MAXIM SERIES FUND INC
497, 2000-05-05
DRILLING OIL & GAS WELLS
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                             MAXIM SERIES FUND, INC.
                             8515 EAST ORCHARD ROAD
                            ENGLEWOOD, COLORADO 80111



May 3, 2000



VIA EDGAR TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W.
Washington, D.C.  200549

Re:      Maxim Series Fund, Inc.
         Submission Pursuant to Rule 497(e) under the Securities Act of 1933
         File Nos. 002-75503 and 811-03364

Ladies and Gentlemen:

Enclosed  herewith is a form of a prospectus  for Maxim Series Fund,  Inc. which
differs from that filed via EDGAR  transmission on April 26, 2000,  contained in
amendment  no. 69 to the Fund's  registration  statement on Form N-1A,  the most
recent amendment to the Fund's  registration  statement and under Rule 497(j) on
May 3, 2000.  Specifically,  the  prospectus  included  herewith  describes only
fourteen of the thirty-five Portfolios described in the text of amendment no. 69
to  the  Fund's  registration  statement  on  Form  N-1A  described  thirty-five
Portfolios.

If you should require any additional information regarding the foregoing, please
do not  hesitate  to  contact  Ms. Ann  Furman at Jorden  Burt  Boros  Cicchetti
Berenson & Johnson LLP at (202) 965-8130 or me at (303) 737-3817.

MAXIM SERIES FUND, INC.

/s/ Beverly A. Byrne

Beverly A. Byrne
Secretary



<PAGE>



                             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 INVESCO Balanced Portfolio
         Maxim U.S. Government Securities Portfolio

         Maxim Ariel MidCap Value Portfolio                   Maxim INVESCO Small-Cap Growth Portfolio

         Aggressive Profile I Portfolio                       Moderately Aggressive Profile I Portfolio
         Moderate Profile I Portfolio                         Moderately Conservative Profile I Portfolio
         Conservative Profile I Portfolio
</TABLE>




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

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

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

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 Small-Cap Portfolio
         Maxim MidCap Portfolio
         Maxim Foreign Equity Portfolio
         Maxim Balanced Portfolio
         Maxim Profile I Portfolios

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

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

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

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 U.S. Government 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 securities 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.

o    Invest in U.S. Treasury bills, notes or bonds or in certificates (which are
     fully backed by the U.S. Government)  representing  individual interests in
     pools of these types of U.S. Treasury securities.

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.

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



<PAGE>


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

1990     9.70%
1991     14.34%
1992     8.94%
1993     9.35%
1994     -3.20%
1995     16.09%
1996     3.92%
1997     8.51%
1998     7.24%
1999     0.30%

During the periods shown in the chart for the Maxim U.S.  Government  Securities
Portfolio , the highest  return for a quarter was 5.20%  (quarter  ending  June,
1995) and the lowest  return for a quarter  was -2.70%  (quarter  ending  March,
1994).

From July 29, 1987 to May 1, 1990, the U.S.  Government  Securities  Portfolio's
name was the  Government  and High  Quality  Securities  Portfolio.  During this
period, the Portfolio's  investment  policies differed from the U.S.  Government
Securities Portfolio's current policies.

The average annual total return for one year, five years,  and ten years for the
period ended December 31, 1999:


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                One Year               Five Years           Ten Years
Maxim U.S. Government
Securities Portfolio                              0.30%                  7.08%                7.37%
Lehman Aggregate Bond Index                      -0.82%                  7.73%                7.70%
Lehman Intermediate Government/Mortgage
Index                                             1.59%                  7.77%                7.64%
Merrill Lynch Mortgage Index                      1.61%                  7.99%                7.88%
</TABLE>

The Lehman  Government/Mortgage  Index is  comprised of U.S.  Government  issued
securities and agency issued fixed-rate mortgage-backed pass-through securities,
excluding  special  programs.  The Merrill Lynch  Mortgage Index is comprised of
fixed-rate mortgage pass-through  securities issued by FNMA, FHLMC, and GNMA. It
includes 30-year,  15-year mortgage  pass-through  securities as well as 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

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 SMALL-CAP PORTFOLIO

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

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 Ariel MidCap 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 equity securities of mid-cap companies.

o    Emphasize  issuers that are believed to be  undervalued  but  demonstrate a
     strong potential for growth. In this connection the Portfolio will focus on
     issuers with market  capitalization  between approximately $200 million and
     $5 billion.

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:

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.

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

1995 26.50%
1996     5.96%
1997     12.95%
1998     33.77%
1999     0.26%

During  the  periods  shown  in the  chart  for the  Maxim  Ariel  MidCap  Value
Portfolio, the highest return for a quarter was 34.61% (quarter ending December,
1998) and the lowest return for a quarter was -15.01% (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
                                                  One Year          Five Years      Inception
Maxim Ariel MidCap Value Portfolio                 0.26%              15.22%          14.48%
Russell MidCap Index                               18.23%             21.86%          17.50%
</TABLE>

The  inception  date for the Maxim Ariel MidCap Value  Portfolio  was January 3,
1994.
The Russell  MidCap Index is a list of the bottom 800  companies of the top 1000
from the Russell 1000 Index, a list compiled by the Frank Russell Company of the
top 1000 U.S.  companies  by market  capitalization.  The bottom  800  companies
represent  approximately  35% of the total  market  capitalization  value of the
Russell 1000.


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

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 BALANCED PORTFOLIO

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

The investment objective of this Portfolio is to:

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

Principal investment strategies.   This  Portfolio will:

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

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

o In selecting equity securities, the Portfolio will:
o seek to identify companies with better-than-average earnings growth potential
o seek to identify companies within industries identified as well-positioned for
the current and expected economic climate
o        consider dividend payout records
o             seek to identify  companies  traded on national stock exchanges or
              in the over-the counter  markets;  however,  securities  traded on
              regional or foreign exchanges may also be included.

o    Invest up to 25% of total assets in foreign securities; however, securities
     of Canadian  issuers and  American  Depository  Receipts  ("ADRs")  are not
     subject to this 25% limitation.

The principal investment risks for this Portfolio include:

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

Issuer Risk
o    The value of an individual  security or particular  type of security can be
     more volatile than the market as a whole and can perform  differently  than
     the value of the market as a whole.

Foreign Risk
o Foreign markets,  particularly emerging markets, can be more volatile than the
U.S.  market due to increased risks of adverse  issuer,  political,  regulatory,
market,  currency valuation or economic developments and can perform differently
than the U.S. market. As a result,  foreign  securities subject the Portfolio to
greater risk of potential loss than U.S. securities.

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

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

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

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

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

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

Year-by-Year

1997     26.10%
1998     18.42%
1999     16.74%

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

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

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

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

 MAXIM PROFILE I PORTFOLIOS

There are five separate Maxim Profile I Portfolios  (collectively,  the "Profile
Portfolios").  Each  Profile I 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 I 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 I Portfolio is to:

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

Moderately Aggressive Profile I
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 I
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 I
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 I
o    Seek capital  preservation  primarily  through  investments  in  Underlying
     Portfolios that emphasize fixed income investments.

The principal investment strategies for each Profile I 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 I  Portfolio  according  to its
emphasis on income, growth of capital and risk of principal:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Profile I 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 I 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 I
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 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  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
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 I  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 Portfolios may invest. While the
Profile 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 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 Securities 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 Portfolios include:

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

o    Changes in the net asset values of each Underlying Portfolio affect the net
     asset values of the Profile Portfolios  invested in them. As a result, over
     the  long-term  the Profile  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  I
     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 I 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 I Portfolio,  they will also indirectly bear the fees
of the Underlying Portfolios.

Portfolio Performance Data for the Profile I Portfolios
The information  below provides some indication of the risk of investment in the
Profile I Portfolios by comparing the  Portfolios'  performance to a broad based
securities  market  index.  The bar  chart  shows  each  Profile  I  Portfolio's
performance in each full calendar year since inception. The table shows how each
Profile I  Portfolio's  average  annual total  return  compared to 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
each  Profile I  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.

Each  Profile I  Portfolio  had  previously  compared  its  return to the Lipper
Balanced Index. Each Profile I Portfolio now compares its return to the Wilshire
5000 Index plus at least one other index such as the Lehman Aggregate Bond Index
or the MSI EAFE Index.  The new securities  market indexes better  represent the
market  sectors (and the types of  securities) in which the Profile I Portfolios
may invest.

Year-by-Year

Aggressive Profile I Portfolio

1998     14.84%
1999     21.83%

During the periods  shown in the chart for the  Aggressive  Profile I Portfolio,
the highest return for a quarter was 21.85% (quarter ending December,  1998) and
the lowest return for a quarter was -15.87% (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 Aggressive Profile I Portfolio             21.83%              17.10%
Wilshire 5000 Index                              22.05%              21.96%
MSCI EAFE Index                                  27.30%              18.71%
Lipper Balanced Index                             8.98%              11.76%

The inception date for the Maxim Aggressive Profile I Portfolio was September 9,
1997.
The Wilshire 5000 Index is a broad-based  market value  weighted  benchmark that
measures the  performance  of all  U.S.-headquartered,  actively  traded  common
stocks traded on the New York Stock  Exchange,  American  Stock Exchange and the
NASDAQ  over-the-counter  market  and  accounts  for 92% of  total  U.S.  market
capitalization.  The Morgan Stanley Capital International Europe,  Australia and
Far East ("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. The Lipper Balanced Index is comprised of the mutual funds covered by
the  Lipper  Survey  of Mutual  Funds  that  invest in a mix of equity  and debt
securities as a primary investment objective. The Lipper Balanced Index measures
the average performance of the funds included over various time periods.

Moderately Aggressive Profile I Portfolio

1998     12.54%
1999     22.05%

During the periods shown in the chart for the  Moderately  Aggressive  Profile I
Portfolio, the highest return for a quarter was 17.35% (quarter ending December,
1998) and the lowest return for a quarter was -13.70% (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 Moderately Aggressive Profile I
Portfolio                                        22.05%              16.35%
Wilshire 5000 Index                              22.05%              21.96%
MSCI EAFE Index                                  27.30%              18.71%
Lehman Aggregate Bond Index                      -0.82%               5.18%
Lipper Balanced Index                             8.98%              11.76%

The inception date for the Maxim Moderately  Aggressive  Profile I Portfolio was
September  9, 1997.  The  Wilshire  5000  Index is a  broad-based  market  value
weighted  benchmark  that measures the  performance  of all  U.S.-headquartered,
actively  traded common stocks traded on the New York Stock  Exchange,  American
Stock  Exchange and the NASDAQ  over-the-counter  market and accounts for 92% of
total U.S.  market  capitalization.  The Morgan  Stanley  Capital  International
Europe, Australia and Far East ("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.  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.  The Lipper
Balanced  Index is comprised of the mutual funds covered by the Lipper Survey of
Mutual  Funds that  invest in a mix of equity and debt  securities  as a primary
investment objective. The Lipper Balanced Index measures the average performance
of the funds included over various time periods.

Moderate Profile I Portfolio

1998     11.41%
1999     16.43%

During the periods shown in the chart for the Moderate Profile I Portfolio,  the
highest return for a quarter was 13.87% (quarter ending December,  1998) and the
lowest return for a quarter was -10.76% (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 Moderate Profile I Portfolio               16.43%              13.03%
Wilshire 5000 Index                              22.05%              21.96%
MSCI EAFE Index                                  27.30%              18.71%
Lehman Aggregate Bond Index                      -0.82%               5.18%
Lipper Balanced Index                             8.98%              11.76%

The inception date for the Maxim  Moderate  Profile I Portfolio was September 9,
1997.
The Wilshire 5000 Index is a broad-based  market value  weighted  benchmark that
measures the  performance  of all  U.S.-headquartered,  actively  traded  common
stocks traded on the New York Stock  Exchange,  American  Stock Exchange and the
NASDAQ  over-the-counter  market  and  accounts  for 92% of  total  U.S.  market
capitalization.  The Morgan Stanley Capital International Europe,  Australia and
Far East ("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.  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.  The Lipper Balanced Index is comprised of
the mutual funds  covered by the Lipper  Survey of Mutual Funds that invest in a
mix of equity and debt securities as a primary investment objective.  The Lipper
Balanced  Index  measures the average  performance  of the funds  included  over
various time periods.

Moderately Conservative Profile I Portfolio

1998     9.75%
1999     8.34%

During the periods shown in the chart for the Moderately  Conservative Profile I
Portfolio,  the highest return for a quarter was 9.13% (quarter ending December,
1998) and the lowest return for a quarter was -6.86% (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 Moderately Conservative Profile I
Portfolio                                         8.34%               8.75%
Wilshire 5000 Index                              22.05%              21.96%
MSCI EAFE Index                                  27.30%              18.71%
Lehman Aggregate Bond Index                      -0.82%               5.18%
Lipper Balanced Index                             8.98%              11.76%

The inception date for the Maxim Moderately Conservative Profile I Portfolio was
September  9, 1997.  The  Wilshire  5000  Index is a  broad-based  market  value
weighted  benchmark  that measures the  performance  of all  U.S.-headquartered,
actively  traded common stocks traded on the New York Stock  Exchange,  American
Stock  Exchange and the NASDAQ  over-the-counter  market and accounts for 92% of
total U.S.  market  capitalization.  The Morgan  Stanley  Capital  International
Europe, Australia and Far East ("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.  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.  The Lipper
Balanced  Index is comprised of the mutual funds covered by the Lipper Survey of
Mutual  Funds that  invest in a mix of equity and debt  securities  as a primary
investment objective. The Lipper Balanced Index measures the average performance
of the funds included over various time periods.

Conservative Profile I Portfolio

1998     8.25%
1999     4.86%

During the periods shown in the chart for the Conservative  Profile I Portfolio,
the highest return for a quarter was 4.50% (quarter ending  December,  1998) and
the lowest return for a quarter was -1.76% (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 Conservative Profile I Portfolio
                                                  4.86%               7.19%
Wilshire 5000 Index                              22.05%              21.96%
Lehman Aggregate Bond Index                      -0.82%               5.18%
Lipper Balanced Index                             8.98%              11.76%

The inception date for the Maxim Conservative  Profile I Portfolio was September
9, 1997.
The Wilshire 5000 Index is a broad-based  market value  weighted  benchmark that
measures the  performance  of all  U.S.-headquartered,  actively  traded  common
stocks traded on the New York Stock  Exchange,  American  Stock Exchange and the
NASDAQ  over-the-counter  market  and  accounts  for 92% of  total  U.S.  market
capitalization..  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.  The  Lipper  Balanced  Index is
comprised of the mutual funds  covered by the Lipper Survey of Mutual Funds that
invest in a mix of equity and debt securities as a primary investment objective.
The Lipper Balanced Index measures the average performance of the funds included
over various time periods.



<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 U.S.       Maxim Loomis
                                     Money             Gov't.       Sayles Corporate
                                     Market          Securities           Bond
- ------------------------------ ------------------- --------------- --------------------
- ------------------------------ ------------------- --------------- --------------------
Management Fees                      0.46%             0.60%              0.90%
- ------------------------------ ------------------- --------------- --------------------
- ------------------------------ ------------------- --------------- --------------------
Distribution (12b-1) Fees             NONE              NONE              NONE
- ------------------------------ ------------------- --------------- --------------------
- ------------------------------ ------------------- --------------- --------------------
Other Expenses                       0.00%             0.00%              0.00%
- ------------------------------ ------------------- --------------- --------------------
- ------------------------------ ------------------- --------------- --------------------
Total Annual Portfolio
Operating Expenses                   0.46%             0.60%              0.90%
- ------------------------------ ------------------- --------------- --------------------

- ------------------------------ -------------- ------------- ------------ --------------
                                   Maxim         Maxim         Maxim         Maxim
                                INVESCO ADR     INVESCO        Ariel        INVESCO
                                                Balanced      MidCap       Small-Cap
                                                               Value        Growth
- ------------------------------ -------------- ------------- ------------ --------------
- ------------------------------ -------------- ------------- ------------ --------------
Management Fees                    1.00%         1.00%         0.95%         0.95%
- ------------------------------ -------------- ------------- ------------ --------------
- ------------------------------ -------------- ------------- ------------ --------------
Distribution (12b-1) Fees          NONE           NONE         NONE          NONE
- ------------------------------ -------------- ------------- ------------ --------------
- ------------------------------ -------------- ------------- ------------ --------------
Other Expenses                     0.14%         0.00%         0.09%         0.12%
- ------------------------------ -------------- ------------- ------------ --------------
- ------------------------------ -------------- ------------- ------------ --------------
Total Annual Portfolio
Operating Expenses                 1.14%         1.00%         1.04%         1.07%
- ------------------------------ -------------- ------------- ------------ --------------

- ------------------------------ ---------------- ----------------- -------------- --------------- --------------
                                    Maxim            Maxim            Maxim          Maxim           Maxim
                                 Aggressive        Moderately       Moderate       Moderately    Conservative
                                  Profile I        Aggressive       Profile I     Conservative     Profile I
                                                   Profile I                       Profile I
- ------------------------------ ---------------- ----------------- -------------- --------------- --------------
- ------------------------------ ---------------- ----------------- -------------- --------------- --------------
Management Fees                     0.25%            0.25%            0.25%          0.25%           0.25%
- ------------------------------ ---------------- ----------------- -------------- --------------- --------------
- ------------------------------ ---------------- ----------------- -------------- --------------- --------------
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                 0.25%**          0.25%**          0.25%**        0.25%**         0.25%**
- ------------------------------ ---------------- ----------------- -------------- --------------- --------------
</TABLE>


** Each  Profile I  Portfolio  will invest in shares of  Underlying  Portfolios.
Therefore,  each Profile I 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 I 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 I  Portfolio's  investments  in  Underlying  Portfolios  is: Maxim
Aggressive Profile I - 1.07% to 1.43%;  Maxim Moderately  Aggressive Profile I -
1.00% to 1.36%;  Maxim  Moderate  Profile I - 0.97% to 1.31%;  Maxim  Moderately
Conservative Profile I - 0.91% to 1.27%; Maxim Conservative Profile I - 0.87% to
1.21%.  This information is provided as a range since the average assets of each
Profile I Portfolio invested in Underlying Portfolios will fluctuate.



<PAGE>


                                    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 U.S. Government Securities                   $62            $194             $340            $774
Maxim Loomis Sayles Corporate Bond                 $92            $291             $510            $1,160
Maxim INVESCO ADR                                  $117           $368             $646            $1,470
Maxim INVESCO Balanced                             $103           $323             $566            $1,289
Maxim Ariel MidCap Value                           $107           $336             $589            $1,341
Maxim INVESCO Small-Cap Growth                     $110           $346             $606            $1,379
Maxim Aggressive Profile I                         $26            $81              $141            $322
Maxim Moderately Aggressive Profile I              $26            $81              $141            $322
Maxim Moderate Profile I                           $26            $81              $141            $322
Maxim Moderately Conservative Profile I            $26            $81              $141            $322
Maxim Conservative Profile I                       $26            $81              $141            $322
</TABLE>



<PAGE>


                      MORE INFORMATION ABOUT THE PORTFOLIOS

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

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

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

Equity Portfolios

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

         o Maxim INVESCO  Small-Cap  Value  Portfolio o Maxim Ariel MidCap Value
         Portfolio  o  Maxim  INVESCO  ADR  Portfolio  o  Aggressive  Profile  I
         Portfolio  o  Moderate  Profile I  Portfolio  o  Moderately  Aggressive
         Profile I 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  Portfolio  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 I, Moderately Aggressive Profile I and Moderate Profile I
Portfolios are considered "Equity  Portfolios"  because they invest primarily in
Underlying Portfolios that emphasize equity investments.  However, these Profile
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 I 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.

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 U.S. Government Securities Portfolio
         o  Moderately Conservative Profile I Portfolio       o  Conservative Profile I 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,  Moderately
Conservative Profile I, and Conservative Profile I.

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,  Moderately  Conservative  Profile I and  Conservative
Profile I 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 .

Money  Market  Portfolio,  Money Market  Instruments  and  Temporary  Investment
Strategies

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

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

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

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

Balanced Portfolio

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

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

                           OTHER INVESTMENT PRACTICES

Foreign Securities

The Maxim INVESCO ADR Portfolio pursues  investment in foreign securities as its
principal investment strategy.  Therefore, as an investor in this Portfolio, 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 INVESCO ADR Portfolio has  substantial  exposure to foreign
markets since this Portfolio invests 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  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 Securities                                               0.60%
Maxim Loomis Sayles Corporate Bond                                             0.90%
Maxim INVESCO ADR                                                              1.00%
Maxim INVESCO Balanced                                                         1.00%
Maxim Ariel MidCap Value                                                       0.95%
Maxim INVESCO Small-Cap Growth                                                 0.95%
Aggressive Profile I                                                           0.25%
Moderately Aggressive Profile I                                                0.25%
Moderate Profile I                                                             0.25%
Moderately Conservative I                                                      0.25%
Conservative Profile I                                                         0.25%
</TABLE>

For those Portfolios that are `directly' advised by GW Capital Management (i.e.,
without the assistance of a sub-adviser),  namely the Maxim Money Market,  Maxim
U.S.  Government  Securities and the Profile  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.                            Ariel Capital Management, Inc.
- ----------------------------                            ------------------------------
Maxim Looms Sayles Corporate Bond Portfolio             Maxim Ariel MidCap Value Portfolio

INVESCO Funds Group, Inc.                               INVESCO Capital Management, Inc.
- -------------------------                               --------------------------------
Maxim INVESCO Small-Cap Growth Portfolio                Maxim INVESCO ADR Portfolio
Maxim INVESCO Balanced Portfolio
</TABLE>

Following is additional information about each sub-adviser:

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.

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

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 MidCap  Value  Portfolio is Eric T.
McKissack, CFA - - B.S. in Management and Architecture,  Massachusetts Institute
of Technology  and MBA,  University of  California at Berkley.  Mr.  McKissack's
business  experience during the past five years is as Vice Chairman and Co-Chief
Investment,  Ariel Capital Management and Portfolio Manager,  Ariel Appreciation
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.


                   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  U.S.  Government  Securities  Portfolio  ordinarily  distributes
     dividends from net investment income quarterly.
o    The Maxim INVESCO Balanced, Maxim Ariel MidCap Value, Maxim Ariel Small-Cap
     Value,  Maxim INVESCO Small-Cap Growth,  Maxim Loomis Sayles Corporate Bond
     and all Profile Portfolios ordinarily distribute dividends semi-annually.
o The Maxim INVESCO ADR Portfolio ordinarily  distributes  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:

                                                   Year Ended December 31,
<TABLE>
<S>                                                 <C>              <C>              <C>              <C>              <C>
                                                    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 U.S. GOVERNMENT 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           $        1.1049  $        1.0918  $        1.0738  $        1.1001  $        1.0138

Income from Investment Operations

Net investment income                                   0.0630           0.0646           0.0707           0.0675           0.0723
Net realized and unrealized gain (loss)               (0.0600)           0.0126           0.0180         (0.0263)           0.0863

Total Income From Investment Operations                 0.0030           0.0772           0.0887           0.0412           0.1586

Less Distributions

From net investment income                            (0.0620)         (0.0641)         (0.0707)         (0.0675)         (0.0723)

Total Distributions                                   (0.0620)         (0.0641)         (0.0707)         (0.0675)         (0.0723)

Net Asset Value, End of Period                 $        1.0459  $        1.1049  $        1.0918  $        1.0738  $        1.1001


Total Return                                             0.30%            7.24%            8.51%            3.92%           16.09%

Net Assets, End of Period                      $    76,591,857  $    78,875,126  $    58,311,917  $    64,077,863  $    62,473,959

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                                       5.83%            5.91%            6.32%            6.22%            6.76%

Portfolio Turnover Rate                                 51.82%           56.64%           55.54%          145.02%          185.57%



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM ARIEL MIDCAP 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        $         1.8417  $        1.5532  $         1.4327 $         1.3538  $        1.1003

Income from Investment Operations

Net investment income (loss)                          0.0115         (0.0092)          (0.0437)         (0.0083)           0.0018
Net realized and unrealized gain                      0.0029           0.5058            0.2257           0.0890           0.2893

Total Income From Investment Operations               0.0144           0.4966            0.1820           0.0807           0.2911

Less Distributions

From net investment income                          (0.0115)                                                             (0.0317)
From net realized gains                             (0.3034)         (0.2081)          (0.0615)         (0.0018)         (0.0059)

Total Distributions                                 (0.3149)         (0.2081)          (0.0615)         (0.0018)         (0.0376)

Net Asset Value, End of Period              $         1.5412  $        1.8417  $         1.5532 $         1.4327  $        1.3538


Total Return                                           0.26%           33.77%            12.95%            5.96%           26.50%

Net Assets, End of Period                   $     67,498,788  $   317,547,944  $    233,939,911 $    214,710,803  $   148,264,194

Ratio of Expenses to Average Net Assets:
- - Before Reimbursement                                 1.04%            1.02%             1.06%            1.08%            1.15%
- - After Reimbursement #                                1.04%            1.02%             1.06%            1.07%            1.10%

Ratio of Net Investment Income (Loss) to
Average Net Assets:
- - Before Reimbursement                                 0.36%          (0.64%)           (0.51%)          (0.67%)            0.08%
- - After Reimbursement #                                0.36%          (0.64%)           (0.51%)          (0.66%)            0.13%

Portfolio Turnover Rate                              182.75%           87.81%           139.74%           80.31%          167.21%


*The per share information was computed based on average shares.

#  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 INVESCO BALANCED PORTFOLIO
FINANCIAL HIGHLIGHTS

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

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

Income from Investment Operations

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

Total Income From Investment Operations                        0.2357             0.2309             0.2705              0.0472

Less Distributions

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

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

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


Total Return                                                   16.74%             18.42%             26.10%               4.60%

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

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

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

Portfolio Turnover Rate                                       119.39%            119.95%            150.57%              17.14%


*Annualized

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



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM AGGRESSIVE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999, 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                         $           1.0794     $           0.9505     $           1.0000

Income from Investment Operations

Net investment income                                                    0.0036                 0.0060                 0.0047
Capital gain distributions received                                      0.0969                 0.0286                 0.0712

Total distributions received                                             0.1005                 0.0346                 0.0759

Net realized and unrealized gain (loss) on investments                   0.1346                 0.1061               (0.0432)

Total Income From Investment Operations                                  0.2351                 0.1407                 0.0327

Less Distributions

From net investment income                                             (0.0011)               (0.0111)               (0.0127)
From net realized gains                                                (0.0796)               (0.0007)               (0.0695)

Total Distributions                                                    (0.0807)               (0.0118)               (0.0822)

Net Asset Value, End of Period                               $           1.2338     $           1.0794     $           0.9505

Total Return                                                             21.83%                 14.84%                  3.31%

Net Assets, End of Period                                    $       19,006,974     $        7,608,452     $          697,434

Ratio of Expenses to Average Net Assets                                   0.25%                  0.25%                  0.25% *

Ratio of Net Investment Income to
Average Net Assets                                                        0.09%                  0.97%                  2.38% *

Portfolio Turnover Rate                                                  77.51%                 94.75%                 59.90%


*Annualized

(A) The portfolio commenced operations on September 9, 1997.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM MODERATELY AGGRESSIVE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999, 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                         $           1.0668     $           0.9676     $           1.0000

Income from Investment Operations

Net investment income                                                    0.0142                 0.0136                 0.0075
Capital gain distributions received                                      0.0768                 0.0284                 0.0568

Total distributions received                                             0.0910                 0.0420                 0.0643

Net realized and unrealized gain (loss) on investments                   0.1430                 0.0790               (0.0279)

Total Income From Investment Operations                                  0.2340                 0.1210                 0.0364

Less Distributions

From net investment income                                             (0.0099)               (0.0217)               (0.0141)
From net realized gains                                                (0.0727)               (0.0001)               (0.0547)

Total Distributions                                                    (0.0826)               (0.0218)               (0.0688)

Net Asset Value, End of Period                               $           1.2182     $           1.0668     $           0.9676

Total Return                                                             22.05%                 12.54%                  3.66%

Net Assets, End of Period                                    $       36,469,448     $       15,066,086     $        1,630,969

Ratio of Expenses to Average Net Assets                                   0.25%                  0.25%                  0.25% *

Ratio of Net Investment Income to
Average Net Assets                                                        0.96%                  1.80%                  4.19% *

Portfolio Turnover Rate                                                 101.16%                123.12%                 41.30%


*Annualized

(A) The portfolio commenced operations on September 9, 1997.



<PAGE>



MAXIM SERIES FUND, INC.

MODERATE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999, 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                         $           1.0503     $           0.9661     $           1.0000

Income from Investment Operations

Net investment income                                                    0.0226                 0.0171                 0.0090
Capital gain distributions received                                      0.0706                 0.0159                 0.0477

Total distributions received                                             0.0932                 0.0330                 0.0567

Net realized and unrealized gain (loss) on investments                   0.0780                 0.0769               (0.0308)

Total Income From Investment Operations                                  0.1712                 0.1099                 0.0259

Less Distributions

From net investment income                                             (0.0182)               (0.0257)               (0.0144)
From net realized gains                                                (0.0782)                                      (0.0454)

Total Distributions                                                    (0.0964)               (0.0257)               (0.0598)

Net Asset Value, End of Period                               $           1.1251     $           1.0503     $           0.9661

Total Return                                                             16.43%                 11.41%                  2.60%

Net Assets, End of Period                                    $       27,960,665     $       12,600,896     $        1,044,081

Ratio of Expenses to Average Net Assets                                   0.25%                  0.25%                  0.25% *

Ratio of Net Investment Income to
Average Net Assets                                                        1.91%                  2.27%                  5.51% *

Portfolio Turnover Rate                                                 105.60%                114.39%                 31.39%


*Annualized

(A) The portfolio commenced operations on September 9, 1997.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM MODERATELY CONSERVATIVE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999, 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                         $           1.0470     $           0.9909     $           1.0000

Income from Investment Operations

Net investment income                                                    0.0309                 0.0266                 0.0132
Capital gain distributions received                                      0.0450                 0.0121                 0.0182

Total distributions received                                             0.0759                 0.0387                 0.0314

Net realized and unrealized gain (loss) on investments                   0.0104                 0.0576               (0.0085)

Total Income From Investment Operations                                  0.0863                 0.0963                 0.0229

Less Distributions

From net investment income                                             (0.0271)               (0.0398)               (0.0151)
From net realized gains                                                (0.0464)               (0.0004)               (0.0169)

Total Distributions                                                    (0.0735)               (0.0402)               (0.0320)

Net Asset Value, End of Period                               $           1.0598     $           1.0470     $           0.9909

Total Return                                                              8.34%                  9.75%                  2.29%

Net Assets, End of Period                                    $       13,672,483     $        9,586,577     $          534,975

Ratio of Expenses to Average Net Assets                                   0.25%                  0.25%                  0.25% *

Ratio of Net Investment Income to
Average Net Assets                                                        2.70%                  3.41%                  6.02% *

Portfolio Turnover Rate                                                 116.96%                112.09%                 32.97%


*Annualized

(A) The portfolio commenced operations on September 9, 1997.



<PAGE>



MAXIM SERIES FUND, INC.

MAXIM CONSERVATIVE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected  data for a share of capital stock of the portfolio for the years ended
December 31, 1999, 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                         $           1.0301     $           1.0088     $           1.0000

Income from Investment Operations

Net investment income                                                    0.0428                 0.0412                 0.0145
Capital gain distributions received                                      0.0236                 0.0149                 0.0121

Total distributions received                                             0.0664                 0.0561                 0.0266

Net realized and unrealized gain (loss) on investments                 (0.0169)                 0.0266                 0.0094

Total Income From Investment Operations                                  0.0495                 0.0827                 0.0360

Less Distributions

From net investment income                                             (0.0406)               (0.0613)               (0.0159)
From net realized gains                                                (0.0276)               (0.0001)               (0.0113)

Total Distributions                                                    (0.0682)               (0.0614)               (0.0272)

Net Asset Value, End of Period                               $           1.0114     $           1.0301     $           1.0088

Total Return                                                              4.86%                  8.25%                  3.60%

Net Assets, End of Period                                    $       17,142,458     $       15,519,563     $          268,416

Ratio of Expenses to Average Net Assets                                   0.25%                  0.25%                  0.25% *

Ratio of Net Investment Income to
Average Net Assets                                                        3.94%                  4.81%                  8.83% *

Portfolio Turnover Rate                                                  80.14%                 99.16%                 25.56%


*Annualized

(A) The portfolio commenced operations on September 9, 1997.
</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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