify the Company, Morgan shall promptly replace the
same or the value thereof, and the value of any loss of rights or privileges
pertaining to such securities which result from such loss.
18. When Morgan is instructed to deliver securities against payment,
delivery may actually be made before receipt of payment in accordance with
generally accepted market practice of net end-ofday settlement. The Company
bears the risk that the recipient of the securities may fail to make payment,
return the securities or hold the securities or the proceeds of their sale in
trust for the Company of for Morgan as agent.
19. The Company will execute its investment transactions on its own
behalf. However, in the event the Company chooses to utilize the services of
Morgan, Morgan will, at its sole discretion, accept orders from the Company for
the purchase or sale of securities and either execute such orders itself or by
means of an agent, such as a broker or other financial organization of its
choice, subject to the fees and commissions in effect from time to
3
<PAGE>
time. Morgan shall not be responsible for any act or omission, or for the
solvency, of any broker or agent selected by Morgan to effect any transaction
for the Company's account. When instructed to buy or sell securities for which
Morgan acts as a dealer, Morgan will buy or sell such securities from or to
itself as principal.
20. Morgan will be entitled to reverse any credits made on the Company's
behalf where such credits have been previously made and securities or monies are
not finally collected.
21. All shipments of negotiable or non-negotiable securities from Morgan
must be by registered mail, registered airmail and/or express and connecting
messenger therewith and must be insured.
22. Morgan shall be under no obligation or duty to take action to effect
collection of any amount if the securities upon which such payment is due are in
default, or if payment is refused after due demand and presentation.
23. It is understood that Morgan is authorized to supply any information
regarding the Account which is required by any law or governmental regulation
now or hereafter in effect.
24. Each and every right granted to the parties hereunder or under any
other document delivered hereunder or in connection herewith, or allowed them by
law or equity, shall be cumulative and may be exercised from time to time. No
failure on the part of either party to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by either party of any right preclude any other or future exercise thereof or
the exercise of any other right.
25. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
26. This Agreement may be amended or terminated at any time by written
agreement of the parties and may be terminated by either party at any time upon
60 days written notice to the other party. In the event of termination of this
Agreement, Morgan shall join in whatever action is necessary to effect the safe
return to the Company, or the transfer to such person(s) designated by the
Company, of the assets comprising the Account.
4
<PAGE>
27. Notices and other communications shall be addressed to the parties
hereto at the address set forth in the signature part of this Agreement.
28. The Agreement shall be governed by the laws of the State of New York
and will be binding upon the successors and assigns of the parties hereto.
Dated as of the day and year first above written.
MAXIM SERIES FUND, INC. MORGAN GUARANTY TRUST COMPANY
8515 E. Orchard Road OF NEW YORK
Englewood, Colorado 80111 New York, New York
By: /s/ G.R. Derback By: /s/
Title: Treasurer Title: Vice President
By: /s/ R.B/ Lurie By:
Title: Secretary Title:
Taxpayer Identification No.:
84-0876044
5
<PAGE>
SCHEDULE A
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Security Type .......Date of Credit Type of Funds
- -------------------------------------------------------------------------------------
DTC Eligible - Interest Payable Date Like Funds
Principal Amortization Payable Date, if the
factor is known ,
upon collection, if
factor is unknown Like Funds
Physical - Interest Payable Date Like Funds
FRB Eligible Payable Date Fed Funds
PTC Eligible - GNMA I Payable Date + 1 Fed Funds
PTC Eligible - GNMA II Payable Date Fed Funds
CMO's - Interest Payable Date Like Funds
CMO's - Principal Upon collection, Like Funds
Scheduled Maturities
- FRB,DTC Payable Date Like Funds
- Physicals Upon collection -
typically Payable Date Like Funds
Other Categories Upon Collection Like Funds
</TABLE>
Dated: June 24, 1991
<PAGE>
Securities, Trust & Information Services
(GCIC - Brussels)
Global Custody Agreement
JPMorgan
Rev. 9/28193 2.CUS
XX.XX
<PAGE>
Global Custody Agreement
Agreement dated as of December -, 1993 between Morgan Guaranty Trust Company
of New York (the "Custodian"), acting through its office at 35 avenue des
Arts, Brussels, Belgium, and Maxim Series Fund, Inc. (the "Client").
Whereas, the Client desires to arrange for the custody of certain of its assets
and the provision of related services by the Custodian;
Now, Therefore, in consideration of the mutual agreements contained herein,
the Custodian and the Client agree as follows:
1. Definitions. The following terms, as used herein, shall have the following
meanings-.
"Authorized Instruction" means a written, oral or electronic communication
received by the Custodian that the Custodian believes in good faith to have
been given by an Authorized Person and that has been transmitted subject to
the Security Procedure or Procedures agreed upon in writing by the Custodian
and the Client.
"Authorized Persons" means those persons who have been designated by or duly
authorized by the Client pursuant to all necessary corporate or other action
(which shall be evidenced by appropriate documentation delivered to the
Custodian) to act on behalf of the Client in connection with this Agreement.
Such persons shall continue to be Authorized Persons until such time as the
Client has delivered to the Custodian appropriate documents revoking the
authority of such persons.
"Cash" has the meaning set forth in Section 5.
"Cash Account" means a current account (which may be divided into a number of
subaccounts, denominated in U.S. dollars, Belgian francs or any other currency
or Composite Currency Unit acceptable to the Custodian) opened by the
Custodian on its books in the name of the Client.
"Communication Products" has the meaning set forth in Section 28.
"Composite Currency Units" means the European Currency Unit ("ECU"), the
Special Drawing Right "SDR") or another composite unit consisting of the
aggregate of specified amounts of specified currencies, such as ECU, SDR or
other unit may be constituted from time to time.
"Morgan Affiliate" means any office or branch of Morgan Guaranty Trust Company
of New York ("Morgan") other than the Custodian and any other entity that
directly, or indirectly through one or more intermediaries, controls Morgan or
any other entity that is controlled by or is under common control with Morgan.
"Securities Account" means any securities account opened by the Custodian on
its books in the name of the Client.
"Securities Depository" means any securities depository, book-entry system or
clearing system set forth on Appendix A hereto, as amended from time to time
in accordance with Section 19 hereof.
"Security" means any share, stock, bond, debenture, note, certificate of
indebtedness, warrant, option or other security or financial instrument
acceptable to the Custodian (whether represented by a certificate or by a
book-entry on the records of the issuer or other entity responsible for
recording
Rev. 9/28/93
2.CUS
xx.xx
<PAGE>
such book-entries) that is from time to time held for the account of the
Client directly, or indirectly through a Subcustodian or Securities
Depository, by the Custodian pursuant to this Agreement.
"Security Procedure" means a procedure established in accordance with terms and
conditions agreed upon in writing by the Custodian and the Client for the
purpose of (i) verifying that an Authorized Instruction or communication
amending or canceling an Authorized Instruction is that of the Client or (ii)
detecting error in the transmission or the content of an Authorized Instruction
or communication. A Security Procedure may require the use of algorithms or
other codes, identifying words or numbers, encryption, callback procedures, or
similar security devices.
"Subcustodian" means any bank or other institution (other than a Securities
Depository) set forth on Appendix A hereto, as amended from time to time in
accordance with Section 19, hereof.
"Unencumbered Securities Account" has the meaning set forth in Section 14.
2. Representations, Warranties and Covenants of the Client. The Client
represents and warrants that the execution, delivery and performance by the
Client of this Agreement (i) are within the Client's corporate, trust or other
constitutive powers; (ii) have been duly authorized by all necessary corporate,
trust or appropriate action under its constitutive documents; (iii) require no
action by or in respect of, or filing with, any governmental body, agency or
official (including without limitation any exchange control approvals) other
than those set forth in Appendix B, which have been duly taken or made or will
be duly taken or made as and when required; and (iv) do not contravene, or
constitute a default under any provision of applicable law or regulation or of
the organic documents of the Client or of any agreement, judgment, injunction,
order, decree or other instrument binding upon the Client. In addition, the
Client represents and warrants that each of the statements set forth in Appendix
B under "Additional Information" is true and correct. The Client represents,
warrants and covenants that the Custodian shall be entitled to deal with all
Securities free of any propriety or equitable interest of any person or entity
(other than interests of the Client, the Custodian, Subcustodians and Security
Depositories). The Client agrees to inform the Custodian immediately if any
statement set forth in this Section 2 or in Appendix B ceases to be true and
correct as of any date after the date hereof.
3. Securities Accounts. The Client hereby establishes with the Custodian one or
more Securities Accounts, which shall contain, in the manner and on the terms
specified herein, the Client's Securities.
4. Terms of Custody.
(a) Authority to Hold Securities. Subject to the terms and conditions of
this Agreement, ---------------------------- the Client
hereby authorizes the Custodian to hold any Securities received from time to
time for the account of the Client. The Custodian may, at its sole discretion,
hold the Securities directly or indirectly through one or more Subcustodians or
Securities Depositories. Securities held indirectly through any Subcustodian
shall be held subject to the terms and conditions of the Custodian's agreement
with such Subcustodian. Securities held indirectly through any Securities
Depository shall be held subject to the Custodian's or Subcustodian's agreement
with such Securities Depository and to the rules and terms and conditions of
such Securities Depository.
lb) Fungibility. The Client agrees that Securities of any issue held by the
Custodian directly, or indirectly through any Subcustodian or Securities
Depository, may be treated as fungible with all other securities of the same
issue pursuant to the provisions of the Belgian Royal Decree No. 62 of November
10, 1967, as amended (or other applicable law). The Client shall have no right
to any
Rev. 9/28/93
2.CUS
2
<PAGE>
specific securities but shall instead be entitled, subject to applicable laws
and regulations and to the terms of this Agreement, to transfer, deliver or
repossess from the Custodian an amount of securities of any issue that is
equivalent to the amount of such securities credited to a Securities Account,
without regard to the certificate numbers (or other identifying information)
of the securities originally deposited, and the Custodian's obligation to the
Client with respect to such Securities shall be limited to effecting such
transfer, delivery or repossession.
(c) Identification of Client's Interests. The Custodian shall cause the Client's
interest in any Securities held directly by the Custodian to be evidenced by a
credit to a Securities Account on the books of the Custodian. The Custodian
shall cause the Client's interest in any Securities held indirectly by the
Custodian through a Subcustodian or Securities Depository to be evidenced by (i)
a credit to a Securities Account on the books of the Custodian, (ii) by a credit
to the account of the Custddian on the books of the Subcustodian and (iii) by a
credit to the account of the Custodian or Subcustodian on the books of the
Securities Depository. Securities may be registered in the name of the
Custodian's nominee or, as to any Securities held by an entity other than the
Custodian, in the name of such entity's nominee. The Client agrees to hold any
such nominee harmless from any liability as a holder of record of such
Securities.
(d) Liens of Subcustodians and Securities Depositories. Unless otherwise
authorized by the Client in writing, the Custodian shall hold Securities
indirectly through a Subcustodian or Securities Depository only as long as (i)
the Securities are not subject to any right, charge, security interest, lien or
claim of any kind in favor of such Subcustodian or Securities Depository or the
creditors or operators of any of them, including a receiver or trustee in
bankruptcy or similar authority, except for a claim of payment for the safe
custody or administration of the Securities or for funds advanced on behalf of
the Client by such Subcustodian or Securities Depository and (ii) beneficial
ownership of the Securities is freely transferable without the payment of money
or value other than for safe custody or administration.
S. Cash Account.
(a) The Client hereby establishes and shall maintain with the Custodian a
Cash Account to be used in connection with transactions relating to
the Securities. The collected balance from time to time in the Cash
Account shall constitute "Cash". Any credit made to the Cash Account
shall be provisional and may be reversed if such payment is not
actually collected or received.
lb) Except as otherwise provided by law, the Cash Account (including
subdivisions maintained in different currencies, including Composite Currency
Units) shall constitute one single and indivisible current account.
Consequently, the Custodian has the right, among others, of transferring the
balance of any subaccount of the Cash Account to any other subaccount at any
time and without prior notice.
(c) The Custodian may in accordance with customary practice hold any currency
(other than Belgian Francs) or Composite Currency Unit in which any subdivision
of the Cash Account is denominated on deposit in, and effect transactions
relating thereto through, an account (a "Foreign Account") with a Morgan
Affiliate or another bank in the country where such currency is the lawful
currency or in other countries where such currency or Composite Currency Unit
may be lawfully held on deposit,
(d) The Custodian shall have no liability for any loss or damage arising
from the applicability of any law or regulation now or hereafter in
effect, or from the occurrence of any event, which may affect the
transferability, convertibility, or availability of any currency
(other than Belgian Francs) or Composite Currency Unit in the
countries where such Foreign Accounts are maintained and in no event
shall the Custodian be obligated to substitute another currency for a
currency (including a
Rev. 9/28/93
2.CUS
3
<PAGE>
currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected by such law,
regulation or event. To the extent that any such law, regulation or event
imposes a cost or charge upon the Custodian in relation to the
transferability, convertibility, or availability of any such currency or
Composite Currency Unit, such cost or charge shall be for the account of the
Client. If pursuant to any such law or regulation, or as a result of any such
event, the Custodian cannot deal in any component currency of a Composite
Currency Unit or effect a particular transaction in a Composite Currency Unit
on behalf of the Client, the Custodian may thereafter treat any account
denominated in an affected Composite Currency Unit as a group of separate
accounts denominated in the relevant component currencies.
(e) Transactions in a currency or Composite Currency Unit shall be subject to
the regulations laid down by the exchange control authorities of Belgium and
of the country where such currency is the lawful currency or where such
Composite Currency Unit is held on deposit.
6. Instructions by the Client.
(a) Generally, The Client shall give an Authorized Instruction with
respect to Cash and --------- Securities only to the Custodian or to
the Custodian's designee. The Client agrees to be bound by all
Authorized Instructions, whether or not such instructions were duly
authorized in accordance with the Client's own procedures. The
Custodian shall not be required to follow any Authorized Instruction
that would violate any applicable law, decree, regulation or order of
any government or governmental body (including any court or tribunal)
or that would be contrary to any provision of this Agreement.
(b) Payments. Payments shall be made by the Custodian or a Subcustodian only
to the extent that sufficient Cash in the applicable currency is available in
the Cash Account or otherwise available therefor and only (i) as specified by
an Authorized Instruction, (ii) as permitted by Sections 14 and 15 or (iii)
upon the termination of this Agreement as set forth in Section 17 hereof. The
Custodian may make payments, or direct a Subcustodian to make payments, from
time to time on behalf of the Client when sufficient Cash in the applicable
currency is not available in the Cash Account or otherwise available therefor,
but neither the Custodian nor any Subcustodian shall have any obligation to
make such payments. If any payments are made that result in an overdraft in a
particular currency, then such overdraft shall be payable on demand by the
Custodian and shall bear interest for each day outstanding at the rate
customarily charged by the Custodian for overdrafts in such currency.
(c) Delivery of Securities. Any Securities held by a Subcustodian shall be
subject only to the instructions of the Custodian (or another Subcustodian for
which such Subcustodian is acting) and any Securities held by a Securities
Depository shall be subject only to the instructions of the Custodian (or the
Subcustodian for which such Securities Depository is acting). Securities shall
be transferred, exchanged, or delivered by the Custodian or a Subcustodian to
the extent that sufficient Securities are actually in the Securities Account
and available for delivery and only:
(i) as specified by an Authorized Instruction;
(ii) in exchange for or upon conversion into other Securities or Cash pursuant
to a plan of merger, consolidation, reorganization, recapitalization or
readjustment;
(iii) upon the conversion of Securities pursuant to their terms into other
Securities;
(iv) as permitted by Sections 14 and 15; or
(v) upon the termination of this Agreement as set forth in Section 17 hereof.
Rev. 9/28/93
2.CUS
4
<PAGE>
7. Corporate Actions. Until the Custodian receives an Authorized Instruction to
the contrary, the Custodian shall, or shall instruct the appropriate
Subcustodian to:
(i) collect dividends, interest and other payments made and stock dividends,
rights and similar distributions made or issued with respect to Securities, in
each case net of any applicable taxes or other charges withheld by the payor
of such payment or distribution;
(ii) promptly after the Custodian becomes aware thereof, notify the Client of
any rights offering by any issuer of Securities held in a Securities Account
and, to the extent permitted by law applicable to the relevant Subcustodian
and the Custodian, sell such rights in the principal market for such rights
and deposit the proceeds of such sale in the Client's Cash Account if the
Client does not instruct the Custodian whether to purchase securities under
such rights offering by the deadline for such purchase;
(iii) promptly after receipt thereof, forward to the Client those
communications relating to any Securities which call for voting or the
exercise of rights or other specific action (including materials relating to
legal proceedings intended to be transmitted to holders of such Securities);
(iv) present for payment maturing Securities and those called for redemption;
(v) execute in the name of the Client such ownership and other certificates as
may be required to obtain payment or exercise any rights in respect of any
Securities;
(vi) accept and open all mail directed to the Client in care of the Custodian or
a Subcustodian;
(vii)disclose the Client's name, address and Securities position and any other
information to the issuers of Securities when requested to do so by them;
and
(viii) dispose of fractional interests received by the Custodian or a
Subcustodian as a result of stock dividends by selling any fractional interest
received in accordance with local law and practice.
With respect to any corporate actions not listed above, the Custodian shall
(in the absence of an Authorized Instruction from the Client within any
prescribed deadline) take any action that it considers appropriate in the
circumstances; provided that the Custodian shall not be liable for the
consequences of any such action. If the Custodian or any Subcustodian or
Securities Depository holds any Securities in which the Client has an interest
as part of a fungible mass, the Custodian or such Subcustodian or Securities
Depository shall select the securities to participate in partial redemptions,
partial payments or other actions affecting less than all securities of the
relevant class in any non-discriminatory manner that it customarily uses to
make such selection. If any Securities become subject to a partial redemption,
partial payment or other action, the Client agrees that any manner used by the
Securities Depository to select the securities to participate in such partial
redemption, partial payment or other action shall be acceptable.
8. Reporting.
(a) Statements. The Custodian shall mail, or cause to be mailed, or transmit
---------- electronically to the Client (or, with prior written consent of
the Client, make available electronically) monthly statements of the
Securities Accounts and Cash Account. Such statements shall list all
Securities and Cash and specify (i) whether the Securities are held
directly by the Custodian or indirectly through a Subcustodian or
Securities Depository and (ii) the amount of Cash held on deposit in each
currency. The Client agrees that each such statement shall be binding on
the Client 30 days after (a) in the case of any statement sent by mail, it
has been mailed by first class mail, postage prepaid or (b) in
Rev. 9/28/93
2.CUS
5
<PAGE>
the case of any statement transmitted or made available electronically, it has
been transmitted or
made available electronically to the Client, unless the Client has theretofore
notified the Custodian in writing of any inaccuracy in such statement.
(b) Access to Records. The Custodian shall allow the Client and its
independent public accountants reasonable access to the records of the
Custodian relating to the Securities and Cash as is required by the Client or
its accountants in connection with their examination of the books and records
pertaining to the affairs of the Client and shall require each Subcustodian
and Securities Depository to grant such access to the Client and its
independent public accountants to the extent consistent with applicable law
and regulations. The Custodian has no obligation to maintain any records for a
period of more than 10 years. The Custodian shall have no obligation to
require any Subcustodian or Securities Depository to maintain records for any
specified period of time.
(c) Other Information. From time to time, the Custodian may provide additional
reporting information to the Client on terms and conditions agreed upon by the
parties hereto in writing. The additional information may include data
obtained from third parties, such as pricing valuation information relating to
the Securities. The Client agrees that it shall not redistribute or resell
data obtained from third parties, except that it may provide such data to the
beneficial owners of the Securities as recorded on the Client's books and
records.
9. Taxes. The respective responsibilities of the Client and the Custodian with
respect to tax matters are set forth in Appendix C hereto and incorporated by
reference herein.
10. Responsibilities; Indemnification by the Custodian.
(a) Standard of Care. The Custodian shall use reasonable care in the
performance of its ------------ duties hereunder and shall exercise the
same degree of care with respect to the Securities as it would with respect
to its own securities and property. The Custodian shall require each
Subcustodian to use reasonable care in the performance of its duties and to
exercise the same degree of care with respect to the Securities as it would
with respect to its own securities and property and those of its other
customers. The Custodian shall be responsible to ensure that each
Subcustodian that is a Morgan Affiliate performs in accordance with the
foregoing standard. The Custodian's responsibility with respect to any
Securities held by a Subcustodian (other than a Morgan Affiliate) or any
carrier of Securities acting for the Custodian or any Subcustodian is
limited to the failure on the part of the Custodian (or a Subcustodian that
is a Morgan Affiliate) to exercise reasonable care in the selection or
retention of such Subcustodian or carrier; it being understood that the
Client shall be deemed to have approved the selection of the Subcustodians
listed on Appendix A (as amended from time to time in accordance with
Section 19) or otherwise approved or selected by the Client.
(b) Insurance. The Custodian shall, and shall require each Subcustodian to,
maintain insurance coverage with respect to the Securities covering such risks
and in such amounts as the Custodian or such Subcustodian maintains with
respect to securities which the Custodian or such Subcustodian holds for its
own account and for the account of other customers.
(c) Indemnification by the Custodian. The Custodian shall indemnify the Client
against, and hold the Client harmless from, any loss or liability (including,
without limitation, the reasonable fees and disbursements of counsel and other
legal advisors, but excluding all losses and liabilities of the types
described in Section I 1 hereoo incurred by the Client by reason of the
negligence (whether through action or inaction) or willful misconduct of the
Custodian or any Subcustodian that is a Morgan Affiliate in connection with
the services provided pursuant to this Agreement or the applicable
subcustodian agreement. The Custodian shall require each Subcustodian that is
not a Morgan Affiliate to indemnify the Custodian and the Client against, and
hold the Custodian and the Client
Rev. 9/28/93
2.CUS
6
<PAGE>
harmless from, any loss or liability (including, without limitation, the
reasonable fees and disbursements of counsel, but excluding all losses and
liabilities of the types specified in Section I 1) incurred by the Custodian
or the Client by reason of the negligence (whether through action or inaction)
or willful misconduct of such Subcustodian in connection with the services
provided by such Subcustodian pursuant to the applicable subcustodian
agreement.
11. Limitations on Responsibilities and Liabilities.
(a) Generafly, The Custodian shall be responsible for the performance of only
those --------- duties as are set forth herein or contained in an
Authorized Instruction that is not contrary to the provisions of this
Agreement.
(b) Consequential Damages. Under no circumstances shall the Custodian, any
Subcustodian or any Securities Depository be liable to the Client or any other
person for indirect, special or consequential damages, even if the Custodian
or such Subcustodian or Securities Depository is apprised of the likelihood of
such damages.
(c) Coroorate Actions. The Custodian shall not be liable for any loss
occasioned by the failure of the Custodian to notify the Client of any payment
of dividends or interest or any redemption, rights offering or other
distribution made with respect to any Security or any other corporate action
taken or to be taken with respect to any Security if the Custodian or a
Subcustodian has not received notice of such transaction directly from the
issuer of such Security or if such distribution or action was not included in
the reports of an internationally-recognized investment data service selected
by the Custodian.
(d) Authorized Instructions. Neither the Custodian nor any Subcustodian shall
be liable ----------------------- for any action taken in good faith upon
an Authorized Instruction.
(e) Payment and Delivery Instructions. In some securities markets, securities
deliveries and payments therefor may not be or are not customarily made
simultaneously. Accordingly, the Client agrees that, notwithstanding the
Client's instruction to deliver Securities against payment or to pay for
Securities against delivery, the Custodian or a Subcustodian may make or
accept payment for or delivery of Securities in such form and manner as may be
satisfactory to it and at such time and in such manner as shall be in
accordance with the customs prevailing in the relevant market or among
securities dealers. The Client shall bear the risk that (i) the recipient of
Securities may fail to make payment, return such Securities or hold such
Securities or the proceeds of their sale in trust for the Client and (ii) the
recipient of payment for Securities may fail to deliver the Securities (such
failure to include, without limitation, delivery of forged or stolen
Securities) or to return such payment, in each case whether such failure is
total or partial or merely a failure to perform on a timely basis. Neither the
Custodian nor any Subcustodian shall be liable to the Client for any loss
resulting from any of the foregoing events.
(o Reversals. In some securities markets and cash clearing systems, deliveries
of securities and cash may be reversed under certain circumstances.
Accordingly, credits of securities to a Securities Account and cash to the
Cash Account are provisional and subject to reversal if, in accordance with
relevant local law and practice, the delivery of the security or cash giving
rise to the credit is reversed.
(g) Fore4qn Currency Risks. The Client shall bear all risks of investing in
Securities or holding Cash denominated in a currency, including a Composite
Currency Unit, other than that of the Client's home jurisdiction. Without
limiting the foregoing, the Client shall bear the risks that rules or
procedures imposed by Securities Depositories, exchange controls, asset
freezes or other laws or regulations shall prohibit or impose burdens or costs
on the transfer to, by or for the account of the Client of
Rev. 9/28/93
2.CUS
7
<PAGE>
Securities or Cash held outside the Client's jurisdiction or denominated in a
currency other than the currency of the Client's home jurisdiction or the
conversion of Cash from one currency into another currency. The Custodian shall
not be obligated to substitute another currency for a currency (including a
currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected Andy such law,
regulation, rule or procedure. Neither the Custodian nor any Subcustodian shall
be liable to the Client for any loss resulting from any of the foregoing events.
(h) Force Maieure. Notwithstanding any other provision contained herein, the
Custodian shall not be liable for any action taken, or any failure to take any
action required to be taken, hereunder or otherwise to fulfill its obligations
hereunder (including without limitation the failure to receive or deliver
securities or the failure to receive or make any payment) in the event and to
the extent that the taking of such action or such failure arises out of or is
caused by war, insurrection, riot, civil commotion, act of God, accident, fire,
water damage, explosion, mechanical breakdown, computer or system failure or
other failure of equipment, or malfunction or failures caused by computer virus,
failure or malfunctioning of any communications media for whatever reason,
interruption (whether partial or total) of power supplies or other utility of
service, strike or other stoppage (whether partial or total) of labor, any law,
decree, regulation or order of any government or governmental body (including
any court or tribunal), or any other cause (whether similar or dissimilar to any
of the foregoing) whatsoever beyond its reasonable control or the reasonable
control of any Subcustodian.
(i) Delays. Except in the case of a failure by the Custodian or a Morgan
Affiliate to exercise the standard of care required by Section 10(a), the
Custodian shall not be liable for delays in carrying out payment instructions
given by the Client. In the event that a delay in the carrying out of a payment
instruction is caused by such a failure of the Custodian or a Morgan Affiliate,
the liability of the Custodian shall not exceed an interest equivalent for the
period from the day when the payment would have been carried out, but for the
negligence of the Custodian or such Morgan Affiliate, until the day when it is
actually carried out (excluding any portion of such period during which the
Custodian cannot carry out such instructions as a result of any event referred
to in Section 11(h)); provided that if the Client shall fail to report the delay
to the Custodian within 10 days from the date when the payment would, but for
the negligence of the Custodian or a Morgan Affiliate, have been made, then the
Custodian shall not be liable for an interest equivalent for more than a total
of 10 days.
6) Client's Reportin-q Obl@gations. The Client shall be solely responsible for
compliance with any notification or other requirement of any jurisdiction
relating to or affecting the Client's beneficial ownership of the Securities,
and the Custodian assumes no liability for noncompliance with such requirements.
(k) No Investment Advice. Neither the Custodian nor any Subcustodian or Morgan
Affiliate -------------- is under any duty to provide the Client with
investment advice or to supervise its investments.
(/) Fraudulent Securities. The Custodian shall have no liability for losses
incurred by the Client or any other person as a result of the receipt or
acceptance of fraudulent, forged or invalid Securities (or Securities which are
otherwise not freely transferable or deliverable without encumbrance in any
relevant market).
(m) Third Party Information. The Custodian shall have no responsibility for the
accuracy of any information provided by the Custodian to the Client that has
been obtained from third parties pursuant to Section 7 or 8(c) of this
Agreement.
Rev. 9/28/93
2.CUS
8
<PAGE>
12. Use of Morgan Affiliates.
(a) Executing Orders. The Custodian shall, in its sole discretion and if
permitted by ---------------- applicable law, accept orders from the Client
for the purchase or sale of Securities and either execute such orders
itself or by means of Morgan Affiliates or brokers or other financial
organizations of its choice, subject to the fees and commissions in effect
from time to time. The Custodian shall not be responsible for any act or
omission, or for the solvency, of any broker or other financial
organization so selected to effect any transaction for the account of the
Client. When instructed to buy or sell Securities for which the Custodian
or a Morgan Affiliate acts as a dealer, the Custodian may buy or sell such
Securities from or to either itself, as principal, or such Morgan
Affiliate.
(b) Disclosure to Morgan Affiliates. Notwithstanding the provisions of
Section 26 hereof, the Custodian may disclose to any Morgan Affiliate details
with respect to the Securities and the transactions effected hereunder. Such
disclosure shall be for the purpose of identifying banking, securities and
financial services that Morgan Affiliates may be able to provide to the
Client.
(c) Sub-Contractinq. The Client hereby agrees that the Custodian may arrange
with any Morgan Affiliate to act as a Subcustodian and/or to perform on
behalf of the Custodian any act required to be performed by the Custodian
hereunder.
13. Fees. The Client agrees to pay the Custodian as compensation for the
services provided hereunder a fee computed at rates determined by the
Custodian from time to time and communicated to the Client in advance, as
well as all assessments, charges and expenses (including, without limitation,
legal expenses and aftorney's fees) incurred by the Custodian in connection
with this Agreement.
14. Right to Debit and Set-Off. The Custodian has the right to debit any
subaccount of the Cash Account for any amount payable by the Client in
connection with any and all obligations of the Client to the Custodian,
whether or not relating to or arising under this Agreement. In addition to
the rights of the Custodian under applicable law and other agreements, at any
time when the Client shall not have honored any and all of its obligations to
the Custodian, whether or not relating to or arising under this Agreement,
the Custodian shall have the right without notice to the Client to retain or
setoff, against such obligations of the Client, any assets the Custodian or
any Morgan Affiliate may directly or indirectly hold for the account of the
Client, and any obligations (whether matured or unmatured) that the Custodian
or any Morgan Affiliate may have to the Client in any currency or Composite
Currency Unit, including time deposits and all assets credited to any
Securities Account other than an Unencumbered Securities Account. Any such
asset of, or obligation to, the Client may be transferred among the Custodian
and any Morgan Affiliates in order to effect the above rights. For purposes
of this Agreement, an "Unencumbered Securities Account" means any Securities
Account that is designated by the Client, and acknowledged by the Custodian
in writing, as containing only securities held for the account of the
Client's customers and any other Securities Account as to which the Client
and the Custodian have agreed in writing shall be considered an Unencumbered
Securities Account.
15. Security Interests. In order to secure the prompt and complete payment
when due of any and all obligations of the Client to the Custodian, now
outstanding or which may be outstanding at any time in the future, whether or
not relating to or arising out of this Agreement, the Client hereby pledges
and grants to the Custodian a security interest in (i) all of the Client's
right, title and interest in and to the Cash Account, including any credit or
debit balance which now appears or may at any time in the future appear in
any currency or Composite Currency Unit subaccount of the Cash
Rev.
9/28/93
2-CUS
9
<PAGE>
Account, (ii) all of the Client's right, title and interest in and to all time
deposit accounts and notice accounts that the Client may open from time to time
with the Custodian, (iii) all of the Client's right, title and interest in and
to all Securities Accounts (other than Unencumbered Securities Accounts) and the
amount of all securities which are now or at any time in the future shall be
standing to the credit of a Securities Account (other than an Unencumbered
Securities Account) (clauses (i), (ii) and (iii) of this Section 15 being
referred to collectively herein as the "Collateral"), (iv) all amounts of cash,
securities or other property or countervalue received or to be received with
respect to or in exchange for any and all of the then existing Collateral which
are, or are intended, to be credited to the Cash Account or a Securities Account
(other than an Unencumbered Securities Account) and (v) to the extent not
covered by the foregoing, all proceeds, product, offspring, rents or profits of
any or all of the foregoing (whether acquired before or after the commencement
of any bankruptcy or liquidation proceeding by or in respect of the Client)
which are, or are intended to be credited to the Cash Account or a Securities
Account (other than an Unencumbered Securities Account). All time deposit
accounts and notice accounts shall be deemed constituted for an indefinite
period, even though the Client and the Custodian may agree from time to time
that interest thereon will be paid on specified dates rather than only at final
maturity. The foregoing security interests are granted as security only and
shall not subject the Custodian to, or transfer or in any way affect or modify,
any obligation or liability of the Client with respect to any of the Collateral
or any transaction in connection therewith. The Client authorizes the Custodian
to perform all acts which the Custodian, in its sole discretion, deems necessary
or desirable to perfect and preserve its security interests and rights under
this Section 15. Upon any breach by the Client of its obligations hereunder, the
Custodian shall be entitled to exercise all of the remedies available to a
secured creditor under applicable law.
16. Indemnification by the Client. The Client agrees to indemnify the Custodian
and to hold the Custodian harmless from any loss or liability (including,
without limitation, the reasonable fees and disbursements of counsel and other
legal advisors) incurred by the Custodian or any Subcustodian in rendering
services hereunder or in connection with any breach of the terms of this
Agreement by the Client, except such loss or liability which results from the
Custodian's or such Subcustodian's failure to exercise the standard of care
required by Section 10(a) hereof.
17. Termination. This Agreement may be terminated by the Custodian or the Client
following receipt by the other party of 60 days' prior written notice thereof;
provided that such termination may be immediate if the other party shall be in
breach of its obligations hereunder or shall become the subject of bankruptcy,
insolvency, reorganization, receivership or other similar proceedings. If notice
of termination is given by the Custodian, Authorized Persons shall, within 60
days following receipt of such notice, specify in writing the names of the
persons to whom all Securities and Cash shall be delivered or paid. In such
case, the Custodian, subject to the payment of amounts owed to it pursuant to
Sections 6(b) and 13 hereof shall deliver such Securities and Cash, and require
each Subcustodian to deliver any Securities or Cash held by such Subcustodian,
to the persons so specified. If within 60 days following the receipt of a notice
of termination by the Custodian, the Custodian does not receive from the Client
the names of the persons to whom such Securities and Cash shall be delivered,
the Custodian, at its election, may deliver such Securities and Cash, and
require each Subcustodian holding any Securities or Cash to deliver such
Securities and Cash, to a bank or a trust company doing business in the state or
country where such Securities and Cash were held. Securities or Cash so
delivered shall be held and disposed of pursuant to the provisions of this
Agreement or an Authorized Instruction or may be continued to be held until the
names of such persons are delivered to the Custodian. If notice of termination
is given by the Client, the Custodian, subject to the payment of all amounts
owed to it pursuant to Sections 6(b) and 13 hereof shall deliver such Securities
and Cash, and require each Subcustodian holding any Securities or Cash to
deliver such Securities or Cash, to the persons specified in an Authorized
Instruction. If this Agreement is terminated by the Custodian or the Client, but
the Custodian or a Morgan Affiliate continues to provide other services to the
Client in connection with which the Client uses Communication
Rev. 9/28/93
2.CUS
10
<PAGE>
Products, then the provisions of Sections 27 and 28 hereof shall survive the
termination of this Agreement until the time that no such other services
continue to be provided by the Custodian or a Morgan Affiliate to the Client
or until otherwise terminated in writing by the Client or the Custodian. The
provisions of Sections 20, 24, 26 and Appendix G hereof and the indemnity
provisions of this Agreement and the provisions limiting the liabilities of
the Custodian and the Subcustodians shall survive the termination of this
Agreement (including any subsequent termination of Sections 27 and 28 hereoo.
18. Notices. Except as otherwise specified herein, any notice or other
communication to the Custodian or Client is to be addressed to the respective
party as set forth in Appendix D hereto or in such other manner as may be
specified by the one party to the other in writing from time to time. Unless
otherwise specified herein, notices shall be effective when received. If any
Authorized Instruction is given to the Custodian orally, then the Custodian's
record of such instruction shall constitute conclusive evidence of the
contents of such instruction, notwithstanding any conflicting written
confirmation or record of such instruction provided by the Client.
19. Amendments and Waivem. Any provision of this Agreement (including the
Appendices hereto) may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Client and the Custodian;
provided that (i) the Custodian may from time to time delete the name of
any Subcustodian or Securities Depository from Appendix A without notice to
or consent by the Client and (ii) the Custodian may from time to time add
the name of any bank, securities depository, book-entry system or clearing
system to Appendix A if it notifies the Client by first class mail of such
addition and does not receive in writing an objection to such addition
within 30 days after the date such notice is mailed.
20. Claims. Any claim arising out of or related to this Agreement must be
brought no later than one year after such claim has accrued.
21. Successors and Assigns; Governing Law; Jurisdiction. This Agreement shall
bind the successors and assigns of the Custodian and the Client. Except as
otherwise provided by the terms of this Agreement, neither the Custodian nor
the Client may assign any of its rights or obligations under this Agreement
without the prior written consent of the other party. This Agreement shall be
governed by and construed in accordance with the law of Belgium. [Alternate:
This Agreement shall be governed by and construed in accordance with the law
of the (State of New York] [England] except that the provisions set forth in
Sections 4(b) and 15 shall be governed by the law of Belgium.] The Client
hereby submits to the non-exclusive jurisdiction of any civil or commercial
court in Brussels [any federal or state court in New York City] [the High
Court of Justice in London) for purposes of all legal proceedings arising out
of or relating to this Agreement or the transactions contemplated hereby. The
Client hereby irrevocably waives, to the fullest extent permitted by
applicable law, any objection which it may now or hereafter have to the laying
of venue of any such proceeding brought in such a court and any claim that any
such proceeding brought in such a court has been brought in an inconvenient
forum. [For New York law only: The Client and the Custodian each hereby
irrevocably waives any and all rights to trial by jury in any legal proceeding
arising out of or relating to this Agreement.] [To the extent that the Client
has or may hereafter have any immunity (sovereign or otherwise) from
jurisdiction of any court or from any legal process with respect to itself or
its property, the Client hereby irrevocably waives such immunity in respect of
its obligations under this Agreement.]
Rev. 9/28/93 2.CUS
xx.xx
<PAGE>
22. Counterparts. This Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
23. Headings. The section headings used herein are for information only and
shall not affect the interpretation of any provision of this Agreement.
24. Evidence. The Custodian's books and records (whether on paper, microfilm,
microfiche, by electronic or magnetic recording, or any other mechanically
reproducible form or otherwise) shall be deemed to constitute, in the absence
of manifest error, sufficient evidence of the facts stated therein and of any
obligations of the Client to the Custodian.
25. Integration. This Agreement constitutes the entire agreement between the
parties hereto and
supersedes any and all prior agreements and understanding, oral or written,
relating to the subject matter hereof.
26. Confidentiality. The parties hereto agree not to disclose to any other
party and to keep confidential the terms and conditions of this Agreement,
any amendment hereof, and any Exhibit, Attachment or Appendix hereof,
including but not limited to service level profiles. The Client agrees to
cause all Authorized Persons to comply with the provisions of this Section
26. In the event that either the Client (including any Authorized Person) or
the Custodian breaches any provision of this Section 26, the other party
shall be entitled to temporary and permanent injunctive relief against the
other party (or such Authorized Person, as the case may be) without the
necessity of proving actual damages. Notwithstanding any other provision
herein, the Custodian may disclose the Client's name, address and securities
position and other information to such persons and to such an extent as
required by law (including, but not limited to, article 28 of the Belgian Law
of December 4, 1990 relating to securities transactions suspected of
constituting market manipulation, insider trading and other breaches of
financial regulations), the rules of any stock exchange or regulatory or
selfregulatory organization or any order or decree of any court or
administrative body that is binding on the Custodian or any Subcustodian or
Securities Depository.
27. Security Procedures. The validity of all Authorized Instructions
(including communications requesting cancellation or amendment of an
Authorized Instruction), shall be subject to compliance with the applicable
Security Procedure. The Client shall (i) not disclose, or permit any
Authorized Person to disclose, except on a "need to know" basis, any aspects
of any Security Procedure, (ii) notify the Custodian immediately if the
confidentiality of any Security Procedure is compromised and (iii) act to
prevent the Security Procedures from being further compromised. The Client
shall designate one or more persons, as identified in Appendix E, to receive
Security Procedure materials from the Custodian. The Client may amend
Appendix E from time to time upon seven days' prior written notice to the
Custodian in accordance with Section 18 of this Agreement. The Client
acknowledges that it has been fully informed of the protections and risks
associated with each of the various Security Procedures. If the Client
chooses not to use any Security Procedure, then the Client agrees to be bound
by any instruction that the Custodian believes in good faith to have been
given by an Authorized Person.
28. License. The Custodian hereby grants to the Client a personal,
nontransferable and nonexclusive license to use, for its internal purposes
only, the respective number of copies of any hardware, firmware, microcode
and software set forth in Appendix F or hereafter identified by the Custodian
in writing as communication products (the "Communication Products"), for the
respective terms set forth in Appendix F and at the respective locations set
forth in Appendix F, solely in
Rev. 9/28/93
2.CUS
12
<PAGE>
connection with transmitting and receiving electronic communications to and from
the Custodian in connection with this Agreement. The Client hereby acknowledges
and agrees that this license is subject to the terms and conditions set forth in
Appendix G.
29. Severability. In the event any of the terms and conditions of this Agreement
shall be held to be illegal or unenforceable, the validity of the remaining
provisions shall not be affected.
In Witness Whereof, the parties have caused this Agreement to be duly executed
by their respective authorized representatives as of the day and year first
above written.
Morgan Guaranty Trust Company of New York... Maxim Series Fund, Inc.
By: /s/ Donald E. Colombo By: /s/ A. H. Maclennan
Title: Donald E. Colombo Title: President
Vice President
Rev. 9/28193 2.CUS
13
<PAGE>
Appendix A
Global Custody Network
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Country Subcustodian Depository'
Argentina Morgan Guaranty Trust Co. Caja de Valores
of New York - Buenos Aires Office
Australia ANZ Banking Group Austraclear
Austria Creditanstalt-Bankverein OEKB-WSB (Wertpapiersammelbank
bei der
Oesterreichischen Kontrolibank AG)
Belgium Morgan Guaranty Trust Co. CIK (Caisse lnterprofessionnelle
of New York - Brussels Office de Depots et de Virements de
Titres)
Euroclear Clearance System Limited
Brazil Morgan Guaranty Trust Co. BOVESPA (Bolsa de Valores de Sao
Paulo;
of New York - Sao Paulo Office equities)
BVRJ (Boisa de Valores de Rio de
Janeiro;
equities)
CETIP (Central de Custodia e
Liquidacao
Financiera de Titulos; corporate
bonds)
SELIC (Sistema Especial de
Liquidacao e
Custodia; government securities)
Canada Canadian Imperial Bank CDS (Canadian Depository for
of Commerce Securities)
Chile Citibank, N.A.
People's Republic of China - Hongkong and Shanghai Banking Shanghai and Shenzhen
Corporation
Denmark Den Danske Bank VP (Vaerdipapircentralen; Danish Securities
Centre)
Finland Union Bank of Finland
France Morgan Guaranty Trust Co. SICOVAM (Societe
lnterprofessionnelle
of New York - Paris Office Pour La Compensation des Valeurs
Mobilieres)
In addition to the central bank, if applicable.
Rev. 9/28/93 2-CUS
xx.xx
<PAGE>
Germany J.P. Morgan GmbH DKV (Deutscher Kassenverein)
Greece National Bank of Greece S.A.
Hong Kong Hongkong and Shanghai Banking CCASS (Central Clearing and
Settlement
Corporation System)
Hungary Citibank, N.A.
India Hong Kong and Shanghai Banking
Corporation
Indonesia Hongkong and Shanghai Banking
Corporation
Ireland Allied Irish Banks PLC
Italy Morgan Guaranty Trust Co. Monte Titoli S.p.A.
of New York - Milan Office
Japan The Fuji Bank, Ltd. JASDEC (Japanese Securities
Depository Center)
JSA (Japan Securities AgenCy)2
Korea Bank of Seoul KSSC (Korea Securities Settlement
Corporation)
Luxembourg Banque Internationale a CEDEL (Central de Livraison
Luxembourg, S.A. des Valeurs Mobilieres)
Malaysia Hongkong and Shanghai Banking SCANS (Securities Clearing Automated
Corporation Network Services)
Mexico Citibank, N.A. Indeval
Netherlands Bank Van Haften Labouchere NECIGEF (Nederlands Centraal
lnstituut Voor
Giraal Effectenverkeer BV)
New Zealand ANZ Banking Group Ltd. Austraclear
Norway Den Norske Bank VPS (Verdipapirsentralen; Norwegian
Registry
of Securities)
Philippines Hongkong and Shanghai Banking
Corporation
Portugal Banco Espirito Santo
e Comercial de Lisboa
Singapore Development Bank of Singapore (CDP) Central Depository Pte
o JSA currently does not meet Rule 17-5 requirements.
Rev. 9/28/93 2.CUS
2
<PAGE>
Spain Morgan Guaranty Trust Co.
of New York - Madrid Office Banco de Santander
SriLanka Hongkong and Shanghai Banking
Corporation
Sweden Skandinaviska Enskilda Banken VPC (Vaerdepappercentralen;
Securities Register Centre)
Switzerland Morgan Guaranty Trust Co. SEGA (Schweizerische
of New York - Zurich Office Effekten - Giro AG)
Taiwan Hongkong and Shanghai Banking
Corporation
Thailand Hongkong and Shanghai Banking
Corporation
Turkey' Citibank, N.A.
Ottoman Bank
United Kingdom Morgan Guaranty Trust Co. TALISMAN (Transfer, Accounting and
of New York - London Office Lodgement for Investors Stock
Management
for Jobbers) - Sepon Limited
CGO (Central Gilts Office)
CMO (Central Money Markets Office)
United States Morgan Guaranty Trust Co. The Depository Trust Co.
of New York The Participants Trust Co.
Venezuela Citibank, N.A.
3Citibank meets the capital requirements of Rule 17f-5 and Ottoman bank
currently does not.
</TABLE>
Rev. 9/28/93 2.CUS
3
<PAGE>
Appendix B
Consents and Filings
Additional Information
Rev. 9/28/93
2-CUS
1
<PAGE>
Appendix C
Tax Matters
The provisions of this Appendix C shall govern the rights, responsibilities,
duties and liabilities of the Client and the Custodian with respect to the
payment or withholding of all taxes, assessments, duties or other governmental
charges (including any interest or penalty thereon or with respect thereto)
imposed by any governmental authority upon or with respect to (i) any Cash,
(ii) any Securities, and any distributions with respect thereto, and (iii) the
purchase, sale, loan or other transfer of any Security by the Custodian, any
Subcustodian or any Securities Depository on behalf of the Client and any
proceeds or other income from such a sale, loan or other transfer (any such
tax, assessment, duty or other governmental charge being referred to herein as
a "Tax"). All capitalized terms not defined herein shall have the meanings
assigned to them in the Global Custody Agreement.
1. As further provided in this Appendix C, the Client shall be liable for all
Taxes and shall indemnify and hold harmless the Custodian, each Subcustodian
and each Securities Depository for the amount of any Tax that the Custodian or
such Subcustodian or Securities Depository is required under applicable laws
(whether by assessment or otherwise) to pay on behalf of, or in respect of
income earned by or payments or distributions made to or for the account of,
the Client (including any payment of Tax required by reason or an earlier
failure to withhold).
2. The Custodian shall, and shall instruct each Subcustodian and Securities
Depository to, withhold the amount of any Tax which the Custodian or such
Subcustodian or Securities Depository is required to withhold under applicable
law upon collection (on behalf of the Client pursuant to an Authorized
Instruction) of (i) any dividend, interest or other cash distribution made
with respect to any Security, (ii) any stock dividend or distribution of
rights, warrants or other property with respect to any Security and (iii) any
proceeds or income from the sale, loan or other transfer of any Security. The
Custodian shall, and shall instruct each Subcustodian and Securities
Depository to, timely remit the amount of any such tax withheld to the
appropriate governmental authority in the manner required by applicable law.
The Custodian has, and is authorized to grant to each Subcustodian and
Securities Depository, complete discretion to determine the amount of any Tax
which the Custodian or such Subcustodian or Securities Depository is required
to withhold from any distribution, proceeds or income under any applicable
law.
3. In the event that (A) the Custodian or any Subcustodian or Securities
Depository is required under applicable law to pay any Tax on behalf of the
Client (including a payment due by reason of an earlier failure to withhold
such Tax) or (B) the Custodian or any Subcustodian or Securities Depository is
required under applicable law to withhold or otherwise pay any Tax from or
with respect to any distribution or payment in property other than cash which
is collected by the Custodian or such Subcustodian or Securities Depository
(on behalf of the Client pursuant to an Authorized Instruction), the Custodian
shall be authorized to withdraw Cash from any subaccount of the Cash Account
in the amount and currency required to pay such Tax and to use such Cash, or
to remit such Cash to the appropriate Subcustodian or Securities Depository
for the timely payment of such Tax in the manner required by applicable law.
If the Cash Account does not contain sufficient Cash in the appropriate
currency to pay such Tax, the Custodian shall be authorized to withdraw Cash
of any other currency from any subaccount of the Cash Account in an amount
which, when converted to the appropriate
Rev. 9/28/93
2.CUS
xx.xx
<PAGE>
currency at the exchange rate prevailing on the date of withdrawal, is
sufficient to enable the Custodian or such Subcustodian or Securities Depository
to pay such Tax. If the aggregate amount of Cash in all subaccounts of the Cash
Account is not sufficient to pay such Tax, the Custodian shall promptly notify
the Client of the additional amount of Cash (in the appropriate currency)
required, and the Client shall deposit such additional amount in the Cash
Account promptly after receipt of such notice for use by the Custodian as
specified herein. In the event that the Custodian or any Subcustodian or
Securities Depository is required to pay any such Tax prior to the deposit by
the Client of an additional amount as required hereunder, the Custodian shall be
authorized to withdraw such additional amount (following deposit thereoo from
any subaccount of the Cash Account for payment to its own account or the account
of such Subcustodian or Securities Depository in satisfaction of the Client's
indemnification obligation hereunder.
4. The information delivered to the Client each month pursuant to Section 8(a)
of the Global Custody Agreement shall include the amount of each Tax (i)
withheld by the Custodian or any Subcustodian or Securities Depository from any
payment collected on behalf of the Client, (ii) withheld by the payor of any
payment collected by the Custodian or any Subcustodian or Securities Depository
on behalf of the Client or (iii) paid by the Custodian or any Subcustodian or
Securities Depository on behalf of the Client with Cash withdrawn from the Cash
Account or otherwise obtained pursuant to paragraph 3 of this Appendix C, in
each case during the period since the date of the immediately preceding monthly
report.
5. In the event that the Client is eligible, pursuant to the provisions of any
tax treaty, for a reduced rate of, or exemption from, any Tax which the
Custodian or any Subcustodian or Securities Depository is otherwise required to
withhold or pay on behalf of the Client under any applicable law, the Custodian
shall, or shall instruct such Subcustodian or Securities Depository to, either
withhold or pay such Tax at such reduced rate or refrain from withholding or
paying such Tax, as appropriate; provided that the Custodian has received from
the Client all documentary evidence of residence or other qualification for such
reduced rate or exemption required to be received under such applicable law. As
soon as practicable following the execution of the Global Custody Agreement, the
Client shall notify the Custodian of the Client's eligibility for the benefits
of any tax treaty between the Client's country of residence and the countries
listed in Appendix A to the Global Custody Agreement and to the extent possible,
fumish to the Custodian all forms or other documentary evidence required under
applicable law to establish such eligibility. The Custodian shall, and shall
instruct each Subcustodian and Securities Depository to, withhold or pay any Tax
at a reduced rate hereunder, or refrain from withholding or paying any Tax, only
in reliance upon documentation furnished to the Custodian pursuant to this
paragraph 5. The Custodian and each Subcustodian and Securities Depository shall
have no responsibility for the accuracy or validity of any forms or
documentation provided by the Client to the Custodian hereunder, and the Client
hereby indemnifies and agrees to hold harmless the Custodian and each
Subcustodian and Securities Depository in respect of any liability arising from
any underwithholding or underpayment of any Tax which results from the
inaccuracy or invalidity of any such forms or other documentation.
6. In the event that the Custodian becomes aware that any person is required
under applicable law of any country to withhold any Tax from any payment
collected by the Custodian or any Subcustodian or Securities Depository on
behalf of the Client, and the Client has previously provided to the Custodian
pursuant to paragraph 5 of this Appendix C all forms or other documentary
evidence required under applicable law to establish eligibility for an exemption
from or reduced rate of such withholding pursuant to any tax treaty between such
country and the Client's country of residence,
Rev. 9/28/93
2.CUS
2
<PAGE>
then the Custodian shall furnish, or shall instruct such Subcustodian or
Securities Depository to furnish, to the extent permissible and effective to
establish such eligibility under applicable law, such forms or other documentary
evidence on behalf of the Client to the person required to withhold such Tax. In
the event that the Custodian or such Subcustodian or Securities Depository is
not permitted under applicable law to furnish the necessary forms or other
documentary evidence on behalf of the Client, the Custodian shall make
reasonable efforts to notify the Client, reasonably promptly after it becomes
aware of such requirement, that the Client is required under such law to furnish
such items to the person required to withhold such Tax. In the event that (i)
the Tax which any such person is required to withhold is imposed under an
applicable law of a country other than those listed in Appendix A to the Global
Custody Agreement or (ii) the Custodian or an appropriate governmental authority
or withholding agent has determined that any forms or other documentation
previously provided to the Custodian pursuant to paragraph 5 of this Appendix C
are insufficient to establish the eligibility of the Client for a reduced rate
of, or exemption from, withholding of any Tax imposed under the applicable law
of a country listed in Appendix A to the Global Custody Agreement, the Custodian
shall make reasonable efforts to so notify the Client reasonably promptly after
the Custodian becomes aware that such Tax is required to be withheld.
7. In the event that (i) the Client is eligible pursuant to the provisions of
any tax treaty for a reduced rate of, or exemption from, withholding of any Tax,
which reduced rate or exemption is obtainable only by means of application to
the appropriate governmental authority for a refund of tax paid or withheld, or
(ii) the Custodian or any Subcustodian or Securities Depository withholds from
any distribution, proceeds or income collected on behalf of the Client an amount
which is subsequently determined to be greater than the amount required under
applicable law to have been withheld, the Custodian shall, or shall instruct the
appropriate Subcustodian or Securities Depository to, assist the Client, to the
extent permissible under applicable law, to obtain a refund of such Tax from the
appropriate governmental authority in the amount for which the Client is
eligible.
Rev. 9/28/93
2.CUS
3
<PAGE>
Appendix D
Notices to the Custodian
Morgan Guaranty Trust Company of New York, Brussels Office
35 avenue des Arts
Brussels 1040, Belgium
Attention: Securities Trust and Information Services, Global Custody
Facsimile No. 322-512-4977
Telephone No. 322-508-8365
Notices to the Client
Great-West Life & Annuity Insurance Company
2nd Floor, Tower 2 8515 East Orchard Road
Englewood, Colorado 801 11
Attention: Mr. David McLeod
Rev. 9/28/93 2.CUS
xx.xx
Appendix E
Persons Authorized by the Client to Receive Security Procedure Materials
Rev. 9/28/93
2.CUS
1
<PAGE>
Appendix F
Communication Products
COMMUNICATION ....TERM NUMBER OF COPIES
LOCATION(S)
PRODUCT (check one)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
-As long as this Agreement remains in effect
-One year with automatic renewal for
successive one year terms thereafter -Fixed
term until
-As long as this
Agreement remains in effect
-One year with automatic
renewal for successive one year
terms thereafter
-Fixed term until
-As long as this
agreement remains in effect
-One year with automatic
-
renewal for successive one year terms
thereafter
-Fixed term until
-As long as this
-
Agreement remains in effect
-One year with automatic
-
renewal for successive one year terms thereafter
-Fixed term until
-As long as this
Agreement remains in effect
-One year with automatic
-
renewal for successive one year terms thereafter
-Fixed term until
-As long as this Agreement remains in effect
-One year with automatic renewal for
successive one year terms thereafter -Fixed
term until
</TABLE>
<PAGE>
Appendix G
Communication Products - Terms and Conditions
1. Misuse; Confidentiality; Copies. The Client shall not transfer, sublicense,
rent, lease, convey, translate, convert to another programming language,
decompile, disassemble, modify or change any Communication Product for any
purpose. The Client shall not use any Communication Product in a manner which
would violate this license or infringe the proprietary rights of the Custodian
or others or violate the laws, tariffs or regulations of any country. The
Client agrees not to disclose to any other party and to keep confidential all
of the Communication Products and all information contained in or related to
the Communication Products and related documentation. The Client may make only
one copy of each licensed software Communication Product for backup purposes
in support of its authorized use of the software. The Client shall include any
applicable copyright notice on any such software backup. The Client is
permitted to use each licensed copy of any Communication Product on only one
computer or local area network at a time.
2. Compatible Products. The Client shall be responsible for obtaining and
maintaining hardware, software and other equipment and products that are
compatible with the Communication Products, as compatibility is defined by the
Custodian from time to time. The Custodian shall give the Client reasonable
advance notice of any changes in such compatibility requirements.
3. Documentation. If available, the Custodian shall give the Client one copy
of a user manual and related documentation (the "Documentation") for each
licensed Communication Product. The Documentation is intended to be used for
training and informational purposes. The Documentation describes Security
Procedures that the Client must comply with in using the Communication
Products. The Client shall immediately notify the Custodian in writing if it
believes any Security Procedure has been compromised or if any Communication
Product fails to perform as described in the Documentation.
4. Installation. At its option, the Custodian shall either install the
Communication Products at the locations specified by the Client or shall
furnish the Client with installation instructions. From time to time, at its
option, the Custodian shall either install new releases of the Communication
Products or furnish the Client with installation instructions and direct the
Client to install such new releases by itself. The Client agrees to allow the
Custodian to install such new releases or to install such new releases by
itself if directed to do so by the Custodian.
5. Returns, Repairs and Replacements. Upon the termination of this License
with respect to any Communication Product, the Client agrees to return all
copies of such Communication Product and related documentation to the
Custodian. The Client agrees to pay any shipping charges incurred in
connection with the return of any Communication Product to the Custodian for
replacement, update or upon termination of this License with respect to such
Communication Product. Communication Products that are lost, damaged or
otherwise rendered inoperable due to the Client's negligent, reckless or
intentional misuse, or due to reasons beyond the Custodian's control, shall be
repaired or
Rev. 9/28193
2.CUS
1
<PAGE>
replaced at the Client's expense. Communication Product repairs shall only be
performed by the Custodian or a party authorized by the Custodian to perform
such repairs.
6. Fees; Taxes. The Client agrees to pay the Custodian license fees and such
other fees as the parties hereto may agree upon in writing from time to time
in connection with obtaining the Communication Products. The Client agrees to
reimburse the Custodian for, or shall pay directly to the relevant taxing
authorities, any sales, use, value-added, excise or other taxes, other than
taxes based on the Custodian's net income, incurred by the Custodian or which
may in the future be incurred by the Custodian as a result of this License or
on or measured by the prices and other charges of the Communication Products
furnished for the Client's use, however designated, levied or based, whenever
the Custodian has paid or shall be liable to pay or collect any such tax from
the Client pursuant to applicable law, as interpreted by the departmental
authorities of the taxing unit.
7. Warranty. The Custodian warrants that, for a period of 30 days after
delivery of a Communication Product to the Client such Communication Product
will perform substantially in accordance with the then current specifications
therefor as set forth in the Documentation. If a Communication Product fails
to meet the foregoing warranty and the Client gives the Custodian written
notice thereof during the applicable warranty period, the Custodian's sole
obligation shall be to provide technical services to attempt to correct the
failure, provided that (i) the Client gives the Custodian detailed information
regarding such failure and the Custodian is able to duplicate same and (ii)
the Communication Product has not been used in an unauthorized manner or
otherwise misused or abused. The Client acknowledges that the Communication
Products are complex, may not be error free, and that all errors, if any, may
not be correctable or avoidable. Except and to the extent expressly provided
above, and in lieu of all other warranties, the Communication Products are
provided "as is", all warranties and representations of any kind with regard
to the Communication Products are hereby disclaimed, including any implied
warranties of merchantability or fitness for a particular purpose.
8. Infringement. The Custodian shall defend or settle, at its own expense, any
cause of action or proceeding brought against the Client which is based on a
claim that the use of a Communication Product infringes any patent, copyright,
trade secret or other proprietary right. The Custodian shall indemnify and
hold the Client harmless against any final judgment that may be awarded by a
court of competent jurisdiction against the Client as a result of the
foregoing. The Custodian's obligations hereunder are conditioned upon its
receiving from the Client (i) prompt written notice of each such claim, (ii)
reasonable cooperation and information in Client's possession and (iii) the
right to control and direct the investigation, defense and settlement of each
such claim. If a claim is made that a Communication Product infringes any
patent, copyright, trade secret or other proprietary right, the Custodian may,
in the Custodian's sole discretion, either procure for the Client the right to
continue using such Communication Product, modify it to make its use
noninfhnging, or replace it with a noninfringing product; provided that if
none of the foregoing is reasonably available to the Custodian, the Custodian
may terminate the license granted herein and require the Client to return all
copies of the relevant Communication Product. Notwithstanding the foregoing,
the Custodian shall not be liable to the Client pursuant to this Section if a
claim is based on (i) a combination of a Communication Product with data or
other software or devices not supplied by the Custodian, (ii) modifications to
a Communication Product not made by the Custodian or (iii) use of a
Communication Product in an unauthorized manner.
Rev. 9/28/93
2.CUS
2
<PAGE>
9. Related Services. These terms and conditions and the Documentation are
intended to define the rights and obligations of the Client with respect to
Communication Products used by the Client in connection with all services (e.g.,
custody, funds transfers, foreign exchange etc.) offered by Morgan Guaranty
Trust Company of New York and its affiliates to the Client. The provisions of
this Agreement and any documents relating to other services offered by Morgan
Guaranty Trust Company of New York and its affiliates may supplement these terms
and conditions but in the event of any inconsistency between this Agreement or
such other documents and these terms and conditions, these terms and conditions
shall prevail.
10. Intraday Reports. The Client acknowledges that intraday reports received by
the Client by means of any Communication Product may contain information that is
subject to correction, and that corrections of such information will routinely
occur without notice to the Client. The Client understands that intraday reports
are provided for informational purposes only and are not to be relied upon for
purposes of final reconciliations or otherwise. Neither Morgan Guaranty Trust
Company of New York nor any affiliate or subsidiary of Morgan Guaranty Trust
Company of New York that provides data with respect to intraday reports makes
any representation or warranty that such reports are accurate or complete.
Rev. 9/28/93 2.CUS
3
<PAGE>
Exhibit 23 (i)
Legal Opinion of Helliwell, Melrose & DeWolf, P.A.,
<PAGE>
HELLIWELL, MELROSE & DEWOLF, P.A.
ATTORNEYS AT LAW
NINTH FLOOR - 1401 BRICKELL AVENUE
MIAMI, FLORIDA 33131
Telephone (305) 373-7571
CABLE HEGIV/MIAMI
TELEX 51-9422
March 5, 1982
Maxim Series Fund, Inc.
Great West Plaza
1675 Broadway
Denver, CO 80202
File: 9802-201
Gentlemen:
We have acted as counsel to the Maxim Series Fund, Inc. ("Fund") in connection
with its organization under the laws of the State of Maryland. Based upon our
review of the documentation comprising the Fund's organizational records, the
minutes of directors meetings held by the Fund and review of such other
documents as we have deemed necessary, our opinion is as follows:
1. The Corporation is a corporation incorporated, validly existing and in good
standing under the laws of the State of Maryland;
2. The shares of the Fund's common stock which are the subject of its N-1
Registration Statement (Reg. No. 2-73879) will, when issued pursuant to the
terms of its Articles of Incorporation, and the Registration Statement
referred to above, be duly issued, fully paid and non-assessable.
We here by consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our name under the caption Legal
Counsel, in the prospectus which is a part thereof.
Sincerely,
/s/ James F. Jorden
James F. Jorden
For the Firm
Exhibit 23(j)
Consent of Deloitte & Touche LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 67 to Registration Statement No. 2-75503 on Form N-1A of Maxim Series Fund,
Inc. of our report dated December 20, 1999, appearing in the October 31, 1999
Annual Report of Maxim Series Fund, Inc. and to the references to us under the
headings "Financial Highlights" appearing in the Prospectus and "Independent
Auditors" and "Financial Statements" appearing in the Statement of Additional
Information, which are also a part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
February 21, 2000
