MAXIM SERIES FUND INC
497, 2000-05-04
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 INVESCO ADR Portfolio
         Maxim Loomis Sayles Corporate Bond Portfolio         Maxim Founders Growth & Income Portfolio
         Maxim Short-Term Maturity Bond Portfolio             (formerly, Maxim Founders Blue Chip Portfolio)
         Maxim Global Bond Portfolio
         Maxim U.S. Government Mortgage                       Maxim T. Rowe Price MidCap Growth Portfolio
              Securities Portfolio

         Maxim Loomis Sayles Small-Cap Value Portfolio        Maxim Value Index Portfolio
         Maxim Ariel Small-Cap Value Portfolio                Maxim Growth Index Portfolio
         Maxim INVESCO Small-Cap Growth Portfolio             Maxim Index 400 Portfolio
                                                              Maxim Bond Index Portfolio (formerly, Maxim
         Aggressive Profile II Portfolio                      Investment Grade Corporate Bond Portfolio)
         Moderately Aggressive Profile II Portfolio           Maxim Index Pacific Portfolio
         Moderate Profile II Portfolio                        Maxim Index European Portfolio
         Moderately Conservative Profile II Portfolio
         Conservative Profile II Portfolio
</TABLE>

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



This Prospectus describes twenty-two  portfolios,  fourteen of which are "Equity
Portfolios" and eight of which are "Debt Portfolios" (including the Money Market
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.  Several of the  Portfolios are managed on a
day-to-day basis by "Sub-Advisers" hired by GW Capital Management.

Each  Portfolio is a series of the Maxim Series Fund,  Inc. (the  "Fund").  Each
Portfolio  operates  as a  separate  mutual  fund  and has  its  own  investment
objectives and strategies.

The Fund 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 directly;  rather
you must  own a  variable  insurance  contract  or  participate  in a  qualified
retirement  plan  that  makes  one or  more  of  the  Portfolios  available  for
investment.

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

The Portfolios at a Glance .....................................................
         Maxim Money Market Portfolio
         Maxim Bond Portfolios
              Maxim Debt Index Portfolio
              Maxim Foreign Debt Portfolio
         Maxim Small-Cap Portfolios
         Maxim MidCap Portfolio
         Maxim Foreign Equity Portfolio
         Maxim Domestic Equity Portfolio
              Maxim Equity Index Portfolios
         Maxim Profile II Portfolios

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

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

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

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

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

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

Financial Highlights............................................................



<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

[OBJECT 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 BOND PORTFOLIOS

Maxim Short-Term Maturity Bond Portfolio

The investment objective of this Portfolio is to:

o Seek maximum total return that is consistent with  preservation of capital and
liquidity.

Principal investment strategies.  This Portfolio will:

o Invest primarily in short-term investment grade bonds.

o Select securities based on relative value, maturity, quality and sector.

o Maintain  an actively  managed  portfolio  of debt  securities  selected  from
several  categories  including:  o U.S.  Treasuries  and  Agency  securities;  o
Commercial   and   residential   mortgage-backed   securities;   o  Asset-backed
securities; and o Corporate bonds.

o Maintain a weighted average quality of A or higher.

o Maintain an average effective maturity of no greater than five (5) years.

o Invest up to 20% of its total assets in securities of below  investment  grade
quality ("high yield/high risk" or "junk" bonds).

The principal investment risks for this Portfolio include:

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.

o    Junk bonds are regarded as  predominately  speculative  with respect to the
     issuer's  continuing ability to meet principal and interest payments.  As a
     result,  the  total  return  and yield of a junk  bond can be  expected  to
     fluctuate  more than the total return and yield of high  quality  bonds and
     the potential loss is significantly greater.

Non-Diversification Risk
o    The  Portfolio is classified  as  non-diversified  which means a relatively
     high  percentage  of its 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 than that
     experienced by a diversified 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

[OBJECT OMITTED]

1996     4.70%
1997     6.14%
1998     6.36%
1999     3.37%

During the periods  shown in the chart for the Maxim  Short-Term  Maturity  Bond
Portfolio, the highest return for a quarter was 2.74% (quarter ending September,
1998) and the  lowest  return for a quarter  was 0.27%  (quarter  ending  March,
1996).

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 Short-Term Maturity
Bond Portfolio                                         3.37%           5.35%
Lehman 1-3 Year Government/Corporate Bond Index
                                                       3.15%           5.79%

The inception date for the Maxim  Short-Term  Maturity Bond Portfolio was August
1, 1995.
The  Lehman  1-3  Year   Government/Corporate   Bond  Index  is   comprised   of
short-average-life   U.S.  Government  and  agency  bonds  and  investment-grade
corporate bonds.

Maxim U.S. Government Mortgage Securities Portfolio

The investment objective of this Portfolio is to:

o Seek the highest level of return  consistent with  preservation of capital and
substantial credit protection

Principal investment strategies.  This Portfolio will:

o    Invest  primarily in mortgage  related  securities that have been issued or
     guaranteed by the U.S. Government or its agencies or instrumentalities.

o    Focus on  relative  value of the  security  by  analyzing  the  current and
     expected level of interest rates,  and current and historical  asset yields
     versus treasury yields.

o    Invest in  private  mortgage  pass-through  securities  and  collateralized
     mortgage  obligations  (CMOs).  CMOs may be issued by private  issuers  and
     collateralized by securities issued or guaranteed by the U.S. Government or
     its agencies or instrumentalities.

The principal investment risks for this Portfolio include:

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.

Non-Diversification Risk
o    The  Portfolio is classified  as  non-diversified  which means a relatively
     high  percentage  of its 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  securities  may be more
     susceptible to any single economic, political or regulatory event than that
     experienced by a diversified 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

[OBJECT OMITTED]

1993     9.66%
1994     -2.34%
1995     15.55%
1996     4.29%
1997     8.64%
1998     7.12%
1999     0.51%

During the  periods  shown in the chart for the Maxim U.S.  Government  Mortgage
Securities  Portfolio  , the  highest  return for a quarter  was 4.76%  (quarter
ending  June,  1995) and the  lowest  return for a quarter  was -2.33%  (quarter
ending March, 1994).

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 U.S. Government Mortgage
Securities Portfolio                              0.51%                  7.11%                6.26%
Lehman Mortgage-Backed Securities Index
                                                  1.86%                  7.98%                6.46%
Lehman Aggregate Bond Index                      -0.82%                  7.73%                6.56%
</TABLE>

The inception date for the Maxim U.S. Government  Mortgage Securities  Portfolio
was December 1, 1992.
The Lehman  Mortgage-Backed  Securities  Index is comprised  of  mortgage-backed
securities  issued by GNMA, FNMA, and FHLMC and includes 15 and 30 year mortgage
pass-throughs and balloon securities. The Lehman Aggregate Bond Index covers the
U.S. investment grade fixed rate bond market, including government and corporate
securities, agency mortgage pass-through securities,  commercial mortgage-backed
securities,  and asset-backed securities having a final maturity of greater than
one year that are traded on U.S. financial markets.

Maxim Loomis Sayles  Corporate Bond  Portfolio  (Sub-Adviser:  Loomis,  Sayles &
Company, L.P.)
- ---------------------------------------------

The investment objective of this Portfolio is to:

o Seek high total investment  return through a combination of current income and
capital appreciation.

Principal investment strategies.   This Portfolio will:

o Invest primarily in corporate debt securities of any maturity.

o    Focus on good  relative  value  based on the credit  outlook of the issuer,
     good structural fit within the objectives and constraints of the Portfolio,
     and maximum total return potential.

o Invest up to 20% of its total assets in preferred stock.

o  Invest  up to  20%  of its  total  assets  in  foreign  securities;  however,
securities of Canadian issuers are not subject to this 20% limitation.

o Invest up to 35% of its total assets in securities of below  investment  grade
quality ("high yield/high risk" or "junk" bonds).

The principal investment risks for this Portfolio include:

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.

o    Junk bonds are regarded as  predominately  speculative  with respect to the
     issuer's  continuing ability to meet principal and interest payments.  As a
     result,  the  total  return  and yield of a junk  bond can be  expected  to
     fluctuate  more than the total return and yield of high  quality  bonds and
     the potential loss is significantly greater.

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.

Preferred Stock Risk

o    Preferred  stocks are subject to interest  rate risk and credit  risk.  The
     value of these  stocks will tend to fall in response to a general  increase
     in interest  rates and rise in value in  response  to a general  decline in
     interest  rates.  In  addition,  the  value of these  stocks  will  vary in
     response to changes in the credit rating of the issuing corporation.

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

[OBJECT OMITTED]

1995     30.19%
1996     10.35%
1997     12.70%
1998     3.43%
1999     4.87%

During the periods shown in the chart for the Maxim Loomis Sayles Corporate Bond
Portfolio,  the highest  return for a quarter was 9.94%  (quarter  ending  June,
1995) and the lowest return for a quarter was -5.01% (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 Loomis Sayles Corporate Bond
Portfolio                                         4.87%              11.93%           11.20%
Merrill Lynch Intermediate
Government/Corporate Index                       -2.05%               7.61%            7.47%
</TABLE>

The inception  date for the Maxim Loomis  Sayles  Corporate  Bond  Portfolio was
November 1, 1994.
The  Merrill  Lynch  Intermediate  Government/Corporate  Index is  comprised  of
Government  issued  bonds and  investment-grade  or better,  dollar-denominated,
publicly-issued corporate bonds with 1-10 years remaining until maturity.

MAXIM DEBT INDEX PORTFOLIO

Maxim Bond Index Portfolio (formerly,  the Maxim Investment Grade Corporate Bond
Portfolio)

The investment objective for this Portfolio is to:

o    Seek investment  results that track the total return of the debt securities
     that comprise the Lehman Aggregate Bond Index ("Lehman Index").

Principal Investment Strategies.  The Portfolio will:

o Invest primarily in debt securities of the Lehman Index.

o    Invest in a portfolio of securities using sampling  techniques  designed to
     give the Portfolio the relevant comparable  attributes of the Lehman Index.
     This may be accomplished through a combination of debt securities ownership
     and owning  futures  contracts  on the Lehman  Index and options on futures
     contracts.

The principal investment risks for the Portfolio include:

Index Risk
o    It is possible the Lehman 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
     Lehman Index.

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

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 values rises. The longer a
     bond's maturity, the greater the risk and the higher 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 obligations to pay principal and/or interest.

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 Fund to lose more money than if the  Portfolio
     had  actually  purchased  the  underlying   securities.   This  is  because
     derivatives magnify gains and losses.

o    In addition, derivatives can be illiquid and highly sensitive to changes in
     their underlying  security,  interest rate or index, and as a result can be
     highly  volatile.  A small investment in certain  derivatives  could have a
     potentially large impact on the Portfolio's performance.

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 the
amount 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

[OBJECT OMITTED]

1993     8.96%
1994     -3.15%
1995     16.71%
1996     3.14%
1997     6.85%
1998     7.08%
1999     -0.31%

During the periods shown in the chart of the Bond Index  Portfolio,  the highest
return for a quarter was 6.31% (quarter ending June, 1995) and the lowest return
for a quarter was -2.54% (quarter ending March, 1994).

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 Bond Index Portfolio                       -0.31%               6.54%            5.56%
Lehman Aggregate Bond Index                      -0.82%               7.73%            6.56%
</TABLE>

The  inception  date for the  Portfolio  was December 1, 1992. On July 26, 1999,
pursuant to a vote of the majority of  shareholders,  the Portfolio  changed its
name and investment objective so that it now seeks investment results that track
the total return of the debt securities that comprise the Lehman  Aggregate Bond
Index. Prior to the changes, the Portfolio's name was the Maxim Investment Grade
Corporate Bond  Portfolio and it compared its  performance to that of the Lehman
Intermediate Government/Corporate Index and Lehman Intermediate Corporate Index.
Consistent with its change in investment  objective,  the Portfolio now compares
its performance to that of the Lehman  Aggregate Bond Index, the Portfolio's new
benchmark index.

The Lehman Aggregate Bond Index covers the U.S. investment grade fixed rate bond
market,   including  government  and  corporate   securities,   agency  mortgage
pass-through securities, commercial mortgage-backed securities, and asset-backed
securities  having a final  maturity of greater than one year that are traded on
U.S. financial markets.

MAXIM FOREIGN DEBT PORTFOLIO

Maxim  Global Bond Portfolio (Sub-Adviser: Pareto Partners)

The investment objective of this Portfolio is to:

o Seek highest total return consistent with a reasonable degree of risk.

Principal investment strategies.  This Portfolio will:

o Invest primarily in debt obligations of issuers located throughout the world.

o        Ordinarily invest in at least three countries.

o Hold foreign  currencies and attempt to profit from  fluctuations  in currency
exchange rates.

o Typically  invest in  developed  countries,  but may invest up to 35% of total
assets in emerging markets.

o Invest  primarily in debt  securities  rated  investment  grade or the unrated
equivalent as determined by Pareto Partners.

o Invest up to 35% of its total assets in below investment grade debt securities
("high yield/high risk" or "junk" bonds).

The principal investment risks for this Portfolio include:

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 values 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 obligations to pay principal and/or interest.

o    Junk bonds (debt securities  rated below investment  grade) are regarded as
     predominantly  speculative with respect to the issuer's  continuing ability
     to meet principal and interest payments.  As a result, the total return and
     yield of a junk  bond can be  expected  to  fluctuate  more  than the total
     return  and  yield  of  high  quality  bonds  and  the  potential  loss  is
     significantly greater.

Derivative Risk
o    The  Portfolio  may invest some assets in  derivative  securities,  such as
     options and futures. This practice is used primarily to hedge the Portfolio
     but may be used to increase returns;  however, such practices sometimes may
     reduce returns or increase volatility.

o    In addition, derivatives can be illiquid and highly sensitive to changes in
     their underlying  security,  interest rate or index, and as a result can be
     highly  volatile.  A small investment in certain  derivatives  could have a
     potentially large impact on the Portfolio's performance.

Non-Diversification Risk
o    The  Portfolio is classified  as  non-diversified  which means a relatively
     high  percentage  of its 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  securities  may be more
     susceptible  to  any  economic,   political  or  regulatory  event  than  a
     diversified portfolio.

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.

o    In addition,  emerging market countries  generally have economic structures
     that are less  diverse  and mature,  and  political  systems  that are less
     stable, than those of developed countries.

o    Emerging  markets may be more  volatile and less liquid than the markets of
     more mature economies, and the securities of emerging markets issuers often
     are subject to rapid and large changes in price; however, these markets may
     provide higher rates of return to investors.

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
No  performance  history is available as the Portfolio has less than one year of
performance data.

MAXIM SMALL-CAP PORTFOLIOS

Maxim Ariel Small-Cap Value Portfolio  (Sub-Adviser:  Ariel Capital  Management,
Inc.)
- ---------------------------------------

The investment objective of this Portfolio is to:

o        Seek long-term capital appreciation.

Principal investment strategies.  This Portfolio will:

o        Invest primarily in small-cap common stocks.

o Emphasize small companies that are believed to be undervalued.

The Portfolio also currently observes the following operating policies:

o    Actively  seeking  investment in companies that achieve  excellence in both
     financial return and environmental  soundness,  selecting issuers that take
     positive steps toward  preserving our  environment  and avoiding  companies
     with a poor environment record.

o    Not investing in issuers  primarily  engaged in the manufacture of tobacco,
     weapons  systems,  the production of nuclear energy,  or the manufacture of
     equipment to produce nuclear energy.

The principal investment risks for this Portfolio include:

Small Company Risk
o    The stocks of small  companies  often involve more risk and volatility than
     those of larger companies. Because small companies are often dependent on a
     small number of products and have limited financial resources,  they may be
     severely affected by economic  changes,  business cycles and adverse market
     conditions.  In  addition,  there  is  generally  less  publicly  available
     information  concerning  small  companies  upon which to base an investment
     decision.

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 can be more volatile than the market as
     a whole  and can  perform  differently  than the  value of the  market as a
     whole. This is particularly true of small companies.

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

[OBJECT OMITTED]

1994     -2.78%
1995     15.51%
1996     17.94%
1997     27.86%
1998     8.28%
1999     -5.80%

During  the  periods  shown in the  chart for the Maxim  Ariel  Small-Cap  Value
Portfolio, the highest return for a quarter was 20.41% (quarter ending December,
1998) and the lowest return for a quarter was -15.76% (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 Ariel Small-Cap
Value Portfolio                                  -5.80%                  12.18%              10.01%
Russell 2000 Index                               21.26%                  13.08%              12.20%
</TABLE>

The inception date for the Maxim Ariel Small-Cap Value Portfolio was December 1,
1993.
The Russell 2000 Index is a list compiled by the Frank Russell  Company and is a
measure of the bottom  two-thirds of the top 3000  market-capitalized,  publicly
traded, domestic common stocks.

Maxim Loomis Sayles  Small-Cap Value Portfolio  (Sub-Adviser:  Loomis,  Sayles &
Company, L.P.)
- ---------------------------------------------

The investment objective of this Portfolio is to:

o        Seek long-term capital growth.

Principal investment strategies.   This Portfolio will:

o Invest  primarily in small-cap  companies within the Russell 2000 Index market
capitalization range ($178.2 million to $1.3 billion as of May 30, 1999).

o Seek to build a core  small-cap  portfolio  of common  stocks of solid  growth
companies.

o    Seek  companies that have  experienced  significant  business  problems but
     which are believed to have favorable prospects for recovery.

o    Invest up to 35% of total assets in equity  securities  of  companies  with
     market   capitalizations  in  excess  of  the  Russell  2000  Index  market
     capitalization range.

The principal investment risks for this Portfolio include:

Small Company Risk
o    The stocks of small  companies  often involve more risk and volatility than
     those of larger companies. Because small companies are often dependent on a
     small number of products and have limited financial resources,  they may be
     severely affected by economic  changes,  business cycles and adverse market
     conditions.  In  addition,  there  is  generally  less  publicly  available
     information  concerning  small  companies  upon which to base an investment
     decision. These risks may be more acute for companies that have experienced
     significant business problems.

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 can be more volatile than the market as
     a whole  and can  perform  differently  than the  value of the  market as a
     whole. This is particularly true of small companies.

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

[OBJECT OMITTED]

1995     29.96%
1996     30.09%
1997     24.50%
1998     -2.28%
1999     -0.43%

During the  periods  shown in the chart for the Maxim  Loomis  Sayles  Small-Cap
Value  Portfolio,  the highest return for a quarter was 17.18%  (quarter  ending
December,  1998) and the lowest return for a quarter was -18.76% (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
                                                One Year           Five Years        Inception
Maxim Loomis Sayles Small-Cap Value
Portfolio                                        -0.43%              15.42%           14.33%
Russell 2000 Index                               21.26%              13.08%           14.12%
</TABLE>

The inception date for the Maxim Loomis  Small-Cap  Value Portfolio was November
1, 1994.
The Russell 2000 Index is a list compiled by the Frank Russell  Company and is a
measure of the bottom  two-thirds of the top 3000  market-capitalized,  publicly
traded, domestic common stocks.

Maxim INVESCO  Small-Cap  Growth  Portfolio  (Sub-Adviser:  INVESCO Funds Group,
Inc.)
- ----------------------------------------

The investment objective of this Portfolio is to:

o        Seek long-term capital growth.

Principal investment strategies.   This Portfolio will:

o    Invest  primarily in a diversified  group of equity  securities of emerging
     growth companies with market  capitalizations  of $2 billion or less at the
     time of purchase.

o Invest up to 35% of total assets in equity securities of companies with market
capitalizations in excess of $2 billion.

o    Identify  companies  believed to have favorable  opportunities  for capital
     appreciation  within their industry  grouping and invest in these companies
     when they:
o        are determined to be in the developing stages of their life cycle, and
o      have demonstrated, or are expected to achieve, long-term earnings growth.

o    Invest  up to 25% of its  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:

Small Company Risk
o    The stocks of small  companies  often involve more risk and volatility than
     those of larger companies. Because small companies are often dependent on a
     small number of products and have limited financial resources,  they may be
     severely affected by economic  changes,  business cycles and adverse market
     conditions.  In  addition,  there  is  generally  less  publicly  available
     information  concerning  small  companies  upon which to base an investment
     decision.

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 can be more volatile than the market as
     a whole  and can  perform  differently  than the  value of the  market as a
     whole. This is particularly true of small companies.

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.

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

[OBJECT OMITTED]

1995     31.79%
1996     26.73%
1997     18.70%
1998     17.62%
1999     80.78%

During the periods  shown in the chart for the Maxim  INVESCO  Small-Cap  Growth
Portfolio, the highest return for a quarter was 50.98% (quarter ending December,
1999  ) and  the  lowest  return  for a  quarter  was  -17.43%  (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 INVESCO Small-Cap
Growth Portfolio                                 80.78%              33.34%           32.32%
Russell 2000 Index                               21.26%              13.08%           14.12%
</TABLE>

The inception date for the Maxim INVESCO Small-Cap Growth Portfolio was November
1, 1994.
The Russell 2000 Index is list  compiled by the Frank  Russell  Company and is a
measure of the bottom  two-thirds of the top 3000  market-capitalized,  publicly
traded, domestic common stocks.

MAXIM MIDCAP PORTFOLIO

Maxim T.  Rowe  Price  MidCap  Growth  Portfolio  (Sub-Adviser:  T.  Rowe  Price
Associates, Inc.)
- ---------------------------------------------

The investment objective of this Portfolio is to:

o        Seek long-term capital appreciation.

Principal investment strategies.   This Portfolio will:

o Invest in mid-cap stocks with potential for above-average earnings growth.

o    Emphasize  companies  whose  earnings are expected to grow at a faster rate
     than the average mid-cap company.  In this regard, the Portfolio will focus
     on issuers whose market  capitalization  fall within the range of companies
     included  in the  Standard & Poor's  ("S&P")  400 MidCap  Index - generally
     between $207.3 million and $13.8 billion.

o        Invest in companies that:
o        offer proven products or services;
o have a historical  record of  above-average  earnings  growth;  o  demonstrate
potential for sustained  earnings growth;  o operate in industries  experiencing
increasing demand; or o are believed to be undervalued in the market place.

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

The principal investment risks for this Portfolio include:

Mid-Cap Company Risk
o The stocks of medium sized  companies  often involve more risk and  volatility
than those of larger companies.

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

[OBJECT OMITTED]

1998     22.23%
1999     24.60%

During the periods  shown in the chart for the Maxim T. Rowe Price MidCap Growth
Portfolio, the highest return for a quarter was 26.91% (quarter ending December,
1998) and the lowest return for a quarter was -17.21% (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 Inception
                                                One Year
Maxim T. Rowe Price
MidCap Growth Portfolio                          24.60%              23.31%
S&P 400 MidCap Index                             14.72%              20.60%

The inception date for the Maxim T. Rowe Price MidCap Growth  Portfolio was July
1, 1997.
The S&P 400 MidCap Index is comprised of 400 stocks representing the middle tier
of stock  market  capitalization  companies  compiled  by the  Standard & Poor's
Corporation of companies having a market capitalization averaging $2.3 billion.

MAXIM FOREIGN EQUITY PORTFOLIO

Maxim INVESCO ADR Portfolio  (Sub-Adviser: INVESCO Capital Management, Inc.)

The investment objective of this Portfolio is to:

o Seek high total return through capital  appreciation and current income, while
reducing risk through diversification.

Principal investment strategies.   This Portfolio will:

o    Invest  primarily  in  foreign  securities  that are  issued in the form of
     American Depository Receipts ("ADRs") or foreign stocks that are registered
     with the Securities and Exchange Commission ("SEC") and traded in the U.S.

o Select stocks in the Portfolio from approximately 2,200 large and medium-sized
capitalization foreign companies.

o Analyze potential investments through computer analysis which compares current
stock price to measures such as:
o        book value,
o        historical return on equity,
o        company's ability to reinvest capital,
o        dividends, and
o        dividend growth.

The principal investment risks for this Portfolio include:

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.

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.

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

[OBJECT OMITTED]

1995     15.48%
1996     21.17%
1997     12.08%
1998     10.64%
1999     22.67%

During the periods shown in the chart for the Maxim INVESCO ADR  Portfolio,  the
highest return for a quarter was 21.53% (quarter ending December,  1999) and the
lowest return for a quarter was -16.88% (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 INVESCO ADR Portfolio                      22.67%              16.31%           15.48%
MSCI EAFE Index                                  27.30%              13.20%           11.77%
</TABLE>

The inception date for the Maxim INVESCO ADR Portfolio was November 1, 1994.
The MSCI EAFE Index is comprised of  approximately  1600 separate  equity issues
listed on exchanges in twenty-two different countries.  The index is designed to
represent the performance of the international equity market generally.


MAXIM DOMESTIC EQUITY PORTFOLIO

Maxim Founders Growth & Income Portfolio (Sub-Adviser: Founders Asset Management
LLC) (formerly, the Founders Blue Chip Portfolio)

The investment objective of this Portfolio is to:

o        Seek long-term growth of capital and income.

Principal investment strategies.  This  Portfolio will:

o    Invest  primarily in common stocks of large,  well-established,  stable and
     mature companies, commonly known as "Blue Chip" companies.

o        Invest in "Blue Chip" stocks that:
o are included in a widely recognized index of stock market performance, such as
the Dow Jones Industrial Average or the S&P 500 Index
o        generally pay regular dividends.

o    Invest up to 30% of its total assets in foreign  securities;  however,  the
     Portfolio may invest  without  limitation in American  Depository  Receipts
     ("ADRs").

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.

Sector Risk
o    Securities of companies  within specific sectors of the economy can perform
     differently  than the  overall  market.  This may be due to changes in such
     things as the  regulatory  or  competitive  environment  or to  changes  in
     investor  perceptions  regarding  a  section.  Because  the  Portfolio  may
     allocate  relatively more assets to certain  industry  sectors than others,
     the  Portfolio's  performance may be more  susceptible to any  developments
     which affect those sections emphasized by the Portfolio.

Foreign Risk
o Foreign  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.

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

[OBJECT OMITTED]

1998     17.85%
1999     15.04%

During the  periods  shown in the chart for the Maxim  Founders  Growth & Income
Portfolio, the highest return for a quarter was 17.35% (quarter ending December,
1999) and the lowest return for a quarter was -6.08% (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:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                             Since
                                                       One Year            Inception
Maxim Founders Growth & Income Portfolio                15.04%              14.36%
S&P 500 Index                                           21.04%              24.21%
Lipper Growth & Income Index                            11.86%              37.98%
</TABLE>

The inception date for the Maxim Founders Growth & Income  Portfolio was July 1,
1997.
The S&P 500 Index  Portfolio is comprised of stocks 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 Lipper Growth & Income Index tracks the average return
of a group of equity fund portfolios  having a primary  investment  objective of
growth of capital,  with a secondary objective of a steady stream of income. The
Lipper Growth & Income Index  reflects the expenses of managing the mutual funds
included in the Index.

MAXIM INDEX PORTFOLIOS

The investment objective for each of the Index Portfolios is to:

o    Each Index Portfolio seeks  investment  results that track the total return
     of the common stocks that comprise its benchmark index.

Principal investment strategies.   Each Index Fund will:

o Invest  at least 80% of its total  assets  in common  stocks of the  following
applicable Benchmark Indexes:

         PORTFOLIO                                            BENCHMARK INDEX

Maxim Index 400 Portfolio                            S&P 400 MidCap Index

Maxim Growth Index Portfolio                         S&P/BARRA Growth Index

Maxim Value Index Portfolio                          S&P/BARRA Value Index

Maxim Index Pacific Portfolio                        FTSE World (Pacific) Index

Maxim Index European Portfolio                       FTSE World (European) Index

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

o    Attempt to  reproduce  the  returns of the  applicable  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 all of the 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 an
     Index 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 a Portfolio's  ability to track  precisely the
     performance of its Benchmark Index. For example,  unlike Benchmark Indexes,
     which  are  merely  unmanaged  groups of  securities,  each  Portfolio  has
     operating  expenses and those  expenses will reduce the  Portfolio's  total
     return. In addition,  a Portfolio may own less than all the securities of a
     Benchmark Index, which also may cause a variance between the performance of
     the Portfolio and its 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 Fund  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 Fund to lose more  money  than if the Fund 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 any of the Index Portfolios,  they could be worth
less than what you paid for them.

The  Maxim  Growth  Index  Portfolio  has  the  following  additional  principal
investment risk:

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.

The Maxim Index European and Maxim Index Pacific  Portfolios  have the following
additional principal investment risks:

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 Portfolios to
greater risk of potential loss than U.S. securities.

Portfolio Performance Data
The bar charts and tables below  provide an indication of the risk of investment
in the Index Portfolios. The bar charts show the Portfolios' performance in each
full  calendar  year  since  inception,  or,  in the  case  of the  Stock  Index
Portfolio, for the last ten full calendar years. The table shows how each of the
Index Portfolios' 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
each Index 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

Maxim Value Index Portfolio

[OBJECT OMITTED]

1994     -2.49%
1995     36.80%
1996     20.63%
1997     34.08%
1998     14.48%
1999     11.39%

During the periods shown in the chart for the Maxim Value Index  Portfolio,  the
highest return for a quarter was 16.39% (quarter ending December,  1998) and the
lowest return for a quarter was -11.89% (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 Value Index Portfolio                      11.39%                  23.05%              18.36%
S&P/BARRA Value Index                            12.72%                  22.94%              15.66%
</TABLE>

The inception date for the Maxim Value 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  Value
Index. Prior to the change in objective,  the Portfolio compared its performance
to that  of the  Russell  1000  Value  Index.  Consistent  with  its  change  in
investment objective,  the Portfolio now compares its performance to that of the
S&P/BARRA Value Index, the Portfolio's new benchmark index.

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

Maxim Growth Index Portfolio

[OBJECT OMITTED]

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.

Maxim Index 400, Maxim Index European and Maxim Index Pacific

Portfolio Performance Data
No performance  history is available for these  Portfolios as Portfolio has less
than one year of performance data.

MAXIM PROFILE II PORTFOLIOS

There are five separate Maxim Profile II Portfolios (collectively,  the "Profile
II Portfolios").  Each Profile  Portfolio  provides an asset allocation  program
designed to meet certain investment goals based on an investor's risk tolerance,
investment  horizon and personal  objectives.  Each Profile II Portfolio pursues
its  investment  objective by investing  exclusively  in other mutual funds (the
"Underlying  Portfolios"),  including  mutual funds that are not affiliated with
Maxim Series Fund.

The investment objective for each Profile II Portfolio is to:

Aggressive Profile II
o  Seek  long-term  capital   appreciation   primarily  through  investments  in
Underlying Portfolios that emphasize equity investments.

Moderately Aggressive Profile II
o    Seek  long-term  capital  appreciation  primarily  through  investments  in
     Underlying  Portfolios that emphasize equity  investments,  and to a lesser
     degree, in Underlying Portfolios that emphasize fixed income investments.

Moderate Profile II
o    Seek  long-term  capital  appreciation  primarily  through  investments  in
     Underlying  Portfolios with a relatively equal emphasis on equity and fixed
     income investments.

Moderately Conservative Profile II
o    Seek capital  appreciation  primarily  through  investments  in  Underlying
     Portfolios that emphasize fixed income investments, and to a lesser degree,
     in Underlying Portfolios that emphasize equity investments.

Conservative Profile II
o  Seek  capital  preservation   primarily  through  investments  in  Underlying
Portfolios that emphasize fixed income investments.

The principal investment strategies for each Profile II Portfolio are to:

o    Invest in Underlying  Portfolios  according to an asset allocation  program
     designed to meet an investor's risk tolerance, investment time horizons and
     personal objectives.

Following  is an  illustration  of each  Profile II  Portfolio  according to its
emphasis on income, growth of capital and risk of principal:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Profile II Portfolio                Income                    Growth of Capital Risk of Principal
- --------------------                --------                  ----------------- -----------------
Aggressive Profile                  Low                       High                      High
Moderately Aggressive Profile       Low                       High to Medium            High
Moderate Profile                    Medium                    Medium to High            Medium
Moderately Conservative Profile     Medium to High            Low to Medium             Medium
Conservative Profile                High                      Low                       Low
</TABLE>

o    Maintain  different  allocations  of  equity  and fixed  income  Underlying
     Portfolios with varying degrees of potential investment risk and reward.

o    Select asset  allocations  and Underlying  Portfolios to provide  investors
     with five diversified,  distinct options that meet a wide array of investor
     needs.

o    Automatically  rebalance each Profile II Portfolio's holdings of Underlying
     Portfolios  quarterly to maintain the appropriate  asset allocation as well
     as the appropriate selection of Underlying  Portfolios.  Rebalancing occurs
     on the 20th of February, May, August and November (unless that day is not a
     business  day in  which  case  rebalancing  will be  effected  on the  next
     business day after the 20th).  Rebalancing  involves  selling shares of one
     Underlying Portfolio and purchasing shares of another Underlying Portfolio.

The following  chart describes the asset  allocation  ranges for each Profile II
Portfolio:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
======= ======================== ================= ================ ============= =============== ===============
        Asset Class              Conservative      Moderately       Moderate      Moderately      Aggressive
                                                   Conservative                   Aggressive
        ------------------------ ----------------- ---------------- ------------- --------------- ---------------
  E     International            0-10%             5-25%            5-25%         10-30%          15-35%

  Q
        ------------------------ ----------------- ---------------- ------------- --------------- ---------------
  U     Small-Cap                0-10%             0-10%            0-20%         0-20%           10-30%

  I
        ------------------------ ----------------- ---------------- ------------- --------------- ---------------
  T     MidCap                   0-10%             0-20%            5-25%         10-30%          20-40%
        ------------------------ ----------------- ---------------- ------------- --------------- ---------------
  Y     Large-Cap                15-35%            15-35%           20-40%        25-45%          15-35%
- -------
        ------------------------ ----------------- ---------------- ------------- --------------- ---------------
  D     Bond                     30-50%            20-40%           5-25%         5-25%           0-10%

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

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

GW Capital  Management,  the investment adviser,  uses a proprietary  investment
process  for  selecting  the  Underlying  Portfolios  in which  the  Profile  II
Portfolios  invest.  In  accordance  with its  investment  process,  GW  Capital
Management  may add new  Underlying  Portfolios or replace  existing  Underlying
Portfolios.  Changes in Underlying Portfolios, if deemed necessary by GW Capital
Management,  will only be made on a rebalancing  date.  Before each  rebalancing
date,  GW Capital  Management  reviews  the  current  Underlying  Portfolios  to
determine if they continue to be  appropriate  in light of the objectives of the
Profile II  Portfolios  and  researches  and  analyzes a myriad of mutual  funds
within  each  asset  category  to  determine  whether  they  would  be  suitable
investments  for the  Profile  II  Portfolios.  GW Capital  Management  examines
various  factors  relating  to  existing  and  potential  Underlying  Portfolios
including  performance records over various time periods,  Morningstar  ratings,
fees and expenses, asset size and managerial style.

Each  Profile II  Portfolio  may  invest 0% to 100% of its assets in  Underlying
Portfolios that are advised by GW Capital Management.

In  order  to  give  you a  better  understanding  of the  types  of  Underlying
Portfolios that fall within a particular  asset category,  the table below lists
some Underlying  Portfolios,  divided by asset category, in which the Profile II
Portfolios  may  invest.  While the  Profile II  Portfolios  may invest in these
Underlying  Portfolios,  the table is not intended to be a comprehensive listing
of all Underlying Portfolios available for investment and is included only as an
example. The Underlying Portfolios listed in the table are advised by GW Capital
Management.  The Profile II Portfolios may also invest in Underlying  Portfolios
that are not advised by GW Capital Management.

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Short-Term Bond                                        Bond
oMaxim Short-Term Maturity Bond Portfolio              oMaxim Bond Index Portfolio
                                                       oMaxim Loomis Sayles Corporate Bond Portfolio
                                                       oMaxim U.S. Government Mortgage Securities Portfolio
                                                       oMaxim Global Bond Portfolio

International Equity                                   Mid-Cap Equity
oMaxim Templeton International Equity Portfolio        oMaxim Ariel MidCap Value Portfolio
oMaxim INVESCO ADR Portfolio                           oMaxim Index 400 Portfolio
oMaxim Index European Portfolio                        oMaxim T. Rowe Price MidCap Growth Portfolio
oMaxim Index Pacific Portfolio

Large-Cap Equity                                       Small-Cap Equity
oMaxim Founders Growth & Income Portfolio              oMaxim Ariel Small Cap Value Portfolio
(formerly  the Maxim  Founders Blue Chip  Portfolio)   oMaxim Index 600 Portfolio
oMaxim Value Index  Portfolio                          oMaxim Loomis Sayles  Small-Cap  Value  Portfolio
oMaxim Stock Index Portfolio                           oMaxim INVESCO  Small-Cap  Growth Portfolio
oMaxim Growth Index Portfolio                          oMaxim T. Rowe Price Equity/Income Portfolio
</TABLE>

The principal investment risks for the Profile II Portfolios include:

Risks Associated with Underlying Portfolios
o    Since  each  Profile  II  Portfolio  invests  directly  in  the  Underlying
     Portfolios,  all risks associated with the eligible  Underlying  Portfolios
     apply to the Profile II Portfolios which invest in them.

o    Changes in the net asset values of each Underlying Portfolio affect the net
     asset values of the Profile II  Portfolios  invested in them.  As a result,
     over the  long-term  the  Profile  II  Portfolios'  ability  to meet  their
     investment   objective  will  depend  on  the  ability  of  the  Underlying
     Portfolios to meet their own investment objectives.

o    For  the  Aggressive,   Moderately   Aggressive  and  Moderate  Profile  II
     Portfolios,  the primary risks are the same as those associated with equity
     securities.  Secondary  risks  are the same as those  associated  with debt
     securities.

o    For the Moderately Conservative and Conservative Profile II Portfolios, the
     primary  risks  are the  same as those  associated  with  debt  securities.
     Secondary risks are the same as those associated with equity 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.

In  addition,  investors  should  be aware  that in  addition  to fees  directly
associated with a Profile II Portfolio,  they will also indirectly bear the fees
of the Underlying Portfolios.

Portfolio Performance Data for the Profile II Portfolios
No  performance  data is  available  for the  Profile  II  Portfolios  as  these
Portfolios have less than one year of performance.



<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

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

- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
                                   Maxim         Maxim          Maxim        Maxim Loomis       Maxim        Maxim T. Rowe
                                   Money       Short-Term    U.S. Gov't.        Sayles         Founders       Price MidCap
                                  Market        Maturity       Mortgage     Corporate Bond     Growth &          Growth
                                                  Bond        Securities                        Income
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
Management Fees                    0.46%         0.60%          0.60%           0.90%           1.00%            1.00%
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
Distribution (12b-1) Fees          NONE           NONE           NONE            NONE            NONE             NONE
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
Other Expenses                     0.00%         0.00%          0.00%           0.00%           0.11%            0.05%
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------
Total Annual Portfolio
Operating Expenses                 0.46%         0.60%          0.60%           0.90%           1.11%            1.05%
- ------------------------------ -------------- ------------- --------------- --------------- --------------- -----------------

- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
                                    Maxim            Maxim         Maxim Index       Maxim       Maxim Value    Maxim Index
                                    Bond             Global            400       Growth Index       Index         Pacific
                                   Index++             Bond
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
Management Fees                     0.50%            1.30%            0.60%          0.60%          0.60%          1.00%
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
Distribution (12b-1) Fees           NONE              NONE            NONE           NONE            NONE           NONE
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
Other Expenses                      0.00%            0.00%            0.00%          0.00%          0.00%          0.20%
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------
Total Annual Portfolio
Operating Expenses                  0.50%            1.30%            0.60%          0.60%          0.60%          1.20%
- ------------------------------ ---------------- ----------------- -------------- -------------- --------------- -------------

- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
                                  Maxim Ariel        Maxim INVESCO       Maxim Loomis         Maxim       Maxim INVESCO ADR
                                Small-Cap Value    Small-Cap Growth         Sayles            Index
                                                                       Small-Cap Value      European
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
Management Fees                      1.00%               0.95%              1.00%             1.00%             1.00%
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
Distribution (12b-1) Fees            NONE                NONE                NONE             NONE               NONE
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
Other Expenses                       0.23%               0.12%              0.14%             0.20%             0.14%
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------
Total Annual Portfolio
Operating Expenses                   1.23%               1.07%              1.14%             1.20%             1.14%
- ------------------------------ ------------------ -------------------- ----------------- ---------------- -------------------


- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
                                    Maxim        Maxim Moderately         Maxim            Maxim         Maxim Conservative
                                 Aggressive     Aggressive Profile      Moderate         Moderately          Profile II
                                 Profile II             II             Profile II       Conservative
                                                                                         Profile II
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
Management Fees                     0.10%              0.10%              0.10%            0.10%               0.10%
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
Distribution (12b-1) Fees           NONE               NONE               NONE              NONE                NONE
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
Other Expenses                      0.00%              0.00%              0.00%            0.00%               0.00%
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
Total Annual Portfolio
Operating Expenses                 0.10%**            0.10%**            0.10%**          0.10%**             0.10%**
- ------------------------------ ---------------- -------------------- ---------------- ----------------- ---------------------
</TABLE>

++ The  Management  Fee for the Bond Index  Portfolio  was changed from 0.60% to
0.50% pursuant to a shareholder vote effective July 26, 1999.

** Each Profile II  Portfolio  will invest in shares of  Underlying  Portfolios.
Therefore,  each Profile II Portfolio will, in addition to its own expenses such
as management fees, bear its pro rata share of the fees and expenses incurred by
the Underlying Portfolios and the investment return of each Profile II Portfolio
will be reduced by the Underlying  Portfolio's  expenses. As of the date of this
prospectus,  the range of expenses  expected to be incurred in  connection  with
each Profile II  Portfolio's  investments  in  Underlying  Portfolios  is: Maxim
Aggressive Profile II - 0.60% to 1.38%; Maxim Moderately Aggressive Profile II -
0.60% to 1.38%;  Maxim Moderate  Profile II - 0.60% to 1.38%;  Maxim  Moderately
Conservative  Profile II - 0.60% to 1.23%; Maxim Conservative Profile II - 0.60%
to 1.23%.  This  information  is provided as a range since the average assets of
each Profile Portfolio invested in Underlying Portfolios will fluctuate.


                                    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>
                    Portfolio                   1 Year          3 Years         5 Years          10 Years
Maxim Money Market                                 $47            $149             $261            $593
Maxim Bond Index*                                  $51            $162             $283            $645
Maxim U.S. Government Mortgage Securities          $62            $194             $340            $774
Maxim Short-Term Maturity Bond                     $62            $194             $340            $774
Maxim Loomis Sayles Corporate Bond                 $92            $291             $510            $1,160
Maxim Global Bond                                  $133           $420             $736            $1.676
Maxim INVESCO ADR                                  $117           $368             $646            $1,470
Maxim Index European                               $123           $388             $680            $1,547
Maxim Index Pacific                                $123           $388             $680            $1,547
Maxim Founders Growth & Income**                   $114           $359             $629            $1,431
Maxim Growth Index                                 $62            $194             $340            $774
Maxim Value Index                                  $62            $194             $340            $774
Maxim T. Rowe Price MidCap Growth                  $108           $339             $595            $1,354
Maxim Index 400                                    $62            $194             $340            $774
Maxim Ariel Small-Cap Value                        $126           $397             $697            $1,586
Maxim INVESCO Small-Cap Growth                     $110           $346             $606            $1,379
Maxim Loomis Sayles Small-Cap Value                $117           $368             $646            $1,470
Maxim Aggressive Profile II                        $10            $32              $57             $129
Maxim Moderately Aggressive Profile II             $10            $32              $57             $129
Maxim Moderate Profile II                          $10            $32              $57             $129
Maxim Moderately Conservative Profile II           $10            $32              $57             $129
Maxim Conservative Profile II                      $10            $32              $57             $129
</TABLE>

* Formerly, the Investment Grade Corporate Bond Portfolio.
** Formerly, the Founders Blue Chip Portfolio.




<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.   Eleven
Portfolios  are  considered  to  be  "Equity  Portfolios"  because  they  invest
primarily in equity securities (mostly common stocks). Six Portfolios (including
the Money Market Portfolio) are considered to be "Debt Portfolios"  because they
invest primarily in debt securities (mostly bonds).  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:

         o Maxim Ariel Small-Cap Value Portfolio o Maxim INVESCO Small-Cap Value
         Portfolio o Maxim Loomis Sayles  Small-Cap  Value  Portfolio o Maxim T.
         Rowe Price  MidCap  Growth  Portfolio o Maxim  INVESCO ADR  Portfolio o
         Maxim Founders Growth & Income  Portfolio o Maxim Value Index Portfolio
         o Maxim  Growth  Index  Portfolio o Maxim  Index 400  Portfolio o Maxim
         Index European  Portfolio o Maxim Index Pacific  Portfolio o Aggressive
         Profile II  Portfolio  o Moderate  Profile II  Portfolio  o  Moderately
         Aggressive Profile II Portfolio

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,  though only the Maxim  INVESCO  ADR,  Maxim Index
Pacific and Maxim Index European  Portfolios 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.

The Aggressive Profile II, Moderately Aggressive Profile II and Moderate Profile
II Portfolios are considered "Equity  Portfolios"  because they invest primarily
in Underlying  Portfolios  that emphasize  equity  investments.  However,  these
Profile  II  Portfolios  invest in  Underlying  Portfolios  that  invest in debt
securities and,  therefore,  to that extent are subject to the risks and rewards
associated with debt securities.  As well, to the extent an Underlying Portfolio
invests in derivatives, a Profile II Portfolio investing in that portfolio would
also  be  exposed  to  the  risks  and  rewards   associated   with   derivative
transactions.

Small and Medium Size Companies
Companies that are small or unseasoned (less then 3 years of operating  history)
are more  likely not to survive or  accomplish  their goals with the result that
the value of their stock could decline  significantly.  These companies are less
likely to survive since they are often dependent upon a small number of products
and may have limited financial resources.

Small or unseasoned  companies often have a greater degree of change in earnings
and business prospects than larger companies resulting in more volatility in the
price of  their  securities.  As well,  the  securities  of small or  unseasoned
companies may not have wide marketability.  This fact could cause a Portfolio to
lose  money if it needs to sell the  securities  when  there are few  interested
buyers.  Small or unseasoned  companies  also  normally  have fewer  outstanding
shares than larger  companies.  As a result,  it may be more difficult to buy or
sell large amounts of these shares  without  unfavorably  impacting the price of
the security.  Finally,  there may be less public  information  available  about
small or unseasoned companies. As a result, a Sub-Adviser when making a decision
to  purchase  a  security  for a  Portfolio  may not be aware  of some  problems
associated with the company issuing the security.

Index Portfolios
Certain of the Equity Portfolios are Index  Portfolios.  This means they are not
actively  managed,  but are  designed  to track  the  performance  of  specified
benchmarks. The benchmark indexes are described below:

The S&P 400 MidCap  Index**  (the "S&P 400") is a widely  recognized,  unmanaged
market capitalization weighted index of 400 stocks representing the mid-range in
terms of tradable market value of the U.S. equity market.

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.

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

**Standard & Poor's(R)",  "S&P(R)", "S&P 500/BARRA Growth Index," "S&P 500/BARRA
Value  Index,"  and "S&P 400 MidCap  Index" are  trademarks  of The  McGraw-Hill
Companies,  Inc.  and have been  licensed  for use by the Fund.  The 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 the Fund.

The FTSE World  (Pacific)  Index (the "FTSE  Pacific  Index") and the FTSE World
(European)  Index  (the  "FTSE  European  Index")  are  unmanaged,  market-value
weighted  indices  of equity  securities  traded on the stock  exchanges  of the
countries  represented in the respective indices. They are designed to represent
the  performance  of stocks in the  large-cap  sector  of the  markets  from the
countries included in the European and Pacific Rim regions of the world. FTSE is
a trade mark of London Stock  Exchange  Limited  ("Exchange")  and The Financial
Times Limited ("Financial Times") and is used by FTSE under license.  All rights
in the index values and constituent lists vests in FTSE  International  Limited.
We have  obtained  full  licenses  from FTSE  International  Limited to use such
rights in the  creation of the Maxim  Index  European  and Maxim  Index  Pacific
Portfolios. Neither FTSE nor the Exchange nor Financial Times makes any warranty
or representation whatsoever expressly or implied either as to the results to be
obtained  from the use of the FTSE  Pacific  Index  or the FTSE  European  Index
and/or the figure at which these  Indexes  stand at any  particular  time on any
particular  day or otherwise.  The Indexes are compiled and  calculated by FTSE;
however,  neither  FTSE nor the  Exchange  nor  Financial  Times shall be liable
(whether in  negligence or otherwise) to any person for any error in the Indexes
and neither FTSE nor the Exchange nor Financial  Times shall be liable under any
obligation to advise any person of the error therein.

The S&P 400,  Growth  Index and Value Index are  sponsored by Standard & Poor's,
which is  responsible  for  determining  which  stocks  are  represented  on the
indices.

The FT/S&P  Pacific  Index and the FT/S&P  European  Index are  sponsored by the
Financial Times-Stock Exchange International;  Standard & Poor's; Goldman, Sachs
and Company; Nat West Securities,  Ltd. Each of these entities has voting rights
on a committee that is responsible for determining the composition of the stocks
comprising the indices.

None of the  Portfolios is endorsed,  sold or promoted by any of the sponsors of
the  Benchmark  Indices  (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  their
respective  Benchmark  Indices or the data  therein.  Inclusion  of a stock in a
Benchmark Index does not imply that it is a good investment.

Total returns for the S&P 400,  Growth Index,  Value Index,  FT/S&P  Pacific and
FT/S&P European Indices 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.

Debt Portfolios

Each of the Debt  Portfolios  will normally invest at least 65% of its assets in
debt securities.  Therefore,  as an investor in Debt  Portfolios,  the return on
your  investment  will be based  primarily  on the  risks  and  rewards  of 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. The Debt Portfolios include:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
         o  Maxim Loomis Sayles Corporate Bond Portfolio      o  Maxim Short-Term Maturity Bond Portfolio
         o  Maxim Global Bond Portfolio                       o  Maxim U.S. Gov't. Mortgage Securities Portfolio
         o  Maxim Bond Index Portfolio                        o  Moderately Conservative Profile II Portfolio
         o  Conservative Profile II Portfolio                 o  Maxim Money Market Portfolio
</TABLE>

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  below 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
following Portfolios may invest in below investment grade debt securities: Maxim
Loomis Sayles Corporate Bond, Maxim INVESCO Small-Cap Growth, Maxim Global Bond,
Maxim  Short-Term  Maturity Bond,  and,  through their  investment in Underlying
Portfolios,  the Moderately  Conservative Profile II and Conservative Profile II
Portfolios.

The Debt Portfolios may invest in debt  securities of U.S. and foreign  issuers.
Investments in foreign securities present special risks and other considerations
- - these are discussed below under "Foreign Securities" on page .

While the Debt Portfolios intend to principally invest in debt securities,  they
may make other types of  investments.  For example,  some of the Debt Portfolios
may invest a portion of their assets in equity securities. Equity securities are
discussed above under "Equity  Portfolios." Each of the Debt Portfolios  (except
the Maxim Money Market Portfolio and the Moderately  Conservative Profile II and
Conservative  Profile II Portfolios) 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 .

The Moderately  Conservative  Profile II and Conservative  Profile II Portfolios
are considered  "Debt  Portfolios"  because they invest  primarily in Underlying
Portfolios that emphasize debt investments. However, these Profile II Portfolios
may invest in  Underlying  Portfolios  that  invest in equity  securities,  and,
therefore,  to that extent are subject to the risks and rewards  associated with
equity  securities.  As well, to the extent an Underlying  Portfolio  invests in
derivatives, a Profile II Portfolio investing in that Underlying Portfolio would
also  be  exposed  to  the  risks  and  rewards   associated   with   derivative
transactions.

Debt Index Portfolio
The Bond Index Portfolio is not actively  managed,  but is designed to track the
performance of a specified benchmark. The Benchmark Index is described below:

Lehman Aggregate Bond Index
The Lehman Aggregate Bond Index covers the U.S. investment grade fixed rate bond
market,   including  government  and  corporate   securities,   agency  mortgage
pass-through securities, commercial mortgage-backed securities, and asset-backed
securities  having a final  maturity of greater than one year that are traded on
U.S. financial markets.

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.

                           OTHER INVESTMENT PRACTICES

Foreign Securities

The Maxim Index  Pacific,  Maxim  Index  European,  Maxim  Global Bond and Maxim
INVESCO  ADR  Portfolios  pursue  investment  in  foreign  securities  as  their
principal  investment strategy.  Therefore,  as an investor in these Portfolios,
the return on your  investment  will be based  substantially  on the rewards and
risks relating to foreign investment. However, many of the other 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.

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.

As noted, the Maxim Index Pacific,  Maxim Index European,  Maxim Global Bond and
Maxim INVESCO ADR Portfolios have substantial  exposure to foreign markets since
these Portfolios  invest  primarily in securities of foreign issuers.  The other
Portfolios which may invest in foreign  securities have some exposure to foreign
markets.  This exposure will be minimized to the extent these Portfolios  invest
primarily in securities of U.S. issuers.

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 and Profile II Portfolios, 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 U.S. Government Mortgage Securities                                      0.60%
Maxim Loomis Sayles Corporate Bond                                             0.90%
Maxim Short-Term Maturity Bond                                                 0.60%
Maxim Global Bond                                                              1.30%
Maxim INVESCO ADR                                                              1.00%
Maxim Founders Growth & Income*                                                1.00%
Maxim T. Rowe Price MidCap Growth                                              1.00%
Maxim Ariel Small-Cap Value                                                    1.00%
Maxim Loomis Sayles Small-Cap Value                                            1.00%
Maxim INVESCO Small-Cap Growth                                                 0.95%
Maxim Index 400                                                                0.60%
Maxim Value Index                                                              0.60%
Maxim Growth Index                                                             0.60%
Maxim Bond Index**                                                             0.50%
Maxim Index European                                                           1.00%
Maxim Index Pacific                                                            1.00%
Aggressive Profile II                                                          0.10%
Moderately Aggressive Profile II                                               0.10%
Moderate Profile II                                                            0.10%
Moderately Conservative II                                                     0.10%
Conservative Profile II                                                        0.10%
</TABLE>

* Formerly, the Maxim Founders Blue Chip Portfolio.
** Formerly, the Maxim Investment Grade Corporate Bond Portfolio.

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,  Maxim
Bond Index,  Maxim  Short-Term  Maturity Bond,  Maxim U.S.  Government  Mortgage
Securities,  Maxim Index 400, Maxim Index European,  Maxim Index Pacific,  Maxim
Value  Index,  Maxim  Growth  Index and the  Profile II  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>
Loomis Sayles & Company, L.P.                           Founders Asset Management LLC
Maxim Looms Sayles Corporate Bond Portfolio             Maxim Founders Growth & Income Portfolio
Maxim Loomis Sayles Small-Cap Value Portfolio

Ariel Capital Management, Inc.                          T. Rowe Price Associates, Inc.
- ------------------------------                          ------------------------------
Maxim Ariel Small-Cap Value Portfolio                   Maxim T. Rowe Price MidCap Growth Portfolio

INVESCO Funds Group, Inc.                               INVESCO Capital Management, Inc.
Maxim INVESCO Small-Cap Growth Portfolio                Maxim INVESCO ADR Portfolio

Pareto Partners
Maxim Global Bond 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  MidCap  Growth  Portfolio  is managed by an  Investment
Advisory  Committee chaired by Brian W.H.  Berghuis.  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 Mid-Cap Growth Fund.  Mr.  Berghuis has been Chairman of the T. Rowe Price
Mid-Cap Growth Fund since 1992. He has been managing  investments since 1988 and
joined T. Rowe Price in 1985.

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  Small-Cap  Growth  Portfolio is
provided by a team of  individuals,  led by Timothy J. Miller (since 1997).  Mr.
Miller also serves as the  co-portfolio  manager of the  INVESCO  Small  Company
Growth Fund (since  1997);  co-portfolio  manager of the INVESCO  Dynamics  Fund
(since  1993);  portfolio  manager of the INVESCO  Endeavor  Fund (since  1998);
senior  vice  president  (1995  to  present),  vice  president  (1993-1995)  and
portfolio  manager (1992 to present) of INVESCO.  Formerly  (1979 to 1992),  Mr.
Miller was analyst and portfolio manager with Mississippi Valley Advisors. Trent
E. May is a co-portfolio manager of the Maxim INVESCO Small-Cap Growth Portfolio
and INVESCO Small Company Growth Fund (since 1997);  co-portfolio manager of the
INVESCO Blue Chip Fund (since 1996);  co-portfolio manager of the INVESCO Growth
&  Income  Fund  (since  1998).   Formerly,  Mr.  May  was  senior  equity  fund
manager/equity analyst at Munder Capital Management in Detroit. Stacie Cowell is
a the lead portfolio manager of the Maxim INVESCO Small-Cap Growth Portfolio and
INVESCO Small Company Growth Fund (since 1997);  portfolio  manager (since 1996)
of INVESCO.  Formerly,  Ms. Cowell was senior equity analyst with Founders Asset
Management;  and was capital  markets and trading  analyst with Chase  Manhattan
Bank in New York.

INVESCO Capital Management, Inc. ("ICM"), is a Delaware corporation and a wholly
owned subsidiary of INVESCO. ICM is registered as an Investment Adviser with the
Securities  and Exchange  Commission.  Its  principal  business  address is 1315
Peachtree Street, N.E., Atlanta, Georgia 30309.

The  day-to-day  manager  of the  Maxim  INVESCO  ADR  Portfolio  is W.  Lindsay
Davidson, who also serves as portfolio manager for the INVESCO ADR International
Equity Management Fund. Mr. Davidson has been with INVESCO PLC since 1984 and in
1989 he assumed  responsibility  for global and  international  portfolios.  Mr.
Davidson  began his  investment  career in 1974 and  previously  worked for both
insurance  and  reinsurance  companies  in England.  He holds an M.A.  (Honours)
degree in Economics from Edinburgh University.

Ariel Capital Management,  Inc. (Ariel) is a privately held minority-owned money
manager registered with the Securities and Exchange  Commission as an investment
adviser.  It is an Illinois  corporation with its principal  business address at
307 North Michigan Avenue, Chicago, Illinois 60601.

The day-to-day  manager for the Maxim Ariel Small-Cap Value Portfolio is John W.
Rogers, Jr. - - B.A. in Economics,  Princeton  University.  Mr. Rogers' business
experience  during the past five  years is as Chief  Investment  Officer,  Ariel
Capital  Management and Portfolio  Manager,  Ariel Fund  (formerly  known as the
Ariel Growth Fund).

Loomis,  Sayles  &  Company,  L.P.  ("Loomis  Sayles")  is  a  Delaware  limited
partnership,  registered  as an  investment  adviser  with  the  Securities  and
Exchange  Commission.  Its principal  business address is One Financial  Center,
Boston, Massachusetts 02111.

The  day-to-day  manager of the Maxim Loomis Sayles  Corporate Bond Portfolio is
Daniel J. Fuss, Executive Vice President of Loomis Sayles who also serves as the
fund  manager  of the  Loomis  Sayles  Bond  Fund.  Mr.  Fuss has  served as the
portfolio manager of the Loomis Sayles Bond Fund since its inception in 1991.

Joseph R. Gatz is the lead manager of the Maxim Loomis  Sayles  Small-Cap  Value
Portfolio. Dawn Alston Paige and Daniel J. Thelen are the co-portfolio managers.
Mr.  Gatz  joined  Loomis  Sayles in  November,  1999  from Banc One  Investment
Advisors  Corporation  where he  managed  over $2  billion  in  mutual  fund and
institutional accounts. He was employed by Banc One and certain of its corporate
predecessors  since 1993. Mr. Gatz has fifteen years experience  specializing in
small cap value  investing.  Ms. Paige has been  associated  with Loomis Sayles'
small cap value  product as an analyst and  co-portfolio  manager for over seven
years. Mr. Thelen joined Loomis Sayles in 1196 and has served as analyst for the
small cap team for four years.  Prior to that,  Mr. Thelen spent six years as an
analyst and manager of the Valuation  Services  Group at  PricewaterhouseCoopers
LLP  where he was  responsible  for  valuing  hundreds  of small  and  mid-sized
companies across many industries.  They will be supported in their management of
the Portfolio by Dean Gulis who has extensive small cap experience and ten years
of experience as Director of Research at Roney & Company.

Founders  Asset  Management LLC  ("Founders")  is a Delaware  limited  liability
company,  registered as an investment  adviser with the  Securities and Exchange
Commission.  Its principal  business address is 2930 East Third Avenue,  Denver,
Colorado 80206.

Thomas M. Arrington, Chartered Financial Analyst and Vice President of Founders,
since February 1999, is the lead portfolio manager for the Maxim Founders Growth
& Income  Portfolio and the Dreyfus  Founders  Growth and Income Fund.  Prior to
joining  Founders in December  1998,  Mr.  Arrington  was a vice  president  and
director of income  equity  strategy at HighMark  Capital  Management,  Inc.,  a
subsidiary of Union BanCal Corporation where he was employed from 1987 to 1998.

Pareto Partners ("Pareto") an English Partnership,  serves as the sub-adviser to
the Maxim  Global Bond  Portfolio.  Mellon  Bank,  N.A.  owns 30% of Pareto,  XL
Capital Ltd.  owns 30% of Pareto and the  employees of Pareto own the  remaining
40% of Pareto.  Mellon Bank,  N.A. is a  wholly-owned  subsidiary of Mellon Bank
Corporation,  a  publicly-owned  multibank  holding  company  which  provides  a
comprehensive  range of financial products and services in domestic and selected
international markets.

The Portfolio,  which is patterned after the Dreyfus Global Bond Fund managed by
Christine V. Downton,  is also managed by Ms. Downton.  She is a partner and the
Chief  Investment  Officer of Pareto and has been employed by Pareto since April
1991.  Mellon Bank, N.A. owns 100% of The Dreyfus  Corporation and, thus, Pareto
is affiliated with Dreyfus through Mellon Bank.

                   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:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

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.
</TABLE>

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 Bond Index, Maxim U.S.  Government  Mortgage Securities and Maxim
     Short-Term Maturity Bond Portfolios  ordinarily  distribute  dividends from
     net investment income quarterly.
o    The Maxim  Founders  Growth & Income,  Maxim T. Rowe Price  MidCap  Growth,
     Maxim Ariel Small-Cap Value,  Maxim Loomis Sayles  Small-Cap  Value,  Maxim
     INVESCO  Small-Cap  Growth,  Maxim Value Index,  Maxim Growth Index,  Maxim
     Index 400,  Maxim Global Bond,  Maxim Loomis Sayles  Corporate Bond and all
     Profile Portfolios ordinarily distribute dividends semi-annually.
o The Maxim INVESCO ADR, Maxim Index European and Maxim Index Pacific Portfolios
ordinarily  distribute  dividends  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.



<PAGE>



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%




<PAGE>



MAXIM SERIES FUND, INC.

MAXIM BOND 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        $        1.3010  $         1.2856  $        1.2774  $        1.3161  $         1.2019

Income from Investment Operations

Net investment income                                0.0695            0.0737           0.0769           0.0777            0.0794
Net realized and unrealized gain (loss)            (0.0736)            0.0154           0.0081         (0.0387)            0.1164

Total Income (Loss) From
Investment Operations                              (0.0041)            0.0891           0.0850           0.0390            0.1958

Less Distributions

From net investment income                         (0.0693)          (0.0737)         (0.0768)         (0.0777)          (0.0816)

Total Distributions                                (0.0693)          (0.0737)         (0.0768)         (0.0777)          (0.0816)

Net Asset Value, End of Period              $        1.2276  $         1.3010  $        1.2856  $        1.2774  $         1.3161


Total Return                                        (0.31%)             7.08%            6.85%            3.14%            16.71%

Net Assets, End of Period                   $   133,484,683  $    130,436,898  $   114,875,960  $   100,722,152  $     95,210,404

Ratio of Expenses to Average Net Assets               0.56%             0.60%            0.60%            0.60%             0.60%

Ratio of Net Investment Income to
Average Net Assets                                    5.56%             5.69%            6.02%            6.08%             6.30%

Portfolio Turnover Rate                             127.95%            59.84%          140.35%          118.50%           159.21%



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM U.S. GOVERNMENT MORTGAGE SECURITIES 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        $         1.1863  $         1.1743 $         1.1519  $        1.1786  $         1.0917

Income from Investment Operations

Net investment income                                 0.0676            0.0700           0.0745           0.0751            0.0781
Net realized and unrealized gain (loss)             (0.0619)            0.0118           0.0224         (0.0267)            0.0869

Total Income From Investment Operations               0.0057            0.0818           0.0969           0.0484            0.1650

Less Distributions

From net investment income                          (0.0670)          (0.0698)         (0.0745)         (0.0751)          (0.0781)

Total Distributions                                 (0.0670)          (0.0698)         (0.0745)         (0.0751)          (0.0781)

Net Asset Value, End of Period              $         1.1250  $         1.1863 $         1.1743  $        1.1519  $         1.1786


Total Return                                           0.51%             7.12%            8.64%            4.29%            15.55%

Net Assets, End of Period                   $    183,177,607  $    192,302,277 $    162,184,386  $   138,465,908  $    129,549,680

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                                     5.86%             5.98%            6.44%            6.51%             6.84%

Portfolio Turnover Rate                               46.74%           108.19%           34.01%           94.63%           188.04%



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM VALUE 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       $        1.8953  $         1.8136  $         1.4538  $         1.2623  $        0.9614

Income from Investment Operations

Net investment income                               0.0243            0.0279            0.0278            0.0298           0.0305
Net realized and unrealized gain                    0.1779            0.2301            0.4631            0.2287           0.3198

Total Income From Investment Operations             0.2022            0.2580            0.4909            0.2585           0.3503

Less Distributions

From net investment income                        (0.0243)          (0.0278)          (0.0278)          (0.0298)         (0.0359)
From net realized gains                           (0.2690)          (0.1485)          (0.1033)          (0.0372)         (0.0135)

Total Distributions                               (0.2933)          (0.1763)          (0.1311)          (0.0670)         (0.0494)

Net Asset Value, End of Period             $        1.8042  $         1.8953  $         1.8136  $         1.4538  $        1.2623


Total Return                                        11.39%            14.48%            34.08%            20.63%           36.80%

Net Assets, End of Period                  $   391,562,376  $    326,339,498  $    237,421,804  $    122,283,026  $    65,183,898

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                                   1.31%             1.54%             1.83%             2.38%            2.87%

Portfolio Turnover Rate                             70.11%            39.67%            26.03%            16.31%           18.11%



<PAGE>



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%



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM ARIEL SMALL-CAP VALUE 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          $        0.9538  $        0.9154  $        1.2480   $        1.0669  $        0.9974

Income from Investment Operations

Net investment income                                  0.0019           0.0022           0.0067            0.0095           0.0286
Net realized and unrealized gain (loss)              (0.0631)           0.0721           0.3223            0.1811           0.1234

Total Income (Loss) From
Investment Operations                                (0.0612)           0.0743           0.3290            0.1906           0.1520

Less Distributions

From net investment income                           (0.0019)         (0.0022)         (0.0067)          (0.0095)         (0.0636)
From net realized gains                              (0.1067)         (0.0337)         (0.6549)                           (0.0189)

Total Distributions                                  (0.1086)         (0.0359)         (0.6616)          (0.0095)         (0.0825)

Net Asset Value, End of Period                $        0.7840  $        0.9538  $        0.9154   $        1.2480  $        1.0669


Total Return                                          (5.80%)            8.28%           27.86%            17.94%           15.51%

Net Assets, End of Period                     $    35,290,690  $    38,747,052  $    22,526,242   $    36,599,651  $    20,769,579

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                  1.28%            1.27%            1.33%             1.42%            1.52%
- - After Reimbursement #                                 1.23%            1.26%            1.28%             1.31%            1.35%

Ratio of Net Investment Income to
Average Net Assets:
- - Before Reimbursement                                  0.16%            0.26%            0.59%             0.79%            2.34%
- - After Reimbursement #                                 0.21%            0.27%            0.64%             0.90%            2.51%

Portfolio Turnover Rate                                46.17%           26.29%           82.83%            30.61%           17.78%



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



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM LOOMIS SAYLES SMALL-CAP VALUE 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          $         1.4482  $        1.5316  $         1.4028 $        1.1605  $        0.9755

Income from Investment Operations

Net investment income                                   0.0079           0.0139            0.0103          0.0091           0.0075
Net realized and unrealized gain (loss)               (0.0219)         (0.0492)            0.3273          0.3376           0.2840

Total Income (Loss) From
Investment Operations                                 (0.0140)         (0.0353)            0.3376          0.3467           0.2915

Less Distributions

From net investment income                            (0.0084)         (0.0138)          (0.0100)        (0.0091)         (0.0945)
From net realized gains                               (0.0909)         (0.0343)          (0.1988)        (0.0953)         (0.0120)

Total Distributions                                   (0.0993)         (0.0481)          (0.2088)        (0.1044)         (0.1065)

Net Asset Value, End of Period                $         1.3349  $        1.4482  $         1.5316 $        1.4028  $        1.1605


Total Return                                           (0.43%)          (2.28%)            24.50%          30.09%           29.96%

Net Assets, End of Period                     $     93,087,906  $   127,807,361  $    183,322,635 $    79,944,926  $    28,594,611

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                   1.15%            1.11%             1.11%           1.27%            1.46%
- - After Reimbursement #                                  1.14%            1.11%             1.11%           1.26%            1.30%

Ratio of Net Investment Income to
Average Net Assets:
- - Before Reimbursement                                   0.52%            0.81%             0.89%           0.97%            0.49%
- - After Reimbursement #                                  0.53%            0.81%             0.89%           0.98%            0.65%

Portfolio Turnover Rate                                105.57%          149.12%            93.28%          62.63%           99.48%


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



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM LOOMIS SAYLES CORPORATE BOND 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        $         1.1118  $         1.1981  $        1.1618  $         1.1521  $         0.9716

Income from Investment Operations

Net investment income                                 0.0873            0.0838           0.0764            0.0825            0.0842
Net realized and unrealized gain (loss)             (0.0344)          (0.0429)           0.0689            0.0324            0.1994

Total Income From Investment Operations               0.0529            0.0409           0.1453            0.1149            0.2836

Less Distributions

From net investment income                          (0.0892)          (0.0839)         (0.0762)          (0.0825)          (0.1001)
From net realized gains                             (0.0112)          (0.0433)         (0.0328)          (0.0227)          (0.0030)

Total Distributions                                 (0.1004)          (0.1272)         (0.1090)          (0.1052)          (0.1031)

Net Asset Value, End of Period              $         1.0643  $         1.1118  $        1.1981  $         1.1618  $         1.1521


Total Return                                           4.87%             3.43%           12.70%            10.35%            30.19%

Net Assets, End of Period                   $    191,419,344  $    199,386,033  $   158,884,389  $     83,645,029  $     45,530,190

Ratio of Expenses to Average Net Assets                0.90%             0.90%            0.90%             0.90%             0.90%

Ratio of Net Investment Income to
Average Net Assets                                     7.74%             7.41%            7.14%             7.68%             7.89%

Portfolio Turnover Rate                               28.00%            55.47%           52.69%            40.02%            24.70%



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM INVESCO SMALL-CAP GROWTH 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        $        1.8506  $         1.5955  $        1.4330  $         1.2734 $         1.0054

Income from Investment Operations

Net investment income (loss)                       (0.0038)          (0.0048)           0.0009            0.0024           0.0069
Net realized and unrealized gain                     1.4263            0.2842           0.2612            0.3380           0.3118

Total Income From Investment Operations              1.4225            0.2794           0.2621            0.3404           0.3187

Less Distributions

From net investment income                                                            (0.0009)          (0.0024)         (0.0341)
From net realized gains                            (0.4386)          (0.0243)         (0.0987)          (0.1784)         (0.0166)

Total Distributions                                (0.4386)          (0.0243)         (0.0996)          (0.1808)         (0.0507)

Net Asset Value, End of Period              $        2.8345  $         1.8506  $        1.5955  $         1.4330 $         1.2734


Total Return                                         80.78%            17.62%           18.70%            26.73%           31.79%

Net Assets, End of Period                   $   181,228,671  $     82,115,568  $    62,251,873  $     31,827,778 $      6,385,180

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                1.09%             1.11%            1.19%             1.46%            2.30%
- - After Reimbursement #                               1.07%             1.10%            1.10%             1.10%            1.10%

Ratio of Net Investment Income (Loss) to
Average Net Assets:
- - Before Reimbursement                              (0.36%)           (0.32%)                                               (0.62%)
                                                                                     (0.08%)      (0.11%)
- - After Reimbursement #                             (0.34%)           (0.31%)            0.01%             0.25%            0.58%

Portfolio Turnover Rate                             223.65%           149.15%          174.65%           265.05%          266.64%


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



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM INVESCO ADR 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          $         1.6252  $       1.4804  $        1.3508  $        1.1255 $        0.9859

Income from Investment Operations

Net investment income                                   0.0061          0.0123           0.0114           0.0112          0.0120
Net realized and unrealized gain                        0.3614          0.1453           0.1512           0.2266          0.1396

Total Income From Investment Operations                 0.3675          0.1576           0.1626           0.2378          0.1516

Less Distributions

From net investment income                            (0.0057)        (0.0128)         (0.0116)         (0.0112)        (0.0120)
From net realized gains                               (0.0101)                         (0.0214)         (0.0013)

Total Distributions                                   (0.0158)        (0.0128)         (0.0330)         (0.0125)        (0.0120)

Net Asset Value, End of Period                $         1.9769  $       1.6252  $        1.4804  $        1.3508 $        1.1255


Total Return                                            22.67%          10.64%           12.08%           21.17%          15.48%

Net Assets, End of Period                     $    141,769,982  $   28,296,279  $    16,581,357  $     7,694,858 $     2,681,969

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                   1.16%           1.32%            1.63%            2.29%           2.78%
- - After Reimbursement #                                  1.14%           1.30%            1.30%            1.33%           1.50%

Ratio of Net Investment Income (Loss) to
Average Net Assets:
- - Before Reimbursement                                   0.57%           0.84%            0.69%            0.24%
                                                                                                                   (0.11%)
- - After Reimbursement #                                  0.59%           0.86%            1.02%            1.20%           1.17%

Portfolio Turnover Rate                                 22.06%          28.66%           19.56%           15.25%           5.88%


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



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM SHORT-TERM MATURITY BOND PORTFOLIO
FINANCIAL HIGHLIGHTS

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

                                                  Period Ended December 31,
                                                    1999             1998            1997             1996             1995
                                                                                                                       (A)
Net Asset Value, Beginning of Period         $         1.0204  $        1.0134 $        1.0065  $        1.0092  $       1.0000

Income from Investment Operations

Net investment income                                  0.0520           0.0546          0.0534           0.0489          0.0194
Net realized and unrealized gain (loss)              (0.0183)           0.0087          0.0070         (0.0027)          0.0105

Total Income From Investment Operations                0.0337           0.0633          0.0604           0.0462          0.0299

Less Distributions

From net investment income                           (0.0517)         (0.0543)        (0.0534)         (0.0489)        (0.0207)
From net realized gains                              (0.0003)         (0.0020)        (0.0001)

Total Distributions                                  (0.0520)         (0.0563)        (0.0535)         (0.0489)        (0.0207)

Net Asset Value, End of Period               $         1.0021  $        1.0204 $        1.0134  $        1.0065  $       1.0092


Total Return                                            3.37%            6.36%           6.14%            4.70%           3.02%

Net Assets, End of Period                    $    137,920,472  $   110,917,091 $    78,367,545  $    39,503,114  $   15,618,670

Ratio of Expenses to Average Net Assets                 0.60%            0.60%           0.60%            0.60%          0.53%*

Ratio of Net Investment Income to
Average Net Assets                                      5.29%            5.45%           5.47%            5.15%          4.61%*

Portfolio Turnover Rate                                45.60%           37.33%          84.59%           51.71%          97.87%


*Annualized

(A) The portfolio commenced operations on August 1, 1995.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM T. ROWE PRICE MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

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

                                                                      Period Ended December 31,
                                                                     1999                  1998                  1997
                                                                                                                  (A)
Net Asset Value, Beginning of Period                         $            1.3472   $            1.1069   $            1.0000

Income from Investment Operations

Net investment income (loss)                                            (0.0040)              (0.0016)
Net realized and unrealized gain                                          0.3274                0.2471                0.1086

Total Income From Investment Operations                                   0.3234                0.2455                0.1086

Less Distributions

From net realized gains                                                 (0.0875)              (0.0052)              (0.0017)

Total Distributions                                                     (0.0875)              (0.0052)              (0.0017)

Net Asset Value, End of Period                               $            1.5831   $            1.3472   $            1.1069


Total Return                                                              24.60%                22.23%                10.86%

Net Assets, End of Period                                    $       203,089,451   $       139,762,438   $        56,704,297

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                                     1.11%                 1.16%                1.30%*
- - After Reimbursement #                                                    1.05%                 1.05%                1.05%*

Ratio of Net Investment Loss to
Average Net Assets:
- - Before Reimbursement                                                   (0.41%)               (0.32%)              (0.41%)*
- - After Reimbursement #                                                  (0.35%)               (0.21%)              (0.16%)*

Portfolio Turnover Rate                                                   66.80%                52.50%                24.28%


*Annualized

# Percentages  are shown net of expenses  reimbursed  by GW Capital  Management,
LLC.

(A) The portfolio commenced operations on July 1, 1997.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM FOUNDERS GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS

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

                                                                       Period Ended December 31,
                                                                      1999                   1998                  1997
                                                                                                                    (A)
Net Asset Value, Beginning of Period                          $           1.1448     $           1.0228    $            1.0000

Income from Investment Operations

Net investment income                                                     0.0004                 0.0157                 0.0089
Net realized and unrealized gain                                          0.1633                 0.1655                 0.0228

Total Income From Investment Operations                                   0.1637                 0.1812                 0.0317

Less Distributions

From net investment income                                              (0.0004)               (0.0157)               (0.0089)
From net realized gains                                                 (0.0665)               (0.0435)

Total Distributions                                                     (0.0669)               (0.0592)               (0.0089)

Net Asset Value, End of Period                                $           1.2416     $           1.1448    $            1.0228


Total Return                                                              15.04%                 17.85%                  3.17%

Net Assets, End of Period                                     $      147,265,224     $      120,887,237    $        94,206,892

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                                     1.12%                  1.15%                 1.15%*
- - After Reimbursement #                                                    1.11%                  1.15%                 1.14%*

Ratio of Net Investment Income to
Average Net Assets:
- - Before Reimbursement                                                     0.02%                  1.46%                 1.77%*
- - After Reimbursement #                                                    0.03%                  1.46%                 1.78%*

Portfolio Turnover Rate                                                  173.72%                287.17%                111.45%


*Annualized

# Percentages  are shown net of expenses  reimbursed  by GW Capital  Management,
LLC.

(A) The portfolio commenced operations on July 1, 1997.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM INDEX EUROPEAN PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                   Period Ended
                                                                                                   December 31,
                                                                                                       1999
                                                                                                        (A)
Net Asset Value, Beginning of Period                                                         $              10.0000

Income from Investment Operations

Net investment loss                                                                                        (0.0005)
Net realized and unrealized gain                                                                             1.8445

Total Income From Investment Operations                                                                      1.8440

Less Distributions

From net realized gains                                                                                    (0.0249)

Total Distributions                                                                                        (0.0249)

Net Asset Value, End of Period                                                               $              11.8191


Total Return                                                                                                 18.44%

Net Assets, End of Period                                                                    $          147,309,943

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                                                                        1.39% *
- - After Reimbursement #                                                                                       1.20% *

Ratio of Net Investment Loss to Average Net Assets:
- - Before Reimbursement                                                                                      (0.31%) *
- - After Reimbursement #                                                                                     (0.12%) *

Portfolio Turnover Rate                                                                                      19.79%

*Annualized

# Percentages  are shown net of expenses  reimbursed  by GW Capital  Management,
LLC.

(A) The portfolio commenced operations on July 26, 1999.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM INDEX PACIFIC PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                    Period Ended
                                                                                                    December 31,
                                                                                                        1999
                                                                                                         (A)
Net Asset Value, Beginning of Period                                                         $               10.0000

Income from Investment Operations

Net investment loss                                                                                         (0.0004)
Net realized and unrealized gain                                                                              3.8172

Total Income From Investment Operations                                                                       3.8168

Less Distributions

From net investment income                                                                                  (0.0043)
From net realized gains                                                                                     (0.1262)

Total Distributions                                                                                         (0.1305)

Net Asset Value, End of Period                                                               $               13.6863


Total Return                                                                                                  38.27%

Net Assets, End of Period                                                                    $           195,178,735

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                                                                         1.35% *
- - After Reimbursement #                                                                                        1.20% *

Ratio of Net Investment Loss to Average Net Assets:
- - Before Reimbursement                                                                                       (0.16%) *
- - After Reimbursement #                                                                                      (0.01%) *

Portfolio Turnover Rate                                                                                       18.94%

*Annualized

# Percentages  are shown net of expenses  reimbursed  by GW Capital  Management,
LLC.

(A) The portfolio commenced operations on July 26, 1999.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM GLOBAL BOND PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                 Period Ended
                                                                                                 December 31,
                                                                                                     1999
                                                                                                      (A)
Net Asset Value, Beginning of Period                                                       $              10.0000

Income from Investment Operations

Net investment income                                                                                      0.1641
Net realized and unrealized loss                                                                         (0.2894)

Total Loss From Investment Operations                                                                    (0.1253)

Less Distributions

From net investment income                                                                               (0.1640)

Total Distributions                                                                                      (0.1640)

Net Asset Value, End of Period                                                             $               9.7107


Total Return                                                                                              (1.25%)

Net Assets, End of Period                                                                  $           91,795,099

Ratio of Expenses to Average Net Assets                                                                     1.30% *

Ratio of Net Investment Income to Average Net Assets                                                        4.00% *

Portfolio Turnover Rate                                                                                    86.93%


*Annualized

(A) The portfolio commenced operations on July 26, 1999.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM INDEX 400 PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                    Period Ended
                                                                                                    December 31,
                                                                                                        1999
                                                                                                         (A)
Net Asset Value, Beginning of Period                                                          $              10.0000

Income from Investment Operations

Net investment income                                                                                         0.0393
Net realized and unrealized gain                                                                              0.6902

Total Income From Investment Operations                                                                       0.7295

Less Distributions

From net investment income                                                                                  (0.0392)

Total Distributions                                                                                         (0.0392)

Net Asset Value, End of Period                                                                $              10.6903


Total Return                                                                                                   7.30%

Net Assets, End of Period                                                                     $           10,729,826

Ratio of Expenses to Average Net Assets                                                                        0.60% *

Ratio of Net Investment Income to Average Net Assets                                                           0.92% *

Portfolio Turnover Rate                                                                                       26.41%


*Annualized

(A) The portfolio commenced operations on July 26, 1999.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM AGGRESSIVE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                  Period Ended
                                                                                                  December 31,
                                                                                                      1999
                                                                                                       (A)
Net Asset Value, Beginning of Period                                                         $              9.7751

Income from Investment Operations

Net investment income                                                                                       0.0191
Capital gain distributions received                                                                         0.6332

Total distributions received                                                                                0.6523

Net realized and unrealized gain on investments                                                             0.9792

Total Income From Investment Operations                                                                     1.6315


Less Distributions

From net investment income                                                                                (0.0191)
From net realized gains                                                                                   (0.3729)

Total Distributions                                                                                       (0.3920)

Net Asset Value, End of Period                                                               $             11.0146


Total Return                                                                                                16.72%

Net Assets, End of Period                                                                    $           2,195,730

Ratio of Expenses to Average Net Assets                                                                      0.10% *

Ratio of Net Investment Income to Average Net Assets                                                         1.63% *

Portfolio Turnover Rate                                                                                    114.40%


*Annualized

(A) The portfolio commenced operations on September 16, 1999.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM MODERATELY AGGRESSIVE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                  Period Ended
                                                                                                  December 31,
                                                                                                      1999
                                                                                                       (A)
Net Asset Value, Beginning of Period                                                         $              9.8559

Income from Investment Operations

Net investment income                                                                                       0.0471
Capital gain distributions received                                                                         0.3953

Total distributions received                                                                                0.4424

Net realized and unrealized gain on investments                                                             0.6808

Total Income From Investment Operations                                                                     1.1232


Less Distributions

From net investment income                                                                                (0.0469)
From net realized gains                                                                                   (0.2219)

Total Distributions                                                                                       (0.2688)

Net Asset Value, End of Period                                                               $             10.7103


Total Return                                                                                                11.41%

Net Assets, End of Period                                                                    $           3,765,097

Ratio of Expenses to Average Net Assets                                                                      0.10% *

Ratio of Net Investment Income to Average Net Assets                                                         4.76% *

Portfolio Turnover Rate                                                                                    105.09%



*Annualized

(A) The portfolio commenced operations on September 16, 1999.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM MODERATE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                  Period Ended
                                                                                                  December 31,
                                                                                                      1999
                                                                                                       (A)
Net Asset Value, Beginning of Period                                                         $              9.7937

Income from Investment Operations

Net investment income                                                                                       0.0685
Capital gain distributions received                                                                         0.3526

Total distributions received                                                                                0.4211

Net realized and unrealized gain on investments                                                             0.4076

Total Income From Investment Operations                                                                     0.8287


Less Distributions

From net investment income                                                                                (0.0683)
From net realized gains                                                                                   (0.1817)

Total Distributions                                                                                       (0.2500)

Net Asset Value, End of Period                                                               $             10.3724


Total Return                                                                                                 8.47%

Net Assets, End of Period                                                                    $           2,705,549

Ratio of Expenses to Average Net Assets                                                                      0.10% *

Ratio of Net Investment Income to Average Net Assets                                                         5.72% *

Portfolio Turnover Rate                                                                                    113.22%


*Annualized

(A) The portfolio commenced operations on September 16, 1999.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM MODERATELY CONSERVATIVE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                  Period Ended
                                                                                                  December 31,
                                                                                                      1999
                                                                                                       (A)
Net Asset Value, Beginning of Period                                                         $              9.7877

Income from Investment Operations

Net investment income                                                                                       0.0870
Capital gain distributions received                                                                         0.2686

Total distributions received                                                                                0.3556

Net realized and unrealized gain on investments                                                             0.3819

Total Income From Investment Operations                                                                     0.7375


Less Distributions

From net investment income                                                                                (0.0867)
From net realized gains                                                                                   (0.1227)

Total Distributions                                                                                       (0.2094)

Net Asset Value, End of Period                                                               $             10.3158


Total Return                                                                                                 7.54%

Net Assets, End of Period                                                                    $             908,102

Ratio of Expenses to Average Net Assets                                                                      0.10% *

Ratio of Net Investment Income to Average Net Assets                                                         7.54% *

Portfolio Turnover Rate                                                                                     84.96%


*Annualized

(A) The portfolio commenced operations on September 27, 1999.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM CONSERVATIVE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the period ended
December 31, 1999 is as follows:

                                                                                                  Period Ended
                                                                                                  December 31,
                                                                                                      1999
                                                                                                       (A)
Net Asset Value, Beginning of Period                                                         $              9.9102

Income from Investment Operations

Net investment income                                                                                       0.1177
Capital gain distributions received                                                                         0.1832

Total distributions received                                                                                0.3009

Net realized and unrealized gain on investments                                                             0.1945

Total Income From Investment Operations                                                                     0.4954


Less Distributions

From net investment income                                                                                (0.1172)
From net realized gains                                                                                   (0.0543)

Total Distributions                                                                                       (0.1715)

Net Asset Value, End of Period                                                               $             10.2341


Total Return                                                                                                 5.00%

Net Assets, End of Period                                                                    $             738,926

Ratio of Expenses to Average Net Assets                                                                      0.10% *

Ratio of Net Investment Income to Average Net Assets                                                         8.24% *

Portfolio Turnover Rate                                                                                    176.32%


*Annualized

(A) The portfolio commenced operations on September 30, 1999.

</TABLE>


<PAGE>


                             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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