MAXIM SERIES FUND INC
497, 2000-05-03
DRILLING OIL & GAS WELLS
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                             MAXIM SERIES FUND, INC.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

         Maxim Money Market Portfolio                Maxim T. Rowe Price Equity/Income Portfolio
         Maxim INVESCO Balanced Portfolio            Maxim Growth Index Portfolio
</TABLE>


                               (the "Portfolios")
                                ----------------

                             8515 East Orchard Road
                               Englewood, CO 80111
                                (800) 338 - 4015



This  Prospectus  describes  four  Portfolios  of Maxim Series Fund,  Inc.  (the
"Fund").  Two are "Equity  Portfolios,"  one of is a "Debt Portfolio" (the Money
Market Portfolio) and one is a "Balanced Portfolio." GW Capital Management,  LLC
("GW  Capital  Management"),  a wholly owned  subsidiary  of  Great-West  Life &
Annuity  Insurance  Company,  serves  as  investment  adviser  to  each  of  the
Portfolios.  Two  of  the  Portfolios  are  managed  on a  day-to-day  basis  by
"Sub-Advisers" hired by GW Capital Management.

Each  Portfolio  operates as a separate  mutual fund and has its own  investment
objectives and strategies. The Fund, however, is available only as an investment
option for certain variable annuity contracts,  variable life insurance policies
and certain qualified retirement plans.  Therefore you cannot purchase shares of
the Portfolios.

This Prospectus  contains  important  information  about each Portfolio that you
should  consider  before  investing.  Please read it  carefully  and save it for
future reference.


This  Prospectus does not constitute an offer to sell securities in any state or
other jurisdiction to any person to whom it is unlawful to make such an offer in
such state or other jurisdiction.


           The Securities and Exchange Commission has not approved or
           disapproved these securities or passed upon the accuracy or
                 adequacy of this Prospectus. Any representation
                     to the contrary is a criminal offense.


                   The date of this Prospectus is May 1, 2000.



<PAGE>




                                    CONTENTS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

The Portfolios at a Glance ..............................................................................
         Maxim Money Market Portfolio
         Maxim T. Rowe Price Equity/Income Portfolio
         Maxim INVESCO Balanced Portfolio
         Maxim Growth Index Portfolio

Fees and Expenses........................................................................................

Examples.................................................................................................

More Information About the Portfolios ...................................................................
         The Equity Portfolios
         The Money Market Portfolio
         The Balanced Portfolio

Other Investment Practices ..............................................................................

Management of the Portfolios.............................................................................


Important Information About Your Investment..............................................................


Financial Highlights......................................................................................
</TABLE>





<PAGE>


                           THE PORTFOLIOS AT A GLANCE

The following  information  about each  Portfolio is only a summary of important
information  you should know.  More detailed  information  about the Portfolios'
investment strategies and risks is included elsewhere in this Prospectus. Please
read this prospectus carefully before investing in any of the Portfolios.

THE MAXIM MONEY MARKET PORTFOLIO

The investment objective for this Portfolio is to:

o Seek as high a level of current income as is consistent with the  preservation
of capital and liquidity.

Principal investment strategies.  This Portfolio will:

o    Invest in high-quality,  short-term debt securities.  These securities will
     have a rating in one of the two highest  rating  categories  for short-term
     debt obligations by at least one nationally  recognized  statistical rating
     organization such as Moody's Investor Services, Inc. ("Moody's) or Standard
     & Poor's Corporation ("S&P") (or unrated securities of comparable quality).

o        Invest in securities which are only denominated in U.S. dollars.

The principal investment risks for this Portfolio include:

Possible loss of money
o    You should  know that an  investment  in the  Portfolio  is not  insured or
     guaranteed  by the  Federal  Deposit  Insurance  Corporation  or any  other
     government  agency.  Although the Portfolio  seeks to preserve the value of
     your  investment  at $1.00 per share,  it is possible  your shares could be
     worth less than $1.00 per share when you sell them.

Interest rate risk
o    The market  value of a money  market  instrument  is affected by changes in
     interest rates.  When interest rates rise, the market value of money market
     instruments  declines and when interest rates decline,  market value rises.
     When interest rates rise, money market  instruments  which can be purchased
     by the Portfolio will have higher yields.

Portfolio Performance Data

The bar chart and table below provide an indication of the risk of investment in
the Portfolio.  The bar chart shows the Portfolio's performance for the last ten
calendar years. The table shows how the Portfolio's  average annual total return
compared  to the  performance  of a broad based  securities  market  index.  The
returns  shown  below  are  historical  and  are  not an  indication  of  future
performance.  Total  return  figures  include  the  effect  of  the  Portfolio's
recurring  expenses,  but do not  include  fees  and  expenses  of any  variable
insurance product. If those charges were reflected,  the performance shown would
have been lower.

Year-by-Year
[CHART OMITTED]

1990     7.64%
1991     5.80%
1992     3.49%
1993     2.81%
1994     3.80%
1995     5.62%
1996     5.04%
1997     5.24%
1998     5.15%
1999     4.81%

During the periods shown in the chart for the Maxim Money Market Portfolio,  the
highest return for a quarter was 1.94% (quarter ending September,  1990) and the
lowest return for a quarter was 0.67% (quarter ending , September, 1993).

Yield
Yield  and  effective  yield  will  fluctuate  and may not  provide  a basis for
comparison with bank deposits, other mutual funds or other investments which are
insured or pay a fixed  yield for a stated  period of time.  Yields are based on
past results and are not an indication of future performance.  The yield figures
include the effect of the  Portfolio's  recurring  expenses,  but do not include
fees and  expenses of any  variable  insurance  product.  If those  charges were
reflected, the performance shown would have been lower.

As of  December  31,  1999,  the Money  Market  Portfolio's  7-day yield and its
effective yield were:

<TABLE>
<S>                                              <C>
                                                 7-Day Yield                   Effective Yield
Maxim Money Market Portfolio                        5.33%                           5.47%
</TABLE>


Maxim T. Rowe Price Equity/Income Portfolio
(Sub-Adviser:  T. Rowe Price Associates, Inc.)
- -------------------------------------------

The investment objective of this Portfolio is to:

o Seek substantial dividend income and also long-term capital appreciation.

Principal investment strategies.   This  Portfolio will:

o Invest  primarily  in  common  stocks  of well  established  companies  paying
above-average dividends.

o    Emphasize companies with favorable prospects for increasing dividend income
     and, secondarily, capital appreciation.

o Invest in  companies  which  have  some of the  following  characteristics:  o
established operating histories o above-average current dividend yields relative
to Standard & Poor's 500 Stock Index o sound balance sheets and other  financial
characteristics o low price/earnings ratio relative to the S&P 500 Index
o             low  stock  price  relative  to a  company's  underlying  value as
              measured by assets, earnings, cash flow or business franchises.

o Invest up to 25% of its total assets in foreign securities.

The principal investment risks for this Portfolio include:

Stock Market Risk
o    Stock  markets are  volatile and can decline  significantly  in response to
     adverse issuer,  political,  regulatory,  market or economic  developments.
     Market risk may affect a single company,  industry sector of the economy or
     the market as a whole.

Issuer Risk
o    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.

Foreign Risk
o      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.

Possible Loss of Money
o When you sell your shares of the Portfolio, they could be worth less than what
you paid for them.

Portfolio Performance Data

The bar chart and table below provide an indication of the risk of investment in
the  Portfolio.  The bar chart shows the  Portfolio's  performance  in each full
calendar  year since  inception.  The table  shows how the  Portfolio's  average
annual  total return  compared to the  performance  of a broad based  securities
market index.  The returns shown below are  historical and are not an indication
of  future  performance.   Total  return  figures  include  the  effect  of  the
Portfolio's  recurring  expenses,  but do not include  fees and  expenses of any
variable  insurance  product.  If those charges were reflected,  the performance
shown would have been lower.

Year-by-Year

[CHART OMITTED]

1995     33.42%
1996     19.39%
1997     28.82%
1998     8.93%
1999     3.39%

During the periods shown in the chart for the Maxim T. Rowe Price  Equity/Income
Portfolio,  the highest  return for a quarter was 13.14%  (quarter  ending June,
1999) and the lowest return for a quarter was -8.58% (quarter ending  September,
1999).

The average annual total return for one year,  five years and since inception of
the Portfolio for the period ended December 31, 1999:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                     Since
                                                     One Year        Five Years    Inception
Maxim T. Rowe Price
Equity/Income Portfolio                                3.39%           18.24%        17.29%
S&P 500 Index                                         21.04%           28.56%        26.94%
</TABLE>

The  inception  date for the Maxim T. Rowe  Price  Equity/Income  Portfolio  was
November 1, 1994.  The S&P 500 Index is comprised of the stocks that make up the
S&P 500 that trade on the NYSE, the AMEX, or in NASDAQ over-the-counter  market.
It is generally acknowledged that the S&P 500 broadly represents the performance
of publicly traded common stocks in the United States.

Maxim INVESCO Balanced Portfolio  (Sub-Adviser: INVESCO Funds Group, Inc.)

The investment objective of this Portfolio is to:

o Seek high total return through capital appreciation and current income.

Principal investment strategies.   This  Portfolio will:

o        Invest normally 50% to 70% of its assets in common stocks.

o    Invest at least 25% of its  assets  in debt  securities  issued by the U.S.
     Government,  its agencies and  instrumentalities,  or in  investment  grade
     corporate bonds.

o In selecting equity securities, the Portfolio will:
o  seek to identify companies with better-than-average earnings growth potential
o  seek to identify  companies within  industries identified as  well-positioned
   for the current and expected economic climate
o  consider dividend payout records
o  seek to  identify  companies  traded on  national stock  exchanges  or in the
   over-the counter  markets; however, securities  traded on regional or foreign
   exchanges may also be included.
o    Invest up to 25% of total assets in foreign securities; however, securities
     of Canadian  issuers and  American  Depository  Receipts  ("ADRs")  are not
     subject to this 25% limitation.

The principal investment risks for this Portfolio include:

Stock Market Risk
o    Stock  markets are  volatile and can decline  significantly  in response to
     adverse issuer,  political,  regulatory,  market or economic  developments.
     Market risk may affect a single company,  industry sector of the economy or
     the market as a whole.

Issuer Risk
o    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.

Foreign Risk
o 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.

Interest Rate Risk
o    The market value of a debt security is affected significantly by changes in
     interest  rates.  When interest  rates rise,  the  security's  market value
     declines and when interest rates decline,  market value rises. The longer a
     bond's maturity, the greater the risk and the higher its yield. Conversely,
     the shorter a bond's maturity, the lower the risk and the lower its yield.

Credit Risk
o    A bond's value can also be affected by changes in its credit quality rating
     or its issuer's financial conditions.

o An issuer may default on its obligation to pay principal and/or interest.

Portfolio Turnover Risk
o    The  portfolio  turnover  rate for this  Portfolio in 1999 was in excess of
     100%. High portfolio  turnover rates generally result in higher transaction
     costs (which are borne directly by the Portfolio).

Possible Loss of Money
o When you sell your shares of the Portfolio, they could be worth less than what
you paid for them.

Portfolio Performance Data
The bar chart and table below provide an indication of the risk of investment in
the  Portfolio.  The bar chart shows the  Portfolio's  performance  in each full
calendar  year since  inception.  The table  shows how the  Portfolio's  average
annual  total return  compared to the  performance  of a broad based  securities
market index.  The returns shown below are  historical and are not an indication
of  future  performance.   Total  return  figures  include  the  effect  of  the
Portfolio's  recurring  expenses,  but do not include  fees and  expenses of any
variable  insurance  product.  If those charges were reflected,  the performance
shown would have been lower.

Year-by-Year

1997     26.10%
1998     18.42%
1999     16.74%

During the periods shown in the chart for the Maxim INVESCO Balanced  Portfolio,
the highest return for a quarter was 17.03% (quarter ending June,  1997) and the
lowest return for a quarter was -6.73% (quarter ending September, 1998).

The  average  annual  total  return  for one year  and  since  inception  of the
Portfolio for the period ended December 31, 1999:

                                                                      Since
                                                  One Year          Inception
Maxim INVESCO Balanced Portfolio                   16.74%             20.30%
S&P 500 Index                                      21.04%             28.29%
Lehman Intermediate Government/ Corporate
Index                                              0.39%              5.78%
Lipper Balanced Index                              8.98%              58.89%

The inception date for the Maxim INVESCO Balanced Portfolio was October 1, 1996.
The S&P 500 Index is comprised of the stocks that make up the S&P 500 that trade
on the NYSE,  the AMEX, or in NASDAQ  over-the-counter  market.  It is generally
acknowledged  that the S&P 500 broadly  represents  the  performance of publicly
traded   common   stocks  in  the  United   States.   The  Lehman   Intermediate
Government/Corporate  Bond  Index is  comprised  of U.S.  Government  issued and
investment-grade or better, dollar-denominated,  publicly issued corporate bonds
with 1-10 years remaining until maturity. The Lipper Balanced Index is comprised
of the mutual funds  covered by the Lipper Survey of Mutual Funds that invest in
a mix of equity  and debt  securities  as a primary  investment  objective.  The
Lipper  Balanced  Index  measures the average  performance of the funds included
over various time periods.

MAXIM GROWTH INDEX PORTFOLIO

The investment objective for the Growth Index Portfolio is to:

o    Seek  investment  results that track the total return of the common  stocks
     that comprise its benchmark index.

Principal investment strategies.   The Growth Index Fund will:

o Invest  at least 80% of its total  assets  in common  stocks of the  S&P/BARRA
Growth Index (the "Benchmark Index").

S&P and  BARRA are not  sponsors  of,  or in any  other  way  endorsed,  sold or
promoted or affiliated with, the Growth Index Portfolio or Maxim Series Fund.

o    Attempt  to  reproduce  the  returns of the  Benchmark  Index by owning the
     securities  contained in each index in as close as possible a proportion of
     the portfolio as each stock's  weight in the Benchmark  Index.  This may be
     accomplished  through  ownership of all the stocks in the  Benchmark  Index
     and/or  through  a  combination  of  stock  ownership  and  owning  futures
     contracts on the relevant index and options on futures contracts.

The principal investment risks for the Growth Index Portfolios include:

Index Risk
o    It  is  possible  the  Benchmark  Index  may  perform   unfavorably  and/or
     underperform  the market as a whole.  As a result,  it is possible that the
     Portfolio  could have poor  investment  results  even if it is tracking the
     return of the Benchmark Index.

Tracking Error Risk
o    Several factors will affect the Portfolio's  ability to track precisely the
     performance  of its  Benchmark  Index.  For example,  unlike the  Benchmark
     Index,  which is merely unmanaged  groups of securities,  the Portfolio has
     operating  expenses and those  expenses will reduce the  Portfolio's  total
     return. In addition,  the Portfolio may own less than all the securities of
     the  Benchmark  Index,   which  also  may  cause  a  variance  between  the
     performance of the Portfolio and the Benchmark Index.

Stock Market Risk
o    Stock  markets are  volatile and can decline  significantly  in response to
     adverse issuer,  political,  regulatory,  market or economic  developments.
     Market risk may affect a single company,  industry sector of the economy or
     the market as a whole.

Issuer Risk
o    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.

Derivative Risk
o    When using futures  contracts on market  indexes and options on the futures
     contracts,  there is a risk  that  the  change  in value of the  securities
     included on the index and the price of a futures  contract  will not match.
     There is also a risk that the Portfolio could be unable to sell the futures
     contract  when  it  wishes  to  due  to  possible   illiquidity   of  those
     instruments.  Also,  there is the risk  use of  these  types of  derivative
     techniques  could  cause  the  Portfolio  to lose  more  money  than if the
     Portfolio had actually purchased the underlying securities. This is because
     derivatives magnify gains and losses.

Possible Loss of Money
o When you sell your shares of the Portfolio, they could be worth less than what
you paid for them.

Non-Diversification Risk
o    Non-diversification   risk  means  a  relatively  high  percentage  of  the
     Portfolio's  assets may be invested in  securities  of a limited  number of
     issuers,  including  issuers primarily within the same industry or economic
     sector. As a result, the Portfolio's  performance may be adversely affected
     by any single economic, political or regulatory event.

o When a benchmark  index becomes less  diversified,  the Portfolio which tracks
that index similarly  becomes less  diversified.  This has happened to the Maxim
Growth Index Portfolio.  Due to the rapid  appreciation of certain stocks in the
S&P/BARRA  Growth Index,  the Portfolio's  top four holdings,  as of the date of
this  prospectus,  represent more than 25% of its total assets.  By tracking its
benchmark index, the Portfolio has technically  become  "non-diversified"  under
SEC standards,  although it continues to hold more than 100 stock positions in a
variety  of market  sectors.  As the  market  value of the  Portfolio's  largest
holdings  rise and fall,  there may be times when the  Portfolio is  diversified
under SEC standards and other times when it is not.

Portfolio Performance Data
The bar chart and table below provide an indication of the risk of investment in
the Growth Index Portfolios.  The bar charts show the Portfolio's performance in
each full calendar  year since  inception.  The table shows how the  Portfolio's
average annual total return compared to the performance of its Benchmark  Index.
The  returns  shown below are  historical  and are not an  indication  of future
performance.  Total  return  figures  include  the  effect  of  the  Portfolio's
recurring  expenses,  but do not  include  fees  and  expenses  of any  variable
insurance product. If those charges were reflected,  the performance shown would
have been lower.

Year-by-Year

1994     1.93%
1995     35.29%
1996     22.10%
1997     29.26%
1998     37.28%
1999     26.87%

During the periods shown in the chart for the Maxim Growth Index Portfolio,  the
highest return for a quarter was 26.28% (quarter ending December,  1998) and the
lowest return for a quarter was -9.21% (quarter ending September, 1998).

The average annual total return for one year,  five years and since inception of
the Portfolio for the period ended December 31, 1999:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                         Since Inception
                                                One Year               Five Years
Maxim Growth Index Portfolio                     26.87%                  30.04%              24.65%
S&P/BARRA Growth Index                           28.25%                  33.64%              25.77%
</TABLE>

The inception date for the Maxim Growth Index Portfolio was December 1, 1993. On
July 26, 1999, pursuant to a vote of the majority of shareholders, the Portfolio
changed its investment  objective so that it now seeks  investment  results that
track the total return of the common stocks that  comprise the S&P/BARRA  Growth
Index. Prior to the change in objective,  the Portfolio compared its performance
to that of the  Russell  1000  Growth  Index.  Consistent  with  its  change  in
investment objective,  the Portfolio now compares its performance to that of the
S&P/BARRA Growth Index, the Portfolio's new benchmark index.

The  S&P/BARRA  Growth  Index  (the  "Growth  Index")  is a  widely  recognized,
unmanaged  index  that  contains  half of the market  value of the S&P 500.  The
Growth Index is comprised  of the stocks  representing  half of the total market
value of the S&P 500 with the highest price-to-book value ratios.



<PAGE>


                                FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios.

SHAREHOLDER FEES (fees paid directly from your investment)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Sales Load Imposed on Purchases...............................................................NONE
Sales Load Imposed on Reinvested Dividends....................................................NONE
Deferred Sales Load...........................................................................NONE
Redemption Fees...............................................................................NONE
Exchange Fees.................................................................................NONE
</TABLE>



ANNUAL PORTFOLIO  OPERATING  EXPENSES (expenses that are deducted from Portfolio
assets)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
                                     Maxim            Maxim INVESCO      Maxim T. Rowe Price          Maxim
                                     Money               Balanced              Equity/             Growth Index
                                     Market                                     Income
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
Management Fees                      0.46%                1.00%                 0.80%                 0.60%
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
Distribution (12b-1) Fees             NONE                 NONE                  NONE                  NONE
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
Other Expenses                       0.00%                0.00%                 0.08%                 0.00%
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
Total Annual Portfolio
Operating Expenses                   0.46%                1.00%                 0.88%                 0.60%
- ------------------------------ ------------------- --------------------- --------------------- ---------------------
</TABLE>


                                    Examples

These  examples  are  intended to help you compare the cost of  investing in the
Portfolios with the cost of investing in other mutual funds.

The  Examples  assume  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 Examples also assume that your investment has a 5% return each year
and that the Portfolio's operating expenses are the amount show in the fee table
and remain the same for the years shown.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                    Portfolio                    1 Year          3 Years         5 Years          10 Years
Maxim Money Market                                 $47            $149             $261            $593
Maxim T. Rowe Price Equity/Income                  $90            $284             $498            $1,135
Maxim INVESCO Balanced                             $103           $323             $566            $1,289
Maxim Growth Index                                 $62            $194             $340            $774
</TABLE>



<PAGE>


                      MORE INFORMATION ABOUT THE PORTFOLIOS

 -------------------------------------------------------------------------------
         Some of the Portfolios are managed by sub-advisers which manage
             other mutual funds having similar names and investment
         objectives. While some of the Portfolios may be similar to, and
          may in fact be modeled after, other mutual funds, you should
        understand that the Portfolios are not otherwise directly related
             to any other mutual funds. Consequently, the investment
            performance of other mutual funds and any similarly-named
                       Portfolio may differ substantially.

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

Each Portfolio follows a distinct set of investment  strategies.  Two Portfolios
are considered to be "Equity Portfolios" because they invest primarily in equity
securities (mostly common stocks). One Portfolio (the Money Market Portfolio) is
considered  to be a  "Debt  Portfolio"  because  it  invests  primarily  in debt
securities  (mostly  bonds).  One  Portfolio  is  considered  to be a  "Balanced
Portfolio"  because its principal  investment  strategy is to invest in a mix of
debt  and  equity  securities.   All  percentage  limitations  relating  to  the
Portfolios' investment strategies are applied at the time a Portfolio acquires a
security.

Equity Portfolios

Each of the Equity Portfolios will normally invest at least 65% of its assets in
equity securities.  Therefore, as an investor in an Equity Portfolio, the return
on your  investment  will be based  primarily on the risks and rewards of equity
securities. The Equity Portfolios include:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     o   Maxim T. Rowe Price Equity/Income Portfolio      o   Maxim Growth Index Portfolio
</TABLE>

Common stocks represent partial ownership in a company and entitle  stockholders
to share in the  company's  profits (or losses).  Common stocks also entitle the
holder to share in any of the  company's  dividends.  The  value of a  company's
stock may fall as a result of factors  which  directly  relate to that  company,
such as lower demand for the company's  products or services or poor  management
decisions.  A stock's value may also fall because of economic  conditions  which
affect many  companies,  such as increases in production  costs.  The value of a
company's stock may also be affected by changes in financial  market  conditions
that are not directly related to the company or its industry, such as changes in
interest  rates or currency  exchange  rates.  In  addition,  a company's  stock
generally  pays  dividends  only after the company  makes  required  payments to
holders of its bonds and other  debt.  For this  reason,  the value of the stock
will  usually  react  more  strongly  than  bonds  and  other  debt to actual or
perceived changes in company's financial condition or progress.

As a general matter, other types of equity securities are subject to many of the
same risks as common stocks.

The Equity Portfolios may invest in common stocks and other equity securities of
U.S.  and  foreign  companies,  but  none of the  Portfolios  described  in this
Prospectus  will  pursue  investments  in  foreign  securities  as  a  principal
investment  strategy.  Equity  investments in foreign  companies present special
risks and  other  considerations  - these are  discussed  below  under  "Foreign
Securities" on page .

The Equity Portfolios may invest in money market  instruments and other types of
debt securities, either as a cash reserve or for other appropriate reasons. Debt
securities  are  discussed  below under "Debt  Portfolios."  Each  Portfolio may
invest in derivatives  in order to hedge against market risk or reduce  interest
rate or credit risk. Derivatives are discussed below under "Derivatives" on page
xx.

Index Portfolios
One of the Equity  Portfolios  (the Maxim  Growth Index  Portfolio)  is an Index
Portfolio.  This means it is not actively managed,  but is designed to track the
performance of a specified  benchmark.  The benchmark index for the Maxim Growth
Index  Portfolio is the S&P/BARRA  Growth Index (the "Growth Index") is a widely
recognized,  unmanaged  index that  contains half of the market value of the S&P
500 Composite  Stock Price Index** (the "S&P 500). The Growth Index is comprised
of the stocks  representing  half of the total  market value of the S&P 500 with
the highest  price-to-book  value  ratios.  The S&P 500 is a widely  recognized,
unmanaged,  market-value  weighted  index of 500 stock  prices.  It is generally
acknowledged  that the S&P 500 broadly  represents  the  performance of publicly
traded common stocks in the United States.

**Standard  &  Poor's(R)",  "S&P(R)",  "S&P  500(R)" and "S&P  500/BARRA  Growth
Index," are trademarks of The McGraw-Hill Companies, Inc. and have been licensed
for use by the Company.  Maxim Series Fund is not sponsored,  endorsed,  sold or
promoted  by  Standard & Poor's and  Standard & Poor's  makes no  representation
regarding the advisability of investing in Maxim Series Fund.

The S&P 500 and S&P/BARRA Growth Index are sponsored by Standard & Poor's, which
is responsible for determining which stocks are represented on the indices.

The Maxim Growth Index Portfolio is not endorsed, sold or promoted by any of the
sponsors of the Growth Index (the "Sponsors"), and no Sponsor is an affiliate or
a sponsor of the Fund, the Portfolios or GW Capital Management. The Sponsors are
not responsible for and do not participate in the operation or management of any
Portfolio,  nor do they  guarantee  the accuracy or  completeness  of the Growth
Index or the data  therein.  Inclusion  of a stock in the Growth  Index does not
imply that it is a good investment.

Total returns for the S&P 500 and Growth Index assume reinvestment of dividends,
but do not include the effect of taxes, brokerage commissions or other costs you
would pay if you actually invested in those stocks.

Money  Market  Portfolio,  Money Market  Instruments  and  Temporary  Investment
Strategies

The Maxim Money Market Portfolio invests exclusively in money market instruments
as its investment strategy. Therefore, the value of your investment in the Maxim
Money Market  Portfolio will be determined  exclusively by the rewards and risks
relating to money market instruments.

Money  market  instruments  include a variety  of  short-term  debt  securities,
usually  with a maturity  of less than 13  months.  Some  common  types of money
market instruments include Treasury bills and notes, which are securities issued
by the U.S. Government, commercial paper, which is a promissory note issued by a
company,  bankers'  acceptances,  which are credit  instruments  guaranteed by a
bank, and negotiable certificates of deposit, which are issued by banks in large
denominations.

The manager of the Maxim Money Market Portfolio selects securities with a rating
in one of the two highest rating  categories for short-term debt  obligations by
at least one  nationally  recognized  statistical  rating  organization  such as
Moody's  Investor  Services,  Inc. or Standard & Poor's  Corporation (or unrated
securities of comparable quality).

Temporary Investment Strategies
In addition to the Money Market  Portfolio,  the other  Portfolios each may hold
cash or cash  equivalents  and may invest in money market  instruments as deemed
appropriate  by GW  Capital  Management  or the  Portfolio's  sub-adviser.  Each
non-Money  Market  Portfolio may invest up to 100% of its assets in money market
instruments as deemed  necessary by GW Capital  Management,  or the  Portfolio's
sub-adviser,  for  temporary  defensive  purposes to respond to adverse  market,
economic or political conditions,  or as a cash reserve. Should a Portfolio take
this action, it may not achieve its investment objective.

Balanced Portfolio

The Maxim  INVESCO  Balanced  Portfolio's  principal  investment  strategy is to
invest in both debt  securities  and equity  securities.  As such, the Portfolio
will be subject primarily to the risks discussed above under "Equity Securities"
and "Debt  Securities."  The Maxim  INVESCO  Balanced  Portfolio  is required to
invest at least 50% of its assets in equity  securities and at least 25% in debt
securities.  However, the Portfolio's day-to-day investment allocation mix among
equity and debt securities  will be determined by the  Sub-Adviser  based on the
Sub-Adviser's perception of prevailing market conditions and risks. By investing
in both debt and equity  securities,  it is anticipated  that the Portfolio will
generally be less volatile than the overall market.

The Maxim INVESCO Balanced  Portfolio has the flexibility to invest up to 25% of
its assets in foreign  securities.  Investments  in foreign  securities  present
special risks and other considerations; these are discussed below under "Foreign
Securities" at page ______. Similar to the Equity Funds, this Portfolio may also
engage in various types of "derivative" transactions to protect the value of its
investments.  Risks  associated  with derivative  transactions  are discussed in
"Derivatives" below at page ____.

                           OTHER INVESTMENT PRACTICES

Debt Securities

Debt securities include money market  instruments,  bonds,  securities issued by
the U.S. Government and its agencies, including mortgage pass-through securities
and  collateralized  mortgage  obligations  issued by both government agency and
private issuers.

Debt securities are used by issuers to borrow money from  investors.  The issuer
pays the investor a fixed or variable rate of interest and must repay the amount
borrowed at maturity. In general, bond prices rise when interest rates fall, and
vice versa.  Debt  securities have varying degrees of quality and varying levels
of sensitivity  to changes in interest  rates.  Longer-term  bonds are generally
more sensitive to interest rate changes than short-term  bonds. This sensitivity
to interest rates is also referred to as "interest rate risk."

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

The lower a bond's  quality,  the more it is subject to credit risk and interest
rate risk and the more speculative it becomes.

Investment  grade  securities  are those rated in one of the four highest rating
categories  by S&P or Moody's  or, if  unrated,  are judged to be of  comparable
quality. Debt securities rated in the fourth highest rating categories by S&P or
Moody's  and  unrated  securities  of  comparable  quality  are viewed as having
adequate capacity for payment of principal and interest, but do involve a higher
degree  of risk than that  associated  with  investments  in the  higher  rating
categories.  Money market  instruments  are  short-term  debt  securities of the
highest  investment  grade quality.  They are discussed  separately  above under
"Money Market  Portfolio,  Money Market  Instruments  and  Temporary  Investment
Strategies."

Securities  rated  below  investment  grade are  commonly  referred  to as "high
yield-high  risk  securities"  or "junk bonds." These  securities are considered
speculative  with  respect to the  issuer's  capacity to pay  interest and repay
principal in accordance  with the terms of the  obligations.  It is,  therefore,
possible  that these  types of factors  could in certain  instances,  reduce the
value of securities held with a commensurate effect on share value. The Maxim T.
Rowe Price  Equity/Income  Portfolio may invest in below  investment  grade debt
securities.

Foreign Securities

None of the Portfolios described in this Prospectus pursue investment in foreign
securities as their principal  investment  strategy.  However, the Maxim T. Rowe
Price  Equity/Income  and Maxim  INVESCO  Balanced  Portfolios  may, in a manner
consistent with their respective  investment  objective and policies,  invest in
foreign securities.  Accordingly,  as an investor in these Portfolios,  you also
should be aware of the risks  associated  with foreign  securities  investments.
Exposure to foreign  markets,  however,  should be minimized to the extent these
Portfolios invest primarily in securities of U.S. issuers.

Debt and equity securities of foreign  companies and governments  generally have
the same risk  characteristics  as those issued by the U.S.  government and U.S.
companies.   In  addition,   foreign   investments   present   other  risks  and
considerations  not  presented  by  U.S.  investments.  Investments  in  foreign
securities may cause a Portfolio to lose money when converting  investments from
foreign currencies into U.S. dollars due to unfavorable currency exchange rates.

Investments  in foreign  securities  also  subject a  Portfolio  to the  adverse
political or economic conditions of the foreign country. These risks increase in
the case of "emerging  market" countries which are more likely to be politically
and  economically  unstable.  Foreign  countries,   especially  emerging  market
countries,  may prevent or delay a Portfolio  from selling its  investments  and
taking money out of the country.  In addition,  foreign securities may not be as
liquid as U.S. securities which could result in a Portfolio being unable to sell
its  investments  in a timely manner.  Foreign  countries,  especially  emerging
market countries,  also have less stringent investor protection,  disclosure and
accounting standards than the U.S. As a result, there is generally less publicly
available information about foreign companies than U.S. companies.

ADRs are  negotiable  certificates,  issued  by a U.S.  depository  bank,  which
represent an ownership  interest in shares of non-U.S.  companies that are being
held by a U.S.  depository bank. Each ADR may represent one ordinary share (or a
fraction or multiple of an ordinary  share) on deposit at the  depository  bank.
The foreign shares held by the depository bank are known as American  Depository
Shares (ADSs).  Although there is a technical distinction between ADRs and ADSs,
market  participants  often use the two terms  interchangeably.  ADRs are traded
freely on U.S.  exchanges or in the U.S.  over-the-counter  market.  ADRs can be
issued under  different types of ADR programs,  and, as a result,  some ADRs may
not be registered with the SEC.

ADRs are a convenient alternative to direct purchases of shares on foreign stock
exchanges.  Although they offer  investment  characteristics  that are virtually
identical to the underlying  ordinary shares, they are often as easy to trade as
stocks of U.S.  domiciled  companies.  A high level of  geographic  and industry
diversification  can be achieved using ADRs, with all transactions and dividends
being in U.S. dollars and annual reports and shareholder  literature  printed in
English.

Derivatives

Each  Portfolio,  other than the Maxim Money Market  Portfolio,  can use various
techniques  to increase or decrease  its exposure to changing  security  prices,
currency  exchange rates, or other factors that affect  security  values.  These
techniques are also referred to as "derivative" transactions.

Derivatives  are financial  instruments  designed to achieve a certain  economic
result when an underlying security,  index, interest rate,  commodity,  or other
financial  instrument moves in price.  Derivatives may be used by the Portfolios
to hedge investments or manage interest or currency-sensitive  assets. The Index
Portfolios may purchase and sell derivative  instruments  (futures  contracts on
the Benchmark Index and options  thereon) as part of their principal  investment
strategy.  The  other  non-Index  Portfolios  which may  enter  into  derivative
transactions will do so only to protect the value of its investments and not for
speculative purposes.  Derivatives can, however,  subject a Portfolio to various
levels of risk. There are four basic  derivative  products:  forward  contracts,
futures contracts, options and swaps.

Forward  contracts  commit the  parties to buy or sell an asset at a time in the
future at a price  determined  when the  transaction is initiated.  They are the
predominant means of hedging currency or commodity exposures.  Futures contracts
are similar to forwards but differ in that (1) they are traded through regulated
exchanges, and (2) are "marked to market" daily.

Options  differ from forwards and futures in that the buyer has no obligation to
perform  under the  contract.  The buyer pays a fee,  called a  premium,  to the
seller, who is called a writer. The writer gets to keep the premium in any event
but must  deliver (in the context of the type of option) at the buyer's  demand.
Caps and floors are specialized options which enable floating-rate borrowers and
lenders to reduce their exposure to interest rate swings for a fee.

A swap is an  agreement  between  two  parties  to  exchange  certain  financial
instruments or components of financial instruments. Parties may exchange streams
of interest rate payments, principal denominated in two different currencies, or
virtually any payment stream as defined by the parties.

Derivatives  involve  special risks.  If GW Capital  Management or a sub-adviser
judges  market  conditions  incorrectly  or  employs  a  strategy  that does not
correlate well with a Portfolio's investments,  these techniques could result in
a loss.  These  techniques  may increase the  volatility  of a Portfolio and may
involve  a small  investment  of cash  relative  to the  magnitude  of the  risk
assumed.  Thus,  it is possible  for a Portfolio  to lose more than its original
investment in a derivatives  transactions.  In addition,  these techniques could
result in a loss if the  counterparty  to the  transaction  does not  perform as
promised.

Derivative  transactions may not always be available and/or may be infeasible to
use due to the associated costs.

Other Risk Factors Associated with the Portfolios

As a mutual  fund,  each  Portfolio  is subject to market  risk.  The value of a
Portfolio's shares will fluctuate in response to changes in economic conditions,
interest  rates,  and the  market's  perception  of the  securities  held by the
Portfolio.

No Portfolio should be considered to be a complete investment program by itself.
You should  consider your own  investment  objectives and tolerance for risk, as
well as your other  investments  when deciding whether to purchase shares of any
Portfolio.

A complete listing of the Portfolios'  investment  limitations and more detailed
information  about their investment  practices are contained in the Statement of
Additional Information.


                          MANAGEMENT OF THE PORTFOLIOS

GW   Capital   Management   provides   investment   advisory,   accounting   and
administrative  services to the Fund.  GW Capital  Management's  address is 8515
East Orchard Road,  Englewood,  Colorado 80111. GW Capital  Management  provides
investment  management services for mutual funds and other investment portfolios
representing  assets  of  over  $5.7  billion.  GW  Capital  Management  and its
affiliates have been providing investment management services since 1969.

The management fee paid to GW Capital Management is as follows:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                      Portfolio                                   Percentage of Average Net Assets
Maxim Money Market                                                             0.46%
Maxim T. Rowe Price Equity/Income                                              0.80%
Maxim INVESCO Balanced                                                         1.00%
Maxim Growth Index                                                             0.60%
</TABLE>

For those Portfolios that are `directly' advised by GW Capital Management (i.e.,
without the  assistance  of a  sub-adviser),  namely the Maxim Money  Market and
Maxim Growth Index Portfolios, GW Capital Management uses teams of professionals
to manage the assets of those Portfolios. Each Portfolio has a separate team and
all of the  members of the team are jointly and  primarily  responsible  for the
day-to-day management of their respective  Portfolios.  The teams meet regularly
to review  Portfolio  holdings and to discuss  purchase and sale activity.  Team
members buy and sell  securities for a Portfolio as they see fit,  guided by the
Portfolio's investment objective and strategy.

Sub-Advisers

For some of the Portfolios,  GW Capital Management has entered into an agreement
with a sub-adviser. This means that the sub-adviser is responsible for the daily
management of the  Portfolio  and for making  decisions to buy, sell or hold any
particular  security.  Each sub-adviser's  management  activities are subject to
review and  supervision  by GW Capital  Management and the Board of Directors of
the Fund. Each sub-adviser bears all expenses in connection with the performance
of its  services,  such as  compensating  and  furnishing  office  space for its
officers and employees connected with investment and economic research,  trading
and investment management of the Portfolio. GW Capital Management, in turn, pays
sub-advisory fees to each sub-adviser for its services.

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
INVESCO Funds Group, Inc.                               T. Rowe Price Associates, Inc.
- -------------------------                               ------------------------------
Maxim INVESCO Balanced Portfolio                        Maxim T. Rowe Price Equity/Income Portfolio
</TABLE>

Following is additional information about each sub-adviser:

T. Rowe Price  Associates,  Inc.  ("T.  Rowe Price") is a Maryland  corporation,
registered as an investment adviser with the Securities and Exchange Commission.
Its principal  business  address is 100 East Pratt Street,  Baltimore,  Maryland
21202.

The Maxim T. Rowe Price  Equity/Income  Portfolio  is  managed by an  Investment
Advisory  Committee  chaired by Brian C.  Rogers.  The  committee  chairman  has
day-to-day  responsibility  for  managing  the  Portfolio  and  works  with  the
committee in developing and executing the Portfolio's  investment program.  This
investment  committee  also serves as the  investment  committee for the T. Rowe
Price Equity  Income  Fund.  Mr.  Rogers has been  chairman of the T. Rowe Price
Equity  Income  Fund  since  1993.  He joined T. Rowe Price in 1982 and has been
managing investments since 1983.

INVESCO Funds Group, Inc.  ("INVESCO") is a Delaware corporation and an indirect
wholly-owned  subsidiary of AMVESCAP PLC. INVESCO is registered as an Investment
Adviser with the  Securities  and Exchange  Commission.  Its principal  business
address is 7800 E. Union Avenue, Denver, Colorado, 80237.

The day-to-day management of the Maxim INVESCO Balanced Portfolio is provided by
members of  INVESCO's  Equity  Income and Fixed Income teams which are headed by
Charles P. Mayer and Donovan J. (Jerry) Paul.  Mr. Paul,  Mr. Mayer and Peter M.
Lovell are  primarily  responsible  for the  day-to-day  management of the Maxim
INVESCO  Balanced  Portfolio.   Mr.  Mayer  is  primarily  responsible  for  the
day-to-day  management  of the  Portfolio's  equity  holdings.  He is  also  the
co-portfolio  manager for the INVESCO  Balanced  Fund,  since 1996. Mr. Mayer is
also  co-portfolio  manager of the INVESCO Equity Income Fund,  Inc. and INVESCO
VIF-Equity Income Fund. Mr. Mayer began his investment career in 1969 and is now
senior vice president and director of INVESCO ; from 1993 to 1994, he was a vice
president  of  INVESCO.  From  1984 to 1993,  he was a  portfolio  manager  with
Westinghouse  Pension.  Mr. Paul focuses on the fixed income investments for the
Portfolio.  Since  1994,  he has also  served as  co-portfolio  manager  for the
INVESCO  Balanced  Portfolio;  portfolio  manager of INVESCO Select Income Fund,
INVESCO High Yield Fund,  and INVESCO  VIF-High  Yield  Portfolio;  co-portfolio
manager of INVESCO  Equity  Income  Fund,  INVESCO  VIF- Equity  Income Fund and
INVESCO  Tax-Free  Bond Fund;  portfolio  manager and senior vice  president  of
INVESCO.   Formerly,  Mr.  Paul  was  Senior  Vice  President  and  Director  of
Fixed-Income  Research (1989 to 1992) and portfolio  manager (1987 to 1992) with
Stein, Roe and Farnham Inc., and President (1993 to 1994) of Quixote  Investment
Management,  Inc. Mr. Lovell has served as  co-portfolio  manager of the INVESCO
Balanced  Fund since 1998.  Mr.  Lovell was  previously  an equity  analyst with
INVESCO's  Equity Income team  (1996-1999),  an equity  assistant with INVESCO's
investment division  (1994-1996) and co-financial  consultant with Merrill Lynch
(1992-1994).

                   IMPORTANT INFORMATION ABOUT YOUR INVESTMENT

Investing in the Portfolios
Shares of the Portfolios are not for sale directly to the public. Currently, the
Portfolios'  shares are sold only to  separate  accounts  of  Great-West  Life &
Annuity  Insurance  Company  and New  England  Life  Insurance  Company  to fund
benefits  under certain  variable  annuity  contracts,  variable life  insurance
policies and to participants in connection with qualified  retirement  plans. In
the  future,  shares  of the  Portfolios  may be  used to  fund  other  variable
contracts offered by Great-West, or its affiliates, or other unrelated insurance
companies.  For  information  concerning  your rights under a specific  variable
contract,  please refer to the applicable prospectus and/or disclosure documents
for that contract.

Purchasing and Redeeming Shares

Variable  contract owners or Qualified Plan  participants will not deal directly
with the Fund  regarding the purchase or  redemption  of a  Portfolio's  shares.
Insurance  company separate  accounts place orders to purchase and redeem shares
of each  Portfolio  based on  allocation  instructions  received  from  variable
contract owners. Similarly,  Qualified Plan sponsors and administrators purchase
and  redeem  Portfolio  shares  based  on  orders  received  from  participants.
Qualified Plan participants  cannot contact the Fund directly to purchase shares
of the Portfolios but may invest in shares of the Portfolios  only through their
Qualified  Plan.  Participants  should  contact their  Qualified Plan sponsor or
administrator for information concerning the appropriate procedure for investing
in the Fund.

Due  to  differences  in  tax  treatment  or  other   considerations,   material
irreconcilable  conflicts may arise  between the  interests of variable  annuity
contract owners,  variable life insurance policy owners and Qualified Plans that
invest in the Fund.  The Board of Directors  will monitor each 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 Fund outside a variable annuity contract.

An exchange involves selling all or a portion of the shares of one Portfolio and
purchasing  shares  of  another  Portfolio.   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:
         8505 East Orchard Road, 401(k) Operations Department
         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 1-800-338-4015.
o    A Portfolio may refuse exchange  purchases by any person or group if, in GW
     Capital Management'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 at any time the policies and procedures
     to request an exchange of shares of the Portfolios by telephone.
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.
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 transaction price for buying, selling, or exchanging a Portfolio's shares is
the net asset  value of that  Portfolio.  Each  Portfolio's  net asset  value is
generally  calculated as of the close of trading on the New York Stock  Exchange
("NYSE") every day the NYSE is open (generally  4:00 p.m.  Eastern Time). If the
NYSE closes at any other time, or if an emergency exists,  the time at which the
NAV is calculated may differ. To the extent that a Portfolio's assets are traded
in other markets on days when the NYSE is closed,  the value of the  Portfolio's
assets  may be  affected  on days  when the Fund is not  open for  business.  In
addition, trading in some of a Portfolio's assets may not occur on days when the
Fund is open for  business.  Your share  price will be the next net asset  value
calculated after we receive your order in good form.

The net asset value of the Maxim Money Market  Portfolio is  determined by using
the amortized  cost method of valuation.  Net asset value is based on the market
value of the securities in the Portfolio.  Short-term securities with a maturity
of 60 days or less are valued on the basis of amortized  cost.  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 the Board of Directors of the Fund
believes accurately reflects fair value.

We determine net asset value by dividing net assets of the Portfolio  (the value
of its investments,  cash, and other assets minus its liabilities) by the number
of the Portfolio's outstanding shares.

Dividends and Capital Gains Distributions
Each Portfolio earns dividends,  interest and other income from its investments,
and distributes  this income (less expenses) to shareholders as dividends.  Each
Portfolio  also realizes  capital gains from its  investments,  and  distributes
these gains (less any losses) to shareholders as capital gains distributions.

o    The Maxim Money Market  Portfolio  ordinarily  declares  dividends from net
     investment income daily and distributes dividends monthly.
o    The Maxim T. Rowe Price  Equity/Income,  Maxim  INVESCO  Balanced and Maxim
     Growth Index Portfolios ordinarily distribute dividends semi-annually.
o All of the Portfolios generally distribute capital gains, if any, in December.

Tax Consequences
The Portfolios are not currently  separate  taxable  entities.  It is possible a
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 any one of the Portfolios  depend on the
provisions of the variable  contract through which you invest in the Fund or the
terms of your qualified  retirement plan. For more information,  please refer to
the applicable prospectus and/or disclosure documents for that contract.

Effect of Foreign  Taxes.  Dividends and interest  received by the Portfolios on
foreign  securities  may be subject to  withholding  and other taxes  imposed by
foreign   governments.   These  taxes  will  generally   reduce  the  amount  of
distributions on foreign securities.

Annual and Semi-Annual Shareholder Reports
The  fiscal  year of the Fund ends on  December  31 of each  year.  Twice a year
shareholders  of each Fund will  receive a report  containing  a summary  of the
Fund's performance and other information.

                              FINANCIAL HIGHLIGHTS

The  financial  highlights  tables  are  intended  to help you  understand  each
Portfolio's  financial  history  for the past five years,  or, if  shorter,  the
period of each Portfolio's  operations.  Certain information  reflects financial
results for a single  Portfolio  share.  Total returns in the  following  tables
represent the rate that an investor would have earned (or lost) on an investment
in a Portfolio (assuming  reinvestment of all dividends and distributions).  The
information  has been  audited by Deloitte & Touche LLP,  independent  auditors,
whose reports,  along with the Fund's financial statements,  are included in the
Fund's  Annual  Report.  A free  copy of the  Annual  Report is  available  upon
request.



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MAXIM SERIES FUND, INC.

MAXIM MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999, 1998, 1997, 1996 and 1995 are as follows:

<TABLE>
<S>                                                                    <C>
                                                   Year Ended December 31,
                                                    1999             1998             1997             1996             1995

Net Asset Value, Beginning of Period          $        1.0005  $        1.0007  $        1.0007 $         1.0007 $         1.0007

Income from Investment Operations

Net investment income                                  0.0471           0.0505           0.0512           0.0493           0.0555
Net realized loss                                                     (0.0002)
                                                      -------

Total Income From Investment Operations                0.0471           0.0503           0.0512           0.0493           0.0555

Less Distributions

From net investment income                           (0.0471)         (0.0505)         (0.0512)         (0.0493)         (0.0555)

Total Distributions                                  (0.0471)         (0.0505)         (0.0512)         (0.0493)         (0.0555)

Net Asset Value, End of Period                $        1.0005  $        1.0005  $        1.0007 $         1.0007 $         1.0007


Total Return/Yield                                      4.81%            5.15%            5.24%            5.04%            5.62%

Net Assets, End of Period                     $   722,697,255  $   619,416,664  $   453,155,210 $    396,453,188 $    277,257,289

Ratio of Expenses to Average Net Assets                 0.46%            0.46%            0.46%            0.46%            0.46%

Ratio of Net Investment Income to
Average Net Assets                                      4.73%            5.05%            5.14%            4.99%            5.55%




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MAXIM SERIES FUND, INC.

MAXIM GROWTH INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999, 1998, 1997, 1996 and 1995 are as follows:

                                                  Year Ended December 31,
                                                  1999              1998             1997              1996             1995

Net Asset Value, Beginning of Period        $        2.4276  $         1.8507  $        1.4852  $         1.3459 $         1.0120

Income from Investment Operations

Net investment income                                0.0061            0.0070           0.0085            0.0114           0.0127
Net realized and unrealized gain                     0.6347            0.6769           0.4241            0.2851           0.3432

Total Income From Investment Operations              0.6408            0.6839           0.4326            0.2965           0.3559

Less Distributions

From net investment income                         (0.0061)          (0.0070)         (0.0085)          (0.0114)         (0.0165)
From net realized gains                            (0.1989)          (0.1000)         (0.0586)          (0.1458)         (0.0055)

Total Distributions                                (0.2050)          (0.1070)         (0.0671)          (0.1572)         (0.0220)

Net Asset Value, End of Period              $        2.8634  $         2.4276  $        1.8507  $         1.4852 $         1.3459


Total Return                                         26.87%            37.28%           29.26%            22.10%           35.29%

Net Assets, End of Period                   $   499,612,225  $    297,170,229  $   162,975,760  $     83,743,210 $     43,515,299

Ratio of Expenses to Average Net Assets               0.60%             0.60%            0.60%             0.60%            0.60%

Ratio of Net Investment Income to
Average Net Assets                                    0.26%             0.36%            0.54%             0.83%            1.15%

Portfolio Turnover Rate                              54.24%            26.48%           21.52%            41.55%           17.90%



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MAXIM SERIES FUND, INC.

                   MAXIM T. ROWE PRICE EQUITY/INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999, 1998, 1997, 1996 and 1995 are as follows:

                                                 Year Ended December 31,
                                                  1999              1998              1997              1996             1995

Net Asset Value, Beginning of Period       $         1.7804  $         1.7602  $         1.4492  $         1.2633  $       0.9805

Income from Investment Operations

Net investment income                                0.0339            0.0370            0.0357            0.0299          0.0345
Net realized and unrealized gain                     0.0242            0.1177            0.3783            0.2130          0.2892

Total Income From Investment Operations              0.0581            0.1547            0.4140            0.2429          0.3237

Less Distributions

From net investment income                         (0.0340)          (0.0369)          (0.0357)          (0.0300)        (0.0396)
From net realized gains                            (0.1491)          (0.0976)          (0.0673)          (0.0270)        (0.0013)

Total Distributions                                (0.1831)          (0.1345)          (0.1030)          (0.0570)        (0.0409)

Net Asset Value, End of Period             $         1.6554  $         1.7804  $         1.7602  $         1.4492  $       1.2633


Total Return                                          3.39%             8.93%            28.82%            19.39%          33.42%

Net Assets, End of Period                  $    189,499,607  $    209,702,724  $    167,154,169  $     69,535,903  $   10,950,195

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                0.88%             0.88%             0.93%             1.20%           1.82%
- - After Reimbursement #                               0.88%             0.88%             0.91%             0.95%           0.95%

Ratio of Net Investment Income to
Average Net Assets:
- - Before Reimbursement                                1.84%             2.14%             2.46%             2.60%           2.59%
- - After Reimbursement #                               1.84%             2.14%             2.48%             2.85%           3.46%

Portfolio Turnover Rate                              44.02%            32.30%            25.35%            26.15%          14.00%


# Percentages are shown net of expenses reimbursed The Great-West Life Assurance
Company or GW Capital Management, LLC.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM INVESCO BALANCED PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999,  1998 and 1997, and the period ended December 31, 1996 are as
follows:

                                                           Period Ended December 31,
                                                            1999               1998               1997                1996
                                                                                                                      (A)
Net Asset Value, Beginning of Period                 $         1.4608   $         1.2588   $         1.0408    $         1.0000

Income from Investment Operations

Net investment income                                          0.0271             0.0289             0.0187              0.0052
Net realized and unrealized gain                               0.2086             0.2020             0.2518              0.0420

Total Income From Investment Operations                        0.2357             0.2309             0.2705              0.0472

Less Distributions

From net investment income                                   (0.0272)           (0.0289)           (0.0187)            (0.0052)
From net realized gains                                      (0.2535)                              (0.0338)            (0.0012)

Total Distributions                                          (0.2807)           (0.0289)           (0.0525)            (0.0064)

Net Asset Value, End of Period                       $         1.4158   $         1.4608   $         1.2588    $         1.0408


Total Return                                                   16.74%             18.42%             26.10%               4.60%

Net Assets, End of Period                            $    168,657,892   $    175,637,780   $    127,072,586    $     15,987,166

Ratio of Expenses to Average Net Assets                         1.00%              1.00%              1.00%              1.00%*

Ratio of Net Investment Income to
Average Net Assets                                              1.94%              2.18%              2.77%              2.84%*

Portfolio Turnover Rate                                       119.39%            119.95%            150.57%              17.14%
</TABLE>


*Annualized

(A) The portfolio commenced operations on October 1, 1996.



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                             ADDITIONAL INFORMATION

The Statement of Additional  Information ("SAI") contains more details about the
investment  policies and techniques of the Portfolios.  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  Portfolios'  investments is available in the
Fund's  annual and  semi-annual  reports to  shareholders.  In the Fund's annual
report,  you will find a  discussion  of the market  conditions  and  investment
strategies that  significantly  affected the Portfolios'  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 1-800-338-4015.

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 writing the Public  Reference
Section of the SEC, Washington, D.C. 20549-6009, or by electronic request at the
following  e-mail  address:  [email protected].  You can also  review  and copy
information  about  the  Portfolios,  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.















                         This prospectus should be read
                       and retained for future reference.




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