-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K0m1hPJvNMM5LEx2uIns7o6z4A0wPLEx39MJMyHcuQ896dQZDthclC5xPXSd59a5 t5scV7u0vkJur8weKQyULA== 0000356476-00-000004.txt : 20000229 0000356476-00-000004.hdr.sgml : 20000229 ACCESSION NUMBER: 0000356476-00-000004 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000228 EFFECTIVENESS DATE: 20000228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXIM SERIES FUND INC CENTRAL INDEX KEY: 0000356476 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 840876044 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 002-75503 FILM NUMBER: 555478 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-03364 FILM NUMBER: 555479 BUSINESS ADDRESS: STREET 1: 8515 E ORCHARD RD 6T2 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3036893817 MAIL ADDRESS: STREET 1: 8515 E ORCHARD ROAD CITY: ENGLEWOOD STATE: CO ZIP: 80111 485BPOS 1 VISTA As filed with the Securities and Exchange Commission on February 28, 2000 Registration No. 2-75503 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X) Pre-Effective Amendment No. _____ |_| Post-Effective Amendment No. 67 ---- |X| and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 67 |X| ----- - ------------------------------------------------------------------------------- MAXIM SERIES FUND, INC. (Exact Name of Registrant as Specified in Charter) 8515 E. Orchard Road Englewood, Colorado 80111 Registrant's Telephone Number, including Area Code: (303) 737-3000 W. T. McCallum President and Chief Executive Officer Great-West Life & Annuity Insurance Company 8515 E. Orchard Road Englewood, Colorado 80111 (Name and Address of Agent for Service) Copies of Communications to: James F. Jorden, Esquire Jorden Burt Boros Cicchetti Berenson & Johnson LLP 1025 Thomas Jefferson St. N. W. Suite 400 East Washington, D. C. 20007-0805 Approximate Date of Proposed Public Offering: Immediately upon effectiveness of this amendment. It is proposed that this filing will become effective (check appropriate box) immediately upon filing pursuant to paragraph (b) of Rule 485 |X| on March 1, 2000 pursuant to paragraph (b) of Rule 485 |_| 60 days after filing pursuant to paragraph (a)(1) of Rule 485 |_| on __________pursuant to paragraph (a)(1) of Rule 485 |_| 75 days after filing pursuant to paragraph (a)(2) of Rule 485 |_| on pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: |_| This post-effective amendment designates a new effective date for a previously filed post-effective amendment. EXPLANATORY NOTE This Post-Effective Amendment relates only to the prospectus and Statement of Additional Information for the Maxim Vista Growth & Income Portfolio and shall not supersede or affect this Registration Statement as it applies to the Prospectuses and/or Statements of Additional Information for any other Maxim Series Fund portfolio. 8 MAXIM SERIES FUND, INC. Maxim Vista Growth & Income Portfolio 8515 E. Orchard Rd., Englewood, Colorado 80111 Phone No. (303) 737-3000 This prospectus explains the objectives, risks and strategies of the Maxim Vista Growth & Income Portfolio ("Portfolio") The Portfolio is one of several mutual funds that comprise the Maxim Series Fund, Inc. ("Fund") The Portfolio's objective is long-term growth and dividend income The Portfolio seeks to achieve this objective by investing all of its assets in the Vista Growth and Income Portfolio ("Vista Portfolio"), another mutual fund The Portfolio's investment adviser is GW Capital Management, LLC, ("GW Capital"), a wholly owned subsidiary of Great-West Life & Annuity Insurance Company ("GWL&A") The Portfolio is available only as an investment option for certain variable annuity contracts and qualified retirement plans ("Qualified Plans"). Therefore, you cannot purchase shares of the Portfolio directly; rather you must own one of those contracts or participate in a Qualified Plan that makes the Portfolio available for investment. Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, the Federal Reserve Board, or any other agency, and are subject to investment risk, including the possible loss of principal. TheSecurities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus is March 1, 2000 TABLE OF CONTENTS Page The Portfolio at a Glance......................................................3 ..................................................................Investment Objective......................................................................3 Principal Investment Strategy..........................................3 Principal Investment Risks.............................................3 Portfolio Performance Information..............................................4 Year by Year Performance Returns.......................................4 Highest and Lowest Quarter Returns.....................................4 Average Annual Total Return............................................4 Fees and Expenses.........................................................5 Portfolio Expense Example...............................................5 The Portfolio in Detail........................................................5 .............................................................Investment Objective......................................................................6 Principal Investment Strategy..........................................6 Principal Investment Risks.............................................6 Management of the Portfolio and the Vista Portfolio............................7 The Portfolio..........................................................7 The Vista Portfolio....................................................7 Vista Portfolio Managers...............................................7 Important Information About Your Investment............................7 Investing In the Portfolio.............................................8 Purchasing and Redeeming Shares......................8 How to Exchange Shares..............................................8 Other Information....................................................................9 Share Price............................................................9 Vista Portfolio Share Price............................................9 Dividends and Capital Gain Distributions......................................10 Tax Consequences......................................................10 Annual and Semi-Annual Shareholder Reports............................10 Change of Investment Strategy.................................................11 Financial Highlights..........................................................12 Statement of Additional Information..................................Back Cover THE PORTFOLIO AT A GLANCE The following information is only a summary of important information you should know about the Portfolio. Detailed information is included elsewhere in this prospectus and the Statement of Additional Information ("SAI") and should be read in addition to this summary. Investment Objective: The Portfolio seeks long term capital growth and dividend income. As with any mutual fund, there is no guarantee that the Portfolio will achieve its objectives. The Portfolio's share price will fluctuate and your shares could be worth more or less than what you paid for them. Principal Investment Strategy: The Portfolio invests all of its assets in the Vista Portfolio. Under normal market conditions, the Vista Portfolio invests at least 80% of its total assets in common stocks of a broad range of companies most of which have a market capitalization above $1 billion. Market capitalization is the total market value of a company's shares. Principal Investment Risks: The Vista Portfolio invests in common stocks. Stocks and stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market or economic developments. Different parts of the market can react differently to these developments. The Vista Portfolio may invest in foreign securities. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, currency valuation or economic developments and can perform differently than the U.S. market. As a result, foreign securities subject the Portfolio to greater risk of potential loss than U.S. securities. The Vista Portfolio's equity holdings may also include real estate investment trusts (REITs), which are pools of investments primarily in income-producing real estate or loans related to real estate. The value of REITs will depend on the value of the underlying properties or the underlying loans or interest. The value of REITs may decline when interest rates rise. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently than the value of the market as a whole. The Portfolio is considered "non-diversified" because it invests all of its assets in the Vista Portfolio. The Portfolio's performance will depend on the performance of the Vista Portfolio. Due to this investment structure, the Portfolio is subject to all of the risks to which the Vista Portfolio is subject. The Portfolio is considered "non-diversified" because the Vista Portfolio is non-diversified. The Vista Portfolio may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified mutual fund would. Since a relatively high percentage of the Vista Portfolio's assets may be invested in the securities of a limited number of issuers, some of which may be in the same industry, the Vista Portfolio may be more sensitive to changes in the market value of a single issuer or industry. An investment in the Portfolio is not insured or guaranteed by the FDIC or any other government agency. PORTFOLIO PERFORMANCE INFORMATION The bar chart and table below provide some indication of the risk of investment in the Portfolio. The bar chart shows the Portfolio's performance in each full calendar year since its inception on December 21, 1994. The table shows how the Portfolio's average annual total return for the one year, five year and since inception periods compare to a broad based stock market index and an average of the performance of a universe of growth and income mutual funds. The returns shown below are historical and are not an indication of future performance. Year By Year Performance Returns: [OBJECT OMITTED] Highest and Lowest Quarter Returns: During the periods shown in the chart the highest return for a quarter was 16.72% (Quarter ending December 31, 1998) and the lowest return for a quarter was -12.15%% (Quarter ending September 30, 1998). Average Annual Total Return for the Periods Ending December 31, 1999: 1 Year 5 Years Since Inception of the Portfolio Maxim Vista Growth & 8.65% 19.91% 19.73% Income Portfolio S&P 500 Index 21.04% 28.56% 28.37% Lipper Growth & 11.86% 20.60% 20.55% Income Fund Average
The Standard & Poor's 500 Index is a broad based index that is generally considered representative of the U.S. stock market. The index is unmanaged and reflects the reinvestment of dividends. An individual cannot invest directly in the index. The Lipper Growth & Income Fund Average represents the average performance of a universe of 718 actively managed growth and income funds. Lipper is an independent mutual fund performance monitor whose results are based on total return and do not reflect a sales charge. An individual cannot invest directly in the average. FEES AND EXPENSES* This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. Shareholder Fees (fees paid directly from your investment) Sales Load Imposed on Purchases....................................None Sales Load Imposed on Reinvested Dividends.........................None Deferred Sales Load..............................................None Redemption Fee...................................................None Exchange Fee......................................................None Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets) Management Fees................................................0.93% Distribution (12b-1) Fees.......................................None Other Expenses...................................................0.07% Total Annual Fund Operating Expenses......................1.00% * The table and example reflect the aggregated expenses of both the Portfolio and the Vista Portfolio. PORTFOLIO EXPENSE EXAMPLE This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years $103 $323 $566 $1,289 THE PORTFOLIO IN DETAIL Investment Objective: The Portfolio seeks long term capital growth and dividend income. Principal Investment Strategy: To achieve this objective, the Portfolio invests all of its assets in the Vista Portfolio. Therefore, the Portfolio's investment objectives are identical to those of the Vista Portfolio. The risks described below apply to the Portfolio as well as the Vista Portfolio. The investment strategies of the Vista Portfolio, described below, will directly influence the value of the Portfolio's shares. Under normal circumstances the Vista Portfolio invests at least 80% of its total assets in common stocks of a broad range of companies, most of which have a market capitalization above $1 billion. Market capitalization is the total market value of a company's shares. The Vista Portfolio's investment advisers do quantitative analysis and fundamental research to seek to identify undervalued stocks which have the potential to increase in value. The investment advisers first seek to find companies with the best earnings prospects and then select companies which appear to have the most attractive values. The investment advisers also seek to invest in sectors with good earnings prospects as well. The investment advisers may look for value-oriented factors, such as a low price-to-earnings or price-to-cash ratio, in determining whether a stock is undervalued. In addition, they may also attempt to identify those undervalued companies which will experience earnings growth or improved earnings characteristics. The investment advisers may seek current income through various methods, including investing in convertible securities and seeking to identify companies with characteristics such as average or above average dividend yields. In determining whether to sell a stock, the investment advisers will use the same type of analysis that it uses in buying stocks in order to determine whether the stock is still undervalued. This may include those securities which have appreciated to meet their target valuations. The Vista Portfolio may invest up to 20% of its total assets in foreign securities. These investments may include depositary receipts. The Vista Portfolio may also invest up to 20% of its total assets in convertible securities, which generally pay interest or dividends and which can be converted into common or preferred stock. Although the Vista Portfolio intends to invest primarily in equity securities, under normal market conditions it may invest up to 20% of its total assets in high quality money market instruments and repurchase agreements. To temporarily defend its assets, the Vista Portfolio may put any amount of its assets in these investments as well as in U.S. Government debt securities and investment grade debt securities. When it employs such a temporary defensive strategy, the Vista Portfolio's investment objective may not be achieved. During unusual market conditions, the Fund may invest up to 20% of its assets in U.S. Government debt securities. The Vista Portfolio may invest in derivatives, which are financial instruments whose value is based on another security, index or exchange rate. The Vista Portfolio may use derivatives to hedge various market risks or to increase the Vista Portfolio's income or gain. Principal Investment Risks All mutual funds carry a certain amount of risk. You will lose money if you sell your shares for less than you paid for them. Loss of money is a risk of investing in the Portfolio. Some of the specific risks of investing in this Portfolio are described below. MasterFeeder Structure: Unlike most other mutual funds, the Portfolio does not directly acquire and manage its own portfolio of securities. Rather, the Portfolio invests all of its assets in another mutual fund, the Vista Portfolio. This investment relationship is referred to as a master/feeder relationship. The Portfolio is referred to as a "feeder" fund because it invests all of its assets in the "master" fund, the Vista Portfolio. The Vista Portfolio is referred to as a "master" fund because in addition to the Portfolio there are other funds which "feed" (that is, invest) their assets to the Vista Portfolio. There are some general risks that are specifically associated with the master/feeder relationship. For example, if a large "feeder" fund withdraws from the Vista Portfolio, the remaining funds may experience higher operating expenses. Higher expenses may produce lower returns. A large "feeder" fund's withdrawal may also result in the Vista Portfolio's investment holdings being less diversified which will increase portfolio risk. This latter risk also exists for traditionally structured funds which have large and/or institutional investors. A change in the Vista Portfolio's objectives, policies or restrictions may require the Portfolio to redeem its interest in the Vista Portfolio. This could result in a distribution of securities to the Portfolio by the Vista Portfolio, as opposed to a cash distribution. A distribution of securities may mean additional brokerage fees or other transaction costs to convert the distributed securities to cash. A distribution of this type may also result in the Portfolio being less diversified and less liquid. Equity Securities: Equity securities, such as common stocks, fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and those fluctuations can be pronounced. Changes in the value of the Vista Portfolio's investments will result in changes in the value of its shares and, consequently, the value of the shares of the Portfolio. The Vista Portfolio may not achieve its objective if securities which the investment advisers believe are undervalued do not appreciate as much as the investment advisers anticipate or if the companies in which it invests do not pay dividends. Foreign Securities: Investments in foreign securities may have higher risks than United States investments. Higher risks result from the following possibilities: Less publicly available information Different settlement procedures Smaller and less liquid securities markets Difficulty converting investments into cash Political and economic instability Imposition of government controls Higher brokerage commissions and custody costs Different regulations and standards These risks increase when investing in securities issued in developing countries. Changes in currency exchange rates also affect foreign securities since they are normally denominated and traded in foreign currencies. Additionally, investment in unsponsored depositary receipts may carry higher risks than sponsored depositary receipts due to less available information about the issuer and different voting privileges. Convertible Securities: The market value of convertible securities tends to decline as interest rates increase and increase as interest rates decline. The value of these securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates. Money Market and Debt Obligations: Although the Vista Portfolio intends to invest primarily in equity securities, under normal market conditions it may invest up to 20% of its total assets in high quality money market instruments and repurchase agreements. During unusual market conditions, the Vista Portfolio may invest up to 20% of its assets in U.S. government obligations. To temporarily defend its assets, the Vista Portfolio may put any amount of its assets in these types of investments and during such times the Portfolio's investment objective may not be achieved. Real Estate Investment Trusts: The value of REITs will depend on the value of the underlying properties or the underlying loans or interest. The value of REITs may decline when interest rates rise. The value of a REIT will also be affected by the real estate market and by the management of the REIT's underlying properties. REITs may be more volatile or more illiquid than other types of securities. Derivatives: Derivatives may be more risky than other types of investments because they may respond more to changes in economic conditions than other types of investments. If they are used for non-hedging purposes they could cause losses that exceed the Vista Portfolio's original investment. Derivative transactions may not always be available and/or may be infeasible to use due to the associated costs. Vista Portfolio Turnover The Vista Portfolio may engage in active and frequent trading of its portfolio securities to achieve its principal investment strategies. Such trading could result in higher brokerage costs. Brokerage costs affect the performance of the Portfolio and the expenses you will indirectly pay because the Vista Portfolio must pay these costs from its own assets. MANAGEMENT OF THE PORTFOLIO AND THE VISTA PORTFOLIO The Portfolio GW Capital provides investment management, accounting and administrative services for the Portfolio. GW Capital's address is 8515 East Orchard Road, Englewood, Colorado 80111. GW Capital provides investment management services for mutual funds and other investment portfolios representing assets of over $6.5 billion. GW Capital (and its predecessor company, The Great-West Life Assurance Company) has been providing investment management services since 1969. The aggregate fee paid to GW Capital for the Portfolio's fiscal year ending October 31, 1999 was 0.53% of the average daily net assets of the Portfolio. The Vista Portfolio The investment adviser of the Vista Portfolio is The Chase Manhattan Bank ("Chase"), 270 Park Avenue, New York, New York 10017. Chase Asset Management, Inc. is the sub-adviser to the Vista Portfolio. Chase Asset Management's address is 1211 Avenue of the Americas, New York, New York 10036. Chase Asset Management makes the day-to-day investment decisions for the Vista Portfolio. The aggregate fee paid to Chase for the Vista Portfolio's fiscal year ending October 31, 1999 was 0.40% of the average daily net assets of the Vista Portfolio. From this fee, Chase paid Chase Asset Management an aggregate fee of 0.20% of the average daily net assets of the Vista Portfolio. Vista Portfolio Managers Robert Heintz, Directory of Equity Management, Research and Trading at Chase, and Steve O'Keefe, Portfolio Manager at Chase, are responsible for the day-to-day management of the Vista Portfolio. Mr. Heintz has worked at Chase since 1983 in an investment management position. Before joining Chase, he worked at the Bank of New York as Portfolio Manager. Mr. Heintz has been a manager of the Vista Portfolio since August 1999. He is also Portfolio Manager of the Vista Equity Income Fund (since August 1999) and the Chase Equity Income Fund (since 1988). Mr. O'Keefe joined Chase in 1989. Since then, he has held the position of Equity Income Portfolio Assistant. Prior to joining Chase, he held a position as Quantitative Analyst for the investment division of American General Life Insurance Company. Mr. O'Keefe has been a manager of the Vista Portfolio since August 1999. IMPORTANT INFORMATION ABOUT YOUR INVESTMENT Investing In the Portfolio Shares of the Portfolio are not for sale directly to the public. Currently, the Portfolio shares are sold to separate accounts of GWL&A to fund benefits under certain group variable annuity contracts, as well as directly to certain qualified retirement plans. In the future, Portfolio shares may be used to fund other variable contracts offered by GWL&A, or its affiliates, or other unrelated insurance companies. For information concerning your rights under a specific variable contract or Qualified Plan, please refer to that contract or Qualified Plan. Purchasing and Redeeming Shares Variable contract owners or Qualified Plan participants will not deal directly with the Fund regarding the purchase or redemption of the Portfolio's shares. Insurance company separate accounts place orders to purchase and redeem shares of the Portfolio based on allocation instructions received from variable contract owners. Similarly, Qualified Plan sponsors and administrators purchase/redeem Portfolio shares based on orders received from participants. Qualified Plan participants cannot contact the Fund directly to purchase shares of the Portfolio but may invest in shares of the Portfolio only through their Qualified Plan. Participants should contact their Qualified Plan sponsor or administrator for information concerning the appropriate procedure for investing in the Portfolio. Due to differences in tax treatment or other considerations, material irreconcilable conflicts may arise between the interests of variable annuity contract owners and Qualified Plans that invest in the Portfolio. The Board of Directors will monitor the Portfolio for any material conflicts that may arise and will determine what action should be taken. How to Exchange Shares This section is only applicable to participants in Qualified Plans that purchase shares of the Portfolio outside a variable annuity contract. An exchange involves selling all or a portion of the shares of the Portfolio and purchasing shares of another portfolio of the Fund. There are no sales charges or distribution fees for an exchange. The exchange will occur at the next net asset value calculated for the two portfolios after the exchange request is received in proper form. Before exchanging into a portfolio, read its prospectus. Please note the following policies governing exchanges: o You can request an exchange in writing or by telephone. o Written requests should be submitted to: 8515 East Orchard Road, Englewood, CO 80111. o The form should be signed by the account owner(s) and include the following information: (1) the name of the account (2) the account number (3) the name of the portfolio from which the shares of which are to be sold (4) the dollar amount or number of shares to be exchanged (5) the name of the portfolio(s) in which new shares will be purchased; and (6) the signature(s) of the person(s) authorized to effect exchanges in the account. o You can request an exchange by telephoning 1-800-537-2033. o A portfolio may refuse exchange purchases by any person or group if, in GW Capital's judgment, the portfolio would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected. Other Information o We may modify, suspend or terminate the policies and procedures to request an exchange of shares of the portfolios by telephone at any time. o If an account has more than one owner of record, we may rely on the instructions of any one owner. o Each account owner has telephone transaction privileges unless we receive cancellation instructions from an account owner. o We will not be responsible for losses or expenses arising from unauthorized telephone transactions, as long as we use reasonable procedures to verify the identity of the investor, such as requesting personal identification numbers (PINs) and other information. o All telephone calls will be recorded and we have adopted other procedures to confirm that telephone instructions are genuine. o During periods of unusual market activity, severe weather, or other unusual, extreme, or emergency conditions, you may not be able to complete a telephone transaction and should consider placing your order by mail. Share Price The price for buying or selling the Portfolio's shares is the net asset value per share of the Portfolio. We compute the net asset value per share by dividing the net assets of the Portfolio (that is, the value of the Portfolio's investment in the Vista Portfolio less Portfolio expenses and liabilities) by the number of outstanding Portfolio shares. We generally calculate the Portfolio's NAV as of the close of regular trading on the New York Stock Exchange (currently, 4:00 p.m. Eastern Time), on each day the New York Stock Exchange is open for business. When you buy or redeem shares of the Portfolio, your share price will be the price next computed after we receive your purchase or redemption order. If the NYSE closes at any other time, or if an emergency exists, the time at which the NAV is calculated may differ. Since the Portfolio invests all its assets in the Vista Portfolio, the value of the Portfolio's shares depends upon the investment performance of the Vista Portfolio. If the securities owned by the Vista Portfolio increase in value, the value of the Portfolio's shares will increase and vice versa. Vista Portfolio Share Price The Vista Portfolio generally calculates its NAV as of the close of trading on the NYSE every day the NYSE is open. If the NYSE closes at any other time, or if an emergency exists, the time at which the NAV is calculated may differ. The NAV of the Vista Portfolio is based on the market value of the securities in which it invests. If market prices are not available or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), that security may be valued by another method that Chase believes accurately reflects fair value. Certain short-term securities are valued on the basis of amortized cost. Dividend and Capital Gain Distributions Dividends from the investment income of the Portfolio are declared and reinvested quarterly in additional shares of the Portfolio at net asset value. Distributions of net realized capital gains, if any, are declared in the fiscal year in which they have been realized and are reinvested in additional shares of the Portfolio at net asset value. Tax Consequences The Portfolio is not currently a separate taxable entity. It is possible the Portfolio could lose this favorable tax treatment if it does not meet certain requirements of the Internal Revenue Code of 1986, as amended. If it does not meet those tax requirements and becomes a taxable entity, the Portfolio would be required to pay taxes on income and capital gains. This would affect your investment because your return would be reduced by the taxes paid by the Portfolio. Tax consequences of your investment in the Portfolio depend on the provisions of the variable annuity contract or Qualified Plan through which you invest in the Portfolio. For more information please refer to your contract or Qualified Plan. Annual and Semi-Annual Shareholder Reports The fiscal year of the Portfolio ends on October 31 of each year. Twice a year you will receive a report containing a summary of the Portfolio's performance and other information. CHANGE OF INVESTMENT STRATEGY The Portfolio may withdraw its investment in the Vista Portfolio at any time without shareholder approval if the Board of Directors of the Fund decides it is in the best interest of the Portfolio. Upon any such change, the Board will consider what action may be taken, including the investment of assets of the Portfolio in another underlying mutual fund having the same investment objective as the Portfolio or the retention of an investment adviser to manage the Portfolio's assets in accordance with the investment objective. The investment objective of the Portfolio as well as the investment objective of the Vista Portfolio, can only be changed with shareholder approval. FINANCIAL HIGHLIGHTS The financial highlights table is intended to help you understand the Portfolio's financial performance for the past 5 years. Certain information reflects financial results for a single Portfolio share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Portfolio (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, independent auditors, whose report, along with the Portfolio's financial statements, is included in the Portfolio's Annual Report. A free copy of the Annual Report is available upon request. - ----------------------------------------- --------------- ---------------- --------------- ------------- -------------- 1999 1998 1997 1996 19951 --------------- ---------------- --------------- ------------- -------------- Net Asset Value, Beginning of Period $1.5958 $ $ $ $ 1.6590 1.3957 1.2133 1.0000 Income from Investment Operations Net Investment Income 0.0114 0.0113 0.0158 0.0219 0.0174 Net Gain or Losses on Securities (both realized and unrealized) 0.1938 0.1351 0.3677 0.2147 0.2133 --------------- --------------- ------------- -------------- ---------------- Total Income From Investment Operations 0.2052 0.1464 0.3835 0.2366 0.2307 Less Distributions Dividends (from net investment income) (0.0118) (0.0103) (0.0162) (0.0215) (0.0174) Distributions (from capital gains) (0.1020) (0.1993) (0.1040) (0.0327) --------------- ---------------- --------------- ------------- -------------- Total Distributions (0.1138) (0.2096) (0.1202) (0.0542) (0.0174) --------------- --------------- ------------- -------------- ---------------- Net Asset Value, End of Period $1.6872 $ $ $ $ ======= 1.5958 1.6590 1.3957 1.2133 =============== =============== ============= ============== ================ Total Return 13.13% 9.38% 29.33% 20.01% 22.25% Ratios/Supplemental Data Net Assets, End of Period $125,978,101 $ $ $ $ 161,166,617 135,053,616 86,430,279 49,403,163 Ratio of Expenses to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.01%* Ratio of Net Investment Income to 0.66% Average Net Assets 0.69% 1.08% 1.75% 2.21%* - ----------------------------------------- --------------- ---------------- --------------- ------------- -------------- Turnover rate2 125% 113% 65% 62% 71% - ----------------------------------------- --------------- ---------------- --------------- ------------- -------------- - ----------- 1 For 1995 the period is from December 21, 1994 [inception] to October 31, 1995. * Annualized 2 The Turnover rate is that of the Master Fund, the Chase Vista Growth and Income Portfolio, not that of the Maxim Vista Growth & Income Portfolio.
This prospectus should be read and retained for future reference. STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI, dated March 1, 2000, contains more details about the investment policies and techniques of the Fund and the Portfolio. A current SAI is on file with the SEC and is incorporated into this prospectus by reference. This means that the SAI is legally considered a part of this prospectus even though it is not physically contained within this prospectus. Additional information about the Portfolio's investments and the investments of the Vista Portfolio is available in the Portfolio's annual and semi-annual reports to shareholders. In the Portfolio's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Portfolio's performance during its last fiscal year. For a free copy of the SAI or annual or semi-annual reports or to request other information or ask questions about a Fund, call 1-800-537-2033. The SAI and the annual and semi-annual reports are available on the SEC's Internet Web site (http://www.sec.gov). You can also obtain copies of this information upon paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-6009. You can also review and copy information about the Fund, including the SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for information on the operation of the SEC's Public Reference Room. INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-7735. MAXIM SERIES FUND, INC. (the "Fund") - ------------------------------------------------------------------------------- Maxim Vista Growth & Income Portfolio (the "Portfolio") - ------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION ("SAI") Throughout this SAI, "the Portfolio" is intended to refer to the Portfolio listed above, unless otherwise indicated. This SAI is not a Prospectus and should be read together with the Prospectus for the Portfolio dated March 1, 2000. Requests for copies of the Prospectus should be made by writing 8515 East Orchard Road, Englewood, Colorado 80111, or by calling (303) 737-3000. The financial statements appearing in the Annual Report are incorporated into this SAI by reference. March 1, 2000 - ------------------------------------------------------------------------------- TABLE OF CONTENTS Page INFORMATION ABOUT THE FUND AND THE PORTFOLIO............................2 INVESTMENT LIMITATIONS..................................................2 INVESTMENT POLICIES AND PRACTICES.......................................3 MANAGEMENT OF THE FUND..................................................17 INVESTMENT ADVISORY SERVICES............................................18 PURCHASE, REDEMPTION AND PRICING OF SHARES..............................24 INVESTMENT PERFORMANCE..................................................24 DIVIDENDS, DISTRIBUTION AND TAXES.......................................26 OTHER INFORMATION.......................................................29 FINANCIAL STATEMENTS....................................................30 APPENDIX A..............................................................31 APPENDIX B..............................................................33 INFORMATION ABOUT THE FUND AND THE PORTFOLIO Maxim Series Fund, Inc. (the "Fund") is a Maryland corporation organized as an open-end management investment company. The Fund offers thirty-six investment portfolios. The Fund commenced business as an investment company in 1982. The Maxim Vista Growth & Income Portfolio (the "Portfolio") was added effective December 21, 1994. The Portfolio invests all of its assets in the Vista Growth and Income Portfolio (the "Vista Portfolio"), a non-diversified open-end management investment company. The Portfolio is a "no-load" investment meaning you pay no sales charges or distribution fees. GW Capital Management, LLC ("GW Capital"), a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company ("GWL&A"), serves as the Fund's investment adviser. Non-Diversified Portfolio of Securities The Portfolio is considered "non-diversified" because it invests all of its assets in the Vista Portfolio, which itself is non-diversified. The Vista Portfolio may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. Since a relatively high percentage of the Vista Portfolio's assets may be invested in the securities of a limited number of issuers, some of which may be in the same industry, the Vista Portfolio may be more sensitive to changes in the market value of a single issuer or industry. INVESTMENT LIMITATIONS The following policies and limitations supplement those set forth in the Prospectus. Unless otherwise indicated, whenever an investment policy or limitation states a maximum percentage of the Portfolio's assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, the indicated percentage or quality standard limitation will be determined immediately after and as a result of the Portfolio's acquisition of the security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Portfolio's investment policies and limitations. The Portfolio's fundamental investment policies and limitations cannot be changed without approval by vote of a "majority of the outstanding voting shares" (as defined in the Investment Company Act of 1940 ("the 1940 Act")) of the Portfolio. Because the Portfolio invests all of its assets in the Vista Portfolio, compliance with these limitations will be based on the Vista Portfolio's investments. The Portfolio will not: 1. Invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers primarily engaged in the same industry; utilities will be divided according to their services; for example, gas, gas transmission, electric and telephone each will be considered a separate industry for purposes of this restriction; provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, or its agencies or instrumentalities, or of certificates of deposit and bankers' acceptances, and positions in permissible options and futures will not be subject to this restriction. 2. Alone or together with any other investor make investments for the purpose of exercising control over, or management of any issuer. 3. Purchase or sell interests in commodities, commodities contracts, or real estate, (including limited partnership interests but excluding securities secured by real estate or interests therein), except that the Portfolio may purchase securities of issuers which invest or deal in any of the above and may engage in permissible futures and options transactions, permissible forward purchases or sales of foreign currencies or securities, and the purchase and sale of mortgage-backed securities. 4. Make loans, except as provided in limitation (5) below and except through the purchase of debt instruments (including, without limitation, bonds, notes, debentures or other obligations and certificates of deposit, bankers' acceptances and fixed time deposits) in private placements (the purchase of publicly-traded obligations are not being considered the making of a loan) and further, through the use of repurchase agreements or the purchase of short-term obligations. 5. Lend its portfolio securities in excess of 33 1/3% of its total assets, taken at market value at the time of the loan, and provided that such loan shall be made in accordance with the guidelines set forth under "Securities Loans" in this Statement of Additional Information. 6. Borrow amounts in excess of 33 1/3% of its total assets (including the amount borrowed), taken at market value at the time of the borrowing, and then only from banks as a temporary measure for extraordinary or emergency purposes or by engaging in reverse repurchase transactions; nor may the Portfolio pledge, mortgage, or hypothecate more than 1/3 of its net assets to secure such borrowings. In the event the Portfolio borrows in excess of 5% of its total assets, the Portfolio will not purchase additional investment securities until any borrowings that exceed 5% of the Portfolio's total assets are repaid. 7. Mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any securities owned or held by the Portfolio except as may be necessary in connection with borrowings mentioned in limitation (6) above, and then such mortgaging, pledging or hypothecating may not exceed 33 1/3% of the Portfolio's total assets, taken at market value at the time thereof; provided that collateral arrangements with respect to permissible futures and options transactions, including initial and variation margin payments, are not considered to be the pledge of assets for purposes of this restriction. 8. Underwrite securities of other issuers except insofar as the Vista Portfolio may be deemed an underwriter under the Securities Act of 1933 in selling portfolio securities. 9. Issue any senior security (as defined in the 1940 Act), except that (a) the Portfolio may engage in transactions that may result in the issuance of senior securities to the extent permitted under the Portfolio's investment policies and applicable regulations and interpretations of the 1940 Act or an exemptive order; (b) the Portfolio may acquire other securities, the acquisition of which may result in the issuance of a senior security, to the extent permitted under the Portfolio's investment policies and applicable regulations or interpretations of the 1940 Act; and (c) subject to the restrictions set forth above, the Portfolio may borrow money as authorized by the 1940 Act. For purposes of this restriction, collateral arrangements with respect to the Portfolio's permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security. ........In the event the Portfolio redeemed its investment in the Vista Portfolio and GW Capital were to manage the Portfolio's assets directly (or delegate such management to a sub-adviser), the Portfolio would be subject to the above-described fundamental investment policies. If the Portfolio redeemed its investment in the Vista Portfolio and invested in another investment company, the shareholders of the Portfolio would be asked to approve the adoption of the investment policies of such investment company to the extent necessary or appropriate to allow the Portfolio to make such investment. INVESTMENT POLICIES AND PRACTICES Except as described below and except as otherwise specifically stated in the Prospectus or this Statement of Additional Information, the Portfolio's investment policies set forth in the Prospectus and in this Statement of Additional Information are not fundamental and may be changed without shareholder approval. The Portfolio invests all of its assets in the Vista Portfolio. The Portfolio therefore indirectly bears the investment risk associated with the investments of the Vista Portfolio. The following pages contain more detailed information about types of securities in which the Vista Portfolio may invest. The Chase Manhattan Bank ("Chase") may not buy all of these securities or use all of these techniques to the full extent permitted unless it believes that they are consistent with the Vista Portfolio's investment objectives and policies and that doing so will help the Vista Portfolio achieve its objectives. The Vista Portfolio may invest in all these securities or use all of these techniques. Bank Obligations. Investments in bank obligations are limited to those of U.S. banks (including their foreign branches) which have total assets at the time of purchase in excess of $1 billion and the deposits of which are insured by either the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation, and foreign banks (including their U.S. branches) having total assets in excess of $10 billion (or the equivalent in other currencies), and such other U.S. and foreign commercial banks which are judged by the advisers to meet comparable credit standing criteria. Bank obligations include negotiable certificates of deposit, bankers' acceptances, fixed time deposits and deposit notes. A certificate of deposit is a short-term negotiable certificate issued by a commercial bank against funds deposited in the bank and is either interest-bearing or purchased on a discount basis. A bankers' acceptance is a short-term draft drawn on a commercial bank by a borrower, usually in connection with an international commercial transaction. The borrower is liable for payment as is the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Fixed time deposits are obligations of branches of United States banks or foreign banks which are payable at a stated maturity date and bear a fixed rate of interest. Although fixed time deposits do not have a market, there are no contractual restrictions on the right to transfer a beneficial interest in the deposit to a third party. Fixed time deposits subject to withdrawal penalties and with respect to which the Vista Portfolio cannot realize the proceeds thereon within seven days are deemed "illiquid" for the purposes of its restriction on investments in illiquid securities. Deposit notes are notes issued by commercial banks which generally bear fixed rates of interest and typically have original maturities ranging from eighteen months to five years. The dependence on the banking industry may involve certain credit risks, such as defaults or downgrades, if at some future date adverse economic conditions prevail in such industry. Banks are subject to extensive governmental regulations that may limit both the amounts and types of loans and other financial commitments that may be made and the interest rates and fees that may be charged. The profitability of this industry is largely dependent upon the availability and cost of capital funds for the purpose of financing lending operations under prevailing money market conditions. Also, general economic conditions play an important part in the operations of this industry and exposure to credit losses arising from possible financial difficulties of borrowers might affect a bank's ability to meet its obligations. Bank obligations may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulation. Investors should also be aware that securities of foreign banks and foreign branches of United States banks may involve foreign investment risks in addition to those relating to domestic bank obligations. These investment risks may involve, among other considerations, risks relating to future political and economic developments, more limited liquidity of foreign obligations than comparable domestic obligations, the possible imposition of withholding taxes on interest income, the possible seizure or nationalization of foreign assets and the possible establishment of exchange controls or other restrictions. There may be less publicly available information concerning foreign issuers, there may be difficulties in obtaining or enforcing a judgment against a foreign issuer (including branches) and accounting, auditing and financial reporting standards and practices may differ from those applicable to U.S. issuers. In addition, foreign banks are not subject to regulations comparable to U.S. banking regulations. Borrowings. The Vista Portfolio may borrow money from banks for temporary or short-term purposes but not to buy additional securities, which is known as "leveraging." Commercial Paper. Commercial paper consists of short-term (usually from 1 to 270 days) unsecured promissory notes issued by corporations in order to finance their current operations. A variable amount master demand note (which is a type of commercial paper) represents a direct borrowing arrangement involving periodically fluctuating rates of interest under a letter agreement between a commercial paper issuer and an institutional lender pursuant to which the lender may determine to invest varying amounts. Corporate Reorganizations. In general, securities that are the subject of a tender or exchange offer or proposal sell at a premium to their historic market price immediately prior to the announcement of the offer or proposal. The increased market price of these securities may also discount what the stated or appraised value of the security would be if the contemplated action were approved or consummated. These investments may be advantageous when the discount significantly overstates the risk of the contingencies involved; significantly undervalues the securities, assets or cash to be received by shareholders of the prospective portfolio company as a result of the contemplated transaction; or fails adequately to recognize the possibility that the offer or proposal may be replaced or superseded by an offer or proposal of greater value. The evaluation of these contingencies requires unusually broad knowledge and experience on the part of the advisers that must appraise not only the value of the issuer and its component businesses as well as the assets or securities to be received as a result of the contemplated transaction, but also the financial resources and business motivation of the offeror as well as the dynamics of the business climate when the offer or proposal is in progress. Investments in reorganization securities may tend to increase the turnover ratio of a fund and increase its brokerage and other transaction expenses. Convertible Securities. The Vista Portfolio may invest in convertible securities, which are securities generally offering fixed interest or dividend yields that may be converted either at a stated price or stated rate to common or preferred stock. Depositary Receipts. The Vista Portfolio may invest its assets in securities of multi-national companies in the form of American Depositary Receipts or other similar securities representing securities of foreign issuers, such as European Depositary Receipts, Global Depositary Receipts and other similar securities representing securities of foreign issuers (collectively, "Depositary Receipts"). The Vista Portfolio treats Depositary Receipts as interests in the underlying securities for purposes of its investment policies. Foreign Securities. For purposes of the Vista Portfolio's investment policies, the issuer of a security may be deemed to be located in a particular country if (i) the principal trading market for the security is in such country, (ii) the issuer is organized under the laws of such country or (iii) the issuer has at least 50% of its assets situated in such country. Forward Commitments. The Vista Portfolio may purchase securities on a forward commitment basis. In order to invest the Vista Portfolio's assets immediately, while awaiting delivery of securities purchased on a forward commitment basis, short-term obligations that offer same-day settlement and earnings will normally be purchased. When a commitment to purchase a security on a forward commitment basis is made, procedures are established consistent with the General Statement of Policy of the Securities and Exchange Commission concerning such purchases. Since that policy currently recommends that an amount of the Vista Portfolio's assets equal to the amount of the purchase be held aside or segregated to be used to pay for the commitment, a separate account of the Vista Portfolio consisting of cash or liquid securities equal to the amount of the Vista Portfolio's forward commitments will be established at the Vista Portfolio's custodian bank. For the purpose of determining the adequacy of the securities in the account, the deposited securities will be valued at market value. If the market value of such securities declines, additional cash, cash equivalents or liquid securities will be placed in the account daily so that the value of the account will equal the amount of such commitments by the Vista Portfolio. Although it is not intended that such purchases would be made for speculative purposes, purchases of securities on a forward commitment basis may involve more risk than other types of purchases. Securities purchased on a forward commitment basis and the securities held in the Vista Portfolio's investment portfolio are subject to changes in value based upon the public's perception of the issuer and changes, real or anticipated, in the level of interest rates. Purchasing securities on a forward commitment basis can involve the risk that the yields available in the market when the delivery takes place may actually be higher or lower than those obtained in the transaction itself. On the settlement date of the forward commitment transaction, the Vista Portfolio will meet its obligations from then available cash flow, sale of securities held in the separate account, sale of other securities or, although it would not normally expect to do so, from sale of the forward commitment securities themselves (which may have a value greater or lesser than the Vista Portfolio's payment obligations). The sale of securities to meet such obligations may result in the realization of capital gains or losses. To the extent the Vista Portfolio engages in forward commitment transactions, it will do so for the purpose of acquiring securities consistent with its investment objective and policies and not for the purpose of investment leverage, and settlement of such transactions will be within 90 days from the trade date. Illiquid Securities. For purposes of its limitation on investments in illiquid securities, the Vista Portfolio may elect to treat as liquid, in accordance with procedures established by the Board of Trustees, certain investments in restricted securities for which there may be a secondary market of qualified institutional buyers as contemplated by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and commercial obligations issued in reliance on the so-called "private placement" exemption from registration afforded by Section 4(2) of the Securities Act ("Section 4(2) paper"). Rule 144A provides an exemption from the registration requirements of the Securities Act for the resale of certain restricted securities to qualified institutional buyers. Section 4(2) paper is restricted as to disposition under the federal securities laws, and generally is sold to institutional investors such as the Vista Portfolio who agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale of Section 4(2) paper by the purchaser must be in an exempt transaction. One effect of Rule 144A and Section 4(2) is that certain restricted securities may now be liquid, though there is no assurance that a liquid market for Rule 144A securities or Section 4(2) paper will develop or be maintained. The Trustees of the Vista Portfolio have adopted policies and procedures for the purpose of determining whether securities that are eligible for resale under Rule 144A and Section 4(2) paper are liquid or illiquid for purposes of the limitation on investment in illiquid securities. Pursuant to those policies and procedures, the Trustees have delegated to the advisers the determination as to whether a particular instrument is liquid or illiquid, requiring that consideration be given to, among other things, the frequency of trades and quotes for the security, the number of dealers willing to sell the security and the number of potential purchasers, dealer undertakings to make a market in the security, the nature of the security and the time needed to dispose of the security. The Trustees will periodically review the Vista Portfolio's purchases and sales of Rule 144A securities and Section 4(2) paper. Investment Grade Debt Securities. The Vista Portfolio may invest in investment grade debt securities. Investment grade debt securities are securities rated in the category BBB or higher by Standard & Poor's Corporation ("S&P"), or Baa or higher by Moody's Investors Service, Inc. ("Moody's") or the equivalent by another national rating organization, or, if unrated, determined by the advisers to be of comparable quality. Money Market Instruments. The Vista Portfolio may invest in cash or high-quality, short-term money market instruments. These may include U.S. Government securities, commercial paper of domestic and foreign issuers and obligations of domestic and foreign banks. Investments in foreign money market instruments may involve certain risks associated with foreign investment. Other Investment Companies. Apart from the Portfolio investing all its assets in the Vista Portfolio, the Vista Portfolio may invest up to 10% of its total assets in shares of other investment companies when consistent with its investment objective and policies, subject to applicable regulatory limitations. Other investment companies may charge additional fees. Real Estate Investment Trusts. The Vista Portfolio may invest in shares of real estate investment trusts ("REITs"), which are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs or mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. The value of equity trusts will depend upon the value of the underlying properties, and the value of mortgage trusts will be sensitive to the value of the underlying loans or interests. Repurchase Agreements. The Vista Portfolio will enter into repurchase agreements only with member banks of the Federal Reserve System and securities dealers believed creditworthy, and only if fully collateralized by securities in which the Vista Portfolio is permitted to invest. Under the terms of a typical repurchase agreement, the Vista Portfolio would acquire an underlying instrument for a relatively short period (usually not more than one week) subject to an obligation of the seller to repurchase the instrument and the Vista Portfolio to resell the instrument at a fixed price and time, thereby determining the yield during the Vista Portfolio's holding period. This procedure results in a fixed rate of return insulated from market fluctuations during such period. A repurchase agreement is subject to the risk that the seller may fail to repurchase the security. Repurchase agreements are considered under the 1940 Act to be loans collateralized by the underlying securities. All repurchase agreements entered into by the Vista Portfolio will be fully collateralized at all times during the period of the agreement in that the value of the underlying security will be at least equal to 100% of the amount of the loan, including the accrued interest thereon, and the Vista Portfolio or its custodian or sub-custodian will have possession of the collateral, which the Board of Trustees believes will give it a valid, perfected security interest in the collateral. Whether a repurchase agreement is the purchase and sale of a security or a collateralized loan has not been conclusively established. This might become an issue in the event of the bankruptcy of the other party to the transaction. In the event of default by the seller under a repurchase agreement construed to be a collateralized loan, the underlying securities would not be owned by the Vista Portfolio, but would only constitute collateral for the seller's obligation to pay the repurchase price. Therefore, the Vista Portfolio may suffer time delays and incur costs in connection with the disposition of the collateral. The Board of Trustees believes that the collateral underlying repurchase agreements may be more susceptible to claims of the seller's creditors than would be the case with securities owned by the Vista Portfolio. Repurchase agreements maturing in more than seven days are treated as illiquid for purposes of the Vista Portfolio's restrictions on purchases of illiquid securities. Repurchase agreements are also subject to the risks described below with respect to stand-by commitments. Reverse Repurchase Agreements. Reverse repurchase agreements involve the sale of securities held by the Vista Portfolio with an agreement to repurchase the securities at an agreed upon price and date. The Vista Portfolio may use this practice to generate cash for shareholder redemptions without selling securities during unfavorable market conditions. Whenever the Vista Portfolio enters into a reverse repurchase agreement, it will establish a segregated account in which it will maintain liquid assets on a daily basis in an amount at least equal to the repurchase price (including accrued interest). The Vista Portfolio would be required to pay interest on amounts obtained through reverse repurchase agreements, which are considered borrowings under federal securities laws. The repurchase price is generally equal to the original sales price plus interest. Reverse repurchase agreements are usually for seven days or less and cannot be repaid prior to their expiration dates. Reverse repurchase agreements involve the risk that the market value of the portfolio securities transferred may decline below the price at which the Vista Portfolio is obliged to purchase the securities. Securities Loans. To the extent specified in its Prospectus, the Vista Portfolio is permitted to lend its securities to broker-dealers and other institutional investors in order to generate additional income. Such loans of portfolio securities may not exceed 30% of the value of the Vista Portfolio's total assets. In connection with such loans, the Vista Portfolio will receive collateral consisting of cash, cash equivalents, U.S. Government securities or irrevocable letters of credit issued by financial institutions. Such collateral will be maintained at all times in an amount equal to at least 100% of the current market value plus accrued interest of the securities loaned. The Vista Portfolio may increase its income through the investment of cash collateral. The Vista Portfolio continues to be entitled to the interest payable or any dividend-equivalent payments received on a loaned security and, in addition, to receive interest on the amount of the loan. However, the receipt of any dividend-equivalent payments by the Vista Portfolio on a loaned security from the borrower will not qualify for the dividends-received deduction. Such loans will be terminable at any time upon specified notice. The Vista Portfolio might experience risk of loss if the institutions with which it has engaged in portfolio loan transactions breach their agreements with the Vista Portfolio. The risks in lending portfolio securities, as with other extensions of secured credit, consist of possible delays in receiving additional collateral or in the recovery of the securities or possible loss of rights in the collateral should the borrower experience financial difficulty. Loans will be made only to firms deemed by the advisers to be of good standing and will not be made unless, in the judgment of the advisers, the consideration to be earned from such loans justifies the risk. Stand-By Commitments. In a put transaction, the Vista Portfolio acquires the right to sell a security at an agreed upon price within a specified period prior to its maturity date, and a stand-by commitment entitles the Vista Portfolio to same-day settlement and to receive an exercise price equal to the amortized cost of the underlying security plus accrued interest, if any, at the time of exercise. Stand-by commitments are subject to certain risks, which include the inability of the issuer of the commitment to pay for the securities at the time the commitment is exercised, the fact that the commitment is not marketable by the Vista Portfolio, and that the maturity of the underlying security will generally be different from that of the commitment. A put transaction will increase the cost of the underlying security and consequently reduce the available yield. Stripped Obligations. The Vista Portfolio may invest in stripped obligations. The principal and interest components of United States Treasury bonds with remaining maturities of longer than ten years are eligible to be traded independently under the Separate Trading of Registered Interest and Principal of Securities ("STRIPS") program. Under the STRIPS program, the principal and interest components are separately issued by the United States Treasury at the request of depository financial institutions, which then trade the component parts separately. The interest component of STRIPS may be more volatile than that of United States Treasury bills with comparable maturities. The risk is greater when the period to maturity is longer. The Vista Portfolio may invest up to 20% of its total assets in stripped obligations only where the underlying obligations are backed by the full faith and credit of the U.S. Government. Supranational Obligations. Supranational organizations include organizations such as The World Bank, which was chartered to finance development projects in developing member countries; the European Community, which is a twelve-nation organization engaged in cooperative economic activities; the European Coal and Steel Community, which is an economic union of various European nations steel and coal industries; and the Asian Development Bank, which is an international development bank established to lend funds, promote investment and provide technical assistance to member nations of the Asian and Pacific regions. Obligations of supranational agencies are supported by subscribed, but unpaid, commitments of member countries. There is no assurance that these commitments will be undertaken or complied with in the future, and foreign and supranational securities are subject to certain risks associated with foreign investing. U.S. Government Securities. U.S. Government Securities include (1) U.S. Treasury obligations, which generally differ only in their interest rates, maturities and times of issuance, including: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years); and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of the issuer to borrow any amount listed to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (d) the credit of the agency or instrumentality. Agencies and instrumentalities of the U.S. Government include but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Student Loan Marketing Association, United States Postal Service, Chrysler Corporate Loan Guarantee Board, Small Business Administration, Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. Government. Certain U.S. Government Securities, including U.S. Treasury bills, notes and bonds, Government National Mortgage Association certificates and Federal Housing Administration debentures, are supported by the full faith and credit of the United States. Other U.S. Government Securities are issued or guaranteed by federal agencies or government sponsored enterprises and are not supported by the full faith and credit of the United States. These securities include obligations that are supported by the right of the issuer to borrow from the U.S. Treasury, such as obligations of the Federal Home Loan Banks, and obligations that are supported by the creditworthiness of the particular instrumentality, such as obligations of the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation. For a description of certain obligations issued or guaranteed by U.S. Government agencies and instrumentalities, see Appendix B. In addition, certain U.S. Government agencies and instrumentalities issue specialized types of securities, such as guaranteed notes of the Small Business Administration, Federal Aviation Administration, Department of Defense, Bureau of Indian Affairs and Private Export Funding Corporation, which often provide higher yields than are available from the more common types of government-backed instruments. However, such specialized instruments may only be available from a few sources, in limited amounts, or only in very large denominations; they may also require specialized capability in portfolio servicing and in legal matters related to government guarantees. While they may frequently offer attractive yields, the limited-activity markets of many of these securities means that, if the Vista Portfolio were required to liquidate any of them, it might not be able to do so advantageously; accordingly, the Vista Portfolio normally holds such securities to maturity or pursuant to repurchase agreements, and would treat such securities (including repurchase agreements maturing in more than seven days) as illiquid for purposes of its limitation on investment in illiquid securities. Warrants and Rights. Warrants basically are options to purchase equity securities at a specified price for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Rights are similar to warrants but normally have a shorter duration and are distributed directly by the issuer to shareholders. Rights and warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. Additional Policies: Derivative and Related Transactions Introduction. As explained more fully below, the Vista Portfolio may employ derivative and related instruments as tools in the management of portfolio assets. Put briefly, a "derivative" instrument may be considered a security or other instrument which derives its value from the value or performance of other instruments or assets, interest or currency exchange rates, or indexes. For instance, derivatives include futures, options, forward contracts, structured notes and various over-the-counter instruments. Like other investment tools or techniques, the impact of using derivatives strategies or similar instruments depends to a great extent on how they are used. Derivatives are generally used by portfolio managers in three ways: first, to reduce risk by hedging (offsetting) an investment position; second, to substitute for another security particularly where it is quicker, easier and less expensive to invest in derivatives; and lastly, to speculate or enhance portfolio performance. Derivatives can offer several benefits, including easier and more effective hedging, lower transaction costs, quicker investment and more profitable use of portfolio assets. However, derivatives also have the potential to significantly magnify risks, thereby leading to potentially greater losses for the Vista Portfolio. The Vista Portfolio may invest its assets in derivative and related instruments subject only to the Vista Portfolio's investment objective and policies and the requirement that the Vista Portfolio maintain segregated accounts consisting of cash or other liquid assets (or, as permitted by applicable regulation, enter into certain offsetting positions) to cover its obligations under such instruments with respect to positions where there is no underlying portfolio asset so as to avoid leveraging the Vista Portfolio. The value of some derivative or similar instruments in which the Vista Portfolio may invest may be particularly sensitive to changes in prevailing interest rates or other economic factors, and--like other investments of the Vista Portfolio--the ability of the Vista Portfolio to successfully utilize these instruments may depend in part upon the ability of the advisers to forecast interest rates and other economic factors correctly. If the Vista Portfolio's advisers inaccurately forecast such factors and take positions in derivative or similar instruments contrary to prevailing market trends, the Vista Portfolio could be exposed to the risk of a loss. The Vista Portfolio might not employ any or all of the strategies described herein, and no assurance can be given that any strategy used will succeed. Set forth below is an explanation of the various derivatives strategies and related instruments the Vista Portfolio may employ along with risks or special attributes associated with them. This discussion is intended to supplement the Vista Portfolio's current prospectus as well as provide useful information to prospective investors. Risk Factors. As explained more fully below and in the discussions of particular strategies or instruments, there are a number of risks associated with the use of derivatives and related instruments and no assurance can be given that any strategy will succeed. The value of certain derivatives or related instruments in which the Vista Portfolio may invest may be particularly sensitive to changes in prevailing economic conditions and market value. The ability of the Vista Portfolio to successfully utilize these instruments may depend in part upon the ability of its advisers to forecast these factors correctly. Inaccurate forecasts could expose the Vista Portfolio to a risk of loss. There can be no guarantee that there will be a correlation between price movements in a hedging vehicle and in the portfolio assets being hedged. An incorrect correlation could result in a loss on both the hedged assets in the Vista Portfolio and the hedging vehicle so that the portfolio return might have been greater had hedging not been attempted. This risk is particularly acute in the case of "cross-hedges" between currencies. The Vista Portfolio's advisers may inaccurately forecast interest rates, market values or other economic factors in utilizing a derivatives strategy. In such a case, the Vista Portfolio may have been in a better position had it not entered into such strategy. Hedging strategies, while reducing risk of loss, can also reduce the opportunity for gain. In other words, hedging usually limits both potential losses as well as potential gains. The Vista Portfolio is not required to use a hedging strategy and strategies not involving hedging invoke leverage and may increase the risk to the Vista Portfolio. Certain strategies, such as yield enhancement, can have speculative characteristics and may result in more risk to the Vista Portfolio than hedging strategies using the same instruments. There can be no assurance that a liquid market will exist at a time when the Vista Portfolio seeks to close out an option, futures contract or other derivative or related position. Many exchanges and boards of trade limit the amount of fluctuation permitted in option or futures contract prices during a single day; once the daily limit has been reached on a particular contract, no trades may be made that day at a price beyond that limit. In addition, certain instruments are relatively new and without a significant trading history. As a result, there is no assurance that an active secondary market will develop or continue to exist. Finally, over-the-counter instruments typically do not have a liquid market. Lack of a liquid market for any reason may prevent the Vista Portfolio from liquidating an unfavorable position. Activities of large traders in the futures and securities markets involving arbitrage, "program trading," and other investment strategies may cause price distortions in these markets. In certain instances, particularly those involving over-the-counter transactions, forward contracts there is a greater potential that a counterparty or broker may default or be unable to perform on its commitments. In the event of such a default, the Vista Portfolio may experience a loss. In transactions involving currencies, the value of the currency underlying an instrument may fluctuate due to many factors, including economic conditions, interest rates, governmental policies and market forces. Specific Uses and Strategies. Set forth below are explanations of various strategies involving derivatives and related instruments which may be used by the Vista Portfolio. Options on Securities, Securities Indexes and Debt Instruments. The Vista Portfolio may purchase, sell or exercise call and put options on (i) securities, (ii) securities indexes, and (iii) debt instruments. Specifically, the Vista Portfolio may (i) purchase, write and exercise call and put options on securities and securities indexes (including using options in combination with securities, other options or derivative instruments) and (ii) enter into swaps, futures contracts and options on futures contracts. The Vista Portfolio may also (i) employ forward currency contracts and (ii) purchase and sell structured products, which are instruments designed to restructure or reflect the characteristics of certain other investments. Although in most cases these options will be exchange-traded, the Vista Portfolio may also purchase, sell or exercise over-the-counter options. Over-the-counter options differ from exchange-traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller. As such, over-the-counter options generally have much less market liquidity and carry the risk of default or nonperformance by the other party. One purpose of purchasing put options is to protect holdings in an underlying or related security against a substantial decline in market value. One purpose of purchasing call options is to protect against substantial increases in prices of securities the Vista Portfolio intends to purchase pending its ability to invest in such securities in an orderly manner. The Vista Portfolio may also use combinations of options to minimize costs, gain exposure to markets or take advantage of price disparities or market movements. For example, the Vista Portfolio may sell put or call options it has previously purchased or purchase put or call options it has previously sold. These transactions may result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. The Vista Portfolio may write a call or put option in order to earn the related premium from such transactions. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of a similar option. The Vista Portfolio will not write uncovered options. In addition to the general risk factors noted above, the purchase and writing of options involve certain special risks. During the option period, the Vista Portfolio writing a covered call (i.e., where the underlying securities are held by the Vista Portfolio) has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but has retained the risk of loss should the price of the underlying securities decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price. If a put or call option purchased by the Vista Portfolio is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the Vista Portfolio will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. There can be no assurance that a liquid market will exist when the Vista Portfolio seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options markets, the Vista Portfolio may be unable to close out a position. Futures Contracts and Options on Futures Contracts. The Vista Portfolio may purchase or sell (i) interest-rate futures contracts, (ii) futures contracts on specified instruments or indices, and (iii) options on these futures contracts ("futures options"). The futures contracts and futures options may be based on various instruments or indices in which the Funds and Portfolios may invest such as foreign currencies, certificates of deposit, Eurodollar time deposits, securities indices, economic indices (such as the Consumer Price Indices compiled by the U.S. Department of Labor). Futures contracts and futures options may be used to hedge portfolio positions and transactions as well as to gain exposure to markets. For example, the Vista Portfolio may sell a futures contract--or buy a futures option--to protect against a decline in value, or reduce the duration, of portfolio holdings. Likewise, these instruments may be used where the Vista Portfolio intends to acquire an instrument or enter into a position. For example, the Vista Portfolio may purchase a futures contract--or buy a futures option--to gain immediate exposure in a market or otherwise offset increases in the purchase price of securities or currencies to be acquired in the future. Futures options may also be written to earn the related premiums. When writing or purchasing options, the Vista Portfolio may simultaneously enter into other transactions involving futures contracts or futures options in order to minimize costs, gain exposure to markets, or take advantage of price disparities or market movements. Such strategies may entail additional risks in certain instances. The Vista Portfolio may engage in cross-hedging by purchasing or selling futures or options on a security or currency different from the security or currency position being hedged to take advantage of relationships between the two securities or currencies. Investments in futures contracts and options thereon involve risks similar to those associated with options transactions discussed above. The Vista Portfolio will only enter into futures contracts or options on futures contracts which are traded on a U.S. or foreign exchange or board of trade, or similar entity, or quoted on an automated quotation system. Forward Contracts. The Vista Portfolio may use foreign currency and interest-rate forward contracts for various purposes as described below. Foreign currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors, as seen from an international perspective. The Vista Portfolio that may invest in securities denominated in foreign currencies may, in addition to buying and selling foreign currency futures contracts and options on foreign currencies and foreign currency futures, enter into forward foreign currency exchange contracts to reduce the risks or otherwise take a position in anticipation of changes in foreign exchange rates. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be a fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. By entering into a forward foreign currency contract, the Vista Portfolio "locks in" the exchange rate between the currency it will deliver and the currency it will receive for the duration of the contract. As a result, the Vista Portfolio reduces its exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will exchange into. The effect on the value of the Vista Portfolio is similar to selling securities denominated in one currency and purchasing securities denominated in another. Transactions that use two foreign currencies are sometimes referred to as "cross-hedges." The Vista Portfolio may enter into these contracts for the purpose of hedging against foreign exchange risk arising from the Vista Portfolio's investments or anticipated investments in securities denominated in foreign currencies. The Vista Portfolio may also enter into these contracts for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Vista Portfolio may also use forward contracts to hedge against changes in interest rates, increase exposure to a market or otherwise take advantage of such changes. An interest-rate forward contract involves the obligation to purchase or sell a specific debt instrument at a fixed price at a future date. Interest Rate and Currency Transactions. The Vista Portfolio may employ currency and interest rate management techniques, including transactions in options (including yield curve options), futures, options on futures, forward foreign currency exchange contracts, currency options and futures and currency and interest rate swaps. The aggregate amount of the Vista Portfolio's net currency exposure will not exceed the total net asset value of its portfolio. However, to the extent that the Vista Portfolio is fully invested while also maintaining currency positions, it may be exposed to greater combined risk. The Vista Portfolio will only enter into interest rate and currency swaps on a net basis, i.e., the two payment streams are netted out, with the Vista Portfolio receiving or paying, as the case may be, only the net amount of the two payments. Interest rate and currency swaps do not involve the delivery of securities, the underlying currency, other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate and currency swaps is limited to the net amount of interest or currency payments that the Vista Portfolio is contractually obligated to make. If the other party to an interest rate or currency swap defaults, the Vista Portfolio's risk of loss consists of the net amount of interest or currency payments that the Vista Portfolio is contractually entitled to receive. Since interest rate and currency swaps are individually negotiated, the Vista Portfolio expects to achieve an acceptable degree of correlation between its portfolio investments and their interest rate or currency swap positions. The Vista Portfolio may hold foreign currency received in connection with investments in foreign securities when it would be beneficial to convert such currency into U.S. dollars at a later date, based on anticipated changes in the relevant exchange rate. The Vista Portfolio may purchase or sell without limitation as to a percentage of its assets forward foreign currency exchange contracts when the Vista Portfolio's advisers anticipate that the foreign currency will appreciate or depreciate in value, but securities denominated in that currency do not present attractive investment opportunities and are not held by the Vista Portfolio. In addition, the Vista Portfolio may enter into forward foreign currency exchange contracts in order to protect against adverse changes in future foreign currency exchange rates. The Vista Portfolio may engage in cross-hedging by using forward contracts in one currency to hedge against fluctuations in the value of securities denominated in a different currency if its advisers believe that there is a pattern of correlation between the two currencies. Forward contracts may reduce the potential gain from a positive change in the relationship between the U.S. Dollar and foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for the Vista Portfolio than if it had not entered into such contracts. The use of foreign currency forward contracts will not eliminate fluctuations in the underlying U.S. dollar equivalent value of the prices of or rates of return on the Vista Portfolio's foreign currency denominated portfolio securities and the use of such techniques will subject the Vista Portfolio to certain risks. The matching of the increase in value of a forward contract and the decline in the U.S. dollar equivalent value of the foreign currency denominated asset that is the subject of the hedge generally will not be precise. In addition, the Vista Portfolio may not always be able to enter into foreign currency forward contracts at attractive prices, and this will limit the Vista Portfolio's ability to use such contract to hedge or cross-hedge its assets. Also, with regard to the Vista Portfolio's use of cross-hedges, there can be no assurance that historical correlations between the movement of certain foreign currencies relative to the U.S. dollar will continue. Thus, at any time poor correlation may exist between movements in the exchange rates of the foreign currencies underlying the Vista Portfolio's cross-hedges and the movements in the exchange rates of the foreign currencies in which the Vista Portfolio's assets that are the subject of such cross-hedges are denominated. The Vista Portfolio may enter into interest rate and currency swaps to the maximum allowed limits under applicable law. The Vista Portfolio will typically use interest rate swaps to shorten the effective duration of its portfolio. Interest rate swaps involve the exchange by the Vista Portfolio with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments. Currency swaps involve the exchange of their respective rights to make or receive payments in specified currencies. Mortgage-Related Securities. The Vista Portfolio may purchase mortgage-backed securities-- i.e., securities representing an ownership interest in a pool of mortgage loans issued by lenders such as mortgage bankers, commercial banks and savings and loan associations. Mortgage loans included in the pool--but not the security itself--may be insured by the Government National Mortgage Association or the Federal Housing Administration or guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Veterans Administration, which guarantees are supported only by the discretionary authority of the U.S. Government to purchase the agency's obligations. Mortgage-backed securities provide investors with payments consisting of both interest and principal as the mortgages in the underlying mortgage pools are paid off. Although providing the potential for enhanced returns, mortgage-backed securities can also be volatile and result in unanticipated losses. The average life of a mortgage-backed security is likely to be substantially less than the original maturity of the mortgage pools underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures will usually result in the return of the greater part of the principal invested far in advance of the maturity of the mortgages in the pool. The actual rate of return of a mortgage-backed security may be adversely affected by the prepayment of mortgages included in the mortgage pool underlying the security. In addition, as with callable fixed-income securities generally, if the Vista Portfolio purchased the securities at a premium, sustained early repayment would limit the value of the premium. The Vista Portfolio may also invest in securities representing interests in collateralized mortgage obligations ("CMOs"), real estate mortgage investment conduits ("REMICs") and in pools of certain other asset-backed bonds and mortgage pass-through securities. Like a bond, interest and prepaid principal are paid, in most cases, monthly. CMOs may be collateralized by whole residential or commercial mortgage loans but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by the U.S. Government, or U.S. Government-related entities, and their income streams. CMOs are structured into multiple classes, each bearing a different expected average life and/or stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, are allocated to different classes in accordance with the terms of the instruments, and changes in prepayment rates or assumptions may significantly affect the expected average life and value of a particular class. REMICs include governmental and/or private entities that issue a fixed pool of mortgages secured by an interest in real property. REMICs are similar to CMOs in that they issue multiple classes of securities. REMICs issued by private entities are not U.S. Government securities and are not directly guaranteed by any government agency. They are secured by the underlying collateral of the private issuer. The Vista Portfolio's advisers expect that governmental, government-related or private entities may create mortgage loan pools and other mortgage-related securities offering mortgage pass-through and mortgage-collateralized investments in addition to those described above. The mortgages underlying these securities may include alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may differ from customary long-term fixed-rate mortgages. The Vista Portfolio may also invest in debentures and other securities of real estate investment trusts. As new types of mortgage-related securities are developed and offered to investors, the Funds and Portfolios may consider making investments in such new types of mortgage-related securities. Dollar Rolls. Under a mortgage "dollar roll," the Vista Portfolio sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll period, the Vista Portfolio forgoes principal and interest paid on the mortgage-backed securities. The Vista Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the "drop") as well as by the interest earned on the cash proceeds of the initial sale. The Vista Portfolio may only enter into covered rolls. A "covered roll" is a specific type of dollar roll for which there is an offsetting cash position which matures on or before the forward settlement date of the dollar roll transaction. At the time the Vista Portfolio enters into a mortgage "dollar roll", it will establish a segregated account with its custodian bank in which it will maintain cash or liquid securities equal in value to its obligations in respect of dollar rolls, and accordingly, such dollar rolls will not be considered borrowings. Mortgage dollar rolls involve the risk that the market value of the securities the Vista Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Also, these transactions involve some risk to the Vista Portfolio if the other party should default on its obligation and the Vista Portfolio is delayed or prevented from completing the transaction. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Vista Portfolio's use of proceeds of the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Vista Portfolio's obligation to repurchase the securities. Asset-Backed Securities. The Vista Portfolio may invest in asset-backed securities which represent a participation in, or are secured by and payable from, a stream of payments generated by particular assets, most often a pool of assets similar to one another, such as motor vehicle receivables or credit card receivables. These securities also include conditional sales contracts, equipment lease certificates and equipment trust certificates. The advisers expect that other asset-backed securities (unrelated to mortgage loans) will be offered to investors in the future. Several types of asset-backed securities already exist, including, for example, "Certificates for Automobile ReceivablesSM" or "CARSSM" ("CARS"). CARS represent undivided fractional interests in a trust whose assets consist of a pool of motor vehicle retail installment sales contracts and security interests in the vehicles securing the contracts. Payments of principal and interest on CARS are passed-through monthly to certificate holders, and are guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the trustee or originator of the CARS trust. An investor's return on CARS may be affected by early prepayment of principal on the underlying vehicle sales contracts. If the letter of credit is exhausted, the CARS trust may be prevented from realizing the full amount due on a sales contract because of state law requirements and restrictions relating to foreclosure sales of vehicles and the obtaining of deficiency judgments following such sales or because of depreciation, damage or loss of a vehicle, the application of federal and state bankruptcy and insolvency laws, the failure of servicers to take appropriate steps to perfect the CARS trust's rights in the underlying loans and the servicer's sale of such loans to bona fide purchasers, giving rise to interests in such loans superior to those of the CARS trust, or other factors. As a result, certificate holders may experience delays in payments or losses if the letter of credit is exhausted. The Vista Portfolio also may invest in other types of asset-backed securities. In the selection of other asset-backed securities, the advisers will attempt to assess the liquidity of the security giving consideration to the nature of the security, the frequency of trading in the security, the number of dealers making a market in the security and the overall nature of the marketplace for the security. Structured Products. The Vista Portfolio may invest in interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of certain other investments. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, or specified instruments (such as commercial bank loans) and the issuance by that entity of one or more classes of securities ("structured products") backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured products to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to structured products is dependent on the extent of the cash flow on the underlying instruments. The Vista Portfolio may invest in structured products which represent derived investment positions based on relationships among different markets or asset classes. The Vista Portfolio may also invest in other types of structured products, including, among others, inverse floaters, spread trades and notes linked by a formula to the price of an underlying instrument. Inverse floaters have coupon rates that vary inversely at a multiple of a designated floating rate (which typically is determined by reference to an index rate, but may also be determined through a dutch auction or a remarketing agent or by reference to another security) (the "reference rate"). As an example, inverse floaters may constitute a class of CMOs with a coupon rate that moves inversely to a designated index, such as LIBOR (London Interbank Offered Rate) or the Cost of Funds Index. Any rise in the reference rate of an inverse floater (as a consequence of an increase in interest rates) causes a drop in the coupon rate while any drop in the reference rate of an inverse floater causes an increase in the coupon rate. A spread trade is an investment position relating to a difference in the prices or interest rates of two securities where the value of the investment position is determined by movements in the difference between the prices or interest rates, as the case may be, of the respective securities. When the Vista Portfolio invests in notes linked to the price of an underlying instrument, the price of the underlying security is determined by a multiple (based on a formula) of the price of such underlying security. A structured product may be considered to be leveraged to the extent its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. Because they are linked to their underlying markets or securities, investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or security. Total return on the structured product is derived by linking return to one or more characteristics of the underlying instrument. Because certain structured products of the type in which the Vista Portfolio may invest may involve no credit enhancement, the credit risk of those structured products generally would be equivalent to that of the underlying instruments. The Vista Portfolio may invest in a class of structured products that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured products typically have higher yields and present greater risks than unsubordinated structured products. Although the Vista Portfolio's purchase of subordinated structured products would have similar economic effect to that of borrowing against the underlying securities, the purchase will not be deemed to be leverage for purposes of the Vista Portfolio's fundamental investment limitation related to borrowing and leverage. Certain issuers of structured products may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Vista Portfolio's investments in these structured products may be limited by the restrictions contained in the 1940 Act. Structured products are typically sold in private placement transactions, and there currently is no active trading market for structured products. As a result, certain structured products in which the Vista Portfolio invests may be deemed illiquid and subject to its limitation on illiquid investments. Investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or security. In addition, because structured products are typically sold in private placement transactions, there currently is no active trading market for structured products. Additional Restrictions on the Use of Futures and Option Contracts. The Vista Portfolio is not a "commodity pool" (i.e., a pooled investment vehicle which trades in commodity futures contracts and options thereon and the operator of which is registered with the CFTC) and futures contracts and futures options will be purchased, sold or entered into only for bona fide hedging purposes, provided that the Vista Portfolio may enter into such transactions for purposes other than bona fide hedging if, immediately thereafter, the sum of the amount of its initial margin and premiums on open contracts and options would not exceed 5% of the liquidation value of the Vista Portfolio's portfolio, provided, further, that, in the case of an option that is in-the-money, the in-the-money amount may be excluded in calculating the 5% limitation. When the Vista Portfolio purchases a futures contract, an amount of cash or cash equivalents or liquid securities will be deposited in a segregated account with the Vista Portfolio's custodian or sub-custodian so that the amount so segregated, plus the initial deposit and variation margin held in the account of its broker, will at all times equal the value of the futures contract, thereby insuring that the use of such futures is unleveraged. MANAGEMENT OF THE FUND The Fund The Fund is governed by the Board of Directors. The Board is responsible for overall management of the Fund's business affairs. The Directors meet at least 4times during the year to, among other things, oversee the Fund's activities, review contractual arrangements with companies that provide services to the Fund, and review performance. Directors and Officers The directors and executive officers of the Fund, their ages, position(s) with the Fund, andtheir principal occupations during the last five years (or as otherwise indicated) are set forth below. The business address of each director and officer is 8515 East Orchard Road, Englewood, Colorado 80111 (unless otherwise indicated). Those directors and officers who are "interested persons" (as defined in the Investment Company Act of 1940, as amended) by virtue of their affiliation with either the Fund or GW Capital are indicated by an asterisk (*). Rex Jennings (74), Director; President Emeritus, Denver Metro Chamber of Commerce. Richard P. Koeppe (67), Director; Retired Superintendent, Denver Public Schools. *DouglasL. Wooden (43), Director; Manager, GW Capital Management; Executive Vice President, Financial Services, Great-West, GWL&A and First Great-West Life & Annuity Insurance Company; Director, Chairman, President and Chief Executive Officer, Orchard Trust Company; Director, Orchard Series Fund, Great-West Variable Annuity Account A, Financial Administrative Services Corporation, Orchard Capital Management, LLC and Orchard Trust Company. *James D. Motz (50), Chairman and President; Manager, GW Capital Management; Executive Vice President, Employee Benefits, Great-West, GWL&A and First Great-West Life & Annuity Insurance Company; Vice Chairman and Chief Executive Officer, Alta Health & Life Insurance Company; Director, President and Chairman, Orchard Series Fund and Great-West Variable Annuity Account A; Chairman and President, One Corporation and Great-West Benefit Services, Inc.; Director and Executive Vice President, Orchard Trust Company; Director, Financial Administrative Services Corporation, Orchard Capital Management, LLC, One Health Plan of Illinois, Inc., One Health Plan of Texas, Inc., One Health Plan of California, Inc., One Health Plan of Colorado, Inc., One Health Plan of North Carolina, Inc., One Health Plan of Washington, Inc., One Health Plan of Ohio, Inc., One Health Plan of Tennessee, Inc., One Health Plan of Florida, Inc., One Health Plan of Indiana, Inc., One Health Plan of Massachusetts, Inc., One Health Plan, Inc., One Health Plan of Alaska, Inc., One Health Plan of Arizona, Inc., One Health Plan of Maine, Inc., One Health Plan of Nevada, Inc., One Health Plan of New Hampshire, Inc., One Health Plan of New Jersey, Inc., One Health Plan of South Carolina, Inc., One Health Plan of Wisconsin, Inc., One Health Plan of Wyoming, Inc. Sanford Zisman (59), Director; Attorney, Zisman & Ingraham, P.C. *David G. McLeod (36), Treasurer; Treasurer, GW Capital Management; Vice President, Investment Operations, Great-West, GWL&A, First Great-West Life & Annuity Insurance Company, Orchard Trust Company, National Plan Coordinators of Delaware, Inc., Renco, Inc., P.C. Enrollment Services & Insurance & Brokerage, Inc., National Plan Coordinators of Washington, Inc., National Plan Coordinators of Ohio, Inc. Deferred Comp of Michigan, Inc., and Financial Administrative Services Corporation; Treasurer, Orchard Series Fund, Great-West Variable Annuity Account A and Orchard Capital Management, LLC; Director, BenefitsCorp Equities, Inc., NPC Securities, Inc. and Greenwood Investments, Inc. *Bruce Hatcher (35), Assistant Treasurer, Manager, Investment Company Administration (1998 - present); Associate Manager, Separate Account Administration (1993-1998). *Beverly A. Byrne (44), Secretary; Assistant Vice President and Associate Counsel, Great-West; Assistant Vice President, Associate Counsel and Assistant Secretary, GWL&A, GWL&A Financial Inc., First Great-West Life & Annuity Insurance Company and Alta Health & Life Insurance Company; Assistant Vice President, Associate Counsel and Secretary, Financial Administrative Services Corporation; Secretary, GW Capital Management; Secretary, One Orchard Equities, Inc., Greenwood Investments, Inc., BenefitsCorp Equities, Inc., Benefits Communication Corporation, Orchard Capital Management, LLC, National Plan Coordinators of Delaware, Inc., NPC Securities, Inc., NPC Administrative Services Corporation, Renco, Inc., Deferred Comp of Michigan, Inc., National Plan Coordinators of Washington, Inc., National Plan Coordinators of Ohio, Inc., P.C. Enrollment Services & Insurance Brokerage, Inc., Great-West Benefit Services, Inc., Great-West Variable Annuity Account A, and Orchard Series Fund. Compensation The Fund pays no salaries or compensation to any of its officers or directors affiliated with GW Capital or its affiliates. The chart below sets forth the annual fees paid or expected to be paid to the non-interested directors and certain other information. - ------------------------- ----------------------- ----------------------- ----------------------- R.P. Koeppe, Director R. Jennings, Director S. Zisman, Director - ------------------------- ----------------------- ----------------------- ----------------------- - ------------------------- ----------------------- ----------------------- ----------------------- Compensation Received from the Fund ---------------------- $ 11,000 $ 11,000 $ 11,000 - ------------------------- ----------------------- ----------------------- ----------------------- - ------------------------- ----------------------- ----------------------- ----------------------- Pension or Retirement Benefits Accrued as $ $ $ Fund Expense - ------------------------- ----------------------- ----------------------- ----------------------- - ------------------------- ----------------------- ----------------------- ----------------------- Total Compensation 18,000 18,000 Received from the Fund $ 16,000 and All Affiliated Funds* - ------------------------- ----------------------- ----------------------- -----------------------
* As of October 31, 1999 there were forty-one funds for which the directors serve as Directors or Trustees, of which thirty-six are portfolios of the Fund. The total compensation paid is comprised of the amount estimated to be paid during the Fund's current fiscal year by the Fund and its affiliated investment companies. Ownership of the Fund All of the shares of the Portfolio are owned by FutureFunds II Series Account, a separate account of Great-West Life & Annuity Insurance Company. INVESTMENT ADVISORY SERVICES Investment Adviser GW Capital is a Colorado limited liability company, located at 8515 East Orchard Road, Englewood, Colorado 80111, and serves as the investment adviser to the Fund pursuant to an Investment Advisory Agreement dated April 1, 1982. GW Capital is a wholly owned subsidiary of GWL&A which is an indirect wholly owned indirect subsidiary of The Great-West Life Assurance Company ("Great-West"), a Canadian stock life insurance company. Great-West is a 100% owned subsidiary of Great-West Lifeco Inc., which in turn is an 80.9% subsidiary of Power Financial Corporation, Montreal, Quebec. Power Corporation of Canada, a holding and management company has voting control of Power Financial Corporation. Mr. Paul Desmarais, and his associates, a group of private holding companies, have voting control of Power Corporation of Canada. Investment Advisory Agreement The Investment Advisory Agreement became effective April 1, 1982 and was most recently approved July 26, 1999. As approved, the Agreement will remain in effect until April 1, 2000, and will continue in effect from year to year if approved annually (a) by the Board of Directors of the Fund or by a majority of the outstanding shares of the Fund, including a majority of the outstanding shares of each portfolio, and (b) by a majority of the Directors who are not parties to such contract or interested persons of any such party. Any amendment to the Agreement becomes effective with respect to a Portfolio upon approval by a vote of a majority of the voting securities of the specific Portfolio. The agreement is not assignable and may be terminated without penalty with respect to any Portfolio either by the Board of Directors or by vote of a majority of the outstanding voting securities of such Portfolio or by GW Capital, each on 60 days' written notice to the other party. Under the terms of the investment advisory agreement with the Fund, GW Capital acts as investment adviser and, subject to the supervision of the Board of Directors, directs the investments of the Fund in accordance with each portfolio's investment objective, policies and limitations. GW Capital also provides the Fund with all necessary office facilities and personnel for servicing the portfolios' investments, compensates all officers of the Fund and all Directors who are "interested persons" of the Fund or of GW Capital, and all personnel of the Fund or GW Capital performing services relating to research, statistical and investment activities. In addition, GW Capital, subject to the supervision of the Board of Directors, provides the management and administrative services necessary for the operation of the Fund. These services include providing facilities for maintaining the fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the portfolios; preparing all general shareholder communications and conducting shareholder relations; maintaining the Fund's records and the registration of the Fund's shares under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the Fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Directors. Management Fees The Portfolio pays a management fee to GW Capital for managing its investments and business affairs. GW Capital is paid monthly at an annual rate of 0.53% of the Portfolio's average net assets. For the period of November 1 to October 31 for the fiscal years 1997, 1998, and 1999, GW Capital was paid $597,408, $832,302, and $844,629, respectively, for the services it provided to the Portfolio. The Vista Portfolio Trustees and Officers The Trustees and officers and their principal occupations for at least the past five years are set forth below. Their titles may have varied during that period. Asterisks indicate those Trustees and officers that are "interested persons" (as defined in the 1940 Act). FERGUS REID, III - Chairman and Trustee. Chairman and Chief Executive Officer, Lumelite Corporation, since September 1985; Trustee, Morgan Stanley Funds. Address: 202 June Road, Stamford, Connecticut 06903. Age: 67 H. RICHARD VARTABEDIAN* - Trustee and President. Investment Management Consultant, formerly, Senior Investment Officer, Division Executive of the Investment Management Division of The Chase Manhattan Bank, N.A., 1980 through 1991. Address: P.O. Box 296, Beach Road, Hendrick's Head, Southport, Maine 04576. Age: 64 WILLIAM J. ARMSTRONG - Trustee. Vice President and Treasurer, Ingersoll-Rand Company. Address: 49 Aspen Way, Upper Saddle River, New Jersey 07458; Age: 58 JOHN R.H. BLUM - Trustee. Attorney in private practice; formerly partner in the law firm of Richards, O'Neil & Allegaert; Commissioner of Agriculture, State of Connecticut 1992-1995. Address: 322 Main Street, Lakeville, Connecticut 06039; Age: 70 STUART W. CRAGIN, JR. - Trustee. Retired; formerly, President, Fairfield Testing Laboratory, Inc. He has previously served in a variety of marketing, manufacturing and general management positions with Union Camp Corp., Trinity Paper & Plastics Corp., and Conover Industries. Address: 108 Valley Road, Cos Cob, Connecticut 06807. Age: 66 ROLAND R. EPPLEY, JR. - Trustee. Retired; formerly President and Chief Executive Officer, Eastern States Bankcard Association Inc. (1971-1988); Director, Janel Hydraulics, Inc.; formerly Director of The Hanover Funds, Inc. Address: 105 Coventry Place, Palm Beach Gardens, Florida 33418; Age: 67 JOSEPH J. HARKINS* - Trustee. Retired; Commercial Sector Executive and Executive Vice President of The Chase Manhattan Bank, N.A. from 1985 through 1989. He was employed by Chase in numerous capacities as an officer from 1954 through 1989. Director of Blessings Corporation, Jefferson Insurance Company of New York, Monticello Insurance Company and National. Address: 257 Plantation Circle South, Ponte Verde Beach, Florida 32082; Age: 68 SARAH JONES* - Trustee. President and Chief Operating Officer of Chase Mutual Funds Corp.; formerly Managing Director for the Global Asset Management and Private Banking Division of The Chase Manhattan Bank. Address: One Chase Manhattan Plaza, 3rd Fl., New York, NY 10081; Age: 48 W.D. MACCALLAN - Trustee. Director of The Adams Express Co. and Petroleum & Resources Corp.; formerly Chairman of the Board and Chief Executive Officer of The Adams Express Co. and Petroleum & Resources Corp.; formerly Director of The Hanover Funds, Inc. and The Hanover Investment Funds, Inc. Address: 624 East 45th Street Savannah, Georgia 31405; Age: 72 W. PERRY NEFF - Trustee. Independent Financial Consultant; Director of North America Life Assurance Co., Petroleum & Resources Corp. and The Adams Express Co.; formerly Director and Chairman of The Hanover Funds Inc.; formerly Director, Chairman and President of The Hanover Investments Funds Inc. Address: RR 1 Box 102, Weston, Vermont 05181; Age: 72 LEONARD M. SPALDING, JR.* - Trustee. Executive Vice President and Chief Executive Officer for Chase Mutual Funds, Corp.; President and Chief Executive Officer of Vista Capital Management; formerly Chief Investment Executive of The Chase Manhattan Private Bank. Address: 2025 Lincoln Park Road, Springfield, KY 40069; Age: 64 DR. RICHARD E. TEN HAKEN - Trustee. Former District Superintendent of Schools, Monroe No.2 and Orleans Counties, New York; Chairman of the Board and President, New York State Teachers' Retirement System. Address: 4 Barnfield Road, Pittsfield, New York 14534. Age: 65 IRVING L. THODE - Trustee. Retired; formerly Vice President of Quotron Systems. He has previously served in a number of executive positions with Control Data Corp., including President of its Latin American Operations, and General Manager of its Data Services business. Address: 80 Perkins Road, Greenwich, Connecticut 06830. Age: 69 MARTIN R. DEAN - Treasurer. Associate Director, accounting Services, BISYS Fund Services; formerly Senior Manager, KPMG Peat Marwick (1987-1994). Address: 3435 Stelzer Road, Columbus, OH 43219. Age: 35 LEE SCHULTHEIS - Assitant Treasurer and Assistant Secretary. President, BISYS Fund Distributors; formerly Managing Director, Forum Financial Group. Address: One Chase Manhattan Plaza, Third Floor, New York, New York 10081. Age: 43 RICHARD BAXT - Secretary, Senior Vice President, Client Services, BISYS Fund Services; formerly General Manager of Investment and Insurance, First Fidelity Bank, President of First Fidelity Brokers, and President of Citicorp Investment Services. Address: 125 W. 55th Street, New York, NY 10019. Age 46 VICKY M. HAYES - Assistant Secretary. Vice President and Global Marketing Manager, Vista Fund Distributors, Inc.; formerly Assistant Vice President, Alliance Capital Management and held various positions with J. & W. Seligman & Co. Address: One Chase Manhattan Plaza, 3rd Fl., New York, NY 10081. Age 38 ALAINA METZ - Assistant Secretary. Chief Administrative Officer, BISYS Fund Services; formerly Supervisor, Blue Sky Deprartment, Alliance Capital Management, L.P. Address 3435 Stelzer Road, Columbus, OH 43219. Age 32 * Interested person as defined under the 1940 Act. Mr. Reid is not an interested person of the Vista Portfolio's investment advisor or principal underwriter, but may be deemed an interested person of the Vista Portfolio solely by reason of being an officer of the Vista Portfolio. The Board of Trustees of the Trust presently has an Audit Committee. The members of the Audit Committee are Messrs. Ten Haken (Chairman), Armstrong, Eppley, MacCallan and Thode. The function of the Audit Committee is to recommend independent auditors and monitor accounting and financial matters. The Audit Committee met two times during the fiscal year ended October 31, 1999. The board of Trustees has established an Investment Committee. The members of the Investment Committee are Messrs. Vartabedian (President), Reid and Spalding. The function of the Investment Committee is to review the investment management process of the Vista Portfolio. The Trustees and officers of the Vista Portfolio appearing above also serve in the same capacities with respect to Mutual Fund Group, Mutual Fund Trust, Mutual Fund Variable Annuity Trust, Mutual Fund Select Group, Mutual Fund Select Trust, Capital Growth Portfolio and International Equity Portfolio. Investment Adviser of Vista Portfolio The Chase Manhattan Bank ("Chase") is a New York bank, located at 270 Park Avenue, New York, New York 10017, and serves as the investment adviser of the Vista Portfolio pursuant to an investment advisory agreement, dated May 6, 1996. Chase is a commercial bank and a wholly-owned subsidiary of The Chase Manhattan Corporation, a registered bank holding company. Subject to policies of the Board of Trustees, Chase makes investment decisions for the Vista Portfolio. Chase also provides the Vista Portfolio with such investment advice and supervision as it deems necessary for the proper supervision of the portfolio's investments. Chase provides investment programs and determines what securities shall be purchased, sold or exchanged and what portion the Vista Portfolio's assets shall be held uninvested. Chase furnishes, at its own expense, all services, facilities and personnel necessary in connection with managing the investments and effecting portfolio transactions for Vista Portfolio. The advisory agreement for Vista Portfolio will continue in effect from year to year if approved annually by the Board of Trustees or by vote of a majority of the outstanding voting securities of Vista Portfolio and, by a majority of the Trustees who are not parties to the contract or interested persons of any such party. Sub-Advisor Chase has entered into an investment sub-advisory agreement dated as of May 6, 1996 with Chase Asset Management, Inc. ("CAM"). CAM is located at 1211 Avenue of the Americas, New York, NY 10036. CAM makes decisions concerning, and places all orders for, purchases and sales of securities and helps maintain the records relating to such purchases and sales with respect to the day-to-day management of the Vista Portfolio CAM is a wholly-owned operating subsidiary of Chase. CAM is registered with the Securities and Exchange Commission as an investment adviser and provides discretionary investment advisory services to institutional clients, and the same individuals who serve as portfolio managers for CAM also serve as portfolio managers for Chase. The advisory and sub advisory agreements are terminable without penalty by the Vista Portfolio. No penalty will apply if the Vista Portfolio provides not more than 60 days, nor less than 30 days, written notice authorized either by a majority vote of the investors or a vote of a majority of the Board of Trustees. The agreements are also terminable without penalty by Chase or CAM. No penalty will apply if Chase or CAM provides not more than 60 days, nor less than 30 days, written notice. The agreements will automatically terminate in the event of its "assignment" (as defined in the 1940 Act). The advisory agreements provide that Chase and/or CAM shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission. This limitation will not apply for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties. Under the Advisory Agreement, Chase may utilize the specialized portfolio skills of all its various affiliates, thereby providing greater opportunities and flexibility in accessing investment expertise. Principal Underwriter The Fund has entered into a principal underwriting agreement with One Orchard, 8515 East Orchard Road, Englewood, Colorado 80111, an affiliate of the Fund. One Orchard is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. ("NASD"). The principal underwriting agreement calls for One Orchard to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the Fund, which are continuously offered at net asset value. Advisory Fees of Vista Portfolio In consideration of the services provided by Chase pursuant to the advisory agreement with Vista Portfolio, Chase will receive an investment advisory fee computed and paid monthly based on an annual rate equal to 0.40% of the average daily net assets. However, Chase may voluntarily agree to waive a portion of the fees payable to it on a month-to-month basis. Out of its advisory fees, Chase pays CAM a sub-advisory fee computed and paid monthly based on an annual rate equal to 0.20% of the average daily net assets. In consideration of the services Chase provides pursuant to an administration agreement, Chase receives a fee computed and paid monthly at an annual rate equal to 0.05% of the average daily net assets. Chase may voluntarily waive a portion of the fees payable to it with respect to the Vista Portfolio on a month-to-month basis. For the fiscal years 1997, 1998, and 1999, Chase was paid $11,112,601, $12,783,768, and $12,834,972 respectively for the services it provided to the Vista Portfolio. From this amount, CAM was paid $5,556,300, $6,391,884, and $6,417,486, respectively, for the services it provided. Portfolio Transactions and Brokerage Allocation Because the Portfolio invests all of its assets in the Vista Portfolio, the information listed below on portfolio transactions and brokerage allocation is based upon the actions of the Vista Portfolio. Specific decisions to purchase or sell securities for the Vista Portfolio are made by a portfolio manager who is an employee of Chase or CAM to the Vista Portfolio and who is appointed and supervised by senior officers of Chase or CAM. Changes in the Vista Portfolio's investments are reviewed by the Board of Trustees of the Vista Portfolio. The portfolio managers may serve other clients of the advisers in a similar capacity. The frequency of the Vista Portfolio's portfolio transactions--the portfolio turnover rate--will vary from year to year depending upon market conditions. Because a high turnover rate may increase transaction costs and the possibility of taxable short-term gains, the advisers will weigh the added costs of short-term investment against anticipated gains. The Vista Portfolio will engage in portfolio trading if its advisers believe a transaction, net of costs (including custodian charges), will help it achieve its investment objective. The Vista Portfolio applies this policy with respect to both the equity and debt portions of its portfolio. The portfolio turnover rates for the Vista Portfolio for the fiscal years ended October 31, 1997, 1998, and 1999, were 65%, 113%, and 125%, respectively. Under the advisory agreement and the sub-advisory agreement, Chase and CAM use their best efforts to seek to execute portfolio transactions at prices which, under the circumstances, result in total costs or proceeds being the most favorable to the Vista Portfolio. In assessing the best overall terms available for any transaction, Chase and CAM consider all factors they deem relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, research services provided to Chase or CAMs, and the reasonableness of the commissions, if any, both for the specific transaction and on a continuing basis. The Vista Portfolio's adviser and sub-adviser are not required to obtain the lowest commission or the best net price for the Vista Portfolio on any particular transaction, and are not required to execute any order in a fashion either preferential to the Vista Portfolio relative to other accounts they manage or otherwise materially adverse to such other accounts. Debt securities are traded principally in the over-the-counter market through dealers acting on their own account and not as brokers. In the case of securities traded in the over-the-counter market (where no stated commissions are paid but the prices include a dealer's markup or markdown), the Vista Portfolio's adviser or sub-adviser normally seeks to deal directly with the primary market makers unless, in its opinion, best execution is available elsewhere. In the case of securities purchased from underwriters, the cost of such securities generally includes a fixed underwriting commission or concession. From time to time, soliciting dealer fees are available to Chase or CAM on the tender of the Vista Portfolio's portfolio securities in so-called tender or exchange offers. Such soliciting dealer fees are in effect recaptured for the Vista Portfolio by Chase and CAM. At present, no other recapture arrangements are in effect. Under the advisory and sub-advisory agreements and as permitted by Section 28(e) of the Securities Exchange Act of 1934, Chase or CAM may cause the Vista Portfolio to pay a broker-dealer which provides brokerage and research services to Chase or CAM, the Vista Portfolio and/or other accounts for which they exercise investment discretion an amount of commission for effecting a securities transaction for the Vista Portfolio in excess of the amount other broker-dealers would have charged for the transaction if they determine in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or their overall responsibilities to accounts over which they exercise investment discretion. Not all of such services are useful or of value in advising the Vista Portfolio. Chase and CAM report to the Board of Trustees regarding overall commissions paid by the Vista Portfolio and their reasonableness in relation to the benefits to the Vista Portfolio. The term "brokerage and research services" includes advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or of purchasers or sellers of securities, furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts, and effecting securities transactions and performing functions incidental thereto such as clearance and settlement. The management fees that the Vista Portfolio pays to Chase will not be reduced as a consequence of Chase's or CAM's receipt of brokerage and research services. To the extent the Vista Portfolio's portfolio transactions are used to obtain such services, the brokerage commissions paid by the Vista Portfolio will exceed those that might otherwise be paid by an amount which cannot be presently determined. Such services generally would be useful and of value to Chase or CAMs in serving one or more of their other clients and, conversely, such services obtained by the placement of brokerage business of other clients generally would be useful to Chase and CAM in carrying out their obligations to the Vista Portfolio. While such services are not expected to reduce the expenses of Chase or CAMs, Chase would, through use of the services, avoid the additional expenses which would be incurred if they should attempt to develop comparable information through their own staffs. In certain instances, there may be securities that are suitable for one or more of the Vista Portfolio as well as one or more of Chase's or CAM's other clients. Investment decisions for the Vista Portfolio and for other clients are made with a view to achieving their respective investment objectives. It may develop that the same investment decision is made for more than one client or that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more portfolios or other clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Vista Portfolio are concerned. However, it is believed that the ability of the Vista Portfolio to participate in volume transactions will generally produce better executions for the Vista Portfolio. No portfolio transactions are executed with Chase or CAM or a Vista Portfolio shareholder servicing agent, or with any affiliate of Chase or CAM or a Vista Portfolio shareholder servicing agent, acting either as principal or as broker. PURCHASE, REDEMPTION AND PRICING OF SHARES Purchase and Redemption of Shares. The Prospectus describes how shares of the Portfolio may be purchased and redeemed. That disclosure is incorporated by reference into this SAI. Please read the Prospectus carefully. Pricing of Shares. The net asset value of the Portfolio is determined in the manner described in the Prospectus. The Portfolio invests all of its assets in the Vista Portfolio which values its shares as also described in the Prospectus. INVESTMENT PERFORMANCE Standardized Average Annual Total Return Quotations. Average annual total return quotations for shares of the Portfolio are computed by finding the average annual compounded rates of return that would cause a hypothetical investment made on the first day of a designated period to equal the ending redeemable value of such hypothetical investment on the last day of the designated period in accordance with the following formula: P(I+T)n = ERV Where: P = a hypothetical initial payment of $1,000 T = average annual total return n = number of years ERV = ending redeemable value of the hypothetical $1,000 initial payment made at the beginning of the designated period (or fractional portion thereof) The computation above assumes that all dividends and distributions made by the Portfolio are reinvested at net asset value during the designated period. The average annual total return quotation is determined to the nearest 1/100 of 1%. One of the primary methods used to measure performance is "total return." Total return will normally represent the percentage change in value of the Portfolio, or of a hypothetical investment in the Portfolio, over any period up to the lifetime of the Portfolio. Unless otherwise indicated, total return calculations will usually assume the reinvestment of all dividends and capital gains distributions and will be expressed as a percentage increase or decrease from an initial value, for the entire period or for one or more specified periods within the entire period. Total return percentages for periods longer than one year will usually be accompanied by total return percentages for each year within the period and/or by the average annual compounded total return for the period. The income and capital components of a given return may be separated and portrayed in a variety of ways in order to illustrate their relative significance. Performance may also be portrayed in terms of cash or investment values, without percentages. Past performance cannot guarantee any particular result. In determining the average annual total return (calculated as provided above), recurring fees, if any, that are charged to all shareholder accounts are taken into consideration. The Portfolio's average annual total return quotations and yield quotations as they may appear in the Prospectus, this Statement of Additional Information or in advertising are calculated by standard methods prescribed by the SEC. The Portfolio may also publish its distribution rate and/or its effective distribution rate. The Portfolio's distribution rate is computed by dividing the most recent monthly distribution per share annualized, by the current net asset value per share. The Portfolio's effective distribution rate is computed by dividing the distribution rate by the ratio used to annualize the most recent monthly distribution and reinvesting the resulting amount for a full year on the basis of such ratio. The effective distribution rate will be higher than the distribution rate because of the compounding effect of the assumed reinvestment. The Portfolio's yield is calculated using a standardized formula. The income component of the formula is computed from the yields to maturity of all debt obligations held by the Portfolio based on prescribed methods (with all purchases and sales of securities during such period included in the income calculation on a settlement date basis). The distribution rate on the other hand is based on the Portfolio's last monthly distribution. The Portfolio's monthly distribution tends to be relatively stable and may be more or less than the amount of net investment income and short- term capital gain actually earned by the Portfolio during the month. Other data that may be advertised or published about the Portfolio include the average portfolio quality, the average portfolio maturity and the average portfolio duration. Standardized Yield Quotations. The yield of the Portfolio is computed by dividing the Portfolio's net investment income per share during a base period of 30 days, or one month, by the maximum offering price per share on the last day of such base period in accordance with the following formula: 2[( a - b + 1 )6 - 1 ] ----- (cd) Where: a = net investment income earned during the period b = net expenses accrued for the period c = the average daily number of shares outstanding during the period that were entitled to receive dividends d = the maximum offering price per share on the last day of the period Net investment income will be determined in accordance with rules established by the SEC. Calculation of Total Return. Total return is a measure of the change in value of an investment in the Portfolio over the time period covered. In calculating total return, any dividends or capital gains distributions are assumed to have been reinvested in the Portfolio immediately rather than paid to the investor in cash. The formula for total return includes four steps (1) adding to the total number of shares purchased by a hypothetical $1,000 investment in the Portfolio all additional shares which would have been purchased if all dividends and distributions paid or distributed during the period had been immediately reinvested; (2) calculating the value of they hypothetical initial investment of $1,000 as of the end of the period by multiplying the total number of shares owned at the end of the period by the net asset value per share on the last trading day of the period; (3) assuming redemption at the end of the period and deducting any applicable contingent deferred sales charge; and (4) dividing this account value for the hypothetical investor by the initial $1,000 investment. Total return will be calculated for one year, five years and ten years or some other relevant periods if the Portfolio has not been in existence for at least ten years. FORMULA: P(1+T) to the power of N = ERV - ------- WHERE: T = Average annual total return - ----- N = The number of years including portions of years where applicable for which the performance is being measured ERV = Ending redeemable value of a hypothetical $1,000 payment made at the inception of the portfolio P = Opening redeemable value of a hypothetical $1,000 payment made at the inception of the portfolio The above formula can be restated to solve for T as follows: T = [(ERV/P) to the power of 1/N]-1 Performance Comparisons Performance information contained in reports to shareholders, advertisement, and other promotional materials may be compared to that of various unmanaged indices. These indices may assume the reinvestment of dividends, but generally do not reflect deductions for operating expenses. Advertisements quoting performance rankings of the Portfolio as measured by financial publications or by independent organizations such as Lipper Analytical Services, Inc. and Morning Star, Inc., and advertisements presenting the Portfolio's the historical performance, may form time to time be sent to investors or placed in newspapers and magazines such as The New York Times, The Wall Street Journal, Barons, Investor's Daily, Money Magazine, Changing Times, Business Week and Forbes or any other media on behalf of the Portfolio. DIVIDENDS, DISTRIBUTIONS AND TAXES The following is only a summary of certain tax considerations generally affecting the Portfolio and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and this discussion is not intended as a substitute for careful tax planning. Qualification as a Regulated Investment Company The Internal Revenue Code of 1986, as amended (the "Code"), provides that each investment portfolio of a series investment company is to be treated as a separate corporation. Accordingly, the Portfolio will seek to be taxed as a regulated investment company ("RIC") under Subchapter M of the Code. As an RIC, the Portfolio will not be subject to federal income tax on the portion of its net investment income (i.e., its taxable interest, dividends and other taxable ordinary income, net of expenses) and net realized capital gain (i.e., the excess of capital gains over capital losses) that it distributes to shareholders, provided that it distributes at least 90% of its investment company taxable income (i.e., net investment income and the excess of net short-term capital gain over net long-term capital loss) and at least 90% of its tax-exempt income (net of expenses allocable thereto) for the taxable year (the "Distribution Requirement"), and satisfies certain other requirements of the Code that are described below. The Portfolio will be subject to tax at regular corporate rates on any income or gains that it does not distribute. Distributions by a fund made during the taxable year or, under specified circumstances, within one month after the close of the taxable year, will be considered distributions of income and gains of the taxable year and can therefore satisfy the Distribution Requirement. In addition to satisfying the Distribution Requirement, the Portfolio must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies (to the extent such currency gains are ancillary to the Portfolio's principal business of investing in stock and securities) and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities, currencies (the "Income Requirement"). Certain debt securities purchased by the Portfolio (such as zero-coupon bonds) may be treated for federal income tax purposes as having original issue discount. Original issue discount, generally defined as the excess of the stated redemption price at maturity over the issue price, is treated as interest for Federal income tax purposes. Whether or not the Portfolio actually receives cash, it is deemed to have earned original issue discount income that is subject to the distribution requirements of the Code. Generally, the amount of original issue discount included in the income of the Portfolio each year is determined on the basis of a constant yield to maturity that takes into account the compounding of accrued interest. In addition, the Portfolio may purchase debt securities at a discount that exceeds any original issue discount that remained on the securities at the time the Portfolio purchased the securities. This additional discount represents market discount for income tax purposes. Treatment of market discount varies depending upon the maturity of the debt security and the date on which it was issued. For a debt security issued after July 18, 1984 having a fixed maturity date or more than six months from the date of issue and having market discount, the gain realized on disposition will be treated as interest to the extent it does not exceed the accrued market discount on the security (unless the Portfolio elects for all its debt securities having a fixed maturity date or more than one year from the date of issue to include market discount in income in taxable years to which it is attributable). Generally, market discount accrues on a daily basis. For any debt security issued on or before July 18, 1984 (unless the Portfolio makes the election to include market discount in income currently), or any debt security having a fixed maturity date of not more than six months from the date of issue, the gain realized on disposition will be characterized as long-term or short-term capital gain depending on the period the Portfolio held the security. The Portfolio may be required to capitalize, rather than deduct currently, part of all of any net direct interest expense on indebtedness incurred or continued to purchase or carry any debt security having market discount (unless the Portfolio makes the election to include market discount in income currently). If for any taxable year the Portfolio does not qualify as an RIC, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions will be taxable as ordinary dividends to the extent of the current and accumulated earnings and profits of the Portfolio. In such event, such distributions generally will be eligible for the dividends-received deductions in the case of corporate shareholders. If the Portfolio were to fail to qualify as an RIC for one or more taxable years, the Portfolio could then qualify (or requalify) as an RIC for the subsequent taxable year only if the Portfolio had distributed to the Portfolio's shareholders a taxable dividend equal to the full amount of any earnings or profits (less the interest charge mentioned below, if applicable) attributable to such period. The Portfolio might also be required to pay to the U.S. Internal Revenue Service interest on 50% of such accumulated earnings and profits. In addition, pursuant to the Code and an interpretative notice issued by the IRS, if the Portfolio should fail to qualify as an RIC and should thereafter seek to requalify as an RIC, the Portfolio may be subject to tax on the excess (if any) of the fair market of the Portfolio's assets over the Portfolio's basis in such assets, as of the day immediately before the first taxable year for which the Portfolio seeks to requalify as an RIC. If the Portfolio determines that the Portfolio will not qualify as an RIC under Subchapter M of the Code, the Portfolio will establish procedures to reflect the anticipated tax liability in the Portfolio's net asset value. Excise Tax on Regulated Investment Companies A 4% non-deductible excise tax is imposed on RICs that fail to distribute in each calendar year an amount equal to 98% of ordinary taxable income for the calendar year and 98% of capital gain net income for the one-year period ended on October 31 of such calendar year. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a n RIC is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. U.S. Treasury regulations may permit a regulated investment company, in determining its investment company taxable income and undistributed net capital for any taxable year, to treat any capital loss incurred after October 31 as if it had been incurred in the succeeding year. For purposes of the excise tax, a regulated investment company may: (i) reduce its capital gain net income by the amount of any net ordinary loss for any calendar year; and (ii) exclude foreign currency gains and losses incurred after October 31 of any year in determining the amount of ordinary taxable income for the current calendar year (and, instead, include such gains and losses in determining ordinary taxable income for the succeeding calendar year). The Portfolio intends to make sufficient distributions or deemed distributions of its ordinary taxable income and capital gain net income prior to the end of each calendar year to avoid liability for the excise tax. However, investors should note that the Portfolio may in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability. Distributions The Portfolio anticipates distributing substantially all of its investment company taxable income for each taxable year. Such distributions will be taxable to shareholders as ordinary income and treated as dividends for federal income tax purposes, but they will generally not qualify for the 70% dividends-received deduction for corporations. The Portfolio may either retain or distribute to shareholders the Portfolio's net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) for each taxable year. The Portfolio currently intends to distribute any such amounts. If net capital gain is distributed and designated as a capital gain dividend, it will be taxable to shareholders as long-term capital gain, regardless of the length of time the shareholder has held his or her shares or whether such gain was recognized by the Portfolio prior to the date on which the shareholder acquired his or her shares. Conversely, if the Portfolio elects to retain net capital gain, it will be taxed thereon (except to the extent of any available capital loss carryovers) at the then current applicable corporate tax rate. If the Portfolio elects to retain its net capital gain, it is expected the Portfolio will also elect to have shareholders treated as having received a distribution of such gain, with the result that the shareholders will be required to report their respective shares of such gain on their returns as long-term capital gain, will receive a refundable tax credit for their allocable share of tax paid by the Portfolio on the gain, and will increase the tax basis for their shares by an amount equal to the deemed distribution less the tax credit. Investors should be careful to consider the tax implications of purchasing shares just prior to the next dividend date of any ordinary income dividend or capital gain dividend. Those purchasing just prior to an ordinary income dividend or capital gain dividend will be taxed on the entire amount of the dividend received, even though the net asset value per share on the date of such purchase reflected the amount of such dividend. Distributions by the Portfolio that do not constitute ordinary income dividends or capital gain dividends will be treated as a return of capital to the extent of (and will reduce) the shareholder's tax basis in his or her shares; any excess will be treated as gain from the sale of his or her shares, as discussed below. Distributions by the Portfolio will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Portfolio. Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the reinvestment date. Ordinarily, shareholders are required to take distributions by the Portfolio into account in the year in which the distributions are made. However, distributions declared in October, November or December of any year and payable to shareholders of record on a specified date in such month will be deemed to have been received by the shareholders (and made by the Portfolio) on December 31, of such calendar year if such distributions are actually made in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year. Sale or Redemption of Fund Shares A shareholder will recognize gain or loss on the sale or redemption of shares in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder's adjusted tax basis in the shares. In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of the Portfolio will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than 12 months. However, any capital loss arising from the sale or redemption of shares held for six months or less will be disallowed to the extent of the amount of exempt-interest dividends received on such shares and (to the extent not disallowed) will be treated as long-term capital loss to the extent of the amount of capital gain dividends received on such shares. For this purpose, special holding period rules provided in Code Section 246(c)(3) and (4) generally will apply in determining the holding period of shares. For shareholders who are individuals, long term capital gains (those arising from sales of assets held for more than 12 months) are currently taxed at rates of 8-20%. Each January, the Portfolio will provide to each investor and to the IRS a statement showing the tax characterization of distributions paid during the prior year. Backup Withholding The Portfolio will be required in certain cases to withhold and remit to the U.S. Treasury 31% of ordinary income dividends and capital gain dividends, and the proceeds of redemption of shares, paid to any shareholder (i) who has provided either an incorrect tax identification number or no number at all, (ii) who is subject to backup withholding by the Internal Revenue Service for failure to report the receipt of interest or dividend income properly, or (iii) who has failed to certify to the Portfolio that it is not subject to backup withholding or that it is a corporation or other "exempt recipient." The Portfolio also reserves the right to close accounts that fail to provide a certified tax identification number, by redeeming such accounts in full at the current net asset value. Effect of Future Legislation; Local Tax Considerations The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement of Additional Information. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income dividends and capital gain dividends from RICs often differ from the rules for U.S. federal income taxation described above. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investments in the Funds. OTHER INFORMATION Voting Rights The shares of the Portfolio have no preemptive or conversion rights. Voting and dividends rights, the right or redemption, and exchange privileges are described in the Prospectus. Shares are fully paid and nonassessable. The Fund or any portfolio may be terminated upon the sale of its assets to another investment company (as defined in the Investment Company Act of 1940, as amended), or upon liquidation and distribution of its assets, if approved by vote of the holders of a majority of the outstanding shares of the Fund or the Portfolio. If not so terminated, the Fund or the Portfolio will continue indefinitely. Shareholders of the Portfolio are entitled to one vote for each share owned and fractional votes for fractional shares owned. Pursuant to current interpretations of the 1940 Act, insurance companies that invest in the Portfolio will solicit voting instructions from owners of variable insurance contracts that are issued through separate accounts registered under the 1940 Act with respect to any matters that are presented to a vote of shareholders of that Portfolio. Each investor in the Vista Portfolio will be entitled to vote in proportion to its relative beneficial interest in the Vista Portfolio. On most issues subjected to a vote of investors, as required by the 1940 Act and other applicable law, the Portfolio will solicit proxies from its shareholders and will vote its interest in the Vista Portfolio in proportion to the votes cast by the Portfolio's shareholders. Pursuant to current interpretations of the 1940 Act, insurance companies who are shareholders of the Portfolio will solicit voting instructions from owners of contracts that are issued through separate accounts registered under the 1940 Act with respect to any matters that are presented to a vote of Portfolio shareholders. If there are other investors in the Vista Portfolio, there can be no assurance that any issue that receives a majority of the votes cast by the Portfolio shareholders will receive a majority of votes cast by all Vista Portfolio shareholders. If other investors hold a majority interest in the Vista Portfolio, they could have voting control of the Vista Portfolio. Custodian The Bank of New York, One Wall Street, New York, New York 10286, is custodian of the Fund's assets. The custodian is responsible for the safekeeping of a portfolio's assets and the appointment of the subcustodian banks and clearing agencies. The custodian takes no part in determining the investment policies of a portfolio or in deciding which securities are purchased or sold by a portfolio. However, a portfolio may invest in obligations of the custodian and may purchase securities from or sell securities to the custodian. Independent Auditors Deloitte & Touche LLP, 555 17th Street, Suite 3600, Denver, Colorado 80202, serves as the Fund's independent auditors. Deloitte & Touche LLP audits the financial statements for the Fund and provides other audit, tax, and related services. FINANCIAL STATEMENTS The Portfolio's audited financial statements as of October 31, 1999, together with the notes thereto and the report of Deloitte & Touche LLP are incorporated by reference to the Fund's Annual Report on Form N-30D filed via EDGAR on December 29, 1999. APPENDIX A Corporate Bond Ratings by Moody's Investors Service, Inc. Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge". Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa - Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. A - Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future. Baa - Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba - Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B - Bonds where are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Corporate Bonds Ratings by Standard & Poor's Corporation AAA - This is the highest rating assigned by Standard & Poor's to a debt obligation and indicates an extremely strong capacity to pay principal and interest. AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in a small degree. A - Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. BBB - Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity for bonds rated BBB than for bonds in the A category. BB & B - Standard & Poor's describes the BB and B rated issues together with issues rated CCC and CC. Debt in these categories is regarded on balance as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and CC the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. Commercial Paper Ratings by Moody's Investors Service, Inc. Prime-1 - Commercial Paper issuers rated Prime-1 are judged to be of the best quality. Their short-term debt obligations carry the smallest degree of investment risk. Margins of support for current indebtedness are large or stable with cash flow and asset protection well assured. Current liquidity provides ample coverage of near-term liabilities and unused alternative financing arrangements are generally available. While protective elements may change over the intermediate or longer term, such changes are most unlikely to impair the fundamentally strong position of short-term obligations. Prime-2 - Issuers in the Commercial Paper market rated Prime-2 are high quality. Protection for short-term holders is assured with liquidity and value of current assets as well as cash generation in sound relationship to current indebtedness. They are rated lower than the best commercial paper issuers because margins of protection may not be as large or because fluctuations of protective elements over the near or immediate term may be of greater amplitude. Temporary increases in relative short and overall debt load may occur. Alternative means of financing remain assured. Prime-3 - Issuers in the Commercial Paper market rated Prime-3 have an acceptable capacity for repayment of short-term promissory obligations. The effect of industry characteristics and market composition may be more pronounced. Variability in earning and profitability may result in changes in the level of debt protection measurements and the requirement for relatively high financial leverage. Adequate alternate liquidity is maintained. Commercial Paper Ratings by Standard & Poor's Corporation A - Issuers assigned this highest rating are regarded as having the greatest capacity for timely payment. Issuers in this category are further refined with the designation 1, 2 and 3 to indicate the relative degree of safety. A-1 - This designation indicates that the degree of safety regarding timely payment is very strong. A-2 - Capacity for timely payment for issuers with this designation is strong. However, the relative degree of safety is not as overwhelming as for issues designated "A-1". A-3 - Issuers carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designation. APPENDIX B DESCRIPTION OF CERTAIN OBLIGATIONS ISSUED OR GUARANTEED BY U.S. GOVERNMENT AGENCIES OR INSTRUMENTALITIES Federal Farm Credit System Notes and Bonds--are bonds issued by a cooperatively owned nationwide system of banks and associations supervised by the Farm Credit Administration, an independent agency of the U.S. Government. These bonds are not guaranteed by the U.S. Government. Maritime Administration Bonds--are bonds issued and provided by the Department of Transportation of the U.S. Government are guaranteed by the U.S. Government. FNMA Bonds--are bonds guaranteed by the Federal National Mortgage Association. These bonds are not guaranteed by the U.S. Government. FHA Debentures--are debentures issued by the Federal Housing Administration of the U.S. Government and are guaranteed by the U.S. Government. FHA Insured Notes--are bonds issued by the Farmers Home Administration of the U.S. Government and are guaranteed by the U.S. Government. GNMA Certificates--are mortgage-backed securities which represent a partial ownership interest in a pool of mortgage loans issued by lenders such as mortgage bankers, commercial banks and savings and loan associations. Each mortgage loan included in the pool is either insured by the Federal Housing Administration or guaranteed by the Veterans Administration and therefore guaranteed by the U.S. Government. As a consequence of the fees paid to GNMA and the issuer of GNMA Certificates, the coupon rate of interest of GNMA Certificates is lower than the interest paid on the VA-guaranteed or FHA-insured mortgages underlying the Certificates. The average life of a GNMA Certificate is likely to be substantially less than the original maturity of the mortgage pools underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures may result in the return of the greater part of principal invested far in advance of the maturity of the mortgages in the pool. Foreclosures impose no risk to principal investment because of the GNMA guarantee. As the prepayment rate of individual mortgage pools will vary widely, it is not possible to accurately predict the average life of a particular issue of GNMA Certificates. The yield which will be earned on GNMA Certificates may vary from their coupon rates for the following reasons: (i) Certificates may be issued at a premium or discount, rather than at par; (ii) Certificates may trade in the secondary market at a premium or discount after issuance; (iii) interest is earned and compounded monthly which has the effect of raising the effective yield earned on the Certificates; and (iv) the actual yield of each Certificate is affected by the prepayment of mortgages included in the mortgage pool underlying the Certificates. Principal which is so prepaid will be reinvested although possibly at a lower rate. In addition, prepayment of mortgages included in the mortgage pool underlying a GNMA Certificate purchased at a premium could result in a loss to a Fund. Due to the large amount of GNMA Certificates outstanding and active participation in the secondary market by securities dealers and investors, GNMA Certificates are highly liquid instruments. Prices of GNMA Certificates are readily available from securities dealers and depend on, among other things, the level of market rates, the Certificate's coupon rate and the prepayment experience of the pool of mortgages backing each Certificate. If agency securities are purchased at a premium above principal, the premium is not guaranteed by the issuing agency and a decline in the market value to par may result in a loss of the premium, which may be particularly likely in the event of a prepayment. When and if available, U.S. Government obligations may be purchased at a discount from face value. FHLMC Certificates and FNMA Certificates--are mortgage-backed bonds issued by the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association, respectively, and are guaranteed by the U.S. Government. GSA Participation Certificates--are participation certificates issued by the General Services Administration of the U.S. Government and are guaranteed by the U.S. Government. New Communities Debentures--are debentures issued in accordance with the provisions of Title IV of the Housing and Urban Development Act of 1968, as supplemented and extended by Title VII of the Housing and Urban Development Act of 1970, the payment of which is guaranteed by the U.S. Government. Public Housing Bonds--are bonds issued by public housing and urban renewal agencies in connection with programs administered by the Department of Housing and Urban Development of the U.S. Government, the payment of which is secured by the U.S. Government. Penn Central Transportation Certificates--are certificates issued by Penn Central Transportation and guaranteed by the U.S. Government. SBA Debentures--are debentures fully guaranteed as to principal and interest by the Small Business Administration of the U.S. Government. Washington Metropolitan Area Transit Authority Bonds--are bonds issued by the Washington Metropolitan Area Transit Authority. Some of the bonds issued prior to 1993 are guaranteed by the U.S. Government. FHLMC Bonds--are bonds issued and guaranteed by the Federal Home Loan Mortgage Corporation. These bonds are not guaranteed by the U.S. Government. Federal Home Loan Bank Notes and Bonds--are notes and bonds issued by the Federal Home Loan Bank System and are not guaranteed by the U.S. Government. Student Loan Marketing Association ("Sallie Mae") Notes and bonds--are notes and bonds issued by the Student Loan Marketing Association and are not guaranteed by the U.S. Government. D.C. Armory Board Bonds--are bonds issued by the District of Columbia Armory Board and are guaranteed by the U.S. Government. Export-Import Bank Certificates--are certificates of beneficial interest and participation certificates issued and guaranteed by the Export-Import Bank of the U.S. and are guaranteed by the U.S. Government. In the case of securities not backed by the "full faith and credit" of the U.S. Government, the investor must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the U.S. Government itself in the event the agency or instrumentality does not meet its commitments. Investments may also be made in obligations of U.S. Government agencies or instrumentalities other than those listed above. PART C OTHER INFORMATION C-3 Item 23. Exhibits Item (a) - articles of incorporation of the Fund, as amended, are attached hereto. Item (b) - bylaws of the Fund, as amended, are attached hereto. Items (c), (f), (h), (k), (l), (m), (n) and (o) are not applicable. Item (d) - The investment advisory agreement for the Fund, including all amendments thereto, is incorporated by reference to Registrant's Post Effective Amendment No. 64 to its Registration Statement filed via EDGAR on July 19, 1999. Item (e) - principal underwriting agreement, is incorporated by reference to Registrant's Post Effective Amendment No. 64 to its Registration Statement filed via EDGAR on July 19, 1999. Item (g) - custodian agreements, are attached hereto. Item (i) - legal opinion of Helliwell, Melrose & DeWolf, P.A., is attached hereto. Item (j) - written consent of Deloitte & Touche LLP, Independent Auditors for the Fund, is attached hereto. Item 24. Persons Controlled by or under Common Control with Registrant. ------------------------------------------------------------- See page C-2. Item 25. Indemnification. --------------- Item 4, Part II of Registrant's Pre-Effective Amendment No. 1 to its Registration Statement is herein incorporated by reference. ORGANIZATIONAL CHART Power Corporation of Canada 100% - 2795957 Canada Inc. 100% - 171263 Canada Inc. 67.4% - Power Financial Corporation 80.9% - Great-West Lifeco Inc. 100% - The Great-West Life Assurance Company 100% - GWL&A Financial (Nova Scotia) Co. 100% GWL&A Financial, Inc. 100% - Great-West Life & Annuity Insurance Capital I 100% - Great-West Life & Annuity Insurance Company 100% - Anthem Health & Life Insurance Company 100% - AH&L Agency, Inc. 100% - First Great-West Life & Annuity Insurance Company 100% - GW Capital Management, LLC 100% - Orchard Capital Management, LLC 100% - Greenwood Investments, Inc. 100% - Financial Administrative Services Corporation 100% - One Corporation 100% - One Health Plan of Alaska, Inc. 100% - One Health Plan of Arizona, Inc. 100% - One of Arizona, Inc. 100% - One Health Plan of California, Inc. 100% - One Health Plan of Colorado, Inc. 100% - One Health Plan of Florida, Inc. 100% - One Health Plan of Georgia, Inc. 100% - One Health Plan of Illinois, Inc. 100% - One Health Plan of Indiana, Inc. 100% - One Health Plan of Maine, Inc. 100% - One Health Plan of Massachusetts, Inc. 100% - One Health Plan of Nevada, Inc. 100% - One Health Plan of New Hampshire, Inc. 100% - One Health Plan of New Jersey, Inc. 100% - One Health Plan of North Carolina, Inc. 100% - One Health Plan of Ohio, Inc. 100% - One Health Plan of Oregon, Inc. 100% - One Health Plan of South Carolina, Inc. 100% - One Health Plan of Tennessee, Inc. 100% - One Health Plan of Texas, Inc. 100% - One Health Plan, Inc. 100% - One Health Plan of Washington, Inc. 100% - One Health Plan of Wisconsin, Inc. 100% - One Health Plan of Wyoming, Inc. 100% - One Orchard Equities, Inc. 100% - Great-West Benefit Services, Inc. 100% - Benefits Communication Corporation 100% - BenefitsCorp Equities, Inc. 100% - Greenwood Property Corporation 93.6% - Maxim Series Fund, Inc.* 100% - GWL Properties Inc. 100% - Great-West Realty Investments, Inc. 50% - Westkin Properties Ltd. 89.4%- Orchard Series Fund** 100% - Orchard Trust Company 100% - National Plan Coordinators of Delaware, Inc. 100% - NPC Securities, Inc. 100% - NPC Administrative Services Corporation 100% - Deferred Comp of Michigan, Inc. 100% - National Plan Coordinators of Washington, Inc. 100% - National Plan Coordinators of Ohio, Inc. 100% - Renco, Inc. 100% - P.C. Enrollment Services & Insurance Brokerage, Inc.
* 6% New England Life Insurance Company ** 10% New England Life Insurance Company Item 26. Business and Other Connections of Investment Adviser. ---------------------------------------------------- Registrant's investment adviser, GW Capital Management, LLC ("GW Capital Management"), is a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company ("GWL&A"), which is an indirect wholly-owned subsidiary of The Great-West Life Assurance Company. GW Capital Management provides investment advisory services to various unregistered separate accounts of GWL&A, Great-West Variable Annuity Account A, the Orchard Series Fund and the Maxim Series Fund, Inc., which are registered investment companies. The managers and officers of GW Capital Management have held, during the past two fiscal years, the following positions of a substantial nature: Name Position(s) - ---- ----------- John T. Hughes Manager and President, GW Capital Management; Senior Vice President and Chief Investment Officer, Great-West GWL&A; Chairman and Director, GWL Properties Inc.; Director, Great-West Realty Investment, Inc. and Orchard Capital Management, LLC. Wayne Hoffmann Manager, GW Capital Management; Vice President, Investments, Great-West and GWL&A; Director, Orchard Capital Management, LLC. S. Mark Corbett Manager, GW Capital Management; Vice President, Investments, Great-West and GWL&A; Director, Orchard Capital Management, LLC. J.D. Motz Manager, GW Capital Management; Executive Vice President, Employee Benefits, Great-West, GWL&A and First Great-West Life & Annuity Insurance Company; Vice Chairman and Chief Executive Officer, Alta Health & Life Insurance Company; Director, President and Chairman, Orchard Series Fund, Maxim Series Fund, Inc. and Great-West Variable Annuity Account A; Chairman and President, One Corporation and Great-West Benefit Services, Inc.; Director and Executive Vice President, Orchard Trust Company; Director, Financial Administrative Services Corporation, Orchard Capital Management, LLC, One Health Plan of Illinois, Inc., One Health Plan of Texas, Inc., One Health Plan of California, Inc., One Health Plan of Colorado, Inc., One Health Plan of North Carolina, Inc., One Health Plan of Washington, Inc., One Health Plan of Ohio, Inc., One Health Plan of Tennessee, Inc., One Health Plan of Florida, Inc., One Health Plan of Indiana, Inc., One Health Plan of Massachusetts, Inc., One Health Plan, Inc., One Health Plan of Alaska, Inc., One Health Plan of Arizona, Inc., One Health Plan of Maine, Inc., One Health Plan of Nevada, Inc., One Health Plan of New Hampshire, Inc., One Health Plan of New Jersey, Inc., One Health Plan of South Carolina, Inc., One Health Plan of Wisconsin, Inc., One Health Plan of Wyoming, Inc. D.L. Wooden Manager, GW Capital Management; Executive Vice President, Financial Services, Great-West, GWL&A and First Great-West Life & Annuity Insurance Company; Director, Chairman, President and Chief Executive Officer, Orchard Trust Company; Director, Orchard Series Fund, Maxim Series Fund, Inc., Great-West Variable Annuity Account A, Financial Administrative Services Corporation, Orchard Capital Management, LLC and Orchard Trust Company. James M. Desmond Vice President, GW Capital Management; Assistant Vice President, Investments, Great-West and GWL&A. David G. McLeod Treasurer, GW Capital Management; Vice President, Investment Operations, Great-West, GWL&A, First Great-West Life & Annuity Insurance Company, Orchard Trust Company, National Plan Coordinators of Delaware, Inc., Renco, Inc., P.C. Enrollment Services & Insurance & Brokerage, Inc., National Plan Coordinators of Washington, Inc., National Plan Coordinators of Ohio, Inc. Deferred Comp of Michigan, Inc., and Financial Administrative Services Corporation; Treasurer, Maxim Series Fund, Inc., Orchard Series Fund, Great-West Variable Annuity Account A and Orchard Capital Management, LLC; Director, BenefitsCorp Equities, Inc., NPC Securities, Inc. and Greenwood Investments, Inc. Beverly A. Byrne Secretary, GW Capital Management; Assistant Vice President and Associate Counsel, Great-West; Assistant Vice President, Associate Counsel and Assistant Secretary, GWL&A, GWL&A Financial Inc., First Great-West Life & Annuity Insurance Company and Alta Health & Life Insurance Company; Assistant Vice President, Associate Counsel and Secretary, Financial Administrative Services Corporation; Secretary, One Orchard Equities, Inc., Greenwood Investments, Inc., BenefitsCorp Equities, Inc., Benefits Communication Corporation, Orchard Capital Management, LLC, National Plan Coordinators of Delaware, Inc., NPC Securities, Inc., NPC Administrative Services Corporation, Renco, Inc., Deferred Comp of Michigan, Inc., National Plan Coordinators of Washington, Inc., National Plan Coordinators of Ohio, Inc., P.C. Enrollment Services & Insurance Brokerage, Inc., Great-West Benefit Services, Inc., Great-West Variable Annuity Account A, and Maxim Series Fund, Inc. Item 27. Principal Underwriter. --------------------- (a) Orchard Series Fund (b) The principal business address of the directors and officers of One Orchard named below is 8515 East Orchard Road, Englewood, Colorado 80111. Positions and Offices Positions and Offices Name with One Orchard with Registrant ------ --------------------- -------------------- Steve Miller Director and President None Stan Kenyon Director None Steve Quenville Director None Mark Hackl Director None Patricia Neal Jensen Director None Glen R. Derback Treasurer Treasurer Beverly A. Byrne Secretary Secretary
(c) Not applicable. Item 28.Location of Accounts and Records. All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained in the physical possession of: Maxim Series Fund, Inc., 8515 East Orchard Road, Englewood, Colorado 80111; GW Capital Management, LLC, 8515 East Orchard Road, Englewood, Colorado 80111; Item 29. Management Services. ------------------- Not applicable. Item 30. Undertakings. ------------ Registrant undertakes to furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders upon request and without charge. S-2 S-1 SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) and has duly caused Post-Effective Amendment No. 67 to the Registration Statement to be signed on its behalf, in the City of Englewood, State of Colorado, on the 23rd day of February, 2000. MAXIM SERIES FUND, INC. (Registrant) By: /s/ J.D. Motz ----------------- President (J.D. Motz) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 67 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature and Title Date /s/ J.D. Motz February 23, 2000 - ------------------------------------ ------------- Chairman and Director (J.D. Motz) /s/ R. Jennings* February 23, 2000 - -------------------------------------------- ------------- Director (R. Jennings) /s/ R.P. Koeppe* February 23, 2000 - -------------------------------------------- ------------- Director (R.P. Koeppe) /s/ D.L. Wooden February 23, 2000 - -------------------------------------------- ------------- Director (D.L. Wooden) /s/ S. Zisman* February 23, 2000 - ------------------------------------ -------------- Director (S. Zisman) /s/ D.G. Mcleod February 23, 2000 - -------------------------------------------- ------------- Treasurer (D.G. Mcleod) *By: /s/ B.A. Byrne February 23, 2000 ------------------------------- -------------- B.A. Byrne Attorney-in-fact pursuant to Powers of Attorney filed under Post-Effective Amendment No. 57 to this Registration Statement. SIGNATURES Vista Growth and Income Portfolio certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) and has duly caused this Post-Effective Amendment to the Registration Statement on Form N-1A of Maxim Series Fund, Inc., to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York, on the 28th day of February, 2000. GROWTH AND INCOME PORTFOLIO By: /s/ H.Richard Vartabedian H. Richard Vartabedian President and Trustee This Registration Statement on Form N-1A of Maxim Series Fund, Inc. has been signed below by the following persons in the capacities and on the dates indicated. /s/ H.Richard Vartabedian President and February 28, 2000 - ------------------------------------ -------------- H. Richard Vartabedian Trustee /s/Fergus Reid, III* Chairman February 28, 2000 Fergus Reid, III /s/William J. Armstrong* Trustee February 28, 2000 William J. Armstrong /s/John R.H. Blum* Trustee February 28, 2000 John R.H. Blum /s/Jospeph J. Harkins* Trustee February 28, 2000 Joseph J. Harkins /s/Richard E. Ten Haken* Trustee February 28, 2000 Richard E. Ten Haken /s/Stuart W. Cragin, Jr.* Trustee February 28, 2000 - ----------------------------- Stuart W. Cragin, Jr. /s/Irving Thode* Trustee February 28, 2000 Irving Thode /s/W. Perry Neff* Trustee February 28, 2000 W. Perry Neff /s/ Roland R. Eppley, Jr.* Trustee February 28, 2000 - ----------------------------- Roland R. Eppley, Jr. /s/W.D. MacCallan* Trustee February 28, 2000 W.D. MacCallan /s/ Sarah E. Jones* Trustee February 28, 2000 Sarah E. Jones /s/ Leonard M. Spalding, Jr.* Trustee February 28, 2000 - ----------------------------- Leonard M. Spalding, Jr. /s/ H.Richard Vartabedian Attorney in Fact* February 28th, 2000 H. Richard Vartabedian /s/ Martin Dean Treasurer and February 28th, 2000 - ------------------------------------ -------------- Martin Dean Principal Accounting Officer
EX-99.23A 2 ARTICLES Exhibit 23 (a) Articles of Incorporation, as amended ARTICLES OF INCORPORATION OF INSURAMERICA SERIES FUND, INC. ARTICLE I THE UNDERSIGNED, JAMES F. JORDEN, whose post office address is 1666 K Street, N.W., Washington, D.C. 20006, being at least 18 years of age, does hereby act as incorporate, under and by virtue of the General Corporation Laws of the State of Maryland authorizing the formation of corporations and with the intention of forming a corporation. ARTICLE II NAME The name of the corporation is INSURAMERICA SERIES FUND, INC. ARTICLE II PURPOSE AND POWERS The purpose or purposes for which the Corporation is formed and the business or objects to be transacted, carried on and promoted by it are as follows: (1) To conduct and carry on the business of an investment company of the management type. (2) To hold invest and reinvest its assets in securities, and in connection therewith to hold part or all of its assets in cash. (3) To issue and sell shares of its own capital stock in such amounts and on such terms and conditions, for such purposes and for such amount or kind of consideration now or hereafter permitted by the General Corporation Law of the State of Maryland and by these Articles of Incorporation, as its Board of Directors may determine, provided, however, that the value of the consideration per share to be received by the Corporation upon the sale or other disposition of any shares of its capital stock shall be not less than the net asset value per share of such capital stock outstanding at the time of such event. (4) To redeem, purchase or otherwise acquire, hold, dispose of resell, transfer, reissue or cancel (all without the vote or consent of the stockholders of the Corporation) shares of its capital stock, in any manner and to the extent now or hereafter permitted by the General Corporation Law of the State of Maryland and by these Articles of Incorporation. (5) To do any and all such further acts or things and to exercise any and all such further powers or rights as may be necessary, incidental, relative, conducive, appropriate or desirable for the accomplishment, carrying out or attainment of any of the foregoing purposes or objects. The Corporation shall be authorized to exercise and enjoy all the powers, rights and privileges granted to, or conferred upon, corporations by the General Corporation Law of the State of Maryland now or hereafter in force, and the enumeration of the foregoing shall not be deemed to exclude any powers, rights or privileges so granted or conferred. ARTICLE IV PRINCIPAL OFFICE AND RESIDENT AGENT The post office address of the principal office of the corporation in this state is c/o The Corporation Trust, Inc., First Maryland Building, 25 South Charles Street, Baltimore, Maryland 21201. The name of the resident agent of the corporation in this State is the Corporation Trust, Inc., a corporation of this State, and the post office address of the resident agent is First Maryland Building, 25 South Charles Street, Baltimore, Maryland 21201. ARTICLE V CAPITAL STOCK The total number of shares of capital stock which the Corporation shall have authority to issue is ONE BILLION (1,000,000,000) shares of the par value of Ten Cents ($0.10) per share and of the aggregate par value of $100,000,000. All shares shall be issued, if at all, in series. Two hundred million (200,000,000) shares shall be allocated to a class of Common Stock designated Money Market Portfolio Common Stock, subject, however, to the powers hereinafter granted to the Board of Directors. The balance of eight hundred million (800,000,000) shares of such stock may be issued in this class, or in any new class or classes each comprising such number of shares and having such designations, such powers, preferences and rights and such qualifications, limitations, restrictions thereof as shall be fixed and determined from time to time by resolution or resolutions providing for the issuance of such stock adopted by the Board of Directors, to whom authority so to fix and determining the same is hereby expressly granted. In addition, the Board of Directors is hereby expressly granted authority to change the designation of any class, and to increase or decrease the number of shares of any class, but the number of shares of any class shall not be decreased by the Board of Directors below then umber of shares thereof then outstanding. Unless otherwise provided in the resolution of the Board of Directors providing for the issuance of shares in any new class or classes not designated in this Article, each class of stock of the Corporation shall have the following powers, preferences and rights, and limitations thereof: - 34 - (a) The holders of each share of stock of the Corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the class, then standing in his name on the books of the Corporation. On any matter submitted to a vote of Stockholders, all share of the Corporation then issued an outstanding and entitled to vote shall be voted in the aggregate and not by class except that (1) when otherwise expressly required by the Maryland General Corporation Law or the Investment Company Act of 1940, as amended, shares shall be voted by individual class; (2) only shares of the respective portfolios are entitled to vote on matters concerning only that Portfolio; and (3) fundamental policies, as specified in Article XIV of the by-laws, may not be changed, unless a change affects only one Portfolio, without the approval of the holders of a majority [as defined under the Investment Company Act of 1940] of the shares of each Portfolio affected by the change. (b) Each class of stock of the Corporation shall have the following powers, preferences or other special rights, and the qualifications, restrictions, and limitations thereof shall be as follows: (1) The shares of each Portfolio, when issued, will be fully paid and non-assessable, have no preference, preemptive, conversion, exchange, or similar rights, and will be freely transferable. (2) The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash, on any or all classes of stock, the amount of such dividends and distributions and the payment of them being wholly in the discretion of the Board of Directors. (i) Dividends or distributions on shares on any class of stock shall be paid only out of earned surplus or other lawfully available assets belonging to such class. (ii) Inasmuch as one goal of the Corporation is to qualify as a "regulated investment company" under the Internal Revenue Code of 1954, as amended, or any successor or comparable statute thereto, and Regulations promulgated thereunder, and inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Corporation, the Board of Directors hall have the power in its discretion to distribute in any fiscal years as dividends, including dividends designated in whole or in part s capital gains distributions, amounts sufficient in the opinion of the Board of Directors, to enable the Corporation to qualify as a regulated investment company and to avoid liability for the Corporation for Federal income tax in respect of that year. In furtherance, and not in limitation of the foregoing, in the vent that a class of shares has a net capital loss for a fiscal year, and to the extent that a capital loss for a fiscal year offsets net capital gains from one or more of the other classes, the amount to be deemed available for distribution to the class or classes with the net capital gain may be reduced by the amount offset. (3) The assets belonging to any class of stock shall be charged with the liabilities in respect to such class, and shall also be charged with its share of the general liabilities of the Corporation in proportion to the asset value of the respective classes. The determination of the Board of Directors shall be conclusive as to the amount of liabilities, the allocation of the same as to a given class, and as to whether the same or general assets of the Corporation are allocable to one or more classes. ARTICLE VI PROVISIONS FOR DEFINING, LIMITING, AND REGULATING CERTAIN POWERS OF THE CORPORAITON AND OF THE DIRECTORS AND STOCKHOLDERS (1) The number of directors of the Corporation shall be three (3), which number may be increased or decreased pursuant to the bylaws of the Corporation but shall never be less than three (3). The names of the directors who shall act until the first annual meeting or until their successors are duly elected and qualify are: James F. Jorden D. Craig Lennox Robert A. Slepicka (2) The Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of capital stock, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such limitations as may be set forth in these Articles of Incorporation or in the by-laws of the Corporation or in the General Corporation Law of the State of Maryland. (3) No holder of stock of the Corporation shall, as such holder, have nay right to purchase or subscribe for any shares of the capital stock of the Corporation or any other security of the Corporation which it may issue or sell (whether out of the number of share authorized by these Articles of Incorporation, or out of any shares of the capital stock of the Corporation acquired by it after the issue thereof, or otherwise) other than such right, if any, as the Board of Directors, in its discretion, may determine. (4) Each director and each officer of the Corporation shall be indemnified by the Corporation to the full extent permitted by the General Laws of the State of Maryland. (5) The Board of Directors of the Corporation may make, alter or repeal from time to time any of the by-laws of the Corporation except any particular by-law which is specified as not subject to alteration or repeal by the Board of Directors, subject to the requirements of the Investment Company Act of 1940, as amended. ARTICLE VII REDEMPTION Each holder of shares of capital stock of the Corporation shall be entitled to require the Corporation to redeem all or any part of the shares of capital stock of the Corporation standing in the name of such holder on the books of the Corporation, and all shares of capital stock issued by the Corporation shall be subject to redemption by the Corporation, at the redemption price of such shares as in effect from time to time as may be determined by the Board of Directors of the Corporation in accordance with the provisions hereof, subject to the right of the Board of Directors of the Corporation to suspend the right of redemption of shares of capital stock of the Corporation or postpone the date of payment of such redemption price in accordance with provisions of applicable law. The redemption price of shares of capital stock of the Corporation shall be the net asset value thereof as determined by the Board of Directors of the Corporation from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors of the Corporation. Payment of the redemption price shall be made in cash by the Corporation at such time and in such manner as may be determined by the Board of Directors of the Corporation. ARTICLE VIII DETERMINATION BINDING Any determination made in good faith, so far as accounting matters are involved, in accordance with accepted accounting practice by or pursuant to the direction of the Board of Directors, as to the amount of assets, obligations or liabilities of the Corporation, as to the amount of net income of the Corporation from dividends and interest for any period or amounts at any time legally available for the payment of dividends, as to the amount of any reserves or charges set up and the propriety thereof, as to the time or purpose for creating reserves or as to the use, alteration or cancellation of any reserves or charges (whether or not any obligation or liability for which such reserves or charges shall have been created or shall have been paid or discharged or shall be then or thereafter required to be paid or discharged), as to the price of any security owned by the Corporation or as to any other matter relating to the issuance, sale, redemption or other acquisition or disposition of securities or shares of capital stock of the Corporation, and any reasonable determination made in good faith by the Board of Directors as to whether any transaction constitutes a purchase of securities on "margin", a sale of securities "short", or an underwriting of the sale of, or a participation in any underwriting or selling group in connection with the public distribution of, any securities, shall be final and conclusive, and shall be binding upon the Corporation and all holders of its capital stock, past, present and future, and shares of the capital stock of the Corporation are issued and sold on the condition and understanding, evidenced by the purchase of shares of capital stock or acceptance of share certificates, that any and all such determinations shall be binding as aforesaid. No provision of these Articles of Incorporation shall be effective to (a) required a waiver of compliance with any provision of the Securities Act of 1933, as amended, or the Investment Company Act of 1940, as amended, or of any valid rule, regulation or order of the Securities and Exchange Commission thereunder or (b) protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. ARTICLE IX PERPETUAL EXISTENCE The duration of the Corporation shall be perpetual. ARTICLE X AMENDMENT The Corporation reserves the right from time to time to make any amendment of its charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in its charter, of any outstanding stock. IN WITNESS WHEREOF, the undersigned incorporator of INSURAMERICA SERIES FUND, INC. hereby executes the foregoing Articles of Incorporation and acknowledges the same to be his act and further acknowledges that, to the best of his knowledge, the matters and facts set forth therein are true in all material respects under the penalties of perjury. Dated the 2nd day of December, 1981. /s/ James F. Jorden James F. Jorden 1666 K Street, N.W. Washington, D.C 20006 INSURAMERICA SERIES FUND, INC. ARTICLES OF AMENDMENT INSURAMERICA SERIES FUND, INC., a Maryland corporation, having its principal office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation is hereby amended by striking out in Article II the name INSURAMERICA SERIES FUND, INC. and inserting in lieu thereof the following: MAXIM SERIES FUND, INC. SECOND:The board of directors of the Corporation, at a meeting duly convened and held on March 4, 1982, adopted a resolution in which was set forth the foregoing amendment to the charter, declaring that the said amendment of the charter was advisable and directing that it be submitted for action by unanimous written consent and waiver of all stockholders. THIRD: A consent in writing, setting forth approval of the amendment of the charter of the Corporation hereinabove set forth, was signed by all stockholders of the Corporation entitled to vote thereon and such consent is filed with the records of the Corporation. FOURTH:The amendment of the charter of the Corporation as hereinabove set forth has been duly advised by the board of directors and approved by the stockholders of the Corporation. In witness whereof INSURAMERICA SERIES FUND, INC. has caused these presents to be signed in its name on its behalf by its President and attested by its secretary on March 9, 1982. Attest: INSURAMERICA SERIES FUND. INC. _/s/ James F. Jorden_______ By: _/s/ D. Craig Lennox______________ ------------------- ------------------- James F. Jorden - Secretary D. Craig Lennox, President Canada ) ) ss. Province of Manitoba ) I hereby certify that on March, 9, 1982, before me, a notary public of Manitoba, Canada, personally appeared D. CRAIG LENNOX, President of INSURAMERICA SERIES FUND, INC., a Maryland corporation, and in the name and on behalf of said corporation acknowledged the foregoing Articles of Amendment to be the corporate act of said corporation and further made oath in due form of law that the matters and facts set forth in said Articles of Amendment with respect to the approval thereof are true to the best of his knowledge, information and belief. Witness my hand and notarial seal the day and year last above written. _/s/ Sheila Wagar___________ ---------------- Notary Public My Commission Expires: _____________________ (SEAL) My Commission does not expire in as much as I am a member in good standing of the Law Society of Manitoba. A NOTARY PUBLIC IN AND FOR THE PROVINCE OF MANITOBA The undersigned, President of INSURAMERICA SERIES FUND, INC., who executed on behalf of said corporation the foregoing Articles of Amendment, of which the certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. _/s/ D. Craig Lennox______ ------------------- D. Craig Lennox ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority contained in Article V of the Articles of Incorporation One Hundred Million (100,000,000) shares of authorized but unissued shares of unclassified common stock have been duly classified by the Board of Directors of the Corporation as authorized but unissued shares of the Bond Portfolio Common Stock. SECOND: Pursuant to the authority contained in Article V of the Articles of Incorporation One Hundred Million (100,000,000) shares of authorized but unissued shares of unclassified common stock have been duly classified by the Board of Directors of the Corporation as authorized but unissued shares of the Equity Portfolio Common Stock. THIRD: The description of the Bond Portfolio Common Stock and Equity Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. THIRD: The creation of two new classes of authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the corporation consisting of One Billion (1,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to One Hundred Million Dollars ($100,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 20th day of December, 1982, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ D.C. Lennox /s/ G.R. - -------------------------------------- ---------------------- Dinney Secretary President ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority contained in Article V of the Articles of Incorporation, One Hundred Million (100,000,000) shares of authorized but unissued shares of unclassified common stock have been duly classified by the Board of Directors of the Corporation as authorized but unissued shares of the Government Guaranteed Portfolio Common Stock. SECOND: The description of the Government Guaranteed Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. THIRD: The creation of the new class of authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the corporation consisting of One Billion (1,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to One Hundred Million Dollars ($100,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 29th day of March, 1985, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ D.C. Lennox /s/ G.R. - -------------------------------------- ---------------------- Dinney Secretary President ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority contained in Article V of the Articles of Incorporation, two new classes of the Corporation's unissued stock have been duly classified by the Board of Directors of the Corporation, the names of which are Zero-Coupon Treasury (Maturity 1990) Portfolio Common Stock and Zero-Coupon Treasury (Maturity 1995) Portfolio Common Stock each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each. SECOND: The description of the Zero-Coupon Treasury (Maturity 1990) Portfolio Common Stock and Zero-Coupon Treasury (Maturity 1995) Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. THIRD: The creation of two new classes of authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the corporation consisting of One Billion (1,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to One Hundred Million Dollars ($100,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 30th day of September, 1985, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ D.C. Lennox /s/ G.R. - -------------------------------------- ---------------------- Dinney Secretary President ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority contained in Article V of the Articles of Incorporation, a new class of the Corporation's unissued stock has been duly classified by the Board of Directors of the Corporation, the name of which is Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each. SECOND: The description of the Total Return Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. THIRD: The creation of a new class of authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the corporation consisting of One Billion (1,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to One Hundred Million Dollars ($100,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 18th day of August, 1987, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Bruce Loran Cantor /s/ G.R. - --------------------------------------------- ---------------------- Dinney - ------ ARTICLES OF AMENDMENT OF MAXIM SERIES FUND, INC. Maxim Series Fund, Inc., a Maryland corporation having its principal office in the City of Baltimore, Maryland (hereinafter called the "Corporation") hereby certifies to the State Department of Assessments and Taxation that: FIRST: The charter of the Corporation is hereby amended by the changes set forth below to the Articles Supplementary filed with the Maryland State Department of Assessments and Taxation on April 8, 1985 pursuant to Article V of the Articles of Incorporation which were filed with the Maryland State Department of Assessments and Taxation on December 7, 1981. The following is inserted after the third paragraph to such Articles Supplementary: WHEREAS, on March 17, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, authorized the name of such class of stock to be changed to Government and High Quality Securities Portfolio Common Stock, and, on April 30, 1987, the Stockholders approved the change of the name of such class to Government and High Quality Securities Portfolio Common Stock. In addition, paragraph FIRST and SECOND in such Articles Supplementary are amended to change the name of the "Government Guaranteed Portfolio Common Stock" to "Government and High Quality Securities Portfolio Common Stock." SECOND: The amendment of the charter of the Corporation as hereinabove set ofrth has been duly authorized by the Board of Directors and approved by the Stockholders of the Corporation on March 12, 1987 and April 30, 1987, respectively. IN WITNESS WHEREOF: Maxim Series Fund has caused these presents to be signed in its name and on its behalf by its President or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries on this 18th day of August, 1987. ATTEST: MAXIM SERIES FUND, INC. /s/ Bruce Loran Cantor By: /s/ G.R. Derback - ----------------------------- ---------------- The undersigned, President (or Vice President) of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which the certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. _/s/ G.R. Derback______ ---------------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority contained in Article V of the Articles of Incorporation, One Hundred Million (100,000,000) of the Corporation's authorized and unissued shares with a par value of Ten cents ($0.10) each has been classified as Growth Portfolio Common Stock so that the total number of shares classified as Growth Portfolio Common Stock is Two Hundred Million (200,000,000) shares with a par value of Ten cents ($0.10). SECOND: The description of the Growth Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. THIRD: The classification of the Corporation's authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the corporation consisting of One Billion (1,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to One Hundred Million Dollars ($100,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 27th day of January, 1989, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Bruce Loran Cantor /s/ R.B. - --------------------------------------------- ---------------------- Lurie - ----- Title: Assistant Secretary Title: Vice President and Secretary THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ R.B. ------------------------- Lurie Subscribed and sworn to me, a notary public in and for the State of Colorado, this 27th day of January, 1989. _/s/ Vickie L. Armstrong Notary Public My Commission Expires: 8-18-92 --------- ARTICLES OF AMENDMENT OF MAXIM SERIES FUND, INC. Maxim Series Fund, Inc., a Maryland corporation having its principal office in the City of Baltimore, Maryland (hereinafter called the "Corporation") hereby certifies to the State Department of Assessments and Taxation that: FIRST: The charter of the Corporation is hereby amended by the changes set forth below to the Articles Supplementary filed with the Maryland State Department of Assessments and Taxation on April 8, 1985 pursuant to Article V of the Articles of Incorporation which were filed with the Maryland State Department of Assessments and Taxation on December 7, 1981, as such Articles Supplementary were amended by Articles of Amendment filed with the Department on August 20, 1987. The following is inserted after the third paragraph to such Articles Supplementary: WHEREAS, on January 18, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, authorized the name of such class of stock to be changed to U.S. Government Securities Portfolio Common Stock, and, on April 23, 1990, the Stockholders approved the change of the name of such class to U.S. Government Securities Portfolio Common Stock. In addition, paragraph FIRST and SECOND in such Articles Supplementary are amended to change the name of the "Government and High Quality Securities Portfolio Common Stock" to "U.S. Government Securities Portfolio Common Stock." SECOND: The amendment of the charter of the Corporation as hereinabove set forth has been duly authorized by the Board of Directors and approved by the Stockholders of the Corporation on January 18, 1990 and April 23, 1990, respectively. IN WITNESS WHEREOF: Maxim Series Fund has caused these presents to be signed in its name and on its behalf by its President or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries on this 23rd day of April, 1990. ATTEST: MAXIM SERIES FUND, INC. /s/ Ruth B. Lurie By: /s/ G.R. Dinney - ---------------------- --------------- Ruth B. Lurie, Secretary G.R. Dinney, President The undersigned, President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which the certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. _/s/ G.R. Dinney______ --------------- G.R. Dinney, President ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority contained in Article V of the Articles of Incorporation, One Hundred Million (100,000,000) of the Corporation's authorized and unissued shares with a par value of Ten cents ($0.10) each has been classified as Growth Portfolio Common Stock so that the total number of shares classified as Growth Portfolio Common Stock is Three Hundred Million (300,000,000) shares with a par value of Ten cents ($0.10). SECOND: The description of the Growth Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. THIRD: The classification of the Corporation's authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the corporation consisting of One Billion (1,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to One Hundred Million Dollars ($100,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 25th day of October, 1990, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ G.R. - --------------------------------------- ------------------- Dinney Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ G.R. ------------------------- Dinney Subscribed and sworn to me, a notary public in and for the State of Colorado, this 2nd day of January, 1991. _/s/ Mary Stibal ______ ---------------- Notary Public My Commission Expires: 6-21-94 --------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: Pursuant to the authority contained in Article V of the Articles of Incorporation, the Board of Directors of the Corporation, on August 5, 1992, has redesignated the One Hundred Million (100,000,000) shares of the Corporation's common stock authorized and unissued as Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock, with a par value of Ten cents ($0.10) each, as Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock is Two Hundred Million (200,000,000) shares with a par value of Ten cents ($0.10). THIRD: The description of the Bond Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. FOURTH: Pursuant to the authority contained in the Articles of Incorporation and in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, the Board of Directors of the Corporation, on August 5, 1992, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($0.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000). FIFTH: Immediately before the aforementioned increase in the aggregate number of shares of capital stock of the Corporation that the Corporation has the authority to issue, (i) the total number of shares of capital stock that Corporation had authority to issue was One Billion (1,000,000,000) shares of capital stock with the aggregate par value of all such shares of capital stock to One Hundred Million Dollars ($100,000,000), and (ii) the total number of authorized shares of Money Market Portfolio Common Stock, Growth Portfolio Common Stock, U.S. Government Securities Portfolio Common Stock, Bond Portfolio Common Stock, Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock and Total Return Portfolio Common Stock were Two Hundred Million (200,000,000) shares, Three Hundred Million (300,000,000) shares, One Hundred Million (100,000,000) shares, Two Hundred Million (200,000,000) shares, One Hundred Million (100,000,000) shares and One Hundred Million (100,000,000) shares, respectively, with a par value for each such class of common stock of Ten cents ($0.10). SIXTH: Immediately after the aforementioned increase in the aggregate number of shares of capital stock of the Corporation that the Corporation has authority to issue, (I) the total number of shares of all classes of capital stock that the Corporation had authority to issue, as increased, is Two Billion (2,000,000,000) shares of capital stock, with the aggregate par value of all such shares of capital stock, as increased, of Two Hundred Million Dollars ($200,000,000), and (ii) the total number of authorized shares of Money Market Portfolio Common Stock, Growth Portfolio Common Stock, U.S. Government Securities Portfolio Common Stock, Bond Portfolio Common Stock, Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock and Total Return Portfolio Common Stock were Two Hundred Million (200,000,000) shares, Three Hundred Million (300,000,000) shares, One Hundred Million (100,000,000) shares, Two Hundred Million (200,000,000) shares, One Hundred Million (100,000,000) shares and One Hundred Million (100,000,000) shares, respectively, with a par value for each such class of common stock, as increased, of Ten cents ($0.10). SEVENTH: The description of each class of Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 25th day of November, 1992, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ Dennis - -------------------------------------- -------------------- Low - --- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ Dennis Low Dennis Low, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this 25th day of November, 1992. _/s/ Florence A. Aston______ --------------------- Notary Public My Commission Expires: 4/26/93 --------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: Pursuant to the authority contained in the Articles of Incorporation, the Board of Directors, on August 5, 1992, has created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten cents ($0.10) each. THIRD: The description of the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. FOURTH: The creation of two (2) new classes of authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the Corporation consisting of Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to Two Hundred Million Dollars ($200,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 17th day of December, 1992, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ Dennis - --------------------------------------------- -------------------- Low - --- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ Dennis Low Dennis Low, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this 17th day of December, 1992. _/s/ Lisa K. Anselmo________ ------------------- Notary Public My Commission Expires: 09-25-1994 ------------ ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created six (6) new classes of the Corporation's unissued stock, the names of which are the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Stock Index Common Stock so that the total number of shares classified as the Stock Index Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland authorized an additional Two Billion (2,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Four Hundred Million Dollars ($400,000,000), and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: Pursuant to the authority contained in the Articles of Incorporation, the Board of Directors, on November 19, 1993, has created six (6) new classes of the Corporation's unissued stock, the names of which are the Small-Cap Index Portfolio Common Stock, the Growth Index Portfolio Common Stock, the Value Index Portfolio Common Stock, the Small-Cap Value Portfolio Common Stock, the International Equity Portfolio Common Stock, and the Mid-Cap Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each. THIRD: Pursuant to the authority contained in the Articles of Incorporation, One Hundred Million (100,000,000) of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each has been classified as Stock Index Portfolio Common Stock so that the total number of shares classified as Stock Index Portfolio Common Stock is Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each. FOURTH: The description of the Stock Index Portfolio Common Stock, Small-Cap Index Portfolio Common Stock, the Growth Index Portfolio Common Stock, the Value Index Portfolio Common Stock, the Small-Cap Value Portfolio Common Stock, the International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. FIFTH: The creation of six (6) new classes of authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the Corporation consisting of Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to Two Hundred Million Dollars ($200,000,000). SIXTH: Pursuant to the authority contained in the Articles of Incorporation and in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, the Board of Directors of the Corporation, on November 19, 1993, authorized an additional Two Billion (2,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Four Billion (4,000,000,000) shares with a par value of Ten Cents ($0.10) each, and with an aggregate par value of Four Hundred Million Dollars ($400,000,000). SEVENTH: Immediately before the aforementioned increase in the aggregate number of shares of capital stock of the Corporation that the Corporation has the authority to issue, (i) the total number of shares of capital stock that Corporation had authority to issue was Two Billion (2,000,000,000) shares of capital stock with the aggregate par value of all such shares of capital stock to Two Hundred Million Dollars ($200,000,000), and (ii) the total number of authorized shares of Money Market Portfolio Common Stock, Stock Index Portfolio Common Stock, U.S. Government Securities Portfolio Common Stock, Bond Portfolio Common Stock, Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, Total Return Portfolio Common Stock, Investment Grade Corporate Bond Portfolio Common Stock, U.S. Government Mortgage Securities Portfolio Common Stock, Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock, and Mid-Cap Portfolio Common Stock were Two Hundred Million (200,000,000) shares, Five Hundred Million (500,000,000) shares, One Hundred Million (100,000,000) shares, Two Hundred Million (200,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, and One Hundred Million (100,000,000) shares, respectively, with a par value for each such class of common stock of Ten cents ($0.10). EIGHTH: Immediately after the aforementioned increase in the aggregate number of shares of capital stock of the Corporation that the Corporation has authority to issue, (I) the total number of shares of all classes of capital stock that the Corporation had authority to issue, as increased, is Four Billion (4,000,000,000) shares of capital stock, with the aggregate par value of all such shares of capital stock, as increased, of Four Hundred Million Dollars ($400,000,000), and (ii) the total number of authorized shares of Money Market Portfolio Common Stock, Stock Index Portfolio Common Stock, U.S. Government Securities Portfolio Common Stock, Bond Portfolio Common Stock, Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, Total Return Portfolio Common Stock, Investment Grade Corporate Bond Portfolio Common Stock, U.S. Government Mortgage Securities Portfolio Common Stock, Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock, and Mid-Cap Portfolio Common Stock were Two Hundred Million (200,000,000) shares, Five Hundred Million (500,000,000) shares, One Hundred Million (100,000,000) shares, Two Hundred Million (200,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, One Hundred Million (100,000,000) shares, and One Hundred Million (100,000,000) shares, respectively, with a par value for each such class of common stock, as increased, of Ten cents ($0.10). NINTH: The description of each class of Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 4th day of November, 1994, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ Dennis - --------------------------------------------- -------------------- Low - --- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ Dennis Low Dennis Low, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this 4th day of November, 1994. _/s/ Lisa K. Anselmo_________ ------------------- Notary Public My Commission Expires: Oct. 3, 1998 -------------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created six (6) new classes of the Corporation's unissued stock, the names of which are the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Stock Index Common Stock so that the total number of shares classified as the Stock Index Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland authorized an additional Two Billion (2,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Four Hundred Million Dollars ($400,000,000), and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created seven (7) new classes of the Corporation's unissued stock, the names of which are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; and WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Securities Common Stock so that the total number of shares classified as U.S. Government Securities Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: Pursuant to the authority contained in the Articles of Incorporation, the Board of Directors, on October 25, 1994, has created seven (7) new classes of the Corporation's unissued stock, the names of which are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock, and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each. THIRD: Pursuant to the authority contained in the Articles of Incorporation, One Hundred Million (100,000,000) of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each has been classified as U.S. Government Securities Common Stock so that the total number of shares classified as U.S. Government Securities Common Stock is Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each. FOURTH: The description of the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock, Maxim T. Row Price Equity/Income Common Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock and Maxim Vista Growth & Income Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. FIFTH: The creation of seven (7) new classes of authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the Corporation consisting of Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to Four Hundred Million Dollars ($400,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 4th day of November, 1994, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ Dennis - --------------------------------------------- -------------------- Low - --- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ Dennis Low Dennis Low, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this 4th day of November, 1994. _/s/ Lisa K. Anselmo_________ ------------------- Notary Public My Commission Expires: Oct. 3, 1998 -------------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created six (6) new classes of the Corporation's unissued stock, the names of which are the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Stock Index Common Stock so that the total number of shares classified as the Stock Index Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland authorized an additional Two Billion (2,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Four Hundred Million Dollars ($400,000,000), and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created seven (7) new classes of the Corporation's unissued stock, the names of which are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; and WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Securities Common Stock so that the total number of shares classified as U.S. Government Securities Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Money Market Portfolio Common Stock so that the total number of shares classified as Money Market Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so that the total number of shares classified as U.S. Government Mortgage Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares with par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: Pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each has been classified as Money Market Portfolio Common Stock so that the total number of shares classified as Money Market Portfolio Common Stock is Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each. THIRD: Pursuant to the authority contained in the Articles of Incorporation, One Hundred Million (100,000,000) of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each has been classified as U.S. Government Mortgage Securities Portfolio Common Stock so that the total number of shares classified as U.S. Government Mortgage Securities Common Stock is Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each. IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this 8th day of March, 1995, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ Dennis Low - --------------------------------------------- -------------------- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ Dennis Low Dennis Low, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this 8th day of March, 1995. _/s/ Michael Branstiter_________ ---------------------- Notary Public My Commission Expires: 3/14/98 --------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created six (6) new classes of the Corporation's unissued stock, the names of which are the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Stock Index Common Stock so that the total number of shares classified as the Stock Index Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland authorized an additional Two Billion (2,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Four Hundred Million Dollars ($400,000,000), and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created seven (7) new classes of the Corporation's unissued stock, the names of which are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; and WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Securities Common Stock so that the total number of shares classified as U.S. Government Securities Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Money Market Portfolio Common Stock so that the total number of shares classified as Money Market Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so that the total number of shares classified as U.S. Government Mortgage Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares with par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on May 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Mid-Cap Portfolio Common Stock so that the total number of shares classified as the Mid-Cap Portfolio Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on July 28, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created one (1) new class of the Corporation's unissued stock, the name of which is Short-Term Bond Portfolio Common Stock shares consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; and NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: Pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each has been classified as Mid-Cap Portfolio Common Stock so that the total number of shares classified as Mid-Cap Portfolio Common Stock is Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each. THIRD: Pursuant to the authority contained in the Articles of Incorporation, the Board of Directors of the Corporation, on July 28, 1995, has created one (1) new class of the Corporation's unissued stock, the name of which is Short-Term Maturity Bond Portfolio Common Stock and consists of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each. FOURTH: The description of the Short-Term Maturity Bond Portfolio Common Stock is the same as the description of the Corporation's capital stock set forth in Article V of its Articles of Incorporation. FIFTH: The creation of the new class of authorized but unissued shares as set forth in these Articles Supplementary has effected no change in the authorized capital of the Corporation consisting of Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, amounting in the aggregate to Four Hundred Million Dollars ($400,000,000). IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this _22nd day of September, 1995, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ Dennis - --------------------------------------------- -------------------- Low - --- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ Dennis Low Dennis Low, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this 22nd day of September, 1995. _/s/ Michael Branstiter_________ ---------------------- Notary Public My Commission Expires: 3/14/98 --------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created six (6) new classes of the Corporation's unissued stock, the names of which are the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Stock Index Common Stock so that the total number of shares classified as the Stock Index Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland authorized an additional Two Billion (2,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Four Hundred Million Dollars ($400,000,000), and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created seven (7) new classes of the Corporation's unissued stock, the names of which are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; and WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Securities Common Stock so that the total number of shares classified as U.S. Government Securities Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Money Market Portfolio Common Stock so that the total number of shares classified as Money Market Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so that the total number of shares classified as U.S. Government Mortgage Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares with par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on May 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Mid-Cap Portfolio Common Stock so that the total number of shares classified as the Mid-Cap Portfolio Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on July 28, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created one (1) new class of the Corporation's unissued stock, the name of which is Short-Term Bond Portfolio Common Stock shares consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; and WHEREAS, on February 20, 1996, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Money Market Portfolio Common Stock so that the total number of shares classified as the Money Market Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: Pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Money Market Portfolio Common Stock so that the total number of shares classified as the Money Market Portfolio Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each. IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this _18th day of April, 1996, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ Dennis Low - ----------------------------- -------------------- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ Dennis Low Dennis Low, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this _18th_ day of April, 1996. _/s/ Michael Branstiter_________ ---------------------- Notary Public My Commission Expires: 3/14/98 --------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created six (6) new classes of the Corporation's unissued stock, the names of which are the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Stock Index Common Stock so that the total number of shares classified as the Stock Index Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland authorized an additional Two Billion (2,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Four Hundred Million Dollars ($400,000,000), and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created seven (7) new classes of the Corporation's unissued stock, the names of which are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; and WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Securities Common Stock so that the total number of shares classified as U.S. Government Securities Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Money Market Portfolio Common Stock so that the total number of shares classified as Money Market Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so that the total number of shares classified as U.S. Government Mortgage Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares with par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on May 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Mid-Cap Portfolio Common Stock so that the total number of shares classified as the Mid-Cap Portfolio Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on July 28, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created one (1) new class of the Corporation's unissued stock, the name of which is Short-Term Bond Portfolio Common Stock shares consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; and WHEREAS, on February 20, 1996, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Money Market Portfolio Common Stock so that the total number of shares classified as the Money Market Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on April 18, 1996, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Money Market Portfolio Common Stock so that the total number of shares classified as the Money Market Portfolio Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: On August 20, 1996, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock consisting of classified One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Maxim INVESCO Balanced Portfolio Common Stock so that the total number of shares classified as Maxim INVESCO Balanced Portfolio Common Stock was One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each; THIRD: On January 2, 1997, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Money Market Portfolio Common Stock so that the total number of shares classified as the Money Market Portfolio Common Stock was Six Hundred Million (600,000,000) shares with a par value of Ten Cents ($.10) each; FOURTH: On March 6, 1997, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the MidCap Growth Portfolio Common Stock and the Blue Chip Portfolio Common stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each. IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this _7th day of May, 1997, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ J.D. Motz - -------------------------------------- ------------------- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ J.D. Motz ------------------------- James D. Motz, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this _7th_ day of May, 1997. _/s/ Debbie L. Wright_________ -------------------- Notary Public My Commission Expires: October 5, 1998 ----------------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on December 7, 1981, Maxim Series Fund, Inc., a Maryland Corporation (the "Corporation"), filed with the State Department of Assessments and Taxation of Maryland its Articles of Incorporation which, pursuant to Article V thereof, authorized the Corporation to issue One Billion (1,000,000,000) shares of capital stock with the par value of Ten Cents ($.10) each, and with the aggregate par value of One Hundred Million Dollars ($100,000,000), of which Two Hundred Million (200,000,000) shares were allocated to a class of common stock designated Money Market Portfolio Common Stock; WHEREAS, on June 1, 1982, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were the Bond Portfolio Common Stock and Equity Portfolio Common Stock (which subsequently was changed to the Growth Portfolio Common Stock, and thereafter changed to the Stock Index Portfolio Common Stock), each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 30, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation created a new class of the Corporation's unissued stock, the name of which was the Government Guaranteed Common Stock (which subsequently was changed to the Government and High Quality Securities Portfolio Common Stock, and thereafter changed to the U.S. Government Securities Portfolio Common Stock), consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on July 25, 1985, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which were Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock and Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on March 12, 1987, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created a new class of the Corporation's unissued stock, the name of which was Total Return Portfolio Common Stock consisting of One Hundred Million (100,000,000) shares with a part value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on January 27, 1989, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1990, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was subsequently changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1990) Common Stock consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Bond Portfolio Common Stock so that the total number of shares classified as Bond Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland, authorized an additional One Billion (1,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Two Billion (2,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Two Hundred Million Dollars ($200,000,000) and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Growth Portfolio Common Stock (which was changed to the Stock Index Portfolio Common Stock) so that the total number of shares classified as the Growth Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which Articles Supplementary were filed with the State Department of Assessments and Taxation of Maryland; WHEREAS, on August 5, 1992, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the U.S. Government Mortgage Securities Portfolio Common Stock and the Investment Grade Corporate Bond Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created six (6) new classes of the Corporation's unissued stock, the names of which are the Small-Cap Index Portfolio Common Stock, Growth Index Portfolio Common Stock, Value Index Portfolio Common Stock, Small-Cap Value Portfolio Common Stock, International Equity Portfolio Common Stock and Mid-Cap Portfolio Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Stock Index Common Stock so that the total number of shares classified as the Stock Index Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on November 19, 1993, the Board of Directors of the Corporation, in accordance with Section 2-105(c) of the General Corporation Law of the State of Maryland authorized an additional Two Billion (2,000,000,000) shares of capital stock with a par value of Ten Cents ($.10) each to bring the total number of authorized shares to Four Billion (4,000,000,000) shares with a par value of Ten Cents ($.10) each, and with an aggregate par value of Four Hundred Million Dollars ($400,000,000), and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created seven (7) new classes of the Corporation's unissued stock, the names of which are the Maxim INVESCO Small-Cap Growth Common Stock, Maxim INVESCO ADR Common Stock, Maxim T. Rowe Price Equity/Income Common Stock, Small-Cap Aggressive Growth Common Stock, Corporate Bond Common Stock, Foreign Equity Common Stock and Maxim Vista Growth & Income Common Stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filings of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; and WHEREAS, on October 25, 1994, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Securities Common Stock so that the total number of shares classified as U.S. Government Securities Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as Money Market Portfolio Common Stock so that the total number of shares classified as Money Market Portfolio Common Stock was Three Hundred Million (300,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on February 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each as U.S. Government Mortgage Securities Portfolio Common Stock so that the total number of shares classified as U.S. Government Mortgage Securities Portfolio Common Stock was Two Hundred Million (200,000,000) shares with par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland; WHEREAS, on May 15, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Mid-Cap Portfolio Common Stock so that the total number of shares classified as the Mid-Cap Portfolio Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on July 28, 1995, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, created one (1) new class of the Corporation's unissued stock, the name of which is Short-Term Bond Portfolio Common Stock shares consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; and WHEREAS, on February 20, 1996, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Money Market Portfolio Common Stock so that the total number of shares classified as the Money Market Portfolio Common Stock was Four Hundred Million (400,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on April 18, 1996, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Money Market Portfolio Common Stock so that the total number of shares classified as the Money Market Portfolio Common Stock was Five Hundred Million (500,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on August 20, 1996, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, changed the designation of the Zero-Coupon Treasury Portfolio (Maturity 1995) Common Stock consisting of classified One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each to Maxim INVESCO Balanced Portfolio Common Stock so that the total number of shares classified as Maxim INVESCO Balanced Portfolio Common Stock was One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on January 2, 1997, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classified One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Money Market Portfolio Common Stock so that the total number of shares classified as the Money Market Portfolio Common Stock was Six Hundred Million (600,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; WHEREAS, on March 6, 1997, the Board of Directors of the Corporation pursuant to the authority contained in the Articles of Incorporation, created two (2) new classes of the Corporation's unissued stock, the names of which are the MidCap Growth Portfolio Common Stock and the Blue Chip Portfolio Common stock, each consisting of One Hundred Million (100,000,000) shares with a par value of Ten Cents ($.10) each and for which the Board of Directors of the Corporation further authorized the filing of Articles Supplementary with the State Department of Assessment and Taxation of Maryland; NOW, THEREFORE, the Corporation, having its principal office in the City of Baltimore, in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. SECOND: On April 21, 1997, the Board of Directors of the Corporation, pursuant to the authority contained in the Articles of Incorporation, classifed One Hundred Million (100,000,000) shares of the Corporation's authorized but unissued shares with a par value of Ten Cents ($.10) each to Value Index Portfolio Common Stock so that the total number of shares classified as the Value Index Portfolio Common Stock was Two Hundred Million (200,000,000) shares with a par value of Ten Cents ($.10) each IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary this _20th day of June, 1997, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ J.D.Motz - ----------------------------------------- ------------------- Title: Assistant Secretary Title: Chairman and President THE UNDERSIGNED, Chairman and President of Maxim Series Fund, Inc., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. /s/ J.D.Motz ------------------------- James D. Motz, Chairman and President, Maxim Series Fund, Inc. Subscribed and sworn to me, a notary public in and for the State of Colorado, this _20th_ day of June, 1997. _/s/ Debbie L. Wright_________ -------------------- Notary Public My Commission Expires: October 5, 1998 ----------------- ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, June 13, 1997, the Maxim Series Fund Board of Directors, pursuant to the authority contained in the Articles of Incorporation, unanimously approved by written consent the amendment to the Articles of Incorporation hereby classifying 100 million shares of Corporate Bond Common Stock @ $.10 for each. WHEREAS, on August 18, 1997, the Maxim Series Fund Board of Directors, pursuant to the authority contained in the Articles of Incorporation, unanimously approved the amendment to the Articles of Incorporation hereby increasing the total number of shares of capital stock which the Corporation shall have the authority to issue from four billion shares to seven billion shares, at the par value of ten cents ($.10) per share of the aggregate par value of $700 million. WHEREAS, on August 18, 1997, the Maxim Series Fund Board of Directors, pursuant to the authority contained in the Articles of Incorporation, unanimously approved the amendment to the Articles of Incorporation hereby classifying 100 million shares of fully paid and non-assessable shares each to be allocated to the following classes of common stock: as Maxim Aggressive Profile Common Stock; Maxim Moderately Aggressive Profile Common Stock; Maxim Moderate Profile Common Stock; Maxim Moderately Conservative Profile Common Stock; Maxim Conservative Profile Common Stock; Large-Cap Growth Common Stock; International Equity Common Stock; Small-Cap Aggressive Growth Common Stock; Maxim T. Rowe Price Equity/Income Common Stock; Maxim Vista Growth & Income Common Stock; Investment Grade Corporate Bond Common Stock; Small-Cap Index Common Stock; and Growth Index Common Stock at ten cents ($.10) for each thereof. IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these present to be signed in its name and on its behalf by its Chairman or Vice Chairman, President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or one of its Assistant Secretaries this __26th___ day of _September_, 1997, and the undersigned Officers of acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information, and belief, all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. _/s/ Beverly A. Byrne _/s/ J.D. Motz__________ -------------------- ------------- Title: Secretary Title: Chairman and President ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, December 4, 1997, the Maxim Series Fund Board of Directors, pursuant to the authority contained in the Articles of Incorporation, unanimously approved by written consent the amendment to the Articles of Incorporation classifying 100 million shares of fully paid and non-assessable shares each for a total of 500 million shares, to be allocated to the following classes of common stock: as Money Market Common Stock, Foreign Equity Common Stock, Short-Term Maturity Common Stock, Maxim INVESCO Balanced Common Stock, and Blue Chip Common Stock at ten cents ($.10) for each thereof. IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these presents to be signed in its name and on its behalf by its Chairman and President, and its corporate seal to be hereunto affixed and attested by its Secretary this 9th day of January , 1998, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information and belief all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties for perjury. ATTEST: MAXIM SERIES FUND, INC. /s/ Beverly A. Byrne /s/ J.D. Motz - ----------------------------- -------------- Title: Secretary Title: Chairman and President ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, on October 2, 1998, the Maxim Series Fund Board of Directors, pursuant to authority contained in the Articles of Incorporation, unanimously approved by written consent the amendment to the Articles of Incorporation classifying 100,000 shares of fully paid and non-assessable shares each for a total of 500,000 shares, to be allocated to the following classes of stock: as Maxim MidCap Growth Common Stock, Value Index Common Stock, MidCap Common Stock, Money Market Common Stock, and Corporate Bond Common Stock at ten cents ($.10) for each thereof. IN WITNESS WHEREOF, MAXIM SERIES FUND, INC. has caused these presents to be signed in its name and on its behalf by its Chairman and President, and its corporate seal to be hereunto affixed and attested by its Secretary this __19th_ day of _October______, 1998, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information and belief all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties of perjury. ATTEST: MAXIM SERIES FUND, INC. _/s/ Beverly A. Byrne____________ _/s/ Douglas L. Wooden______ -------------------- --------------------- Title: Secretary Title: Chairman and President ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, Maxim Series Fund, Inc., a Maryland Corporation, is registered as an open-end investment company under the Investment Company Act of 1940; and WHEREAS, as an open-end investment company, Maxim Series Fund, Inc., has authorized and classified shares to be offered through different investment portfolios; and WHEREAS, each different investment portfolio has a different name; and WHEREAS, on April 7, 1999, the Maxim Series Fund Board of Directors, pursuant to the authority contained in the Articles of Incorporation, approved an amendment to the Articles of Incorporation renaming certain of its portfolios. NOW, THEREFORE, the Maxim Series Fund, Inc., having its principal office in the City of Baltimore, Maryland, hereby certifies to the State of Maryland Department of Assessments and Taxation that on April 7, 1999, the Maxim Series Fund Board of Directors, pursuant to the authority contained in its Articles of Incorporation approved the amendment to the Articles of Incorporation renaming certain of its portfolios from their current portfolio names to new portfolio names as follows: CURRENT PORTFOLIO NAME NEW PORTFOLIO NAME Money Market Maxim Money Market Bond Maxim Bond U.S. Government Securities Maxim U.S. Government Securities Investment Grade Corporate Bond Maxim Investment Grade Corporate Bond U.S. Government Mortgage Securities Maxim U.S. Government Mortgage Securities Corporate Bond Maxim Loomis Sayles Corporate Bond Short-Term Maturity Bond Maxim Short-Term Maturity Bond MidCap Maxim Ariel MidCap Value MidCap Growth Maxim T. Rowe Price MidCap Growth Small-Cap Aggressive Growth Maxim Loomis Sayles Small-Cap Value Stock Index Maxim Stock Index Small-Cap Index Maxim Index 600 Value Index Maxim Value Index Growth Index Maxim Growth Index International Equity Maxim Templeton International Equity Blue Chip Maxim Founders Blue Chip Foreign Equity Maxim Foreign Equity Small-Cap Value Maxim Ariel Small-Cap Value IN WITNESS WHEREOF, MAXIM SERIES FUND, INC., has caused these presents to be signed in its name and on its behalf by its Chairman and President, and its corporate seal to be hereunto affixed and attested by its Secretary this _26th_ day of _____April____, 1999, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information and belief all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties of perjury. ATTEST: MAXIM SERIES FUND, INC. _/s/ Beverly A. Byrne_______ _/s/ J.D. Motz______________________ -------------------- ------------- Title: Secretary Title: Chairman and President ARTICLES SUPPLEMENTARY MAXIM SERIES FUND, INC. WHEREAS, Maxim Series Fund, Inc., a Maryland Corporation, is registered as an open-end investment company under the Investment Company Act of 1940; and WHEREAS, as an open-end investment company, Maxim Series Fund, Inc., has authorized and classified shares to be offered through different investment portfolios; and WHEREAS, each different investment portfolio has a different name; and WHEREAS, on May 27, 1999, the Maxim Series Fund Board of Directors, pursuant to the authority contained in the Articles of Incorporation, approved an amendment to the Articles of Incorporation renaming one of its portfolios. NOW, THEREFORE, the Maxim Series Fund, Inc., hereby certifies to the State of Maryland Department of Assessments and Taxation that on May 27, 1999, the Maxim Series Fund Board of Directors, pursuant to the authority contained in its Articles of Incorporation approved the amendment to the Articles of Incorporation changing the name of "Maxim Founders Blue Chip Portfolio" to "Maxim Founders Growth & Income Portfolio." IN WITNESS WHEREOF, MAXIM SERIES FUND, INC., has caused these presents to be signed in its name and on its behalf by its Chairman and President, and its corporate seal to be hereunto affixed and attested by its Secretary this _3rd__ day of __June__, 1999, and the undersigned Officers acknowledge that these Articles Supplementary are the act of the Corporation, that to the best of their knowledge, information and belief all matters and facts set forth herein are true in all material respects, and that this statement is made under the penalties of perjury. ATTEST: MAXIM SERIES FUND, INC. _/s/ Beverly A. Byrne___________ _/s/ J.D. Motz_____________________ -------------------- ------------- Title: Secretary Title: Chairman and President EX-99.23B 3 BYLAWS Exhibit 23 (b) Bylaws, as amended BY-LAWS OF MAXIM SERIES FUND, INC. ARTICLE I -- Offices Section 1.Principal Executive Office.................................1 Section.............................1.................2.Other Offices ARTICLE II -- Meetings of Stockholders Section 1. Annual Meeting..........................................1 Section 2. Special Meetings........................................2 Section 3. Place of Meetings.......................................2 Section 4. Notice of Meetings; Waiver of Notice...................2 Section 5. Quorum..................................................3 Section 6. Organization............................................4 Section 7. Order of Business.......................................4 Section 8. Voting.................................................4 Section 9. Fixing of Record Date...................................6 Section....................Inspectors.................10..................6 Section....................Consent of Stockholders in Lieu of Meeting........7 ARTICLE III -- Board of Directors Section 1. General Powers..........................................8 Section 2. Number of Directors.....................................8 Section 3. Election and Term of Directors .........................9 Section 4. Resignation.............................................9 Section 5. Removal of Directors....................................9 Section..................Vacancies.......10...........6. Section 7. Place of Meetings......................................10 Section 8. Regular Meetings.......................................11 Section 9. Special Meetings.......................................11 Section 10. Annual Meeting.........................................11 Section 11. Notice of Special Meetings.............................11 Section 12. Waiver of Notice of Meetings...........................12 Section 13. Quorum and-Voting......................................12 Section 14. Organization...........................................13 Section 15. Written Consent of Directors in Lieu of Meeting 13 Section 16. Compensation...........................................14 Section 17. Investment Policies....................................14 ARTICLE IV -- Committees Section 1. Executive Committee....................................15 Section 2. Other Committees of the Board..........................16 Section 3. General...............................................16 ARTICLE V -- Officers, Agents, and Employees Section 1. Number and Qualifications..............................17 Section 2. Resignations...........................................18 Section 3. Removal of Officer, Agent, or Employee.........................................19 Section 4. Vacancies..............................................19 Section 5. Compensation...........................................19 Section 6. Bonds or other Security................................19 Section 7. President..............................................20 Section 8. Vice President.........................................20 Section 9. Treasurer..............................................20 Section 10. Secretary..............................................21 Section 11. Delegation of Duties...................................22 ............................................ARTICLE VI -- Indemnification 22 ARTICLE VII -- Capital Stock Section 1. Stock Certificates.................................23 Section 2. Books of Account and Record. of Stockholders.................................24 Section 3. Transfers of Shares................................24 Section 4. Regulations........................................25 Section 5. Lost, Destroyed., or mutilated Certificates....................................25 Section 6. Fixing of a Record Date for Dividends and Distributions.....................26 Section 7. Registered Owner of Shares.........................26 Section 8. Information to Stockholders and-Others......................................27 Section 9. Involuntary Redemption of Shares...................27 ARTICLE VIII - Seal................................................... 27 ................................................ARTICLE IX -- Fiscal Year 28 ARTICLE X -- Depositories and Custodians Section 1. Depositories ........................................28 Section 2. Custodians.............................................28 ARTICLE XI -- Execution of Instruments Section 1. Checks, Notes, Drafts, etc.............................29 Section 2. Sale or Transfer of Securities.........................29 ARTICLE XII --Independent Public Accountants.................................29 ARTICLE XIII -- Annual Statement..................................30 ARTICLE XIV -- Fundamental Policies Section 1. Policies Applicable to All Portfolios..................31 Section 2. Additional Portfolios..................................34 ...............................................ARTICLE XV - Amendments 35 BY-LAWS OF MAXIM SERIES FUND, INC. ARTICLE I Offices Section 1. Principal Executive Office. The principal executive office of the -------------------------- Corporation shall be at Great-West Plaza, 1675 Broadway, City of Denver, State of Colorado. Section 2. Other Offices. The Corporation may have such other offices in such ------------- places as the Board of Directors may from time to time determine. ARTICLE II Meetings of Stockholders Section 1. Annual Meetings. An annual meeting of the stockholders of the Corporation for the election of directors in accordance with and as required by the provisions of these By-Laws and as otherwise required by statute, and for the transaction of such other business as may properly be brought before the meeting shall be held no later than one hundred twenty (120) days of the occurrence of the event requiring the meeting, as shall be designated by the Board of Directors. Any business of the Corporation may be transacted at the annual meeting without being specifically designated in the notice, except such business as is specifically required by statute to be stated in the notice. Section 2. Special-Meetings. Special meetings of the stockholders, unless otherwise provided by law or by the Articles of Incorporation, may be called for any purpose or purposes by a majority of the Board of Directors, by the President, or upon the written request of the holders of at least 25% of the outstanding capital stock of the Corporation entitled to vote at such meeting. Section 3. Place of Meetings. The annual meeting, and any special meetings, of the stockholders shall be held at such place within the United States as the Board of Directors may from time to time determine. Section 4. Notice of Meetings; Waiver of Notice. Notice of the place, date, and time of the holding of each annual or special meeting of the stockholders and the purpose or purposes of each special meeting shall be given personally or by mail, not less than ten nor more than sixty days before the date of such meeting, to each stockholder entitled to vote at such meeting and to each other stockholder entitled to notice of the meeting. Notice by mail shall be deemed to be duly given when deposited in the United States mail addressed to the stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Notice of any meeting of stockholders shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, or who shall, either before or after the meeting, submit a signed waiver of notice that is filed with the records of the meeting. When a meeting is adjourned to another time and place, unless the Board of Directors after the adjournment, shall fix a new record date for an adjourned meeting, or unless the adjournment is for more than thirty days, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. Section 5. Quorum. At all meetings of the stockholders, the holders of a majority of the shares of stock of the Corporation entitled to vote at the meeting who are present in person or by proxy shall constitute a quorum for the transaction of any business, except as otherwise provided by statute or by the Articles of Incorporation or these By-Laws. In the absence of a quorum no business may be transacted, except that the holders of a majority of the shares of stock who are present in person or by proxy and who are entitled to vote may adjourn the meeting from time to time without notice other than announcement thereat except as otherwise required by these By-Laws, until the holders of the requisite amount of shares of stock shall be so present. At any such adjourned meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called. The absence from any meeting, in person or by proxy, of holders of the number of shares of stock of the Corporation in excess of a majority thereof that may be required by the laws of the State of Maryland, the Investment Company Act of 1940, as amended, or other applicable statute, the Articles of Incorporation, or these By-Laws for action upon any given matter shall not prevent action at such meeting upon any other matter or matters that may properly come before the meeting, if there shall be present thereat, in person or by proxy, holders of the number of shares of stock of the Corporation required for action in respect of such other matter or matters. Section 6. Organization. At each meeting of the stockholders, the Chairman of the Board, if one has been designated by the Board, or in his absence or inability to act, the President, or in the absence or inability to act of both the Chairman of the Board and the President, any Vice-President, or any other designated officer shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Section 7. Order of Business. The order of business at all meetings of the - ----------------- stockholders shall be as determined by the Chairman of the meeting. Section 8. Voting. Except as otherwise provided by statute or the Articles of Incorporation, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for each full share and a fractional vote for each fractional share, standing in his name on the record of stockholders of the Corporation as of the record date determined pursuant to Section 9 of this Article II or, if such record date shall not have been so fixed, then at the later of (i) the close of business on the day on which notice of the meeting is mailed or (ii) the thirtieth day before the meeting. Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where such proxy states that it is irrevocable and where an irrevocable proxy is permitted by law. Except as otherwise provided by statute, the Articles of Incorporation, or these By-Laws, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action; provided that, if any action is required to be taken by the vote of a majority of the outstanding shares of all the stock or of any class of stock, then such action shall be taken if approved by the lesser of (i) 67 percent or more of the shares present at a meeting in person or represented by proxy, at which more than 50 percent of the outstanding shares are represented or (ii) more than 50 percent of the outstanding shares. If a vote shall be taken on any question other than the election of directors, which shall be by written ballot, then unless required by statute or these By-Laws, or determined by the chairman of the meeting to be advisable, any such vote need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted. Section 9. Fixing of Record Date. The Board of Directors may fix, in advance, a record date not more than sixty nor less than ten days before the date then fixed for the holding of any meeting of the stockholders. All persons who were holders of record of shares at such time, and no others, shall be entitled to vote at such meeting and any adjournment thereof. Section 10. Inspectors. The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint inspectors. Each inspector, before entering upon the discharge of his duties shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting number of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effort of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote in fairness to all stockholders. On request of the chairman of the meeting or of any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request, or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders. Section 11. Consent of Stockholders in Lieu of Meeting. Except as otherwise provided by statute or the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if the following are filed with the records of stockholders' meetings: (i) a unanimous written consent that sets forth the action and is signed by each stockholder entitled to vote on the matter and (ii) a written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote thereat. ARTICLE III Board of Directors Section 1. General Powers. Except as otherwise provided in the Articles of Incorporation, the business and affairs of the Corporation shall be managed by the Board of Directors. The Board may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or the Articles of Incorporation directed or required to be exercised or done by the stockholders. Section 2. Number of Directors. The number of directors initially shall be five (5) but such number may be changed from time to time by resolution of the Board of Directors adopted by a majority of the Directors then in office; provided; however, that the number of directors shall in no event be less than, three (3). Any vacancy created by an increase in directors may be filled in accordance with Section 6 of this Article III. No reduction in the number of directors shall have the effect of removing any director from office before the expiration of his term unless such director is specifically removed pursuant to Section 5 of this Article III at the time of such reduction. Directors need not be stockholders but the Board of Directors shall be comprised of persons eligible to so serve under the Investment Company Act of 1940, as amended. Section 3. Election and Term of Directors. Directors shall be elected by stockholders by written ballot at an annual meeting of stockholders or a special meeting held for that purpose in accordance with and as required by these By-Laws and as otherwise required by statute. The term of office of each director shall begin from the time of his election and qualification until his successor shall have been elected and shall have qualified, or, if earlier, the death, resignation, or removal as hereinafter provided in these By-Laws or as otherwise provided by statute or the Articles of Incorporation, of such director. Section 4. Resignation. A director of the Corporation may resign at any time by giving written notice of his resignation to the Board, to the Chairman of the Board, to the President, or to the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Removal of Directors. Any director of the Corporation may be removed by the stockholders by a vote of a majority of the votes entitled to be cast on the matter at any meeting of stockholders, duly called and at which a quorum is present. Section 6. Vacancies. Any vacancies in the Board, whether arising from death, resignation, removal, an increase in the number of directors, or from any other cause, shall be filled by a vote of the majority of the Board of Directors then in office even if such majority is less than a quorum, provided that no vacancies shall be filled by action of the remaining directors, if after the filling of said vacancy or vacancies, less than two-thirds of the directors then holding office shall have been elected by the stockholders of the Corporation. In the event that at any time there is a vacancy in any office of a director which vacancy may not be filled by the remaining directors, a special meeting of the stockholders shall be held as promptly as possible and, in any event within sixty days, for the purpose of filling said vacancy or vacancies. Any directors elected or appointed to fill a vacancy shall hold office only until the next annual meeting of stockholders of the Corporation and until a successor shall have been chosen and shall have qualified or, if earlier, until the death, resignation, or removal, as hereinafter provided in these By-Laws, or as otherwise provided by statute or the Articles of Incorporation, of such director. Section 7. Place of Meetings. Meetings of the Board may be held at such place as the Board may from time to time determine or as shall be specified in the notice of such a meeting. Section 8. Regular Meetings. Regular meetings of the Board may be held without ---------------- notice at such time as may be determined by the Board of Directors. Section 9. Special Meetings. Special meetings of the Board may be called by two or ---------------- more directors of the Corporation, by the Chairman of the Board, or by the President. Section 10. Annual Meeting. The annual meeting of each newly elected Board of Directors shall be held as soon as practicable after the meeting of stockholders at which the directors were elected. No notice of such annual meeting shall be necessary if held immediately after the adjournment, and at the site, of the meeting of stockholders. If not so held, notice shall be given as hereinafter provided for special meetings of the Board of Directors. Section 11. Notice of Special Meetings. Notice of each special meeting of the Board shall be given by the Secretary as hereinafter provided, in which notice shall be stated the time and place of the meeting. Notice of each such meeting shall be delivered to each director, either personally or by telephone, cable, or wireless, at least twenty-four hours before the time at which such meeting is to be held, or by first-class mail, postage prepaid, addressed to him at his residence or usual place of business, at least three days before the day on which such meeting is to be held. Section 12. Waiver-of Notice of Meetings. Notice of any special meeting need not be given to any director who shall, either before or after the meeting, sign a written waiver of notice or who shall attend such meeting. Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of any meeting need not state the purposes of such meeting. Section 13. Quorum and Voting. One-third, but not less than two, of the members of the entire Board shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by the Articles of Incorporation, these By-Laws, the Investment Company Act of 1940, as amended, or other applicable statute, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, provided, however, that the approval of any contract with an investment adviser or principal underwriter, as such terms are defined in the Investment Company Act of 1940, as amended, that the Corporation enters into or any renewal or amendment thereof, the approval of the fidelity bond required by the Investment Company Act of 1940, as amended, and the selection of the Corporation's independent public accountants shall each require the affirmative vote of a majority of the directors who are not parties to any such contract or interested persons of any such party. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat may adjourn such meeting to another time and place until a quorum shall be present thereat. Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless such time all and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 14. Organization. The Board may, by resolution adopted by a majority of the entire Board, designate a Chairman of the Board, who shall preside at each meeting of the Board. In the absence or inability of the Chairman of the Board to preside at a meeting, the President, or, in his absence or inability to act, another director chosen by a majority of the directors present, shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act, any person appointed by the chairman) shall act as secretary of the meeting and keep the minutes thereof. Section 15. Written Consent of Directors in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or of the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with minutes of the proceedings of the Board or committee. Section 16. Compensation. Directors may receive compensation for services to the ------------ Corporation in their capacities as directors or otherwise in such manner and in such amounts as may be fixed from time to time by the Board. Section 17. Investment Policies. It shall be the duty of the Board of Directors to ensure that the purchase, sale, retention and disposal of portfolio securities and the other investment practices of the Corporation are at all times consistent with the investment policies and restrictions with respect to securities investments and otherwise of the Corporation, as recited in these By-Laws and the current Prospectus of the Corporation filed from time to time with the Securities Exchange Commission and as required by the Investment Company Act of 1940, as amended. The Board, however, may delegate the duty of management of the assets and the administration of its day-to-day operations to an individual or corporate management company and/or investment adviser pursuant to a written contract or contracts which have obtained the requisite approvals, including the requisite approvals of renewals thereof, of the Board of Directors and/or the stockholders of the Corporation in accordance with the provisions of the Investment Company Act of 1940, as amended. ARTICLE IV Committees Section 1. Executive Committee. The Board may, by resolution adopted by a majority of the entire Board, designate an Executive Committee consisting of two or more of the directors of the Corporation, which committee shall have and may exercise all the powers and authority of the Board with respect to all matters other than: (a) the submission to stockholders of any action requiring authorization of stockholders pursuant to statute or the Articles of Incorporation; (b) the filling of vacancies on the Board of Directors; (c) the fixing of compensation of the directors for serving on the Board or on any committee of the Board, including the Executive Committee; (d) the approval or termination of any contract with an investment adviser or principal underwriter, as such terms are defined in the Investment Company Act of 1940, as amended, or the taking of any other action required to be taken by the Board of Directors by the Investment Company Act of 1940, as amended.; (e) the amendment or repeal of these By-Laws or the adoption of new By-Laws; (f) the amendment or repeal of any resolution of the Board that by its terms may be amended or repealed only by the Board; and (g) the declaration of dividends and the issuance of capital stock of the Corporation. The Executive Committee shall keep written minutes of its proceedings and shall report such minutes of the Board. All such proceedings shall be subject to revision or alteration by the Board; provided, however, that third parties shall not be prejudiced by such revision or alteration. Section 2. Other Committees of the Board. The Board of Directors may from time to time, by resolution adopted by a majority of the whole Board, designate one or more other committees of the Board, each such committee to consist of such number of directors and to have such powers and duties as the Board of Directors may, by resolution, prescribe. Section 3. General. One-third, but not less than two, of the members of any committee shall be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting and the act of a majority present shall be the act of such committee. The Board may designate a chairman of any committee and such chairman or any two members of any committee may fix the time and place of its meetings unless the Board shall otherwise provide. In the absence or disqualification of any member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Board shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting wholly or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority or power of the Board in the management of the business or affairs of the Corporation. ARTICLE V Officers, Agents and Employees. Section 1. Number and Qualifications. The officers of the Corporation shall be a President, who shall be a director of the Corporation, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect or appoint one or more Vice Presidents and may also appoint such other officers, agents and employees as it may deem necessary or proper. Any two or more offices may be held by the same person, except the offices of President and Vice President, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity. Such officers shall be elected by the Board of Directors each year at its first meeting held after the annual meeting of the stockholders, each to hold office until the meeting of the Board following the next annual meeting of the stockholders and until his successor shall have been duly elected and shall have qualified or, if earlier, until the death, resignation, or removal, as hereinafter provided in these By-Laws or as otherwise provided by statute or the Articles of Incorporation, of such officer. The Board may from time to time elect, or delegate to the President the power to appoint, such officers (including one or more Assistant Vice Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries) and such agents as may be necessary or desirable for the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board or by the appointing authority. Section 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board, the Chairman of the Board, the President, or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3. Removal of Officer, Agent, or Employee. Any officer, agent, or employee of the Corporation may be removed by the Board of Directors with or without cause at any time, and the Board may delegate such power of removal as to agents and employees not elected or appointed by the Board of Directors. Such removal shall be without prejudice to such person's contract rights, if any, but the appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights. Section 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal, or from any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-Laws for the regular election or appointment to such office. Section 5. Compensation. The compensation of the officers of the Corporation shall ------------ be fixed by the Board of Directors, but this power may be delegated to any officer in respect of other officers under his control. Section 6. Bonds or other Security. If required by the Board any officer, agent, or employee of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require. Section 7. President. The President shall be the chief executive officer of the Corporation. In the absence of the Chairman of the Board (or if there be none), he shall preside at all meetings of the stockholders and of the Board of Directors. He shall have, subject to the control of the Board of Directors, general charge of the business and affairs of the Corporation. He may employ and discharge employees and agents of the Corporation, except such as shall be appointed by the Board, and he may delegate these powers. Section 8. Vice President. Each Vice President shall have such powers and perform -------------- such duties as the Board of Directors or the President may from time to time prescribe. Section 9. Treasurer. The Treasurer shall: --------- (a)have charge and custody of, and be responsible for, all the funds and securities of the Corporation, except those that the Corporation has placed in the custody of a bank or trust company or member of a national securities exchange (as that term is defined in the Securities Exchange Act of 1934) pursuant to a written agreement designating such bank or trust company or member of a national securities exchange as custodian of the property of the Corporation; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) cause all moneys and other valuables to be deposited to the credit of the Corporation; (d) receive, and give receipts for, moneys due and payable to the Corporation from any source; (e) disburse the funds of the Corporation and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and (f) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board or the President. Section 10. Secretary. The Secretary shall: --------- (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board, of the committees of the Board, and of the stockholders; (b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the President. Section 11. Delegation of Duties. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any director. ARTICLE VI Indemnification Each officer, director, employee, or agent of the Corporation shall be indemnified by the Corporation to the full extent permitted under the General Laws of the State of Maryland, except that such indemnity shall not protect any such person against any liability to the Corporation or its security holders to which such person would otherwise be subjected by reason of disabling conduct, consisting of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. In the absence of an adjudication on the merits by a court or administrative body that the person seeking indemnification was not liable by reason of such disabling conduct, indemnification shall be conditioned upon (i) the vote of a majority of directors who are neither "interested persons" of the Corporation (as defined in the Investment Company Act of 1940, as amended) nor parties to the proceeding or, in the event that no quorum of such directors is available or if the quorum of such directors so directs, (ii) the written opinion of independent legal counsel, in either case based upon a review of the facts, determining that the person to be indemnified was not liable by reason of such disabling conduct. ARTICLE VII Capital Stock Section 1. Stock Certificates. Each holder of stock of the Corporation shall be entitled upon request to have a certificate or certificates, in such form as shall be approved by the Board, representing the number of shares of stock of the Corporation owned by him; provided, however, that certificates for fractional shares will not be delivered in any case. The certificates representing shares of stock shall be signed by or in the name of the Corporation by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation. Any or all of the signatures or the seal on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate shall be issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar were still in office at the date of issue. Section 2. Books of Account and Record of Stockholders. There shall be kept at the principal executive office of the Corporation, or at such other place as the Corporation may deem necessary, correct and complete books and records of account of all the business and transactions of the Corporation. There shall be made available upon request of any stockholder, in accordance with Maryland law, a record containing the number of shares of stock issued during a specified period not to exceed twelve months and the consideration received by the Corporation for each such share. Section 3. Transfers of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates, if issued., for such shares properly endorsed or accompanied by a duly executed stock transfer power and on the payment of all taxes thereon. Except as otherwise provided by law the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of such share or shares for all purposes including, without limitation, the rights to receive dividends or other distributions and to vote as such owner and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person. Section 4. Regulations. The Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrants and may require all certificates for shares of stock to bear the signature or signatures of any of them. Section 5. Lost, Destroyed, or Mutilated Certificates. The holder of any certificates representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction, or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it that the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Board may, in its discretion, require such owner or his legal representative to give to the Corporation a bond in such sum as the Board may determine to be sufficient and in such form and with such surety or sureties, as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or issuance of a new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Maryland. Section 6. Fixing of a Record Date for Dividends and Distributions. The Board may fix, in advance, a date not more than sixty days preceding the date fixed for the payment of any dividend or the making of any distribution or the allotment of rights to subscribe for securities of the Corporation, or for the delivery of evidence of rights or evidences of interests arising out of any change, conversion, or exchange of common stock or other securities, as the record date for the determination of the stockholders entitled to receive any such dividend, distribution, allotment, rights, or interests, and in such case only the stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution, allotment, rights, or interests. Section 7. Registered Owner of Shares. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Maryland. Section 8. Information to Stockholders and Others. Any stockholder of the Corporation or his agent may inspect and copy during usual business hours the Corporation's By-Laws, minutes of the proceedings of its stockholders, annual statements of its affairs, and voting trust agreements on file at its principal office. Section 9. Involuntary Redemption of Shares. Subject to policies established by the Board of Directors, the Corporation shall have the right to involuntarily redeem shares of its common stock if at any time the value of a stockholder's investment in the Corporation is less than $500. ARTICLE VIII Seal The seal of the Corporation shall be circular in form and shall bear, in addition to any other emblem or device approved by the Board of Directors, the name of the Corporation, the year of its incorporation and the words "Corporate Seal" and "Maryland". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE IX Fiscal Year Unless otherwise determined by the Board, the fiscal year of the Corporation shall end on the 31st day of December each year. ARTICLE X Depositories and Custodians Section 1. Depositories. The funds of the Corporation shall be deposited with such ------------ banks or other depositories as the Board of Directors of the Corporation may from time to time determine. Section 2. Custodians. All securities and other investments shall be deposited in the safekeeping of such banks or other companies as the Board of Directors of the Corporation may from time to time determine. Every arrangement entered into with any bank or other company for the safekeeping of the securities and investments of the Corporation shall contain provisions complying with the Investment Company Act of 1940, as amended, and the general rules and regulations thereunder. ARTICLE XI Execution of Instruments Section 1. Checks, Notes, Drafts, etc. Checks, notes, drafts, acceptances, bills of exchange, and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate. Section 2. Sale or Transfer of Securities. Stock certificates, bonds, or other securities at any time owned by the Corporation may be held on behalf of the Corporation or sold, transferred, or otherwise disposed of subject to any limits imposed by Article XIV of these By-Laws and pursuant to authorization by the Board and, when so authorized to be held on behalf of the Corporation or sold, transferred or otherwise disposed of, may be transferred from the name of the Corporation by the signature of the President, a Vice President, the Treasurer, the Assistant Treasurer, the Secretary, or the Assistant Secretary. ARTICLE XII Independent Public Accountants The firm of independent public accountants that shall sign or certify the financial statements of the Corporation that are filed with the Securities and Exchange Commission shall be selected annually by the Board of Directors and ratified by the year stockholders in accordance wit the provisions of the Investment Company Act of 1940, as amended. ARTICLE XIII Annual Statement The books of account of the Corporation shall be examined by an independent firm of public accountants at the close of each annual period of the Corporation and at such other times as may be directed by the Board. A report to the stockholders based upon each such examination shall be mailed to each stockholder of the Corporation of record on such date with respect to each resort as may be determined by the Board, at his address as the same appears on the books of the Corporation. Such annual statement shall also be available at the annual meeting of stockholders and be placed on file at the Corporation's principal office in the State of Maryland. Each such report shall show the assets and liabilities of the Corporation as of the close of the annual or quarterly period covered by the report and the securities in which the funds of the Corporation were then invested. Such report shall also show the Corporation's income and expenses for the period from the end of the Corporation's preceding fiscal year to the close of the annual or quarterly period covered by the report and any other information required by the Investment Company Act of 1940, as amended, and shall set forth such other matters as the Board or such firm of independent public accountants shall determine. ARTICLE XIV Fundamental Policies Section 1. Policies Applicable to All Portfolios. ------------------------------------- (a) It is the fundamental policy of the Corporation to follow the investment objectives that are set forth in the Prospectus contained in the Registration Statement of the Corporation at the time such Registration Statement initially was declared effective. (b) It is the fundamental policy of the Corporation not to: --- 1. (a)Invest more than 15% of its total assets (taken at market value at the time of each investment) in the obligations (excluding repurchase agreements) of any one bank, or invest more than 5% of such assets in the securities (other than United States Government or government agency securities) of any one issuer other than a bank (but including repurchase agreements with any one bank); and.(b) purchase more than either (i) 10% in principal amount of the outstanding debt securities of an issuer, or (ii) 10% of the outstanding voting securities of an issuer, except that such restrictions shall not apply to securities issued or guaranteed by the United States government or its agencies, bank money instruments or bank repurchase agreements. 2. Invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers primarily engaged in the same industry; utilities will be divided according to their services: for example, gas, gas transmission, electric and telephone each will be considered a separate industry for purposes of this restriction. Provided that this limitation shall not apply to the purchase of obligations or guaranteed by the United States Government, its agencies or instrumentalities, certificates of deposit issued by banks, and bankers' acceptances. 3. Alone, or together with any other investor, make investments for the purpose of exercising control over, or management of, any issuer. 4. Purchase securities of other investment companies, except in connection with a merger, consolidation, acquisition, or reorganization, or by purchase in the open market of securities of closed-end investment companies where no underwriter or dealer's commission or profit, other than customary broker's commission, is involved, and only if immediately thereafter not more than 10% of the Corporation's total assets, taken at market value, would be invested in such securities. 5. Purchase or sell interests in oil, gas, or other mineral exploration or development programs, commodities, commodity contracts or real estate, except that the Corporation may purchase securities of issuers which invest or deal in any of the above. 6. Purchase any securities on margin (except that the Corporation may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities) or make short sales of securities or maintain a short position. 7. Make loans, except as provided in (8) below and except through the purchase of obligations in private placements (the purchase of publicly-traded-obligations not being considered the making of a loan). 8. Lend the portfolio securities of the Corporation in excess of 20% of its total assets taken at market value at the time of the loan, nor make any loan of any portfolio securities if such loan is at variance with the guidelines set forth in the currently effective prospectus. 9. Issue senior securities, or borrow amounts in excess of 10% of its total assets, taken at market value at the time of the borrowing, and then only from banks as a temporary measure for extraordinary or emergency purposes. 10. Mortgage, pledge, hypothecate, or in any manner transfer, as security for indebtedness, any securities owned or held by the Corporation except as may be necessary in connection with borrowings mentioned in (9) above, and then such mortgaging, pledging or hypothecating may not exceed. 10% of its total assets, taken at market value at the time thereof. In order to comply with certain state statutes, the Corporation will not, as a matter of operating policy, mortgage, pledge, or hypothecate its portfolio securities to the extent that at any time the percentage of the value of pledged securities will exceed 10% of the value of its shares. 11. Underwrite securities of other issuers except insofar as the Corporation may be deemed an underwriter under the Securities Act of 1933 in selling portfolio securities. 12. Write, purchase or sell puts, calls, or combinations thereof. 13. Invest in securities of foreign issuers if at the time of acquisition more than 10% of its total assets, taken at market value at the time of the investment, would be invested-in such securities. However, up to 25% of the total assets of the Corporation may be invested in securities (i) issued, assumed or guaranteed by foreign governments, or political subdivisions or instrumentalities thereof, (ii) assumed or guaranteed by domestic issuers, including Eurodollar securities, or (iii) issued, assumed or guaranteed by foreign issuers having a class of securities listed for trading on the New York Stock Exchange, or on a major Canadian exchange. Section 2. Additional Portfolios. If at any time the Fund establishes more than one Portfolio, it shall be the fundamental policy of the Corporation to follow the respective investment objectives for each Portfolio as set forth in the Prospectus contained in the Registration Statement of the Corporation as may be filed with respect to such Portfolios, at the time such Registration Statement initially is declared effective. It shall also be the fundamental policy of the Corporation to observe the restrictions and limitation set forth in Section 1(b) of this Article with regard to each Portfolio on an individual basis. ARTICLE XV Amendments These By-Laws or any of them may be amended, altered, or repealed at any regular meeting of the stockholders or at any special meeting of the stockholders at which a quorum is present or represented, provided that notice of the proposed amendment, alteration, or repeal be contained in the notice of such special meeting. These By-Laws, or any of them except Article XIV hereof, may also be amended, altered, or repealed by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board of Directors. The By-Laws, or any of them, set forth in Article XIV may be amended, altered, or repealed only by the vote of majority of the outstanding shares of stock of the Corporation, at a regular or special meeting of the stockholders, the notice of which contains the proposed amendment, alteration, or repeal. A certified copy of these By-Laws, as they may be amended from time to time, shall be kept at the principal office of the Corporation. EX-99.23G 4 CUSTODIAL AGREEMENTS Exhibit 23 (g) Custodian Agreements JPMorgan Morgan Guaranty October 25, 1996 Trust Company of New York 60 Wall Street New York NY 10260-0060 Ms. Beverly A. Byme Legal Counsel Maxim Series Fund, Inc. 8515 East Orchard Road - 6T2 Englewood, CO 80111 Re: Maxim Series Fund, Inc. (SPN 1398326) Dear Ms. Byrne: The Bank of New York agreed to acquire our Global, US and UK custody business and related businesses. We are confident that The Bank of New York, a premier custodian, will continue J.P. Morgan's tradition of striving to provide outstanding service to clients. Indeed, The Bank of New York will serve the custody needs of our own internal business groups. The closing of the acquisition transaction took place on December 31, 1995. It is contemplated that J.P. Morgan will assign to The Bank of New York all of J.P. Morgan's obligations and rights under the Domestic and Global Custody agreement that is currently in effect between Maxim Series Fund, Inc. and J.P. Morgan and the related custody accounts. The actual transfer of your assets and accounts to The Bank of New York's systems will be scheduled in consultation with you. We will work very closely with you and The Bank of New York to make sure that the transition is handled as smoothly as possible. Until your move to The Bank of New York's systems, J.P. Morgan will continue to handle your business, as an agent for The Bank of New York. We trust that this arrangement is satisfactory to you, and would be pleased to discuss any aspect of the transaction with you in greater detail. We would appreciate it if you would confirm Maxim Series Fund, Inc.'s consent to the transfer by signing in the space below and returning this letter to us. Our relationship with you is very important to us and we believe that The Bank of New York will maintain and even enhance the quality of services you have been accustomed to receiving from J.P. Morgan. For: For: Morgan Guaranty Trust Company The Bank of New York of New York /s/ Thomas J. Perna /s/ Lisa R. Lanelli For: Acknowledged and agreed to by: Maxim Series Fund, Inc. Attest: /s/ J.D. Motz /s/ Beverly A. Byrne A subsidiary of J. P Morgan & Co. Incorporated CUSTODY AGREEMENT This Agreement is made this 24th day of June 1991 between Maxim Series Fund, Inc. (the "Company") , a Maryland corporation, and Morgan Guaranty Trust Company of New York ("Morgan"). 1. Morgan will open and maintain an account on behalf of the Company (the "Account") and hold therein all cash, securities and other property as shall from time to time be received and accepted by Morgan pursuant to this Agreement, and will collect and receive all income, monies and other properties paid or deposited in respect of the property held in the Account or realized on the sale or other disposition of property in the Account. All assets in the Account shall be held for the use and benefit of the Company, shall remain the specific property of the Company and shall not be subject to any claim made by the Bank against the Company, nor to any right of set off by the Bank and, except for cash, shall not be subject to the claim of any third party against the Bank. 2. Morgan will, upon instructions of the Company given as provided in paragraph 14: (a) deliver or receive securities and other property, (b) convert, redeem or exchange for other securities and other property any securities or other property at any time held in the Account, and (c) transfer or make payments from the Account of securities and other property to such persons as may from time to time be specified by the Company. 3. Morgan shall notify Company of any fractional interests in securities received by Morgan as a result of stock dividends and will dispose or sell of such fractional interests. 4. When Morgan is instructed to receive securities against payment, the Company will have funds or equivalent receivables on deposit with Morgan or have funds made available to Morgan in advance for such purpose. 5. Morgan is not under any duty to provide the Company with investment advice or to supervise the Company's investments. 6. Morgan shall notify the Company of each transaction involving the Account and will render a statement of transactions with respect to the Account on a regular basis. Additional periodic statements and certifications of assets shall be rendered as the Company may reasonably require. Morgan shall at all times maintain proper books and records with regard to all transactions contemplated by this Agreement. Books and records shall be subject to audit and inspection by the Company. During the course of Morgan's regular business hours, authorized employees and representatives of the Company, upon giving one business day notice, or regulatory officials, upon reasonable notice whenever possible, shall be entitled to examine on Morgan's premises, Morgan's records relating to the Account or inspect the assets of the Account. 7. The Bank will send to the Company (i) such proxies (signed in blank if issued in the name of the nominee) and communications with respect to securities in the Account as call for voting or other action by the stockholder; (ii) any information which relates to legal proceedings and which is received by Morgan for forwarding to the Company; and (iii) any information relating to the securities. 8. The Company hereby authorizes Morgan to hold securities owned by the Company with the Depository Trust Company, the Participants Trust Company, the Federal Reserve Bank and Euroclear. Securities so held by Morgan, or held in fungible bulk by Morgan for more than one owner, shall be separately identified on Morgan's official records as being owned by the Company. Morgan shall provide annual certification that the securities are held in custody or as required by applicable regulatory officials. 9. Morgan's records shall identify which securities are kept with the Depository Trust Company, the Participants Trust Company, the Federal Reserve Bank and Euroclear and shall also identify the location of the securities, and, if held through an agent, the name of the agent. 10. All the securities that are registered must be registered in the name of the Company, in the name of a nominee of the Company, in Morgan's name or its nominee, or, if held in an authorized clearing corporation, in the name of the clearing corporation or its nominee. For securities held in the name of a nominee, the Company will have the same responsibility as if the securities were registered in its name. Compensation for Morgan's services pursuant to this Agreement shall be as agreed to in advance from time-to-time by Morgan and the Company and shall be evidenced in writing. Morgan will provide a monthly statement to the Company reflecting the fees due and owing to Morgan for its services rendered pursuant to this Agreement. The Company will remit payment according to said invoice within 30 business days after receipt thereof either by electronic wire transfer or by check. If such statement is not paid within the thirty day period, Morgan is authorized to charge the account in accordance with its preauthorized debit procedures. 12. Morgan is authorized to charge the account with all taxes and expenses incidental to the transfer of securities on the Company's behalf and will provide on a monthly basis an itemized statement to the Company of such charges. 2 13. Morgan is authorized to disclose the Company's name, address and securities position to the issuers of such securities when requested to do so by them. 14. Morgan shall be authorized to accept and rely upon the instructions given by any authorized employee of the Company, including any verbal instructions which the individual receiving such instructions on behalf of Morgan believes in good faith to have been given by an authorized employee of the Company, and all authorizations shall remain in full force and effect until canceled or superseded by subsequent instructions received by Morgan. 15. Morgan will post income and principal payments to the Account pursuant to Schedule A attached hereto and incorporated herein by reference. For any failure to so post income and principal payments, Morgan agrees to pay compensation to the Company as agreed to in writing by the parties. 16. After safe delivery of securities to Morgan and until redelivery or other disposition of such securities pursuant to instructions by the Company, Morgan assumes liability for loss thereof due to the negligence or willful misconduct of Morgan, the unexcused breach of this Agreement by Morgan or violation by Morgan of any applicable law, regulation or order. Safe delivery shall be evidenced by a confirmation issued by Morgan. 17. Morgan agrees that it is responsible for and required to fully reimburse and indemnify the Company for any loss of securities pursuant to Paragraph 16 above. In the event there is a loss of securities as to which Morgan is obligated to indemnify the Company, Morgan shall promptly replace the same or the value thereof, and the value of any loss of rights or privileges pertaining to such securities which result from such loss. 18. When Morgan is instructed to deliver securities against payment, delivery may actually be made before receipt of payment in accordance with generally accepted market practice of net end-ofday settlement. The Company bears the risk that the recipient of the securities may fail to make payment, return the securities or hold the securities or the proceeds of their sale in trust for the Company of for Morgan as agent. 19. The Company will execute its investment transactions on its own behalf. However, in the event the Company chooses to utilize the services of Morgan, Morgan will, at its sole discretion, accept orders from the Company for the purchase or sale of securities and either execute such orders itself or by means of an agent, such as a broker or other financial organization of its choice, subject to the fees and commissions in effect from time to 3 time. Morgan shall not be responsible for any act or omission, or for the solvency, of any broker or agent selected by Morgan to effect any transaction for the Company's account. When instructed to buy or sell securities for which Morgan acts as a dealer, Morgan will buy or sell such securities from or to itself as principal. 20. Morgan will be entitled to reverse any credits made on the Company's behalf where such credits have been previously made and securities or monies are not finally collected. 21. All shipments of negotiable or non-negotiable securities from Morgan must be by registered mail, registered airmail and/or express and connecting messenger therewith and must be insured. 22. Morgan shall be under no obligation or duty to take action to effect collection of any amount if the securities upon which such payment is due are in default, or if payment is refused after due demand and presentation. 23. It is understood that Morgan is authorized to supply any information regarding the Account which is required by any law or governmental regulation now or hereafter in effect. 24. Each and every right granted to the parties hereunder or under any other document delivered hereunder or in connection herewith, or allowed them by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right. 25. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. 26. This Agreement may be amended or terminated at any time by written agreement of the parties and may be terminated by either party at any time upon 60 days written notice to the other party. In the event of termination of this Agreement, Morgan shall join in whatever action is necessary to effect the safe return to the Company, or the transfer to such person(s) designated by the Company, of the assets comprising the Account. 4 27. Notices and other communications shall be addressed to the parties hereto at the address set forth in the signature part of this Agreement. 28. The Agreement shall be governed by the laws of the State of New York and will be binding upon the successors and assigns of the parties hereto. Dated as of the day and year first above written. MAXIM SERIES FUND, INC. MORGAN GUARANTY TRUST COMPANY 8515 E. Orchard Road OF NEW YORK Englewood, Colorado 80111 New York, New York By: /s/ G.R. Derback By: /s/ Title: Treasurer Title: Vice President By: /s/ R.B/ Lurie By: Title: Secretary Title: Taxpayer Identification No.: 84-0876044 5 SCHEDULE A Security Type .......Date of Credit Type of Funds - ------------------------------------------------------------------------------------- DTC Eligible - Interest Payable Date Like Funds Principal Amortization Payable Date, if the factor is known , upon collection, if factor is unknown Like Funds Physical - Interest Payable Date Like Funds FRB Eligible Payable Date Fed Funds PTC Eligible - GNMA I Payable Date + 1 Fed Funds PTC Eligible - GNMA II Payable Date Fed Funds CMO's - Interest Payable Date Like Funds CMO's - Principal Upon collection, Like Funds Scheduled Maturities - FRB,DTC Payable Date Like Funds - Physicals Upon collection - typically Payable Date Like Funds Other Categories Upon Collection Like Funds
Dated: June 24, 1991 Securities, Trust & Information Services (GCIC - Brussels) Global Custody Agreement JPMorgan Rev. 9/28193 2.CUS XX.XX Global Custody Agreement Agreement dated as of December -, 1993 between Morgan Guaranty Trust Company of New York (the "Custodian"), acting through its office at 35 avenue des Arts, Brussels, Belgium, and Maxim Series Fund, Inc. (the "Client"). Whereas, the Client desires to arrange for the custody of certain of its assets and the provision of related services by the Custodian; Now, Therefore, in consideration of the mutual agreements contained herein, the Custodian and the Client agree as follows: 1. Definitions. The following terms, as used herein, shall have the following meanings-. "Authorized Instruction" means a written, oral or electronic communication received by the Custodian that the Custodian believes in good faith to have been given by an Authorized Person and that has been transmitted subject to the Security Procedure or Procedures agreed upon in writing by the Custodian and the Client. "Authorized Persons" means those persons who have been designated by or duly authorized by the Client pursuant to all necessary corporate or other action (which shall be evidenced by appropriate documentation delivered to the Custodian) to act on behalf of the Client in connection with this Agreement. Such persons shall continue to be Authorized Persons until such time as the Client has delivered to the Custodian appropriate documents revoking the authority of such persons. "Cash" has the meaning set forth in Section 5. "Cash Account" means a current account (which may be divided into a number of subaccounts, denominated in U.S. dollars, Belgian francs or any other currency or Composite Currency Unit acceptable to the Custodian) opened by the Custodian on its books in the name of the Client. "Communication Products" has the meaning set forth in Section 28. "Composite Currency Units" means the European Currency Unit ("ECU"), the Special Drawing Right "SDR") or another composite unit consisting of the aggregate of specified amounts of specified currencies, such as ECU, SDR or other unit may be constituted from time to time. "Morgan Affiliate" means any office or branch of Morgan Guaranty Trust Company of New York ("Morgan") other than the Custodian and any other entity that directly, or indirectly through one or more intermediaries, controls Morgan or any other entity that is controlled by or is under common control with Morgan. "Securities Account" means any securities account opened by the Custodian on its books in the name of the Client. "Securities Depository" means any securities depository, book-entry system or clearing system set forth on Appendix A hereto, as amended from time to time in accordance with Section 19 hereof. "Security" means any share, stock, bond, debenture, note, certificate of indebtedness, warrant, option or other security or financial instrument acceptable to the Custodian (whether represented by a certificate or by a book-entry on the records of the issuer or other entity responsible for recording Rev. 9/28/93 2.CUS xx.xx such book-entries) that is from time to time held for the account of the Client directly, or indirectly through a Subcustodian or Securities Depository, by the Custodian pursuant to this Agreement. "Security Procedure" means a procedure established in accordance with terms and conditions agreed upon in writing by the Custodian and the Client for the purpose of (i) verifying that an Authorized Instruction or communication amending or canceling an Authorized Instruction is that of the Client or (ii) detecting error in the transmission or the content of an Authorized Instruction or communication. A Security Procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, callback procedures, or similar security devices. "Subcustodian" means any bank or other institution (other than a Securities Depository) set forth on Appendix A hereto, as amended from time to time in accordance with Section 19, hereof. "Unencumbered Securities Account" has the meaning set forth in Section 14. 2. Representations, Warranties and Covenants of the Client. The Client represents and warrants that the execution, delivery and performance by the Client of this Agreement (i) are within the Client's corporate, trust or other constitutive powers; (ii) have been duly authorized by all necessary corporate, trust or appropriate action under its constitutive documents; (iii) require no action by or in respect of, or filing with, any governmental body, agency or official (including without limitation any exchange control approvals) other than those set forth in Appendix B, which have been duly taken or made or will be duly taken or made as and when required; and (iv) do not contravene, or constitute a default under any provision of applicable law or regulation or of the organic documents of the Client or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Client. In addition, the Client represents and warrants that each of the statements set forth in Appendix B under "Additional Information" is true and correct. The Client represents, warrants and covenants that the Custodian shall be entitled to deal with all Securities free of any propriety or equitable interest of any person or entity (other than interests of the Client, the Custodian, Subcustodians and Security Depositories). The Client agrees to inform the Custodian immediately if any statement set forth in this Section 2 or in Appendix B ceases to be true and correct as of any date after the date hereof. 3. Securities Accounts. The Client hereby establishes with the Custodian one or more Securities Accounts, which shall contain, in the manner and on the terms specified herein, the Client's Securities. 4. Terms of Custody. (a) Authority to Hold Securities. Subject to the terms and conditions of this Agreement, ---------------------------- the Client hereby authorizes the Custodian to hold any Securities received from time to time for the account of the Client. The Custodian may, at its sole discretion, hold the Securities directly or indirectly through one or more Subcustodians or Securities Depositories. Securities held indirectly through any Subcustodian shall be held subject to the terms and conditions of the Custodian's agreement with such Subcustodian. Securities held indirectly through any Securities Depository shall be held subject to the Custodian's or Subcustodian's agreement with such Securities Depository and to the rules and terms and conditions of such Securities Depository. lb) Fungibility. The Client agrees that Securities of any issue held by the Custodian directly, or indirectly through any Subcustodian or Securities Depository, may be treated as fungible with all other securities of the same issue pursuant to the provisions of the Belgian Royal Decree No. 62 of November 10, 1967, as amended (or other applicable law). The Client shall have no right to any Rev. 9/28/93 2.CUS 2 specific securities but shall instead be entitled, subject to applicable laws and regulations and to the terms of this Agreement, to transfer, deliver or repossess from the Custodian an amount of securities of any issue that is equivalent to the amount of such securities credited to a Securities Account, without regard to the certificate numbers (or other identifying information) of the securities originally deposited, and the Custodian's obligation to the Client with respect to such Securities shall be limited to effecting such transfer, delivery or repossession. (c) Identification of Client's Interests. The Custodian shall cause the Client's interest in any Securities held directly by the Custodian to be evidenced by a credit to a Securities Account on the books of the Custodian. The Custodian shall cause the Client's interest in any Securities held indirectly by the Custodian through a Subcustodian or Securities Depository to be evidenced by (i) a credit to a Securities Account on the books of the Custodian, (ii) by a credit to the account of the Custddian on the books of the Subcustodian and (iii) by a credit to the account of the Custodian or Subcustodian on the books of the Securities Depository. Securities may be registered in the name of the Custodian's nominee or, as to any Securities held by an entity other than the Custodian, in the name of such entity's nominee. The Client agrees to hold any such nominee harmless from any liability as a holder of record of such Securities. (d) Liens of Subcustodians and Securities Depositories. Unless otherwise authorized by the Client in writing, the Custodian shall hold Securities indirectly through a Subcustodian or Securities Depository only as long as (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or Securities Depository or the creditors or operators of any of them, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of the Securities or for funds advanced on behalf of the Client by such Subcustodian or Securities Depository and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration. S. Cash Account. (a) The Client hereby establishes and shall maintain with the Custodian a Cash Account to be used in connection with transactions relating to the Securities. The collected balance from time to time in the Cash Account shall constitute "Cash". Any credit made to the Cash Account shall be provisional and may be reversed if such payment is not actually collected or received. lb) Except as otherwise provided by law, the Cash Account (including subdivisions maintained in different currencies, including Composite Currency Units) shall constitute one single and indivisible current account. Consequently, the Custodian has the right, among others, of transferring the balance of any subaccount of the Cash Account to any other subaccount at any time and without prior notice. (c) The Custodian may in accordance with customary practice hold any currency (other than Belgian Francs) or Composite Currency Unit in which any subdivision of the Cash Account is denominated on deposit in, and effect transactions relating thereto through, an account (a "Foreign Account") with a Morgan Affiliate or another bank in the country where such currency is the lawful currency or in other countries where such currency or Composite Currency Unit may be lawfully held on deposit, (d) The Custodian shall have no liability for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may affect the transferability, convertibility, or availability of any currency (other than Belgian Francs) or Composite Currency Unit in the countries where such Foreign Accounts are maintained and in no event shall the Custodian be obligated to substitute another currency for a currency (including a Rev. 9/28/93 2.CUS 3 currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected by such law, regulation or event. To the extent that any such law, regulation or event imposes a cost or charge upon the Custodian in relation to the transferability, convertibility, or availability of any such currency or Composite Currency Unit, such cost or charge shall be for the account of the Client. If pursuant to any such law or regulation, or as a result of any such event, the Custodian cannot deal in any component currency of a Composite Currency Unit or effect a particular transaction in a Composite Currency Unit on behalf of the Client, the Custodian may thereafter treat any account denominated in an affected Composite Currency Unit as a group of separate accounts denominated in the relevant component currencies. (e) Transactions in a currency or Composite Currency Unit shall be subject to the regulations laid down by the exchange control authorities of Belgium and of the country where such currency is the lawful currency or where such Composite Currency Unit is held on deposit. 6. Instructions by the Client. (a) Generally, The Client shall give an Authorized Instruction with respect to Cash and --------- Securities only to the Custodian or to the Custodian's designee. The Client agrees to be bound by all Authorized Instructions, whether or not such instructions were duly authorized in accordance with the Client's own procedures. The Custodian shall not be required to follow any Authorized Instruction that would violate any applicable law, decree, regulation or order of any government or governmental body (including any court or tribunal) or that would be contrary to any provision of this Agreement. (b) Payments. Payments shall be made by the Custodian or a Subcustodian only to the extent that sufficient Cash in the applicable currency is available in the Cash Account or otherwise available therefor and only (i) as specified by an Authorized Instruction, (ii) as permitted by Sections 14 and 15 or (iii) upon the termination of this Agreement as set forth in Section 17 hereof. The Custodian may make payments, or direct a Subcustodian to make payments, from time to time on behalf of the Client when sufficient Cash in the applicable currency is not available in the Cash Account or otherwise available therefor, but neither the Custodian nor any Subcustodian shall have any obligation to make such payments. If any payments are made that result in an overdraft in a particular currency, then such overdraft shall be payable on demand by the Custodian and shall bear interest for each day outstanding at the rate customarily charged by the Custodian for overdrafts in such currency. (c) Delivery of Securities. Any Securities held by a Subcustodian shall be subject only to the instructions of the Custodian (or another Subcustodian for which such Subcustodian is acting) and any Securities held by a Securities Depository shall be subject only to the instructions of the Custodian (or the Subcustodian for which such Securities Depository is acting). Securities shall be transferred, exchanged, or delivered by the Custodian or a Subcustodian to the extent that sufficient Securities are actually in the Securities Account and available for delivery and only: (i) as specified by an Authorized Instruction; (ii) in exchange for or upon conversion into other Securities or Cash pursuant to a plan of merger, consolidation, reorganization, recapitalization or readjustment; (iii) upon the conversion of Securities pursuant to their terms into other Securities; (iv) as permitted by Sections 14 and 15; or (v) upon the termination of this Agreement as set forth in Section 17 hereof. Rev. 9/28/93 2.CUS 4 7. Corporate Actions. Until the Custodian receives an Authorized Instruction to the contrary, the Custodian shall, or shall instruct the appropriate Subcustodian to: (i) collect dividends, interest and other payments made and stock dividends, rights and similar distributions made or issued with respect to Securities, in each case net of any applicable taxes or other charges withheld by the payor of such payment or distribution; (ii) promptly after the Custodian becomes aware thereof, notify the Client of any rights offering by any issuer of Securities held in a Securities Account and, to the extent permitted by law applicable to the relevant Subcustodian and the Custodian, sell such rights in the principal market for such rights and deposit the proceeds of such sale in the Client's Cash Account if the Client does not instruct the Custodian whether to purchase securities under such rights offering by the deadline for such purchase; (iii) promptly after receipt thereof, forward to the Client those communications relating to any Securities which call for voting or the exercise of rights or other specific action (including materials relating to legal proceedings intended to be transmitted to holders of such Securities); (iv) present for payment maturing Securities and those called for redemption; (v) execute in the name of the Client such ownership and other certificates as may be required to obtain payment or exercise any rights in respect of any Securities; (vi) accept and open all mail directed to the Client in care of the Custodian or a Subcustodian; (vii)disclose the Client's name, address and Securities position and any other information to the issuers of Securities when requested to do so by them; and (viii) dispose of fractional interests received by the Custodian or a Subcustodian as a result of stock dividends by selling any fractional interest received in accordance with local law and practice. With respect to any corporate actions not listed above, the Custodian shall (in the absence of an Authorized Instruction from the Client within any prescribed deadline) take any action that it considers appropriate in the circumstances; provided that the Custodian shall not be liable for the consequences of any such action. If the Custodian or any Subcustodian or Securities Depository holds any Securities in which the Client has an interest as part of a fungible mass, the Custodian or such Subcustodian or Securities Depository shall select the securities to participate in partial redemptions, partial payments or other actions affecting less than all securities of the relevant class in any non-discriminatory manner that it customarily uses to make such selection. If any Securities become subject to a partial redemption, partial payment or other action, the Client agrees that any manner used by the Securities Depository to select the securities to participate in such partial redemption, partial payment or other action shall be acceptable. 8. Reporting. (a) Statements. The Custodian shall mail, or cause to be mailed, or transmit ---------- electronically to the Client (or, with prior written consent of the Client, make available electronically) monthly statements of the Securities Accounts and Cash Account. Such statements shall list all Securities and Cash and specify (i) whether the Securities are held directly by the Custodian or indirectly through a Subcustodian or Securities Depository and (ii) the amount of Cash held on deposit in each currency. The Client agrees that each such statement shall be binding on the Client 30 days after (a) in the case of any statement sent by mail, it has been mailed by first class mail, postage prepaid or (b) in Rev. 9/28/93 2.CUS 5 the case of any statement transmitted or made available electronically, it has been transmitted or made available electronically to the Client, unless the Client has theretofore notified the Custodian in writing of any inaccuracy in such statement. (b) Access to Records. The Custodian shall allow the Client and its independent public accountants reasonable access to the records of the Custodian relating to the Securities and Cash as is required by the Client or its accountants in connection with their examination of the books and records pertaining to the affairs of the Client and shall require each Subcustodian and Securities Depository to grant such access to the Client and its independent public accountants to the extent consistent with applicable law and regulations. The Custodian has no obligation to maintain any records for a period of more than 10 years. The Custodian shall have no obligation to require any Subcustodian or Securities Depository to maintain records for any specified period of time. (c) Other Information. From time to time, the Custodian may provide additional reporting information to the Client on terms and conditions agreed upon by the parties hereto in writing. The additional information may include data obtained from third parties, such as pricing valuation information relating to the Securities. The Client agrees that it shall not redistribute or resell data obtained from third parties, except that it may provide such data to the beneficial owners of the Securities as recorded on the Client's books and records. 9. Taxes. The respective responsibilities of the Client and the Custodian with respect to tax matters are set forth in Appendix C hereto and incorporated by reference herein. 10. Responsibilities; Indemnification by the Custodian. (a) Standard of Care. The Custodian shall use reasonable care in the performance of its ------------ duties hereunder and shall exercise the same degree of care with respect to the Securities as it would with respect to its own securities and property. The Custodian shall require each Subcustodian to use reasonable care in the performance of its duties and to exercise the same degree of care with respect to the Securities as it would with respect to its own securities and property and those of its other customers. The Custodian shall be responsible to ensure that each Subcustodian that is a Morgan Affiliate performs in accordance with the foregoing standard. The Custodian's responsibility with respect to any Securities held by a Subcustodian (other than a Morgan Affiliate) or any carrier of Securities acting for the Custodian or any Subcustodian is limited to the failure on the part of the Custodian (or a Subcustodian that is a Morgan Affiliate) to exercise reasonable care in the selection or retention of such Subcustodian or carrier; it being understood that the Client shall be deemed to have approved the selection of the Subcustodians listed on Appendix A (as amended from time to time in accordance with Section 19) or otherwise approved or selected by the Client. (b) Insurance. The Custodian shall, and shall require each Subcustodian to, maintain insurance coverage with respect to the Securities covering such risks and in such amounts as the Custodian or such Subcustodian maintains with respect to securities which the Custodian or such Subcustodian holds for its own account and for the account of other customers. (c) Indemnification by the Custodian. The Custodian shall indemnify the Client against, and hold the Client harmless from, any loss or liability (including, without limitation, the reasonable fees and disbursements of counsel and other legal advisors, but excluding all losses and liabilities of the types described in Section I 1 hereoo incurred by the Client by reason of the negligence (whether through action or inaction) or willful misconduct of the Custodian or any Subcustodian that is a Morgan Affiliate in connection with the services provided pursuant to this Agreement or the applicable subcustodian agreement. The Custodian shall require each Subcustodian that is not a Morgan Affiliate to indemnify the Custodian and the Client against, and hold the Custodian and the Client Rev. 9/28/93 2.CUS 6 harmless from, any loss or liability (including, without limitation, the reasonable fees and disbursements of counsel, but excluding all losses and liabilities of the types specified in Section I 1) incurred by the Custodian or the Client by reason of the negligence (whether through action or inaction) or willful misconduct of such Subcustodian in connection with the services provided by such Subcustodian pursuant to the applicable subcustodian agreement. 11. Limitations on Responsibilities and Liabilities. (a) Generafly, The Custodian shall be responsible for the performance of only those --------- duties as are set forth herein or contained in an Authorized Instruction that is not contrary to the provisions of this Agreement. (b) Consequential Damages. Under no circumstances shall the Custodian, any Subcustodian or any Securities Depository be liable to the Client or any other person for indirect, special or consequential damages, even if the Custodian or such Subcustodian or Securities Depository is apprised of the likelihood of such damages. (c) Coroorate Actions. The Custodian shall not be liable for any loss occasioned by the failure of the Custodian to notify the Client of any payment of dividends or interest or any redemption, rights offering or other distribution made with respect to any Security or any other corporate action taken or to be taken with respect to any Security if the Custodian or a Subcustodian has not received notice of such transaction directly from the issuer of such Security or if such distribution or action was not included in the reports of an internationally-recognized investment data service selected by the Custodian. (d) Authorized Instructions. Neither the Custodian nor any Subcustodian shall be liable ----------------------- for any action taken in good faith upon an Authorized Instruction. (e) Payment and Delivery Instructions. In some securities markets, securities deliveries and payments therefor may not be or are not customarily made simultaneously. Accordingly, the Client agrees that, notwithstanding the Client's instruction to deliver Securities against payment or to pay for Securities against delivery, the Custodian or a Subcustodian may make or accept payment for or delivery of Securities in such form and manner as may be satisfactory to it and at such time and in such manner as shall be in accordance with the customs prevailing in the relevant market or among securities dealers. The Client shall bear the risk that (i) the recipient of Securities may fail to make payment, return such Securities or hold such Securities or the proceeds of their sale in trust for the Client and (ii) the recipient of payment for Securities may fail to deliver the Securities (such failure to include, without limitation, delivery of forged or stolen Securities) or to return such payment, in each case whether such failure is total or partial or merely a failure to perform on a timely basis. Neither the Custodian nor any Subcustodian shall be liable to the Client for any loss resulting from any of the foregoing events. (o Reversals. In some securities markets and cash clearing systems, deliveries of securities and cash may be reversed under certain circumstances. Accordingly, credits of securities to a Securities Account and cash to the Cash Account are provisional and subject to reversal if, in accordance with relevant local law and practice, the delivery of the security or cash giving rise to the credit is reversed. (g) Fore4qn Currency Risks. The Client shall bear all risks of investing in Securities or holding Cash denominated in a currency, including a Composite Currency Unit, other than that of the Client's home jurisdiction. Without limiting the foregoing, the Client shall bear the risks that rules or procedures imposed by Securities Depositories, exchange controls, asset freezes or other laws or regulations shall prohibit or impose burdens or costs on the transfer to, by or for the account of the Client of Rev. 9/28/93 2.CUS 7 Securities or Cash held outside the Client's jurisdiction or denominated in a currency other than the currency of the Client's home jurisdiction or the conversion of Cash from one currency into another currency. The Custodian shall not be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected Andy such law, regulation, rule or procedure. Neither the Custodian nor any Subcustodian shall be liable to the Client for any loss resulting from any of the foregoing events. (h) Force Maieure. Notwithstanding any other provision contained herein, the Custodian shall not be liable for any action taken, or any failure to take any action required to be taken, hereunder or otherwise to fulfill its obligations hereunder (including without limitation the failure to receive or deliver securities or the failure to receive or make any payment) in the event and to the extent that the taking of such action or such failure arises out of or is caused by war, insurrection, riot, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown, computer or system failure or other failure of equipment, or malfunction or failures caused by computer virus, failure or malfunctioning of any communications media for whatever reason, interruption (whether partial or total) of power supplies or other utility of service, strike or other stoppage (whether partial or total) of labor, any law, decree, regulation or order of any government or governmental body (including any court or tribunal), or any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond its reasonable control or the reasonable control of any Subcustodian. (i) Delays. Except in the case of a failure by the Custodian or a Morgan Affiliate to exercise the standard of care required by Section 10(a), the Custodian shall not be liable for delays in carrying out payment instructions given by the Client. In the event that a delay in the carrying out of a payment instruction is caused by such a failure of the Custodian or a Morgan Affiliate, the liability of the Custodian shall not exceed an interest equivalent for the period from the day when the payment would have been carried out, but for the negligence of the Custodian or such Morgan Affiliate, until the day when it is actually carried out (excluding any portion of such period during which the Custodian cannot carry out such instructions as a result of any event referred to in Section 11(h)); provided that if the Client shall fail to report the delay to the Custodian within 10 days from the date when the payment would, but for the negligence of the Custodian or a Morgan Affiliate, have been made, then the Custodian shall not be liable for an interest equivalent for more than a total of 10 days. 6) Client's Reportin-q Obl@gations. The Client shall be solely responsible for compliance with any notification or other requirement of any jurisdiction relating to or affecting the Client's beneficial ownership of the Securities, and the Custodian assumes no liability for noncompliance with such requirements. (k) No Investment Advice. Neither the Custodian nor any Subcustodian or Morgan Affiliate -------------- is under any duty to provide the Client with investment advice or to supervise its investments. (/) Fraudulent Securities. The Custodian shall have no liability for losses incurred by the Client or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities (or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market). (m) Third Party Information. The Custodian shall have no responsibility for the accuracy of any information provided by the Custodian to the Client that has been obtained from third parties pursuant to Section 7 or 8(c) of this Agreement. Rev. 9/28/93 2.CUS 8 12. Use of Morgan Affiliates. (a) Executing Orders. The Custodian shall, in its sole discretion and if permitted by ---------------- applicable law, accept orders from the Client for the purchase or sale of Securities and either execute such orders itself or by means of Morgan Affiliates or brokers or other financial organizations of its choice, subject to the fees and commissions in effect from time to time. The Custodian shall not be responsible for any act or omission, or for the solvency, of any broker or other financial organization so selected to effect any transaction for the account of the Client. When instructed to buy or sell Securities for which the Custodian or a Morgan Affiliate acts as a dealer, the Custodian may buy or sell such Securities from or to either itself, as principal, or such Morgan Affiliate. (b) Disclosure to Morgan Affiliates. Notwithstanding the provisions of Section 26 hereof, the Custodian may disclose to any Morgan Affiliate details with respect to the Securities and the transactions effected hereunder. Such disclosure shall be for the purpose of identifying banking, securities and financial services that Morgan Affiliates may be able to provide to the Client. (c) Sub-Contractinq. The Client hereby agrees that the Custodian may arrange with any Morgan Affiliate to act as a Subcustodian and/or to perform on behalf of the Custodian any act required to be performed by the Custodian hereunder. 13. Fees. The Client agrees to pay the Custodian as compensation for the services provided hereunder a fee computed at rates determined by the Custodian from time to time and communicated to the Client in advance, as well as all assessments, charges and expenses (including, without limitation, legal expenses and aftorney's fees) incurred by the Custodian in connection with this Agreement. 14. Right to Debit and Set-Off. The Custodian has the right to debit any subaccount of the Cash Account for any amount payable by the Client in connection with any and all obligations of the Client to the Custodian, whether or not relating to or arising under this Agreement. In addition to the rights of the Custodian under applicable law and other agreements, at any time when the Client shall not have honored any and all of its obligations to the Custodian, whether or not relating to or arising under this Agreement, the Custodian shall have the right without notice to the Client to retain or setoff, against such obligations of the Client, any assets the Custodian or any Morgan Affiliate may directly or indirectly hold for the account of the Client, and any obligations (whether matured or unmatured) that the Custodian or any Morgan Affiliate may have to the Client in any currency or Composite Currency Unit, including time deposits and all assets credited to any Securities Account other than an Unencumbered Securities Account. Any such asset of, or obligation to, the Client may be transferred among the Custodian and any Morgan Affiliates in order to effect the above rights. For purposes of this Agreement, an "Unencumbered Securities Account" means any Securities Account that is designated by the Client, and acknowledged by the Custodian in writing, as containing only securities held for the account of the Client's customers and any other Securities Account as to which the Client and the Custodian have agreed in writing shall be considered an Unencumbered Securities Account. 15. Security Interests. In order to secure the prompt and complete payment when due of any and all obligations of the Client to the Custodian, now outstanding or which may be outstanding at any time in the future, whether or not relating to or arising out of this Agreement, the Client hereby pledges and grants to the Custodian a security interest in (i) all of the Client's right, title and interest in and to the Cash Account, including any credit or debit balance which now appears or may at any time in the future appear in any currency or Composite Currency Unit subaccount of the Cash Rev. 9/28/93 2-CUS 9 Account, (ii) all of the Client's right, title and interest in and to all time deposit accounts and notice accounts that the Client may open from time to time with the Custodian, (iii) all of the Client's right, title and interest in and to all Securities Accounts (other than Unencumbered Securities Accounts) and the amount of all securities which are now or at any time in the future shall be standing to the credit of a Securities Account (other than an Unencumbered Securities Account) (clauses (i), (ii) and (iii) of this Section 15 being referred to collectively herein as the "Collateral"), (iv) all amounts of cash, securities or other property or countervalue received or to be received with respect to or in exchange for any and all of the then existing Collateral which are, or are intended, to be credited to the Cash Account or a Securities Account (other than an Unencumbered Securities Account) and (v) to the extent not covered by the foregoing, all proceeds, product, offspring, rents or profits of any or all of the foregoing (whether acquired before or after the commencement of any bankruptcy or liquidation proceeding by or in respect of the Client) which are, or are intended to be credited to the Cash Account or a Securities Account (other than an Unencumbered Securities Account). All time deposit accounts and notice accounts shall be deemed constituted for an indefinite period, even though the Client and the Custodian may agree from time to time that interest thereon will be paid on specified dates rather than only at final maturity. The foregoing security interests are granted as security only and shall not subject the Custodian to, or transfer or in any way affect or modify, any obligation or liability of the Client with respect to any of the Collateral or any transaction in connection therewith. The Client authorizes the Custodian to perform all acts which the Custodian, in its sole discretion, deems necessary or desirable to perfect and preserve its security interests and rights under this Section 15. Upon any breach by the Client of its obligations hereunder, the Custodian shall be entitled to exercise all of the remedies available to a secured creditor under applicable law. 16. Indemnification by the Client. The Client agrees to indemnify the Custodian and to hold the Custodian harmless from any loss or liability (including, without limitation, the reasonable fees and disbursements of counsel and other legal advisors) incurred by the Custodian or any Subcustodian in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Client, except such loss or liability which results from the Custodian's or such Subcustodian's failure to exercise the standard of care required by Section 10(a) hereof. 17. Termination. This Agreement may be terminated by the Custodian or the Client following receipt by the other party of 60 days' prior written notice thereof; provided that such termination may be immediate if the other party shall be in breach of its obligations hereunder or shall become the subject of bankruptcy, insolvency, reorganization, receivership or other similar proceedings. If notice of termination is given by the Custodian, Authorized Persons shall, within 60 days following receipt of such notice, specify in writing the names of the persons to whom all Securities and Cash shall be delivered or paid. In such case, the Custodian, subject to the payment of amounts owed to it pursuant to Sections 6(b) and 13 hereof shall deliver such Securities and Cash, and require each Subcustodian to deliver any Securities or Cash held by such Subcustodian, to the persons so specified. If within 60 days following the receipt of a notice of termination by the Custodian, the Custodian does not receive from the Client the names of the persons to whom such Securities and Cash shall be delivered, the Custodian, at its election, may deliver such Securities and Cash, and require each Subcustodian holding any Securities or Cash to deliver such Securities and Cash, to a bank or a trust company doing business in the state or country where such Securities and Cash were held. Securities or Cash so delivered shall be held and disposed of pursuant to the provisions of this Agreement or an Authorized Instruction or may be continued to be held until the names of such persons are delivered to the Custodian. If notice of termination is given by the Client, the Custodian, subject to the payment of all amounts owed to it pursuant to Sections 6(b) and 13 hereof shall deliver such Securities and Cash, and require each Subcustodian holding any Securities or Cash to deliver such Securities or Cash, to the persons specified in an Authorized Instruction. If this Agreement is terminated by the Custodian or the Client, but the Custodian or a Morgan Affiliate continues to provide other services to the Client in connection with which the Client uses Communication Rev. 9/28/93 2.CUS 10 Products, then the provisions of Sections 27 and 28 hereof shall survive the termination of this Agreement until the time that no such other services continue to be provided by the Custodian or a Morgan Affiliate to the Client or until otherwise terminated in writing by the Client or the Custodian. The provisions of Sections 20, 24, 26 and Appendix G hereof and the indemnity provisions of this Agreement and the provisions limiting the liabilities of the Custodian and the Subcustodians shall survive the termination of this Agreement (including any subsequent termination of Sections 27 and 28 hereoo. 18. Notices. Except as otherwise specified herein, any notice or other communication to the Custodian or Client is to be addressed to the respective party as set forth in Appendix D hereto or in such other manner as may be specified by the one party to the other in writing from time to time. Unless otherwise specified herein, notices shall be effective when received. If any Authorized Instruction is given to the Custodian orally, then the Custodian's record of such instruction shall constitute conclusive evidence of the contents of such instruction, notwithstanding any conflicting written confirmation or record of such instruction provided by the Client. 19. Amendments and Waivem. Any provision of this Agreement (including the Appendices hereto) may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Client and the Custodian; provided that (i) the Custodian may from time to time delete the name of any Subcustodian or Securities Depository from Appendix A without notice to or consent by the Client and (ii) the Custodian may from time to time add the name of any bank, securities depository, book-entry system or clearing system to Appendix A if it notifies the Client by first class mail of such addition and does not receive in writing an objection to such addition within 30 days after the date such notice is mailed. 20. Claims. Any claim arising out of or related to this Agreement must be brought no later than one year after such claim has accrued. 21. Successors and Assigns; Governing Law; Jurisdiction. This Agreement shall bind the successors and assigns of the Custodian and the Client. Except as otherwise provided by the terms of this Agreement, neither the Custodian nor the Client may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement shall be governed by and construed in accordance with the law of Belgium. [Alternate: This Agreement shall be governed by and construed in accordance with the law of the (State of New York] [England] except that the provisions set forth in Sections 4(b) and 15 shall be governed by the law of Belgium.] The Client hereby submits to the non-exclusive jurisdiction of any civil or commercial court in Brussels [any federal or state court in New York City] [the High Court of Justice in London) for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Client hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. [For New York law only: The Client and the Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.] [To the extent that the Client has or may hereafter have any immunity (sovereign or otherwise) from jurisdiction of any court or from any legal process with respect to itself or its property, the Client hereby irrevocably waives such immunity in respect of its obligations under this Agreement.] Rev. 9/28/93 2.CUS xx.xx 22. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. 23. Headings. The section headings used herein are for information only and shall not affect the interpretation of any provision of this Agreement. 24. Evidence. The Custodian's books and records (whether on paper, microfilm, microfiche, by electronic or magnetic recording, or any other mechanically reproducible form or otherwise) shall be deemed to constitute, in the absence of manifest error, sufficient evidence of the facts stated therein and of any obligations of the Client to the Custodian. 25. Integration. This Agreement constitutes the entire agreement between the parties hereto and supersedes any and all prior agreements and understanding, oral or written, relating to the subject matter hereof. 26. Confidentiality. The parties hereto agree not to disclose to any other party and to keep confidential the terms and conditions of this Agreement, any amendment hereof, and any Exhibit, Attachment or Appendix hereof, including but not limited to service level profiles. The Client agrees to cause all Authorized Persons to comply with the provisions of this Section 26. In the event that either the Client (including any Authorized Person) or the Custodian breaches any provision of this Section 26, the other party shall be entitled to temporary and permanent injunctive relief against the other party (or such Authorized Person, as the case may be) without the necessity of proving actual damages. Notwithstanding any other provision herein, the Custodian may disclose the Client's name, address and securities position and other information to such persons and to such an extent as required by law (including, but not limited to, article 28 of the Belgian Law of December 4, 1990 relating to securities transactions suspected of constituting market manipulation, insider trading and other breaches of financial regulations), the rules of any stock exchange or regulatory or selfregulatory organization or any order or decree of any court or administrative body that is binding on the Custodian or any Subcustodian or Securities Depository. 27. Security Procedures. The validity of all Authorized Instructions (including communications requesting cancellation or amendment of an Authorized Instruction), shall be subject to compliance with the applicable Security Procedure. The Client shall (i) not disclose, or permit any Authorized Person to disclose, except on a "need to know" basis, any aspects of any Security Procedure, (ii) notify the Custodian immediately if the confidentiality of any Security Procedure is compromised and (iii) act to prevent the Security Procedures from being further compromised. The Client shall designate one or more persons, as identified in Appendix E, to receive Security Procedure materials from the Custodian. The Client may amend Appendix E from time to time upon seven days' prior written notice to the Custodian in accordance with Section 18 of this Agreement. The Client acknowledges that it has been fully informed of the protections and risks associated with each of the various Security Procedures. If the Client chooses not to use any Security Procedure, then the Client agrees to be bound by any instruction that the Custodian believes in good faith to have been given by an Authorized Person. 28. License. The Custodian hereby grants to the Client a personal, nontransferable and nonexclusive license to use, for its internal purposes only, the respective number of copies of any hardware, firmware, microcode and software set forth in Appendix F or hereafter identified by the Custodian in writing as communication products (the "Communication Products"), for the respective terms set forth in Appendix F and at the respective locations set forth in Appendix F, solely in Rev. 9/28/93 2.CUS 12 connection with transmitting and receiving electronic communications to and from the Custodian in connection with this Agreement. The Client hereby acknowledges and agrees that this license is subject to the terms and conditions set forth in Appendix G. 29. Severability. In the event any of the terms and conditions of this Agreement shall be held to be illegal or unenforceable, the validity of the remaining provisions shall not be affected. In Witness Whereof, the parties have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written. Morgan Guaranty Trust Company of New York... Maxim Series Fund, Inc. By: /s/ Donald E. Colombo By: /s/ A. H. Maclennan Title: Donald E. Colombo Title: President Vice President Rev. 9/28193 2.CUS 13 Appendix A Global Custody Network Country Subcustodian Depository' Argentina Morgan Guaranty Trust Co. Caja de Valores of New York - Buenos Aires Office Australia ANZ Banking Group Austraclear Austria Creditanstalt-Bankverein OEKB-WSB (Wertpapiersammelbank bei der Oesterreichischen Kontrolibank AG) Belgium Morgan Guaranty Trust Co. CIK (Caisse lnterprofessionnelle of New York - Brussels Office de Depots et de Virements de Titres) Euroclear Clearance System Limited Brazil Morgan Guaranty Trust Co. BOVESPA (Bolsa de Valores de Sao Paulo; of New York - Sao Paulo Office equities) BVRJ (Boisa de Valores de Rio de Janeiro; equities) CETIP (Central de Custodia e Liquidacao Financiera de Titulos; corporate bonds) SELIC (Sistema Especial de Liquidacao e Custodia; government securities) Canada Canadian Imperial Bank CDS (Canadian Depository for of Commerce Securities) Chile Citibank, N.A. People's Republic of China - Hongkong and Shanghai Banking Shanghai and Shenzhen Corporation Denmark Den Danske Bank VP (Vaerdipapircentralen; Danish Securities Centre) Finland Union Bank of Finland France Morgan Guaranty Trust Co. SICOVAM (Societe lnterprofessionnelle of New York - Paris Office Pour La Compensation des Valeurs Mobilieres) In addition to the central bank, if applicable. Rev. 9/28/93 2-CUS xx.xx Germany J.P. Morgan GmbH DKV (Deutscher Kassenverein) Greece National Bank of Greece S.A. Hong Kong Hongkong and Shanghai Banking CCASS (Central Clearing and Settlement Corporation System) Hungary Citibank, N.A. India Hong Kong and Shanghai Banking Corporation Indonesia Hongkong and Shanghai Banking Corporation Ireland Allied Irish Banks PLC Italy Morgan Guaranty Trust Co. Monte Titoli S.p.A. of New York - Milan Office Japan The Fuji Bank, Ltd. JASDEC (Japanese Securities Depository Center) JSA (Japan Securities AgenCy)2 Korea Bank of Seoul KSSC (Korea Securities Settlement Corporation) Luxembourg Banque Internationale a CEDEL (Central de Livraison Luxembourg, S.A. des Valeurs Mobilieres) Malaysia Hongkong and Shanghai Banking SCANS (Securities Clearing Automated Corporation Network Services) Mexico Citibank, N.A. Indeval Netherlands Bank Van Haften Labouchere NECIGEF (Nederlands Centraal lnstituut Voor Giraal Effectenverkeer BV) New Zealand ANZ Banking Group Ltd. Austraclear Norway Den Norske Bank VPS (Verdipapirsentralen; Norwegian Registry of Securities) Philippines Hongkong and Shanghai Banking Corporation Portugal Banco Espirito Santo e Comercial de Lisboa Singapore Development Bank of Singapore (CDP) Central Depository Pte o JSA currently does not meet Rule 17-5 requirements. Rev. 9/28/93 2.CUS 2 Spain Morgan Guaranty Trust Co. of New York - Madrid Office Banco de Santander SriLanka Hongkong and Shanghai Banking Corporation Sweden Skandinaviska Enskilda Banken VPC (Vaerdepappercentralen; Securities Register Centre) Switzerland Morgan Guaranty Trust Co. SEGA (Schweizerische of New York - Zurich Office Effekten - Giro AG) Taiwan Hongkong and Shanghai Banking Corporation Thailand Hongkong and Shanghai Banking Corporation Turkey' Citibank, N.A. Ottoman Bank United Kingdom Morgan Guaranty Trust Co. TALISMAN (Transfer, Accounting and of New York - London Office Lodgement for Investors Stock Management for Jobbers) - Sepon Limited CGO (Central Gilts Office) CMO (Central Money Markets Office) United States Morgan Guaranty Trust Co. The Depository Trust Co. of New York The Participants Trust Co. Venezuela Citibank, N.A. 3Citibank meets the capital requirements of Rule 17f-5 and Ottoman bank currently does not.
Rev. 9/28/93 2.CUS 3 Appendix B Consents and Filings Additional Information Rev. 9/28/93 2-CUS 1 Appendix C Tax Matters The provisions of this Appendix C shall govern the rights, responsibilities, duties and liabilities of the Client and the Custodian with respect to the payment or withholding of all taxes, assessments, duties or other governmental charges (including any interest or penalty thereon or with respect thereto) imposed by any governmental authority upon or with respect to (i) any Cash, (ii) any Securities, and any distributions with respect thereto, and (iii) the purchase, sale, loan or other transfer of any Security by the Custodian, any Subcustodian or any Securities Depository on behalf of the Client and any proceeds or other income from such a sale, loan or other transfer (any such tax, assessment, duty or other governmental charge being referred to herein as a "Tax"). All capitalized terms not defined herein shall have the meanings assigned to them in the Global Custody Agreement. 1. As further provided in this Appendix C, the Client shall be liable for all Taxes and shall indemnify and hold harmless the Custodian, each Subcustodian and each Securities Depository for the amount of any Tax that the Custodian or such Subcustodian or Securities Depository is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of, the Client (including any payment of Tax required by reason or an earlier failure to withhold). 2. The Custodian shall, and shall instruct each Subcustodian and Securities Depository to, withhold the amount of any Tax which the Custodian or such Subcustodian or Securities Depository is required to withhold under applicable law upon collection (on behalf of the Client pursuant to an Authorized Instruction) of (i) any dividend, interest or other cash distribution made with respect to any Security, (ii) any stock dividend or distribution of rights, warrants or other property with respect to any Security and (iii) any proceeds or income from the sale, loan or other transfer of any Security. The Custodian shall, and shall instruct each Subcustodian and Securities Depository to, timely remit the amount of any such tax withheld to the appropriate governmental authority in the manner required by applicable law. The Custodian has, and is authorized to grant to each Subcustodian and Securities Depository, complete discretion to determine the amount of any Tax which the Custodian or such Subcustodian or Securities Depository is required to withhold from any distribution, proceeds or income under any applicable law. 3. In the event that (A) the Custodian or any Subcustodian or Securities Depository is required under applicable law to pay any Tax on behalf of the Client (including a payment due by reason of an earlier failure to withhold such Tax) or (B) the Custodian or any Subcustodian or Securities Depository is required under applicable law to withhold or otherwise pay any Tax from or with respect to any distribution or payment in property other than cash which is collected by the Custodian or such Subcustodian or Securities Depository (on behalf of the Client pursuant to an Authorized Instruction), the Custodian shall be authorized to withdraw Cash from any subaccount of the Cash Account in the amount and currency required to pay such Tax and to use such Cash, or to remit such Cash to the appropriate Subcustodian or Securities Depository for the timely payment of such Tax in the manner required by applicable law. If the Cash Account does not contain sufficient Cash in the appropriate currency to pay such Tax, the Custodian shall be authorized to withdraw Cash of any other currency from any subaccount of the Cash Account in an amount which, when converted to the appropriate Rev. 9/28/93 2.CUS xx.xx currency at the exchange rate prevailing on the date of withdrawal, is sufficient to enable the Custodian or such Subcustodian or Securities Depository to pay such Tax. If the aggregate amount of Cash in all subaccounts of the Cash Account is not sufficient to pay such Tax, the Custodian shall promptly notify the Client of the additional amount of Cash (in the appropriate currency) required, and the Client shall deposit such additional amount in the Cash Account promptly after receipt of such notice for use by the Custodian as specified herein. In the event that the Custodian or any Subcustodian or Securities Depository is required to pay any such Tax prior to the deposit by the Client of an additional amount as required hereunder, the Custodian shall be authorized to withdraw such additional amount (following deposit thereoo from any subaccount of the Cash Account for payment to its own account or the account of such Subcustodian or Securities Depository in satisfaction of the Client's indemnification obligation hereunder. 4. The information delivered to the Client each month pursuant to Section 8(a) of the Global Custody Agreement shall include the amount of each Tax (i) withheld by the Custodian or any Subcustodian or Securities Depository from any payment collected on behalf of the Client, (ii) withheld by the payor of any payment collected by the Custodian or any Subcustodian or Securities Depository on behalf of the Client or (iii) paid by the Custodian or any Subcustodian or Securities Depository on behalf of the Client with Cash withdrawn from the Cash Account or otherwise obtained pursuant to paragraph 3 of this Appendix C, in each case during the period since the date of the immediately preceding monthly report. 5. In the event that the Client is eligible, pursuant to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which the Custodian or any Subcustodian or Securities Depository is otherwise required to withhold or pay on behalf of the Client under any applicable law, the Custodian shall, or shall instruct such Subcustodian or Securities Depository to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that the Custodian has received from the Client all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law. As soon as practicable following the execution of the Global Custody Agreement, the Client shall notify the Custodian of the Client's eligibility for the benefits of any tax treaty between the Client's country of residence and the countries listed in Appendix A to the Global Custody Agreement and to the extent possible, fumish to the Custodian all forms or other documentary evidence required under applicable law to establish such eligibility. The Custodian shall, and shall instruct each Subcustodian and Securities Depository to, withhold or pay any Tax at a reduced rate hereunder, or refrain from withholding or paying any Tax, only in reliance upon documentation furnished to the Custodian pursuant to this paragraph 5. The Custodian and each Subcustodian and Securities Depository shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Client to the Custodian hereunder, and the Client hereby indemnifies and agrees to hold harmless the Custodian and each Subcustodian and Securities Depository in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation. 6. In the event that the Custodian becomes aware that any person is required under applicable law of any country to withhold any Tax from any payment collected by the Custodian or any Subcustodian or Securities Depository on behalf of the Client, and the Client has previously provided to the Custodian pursuant to paragraph 5 of this Appendix C all forms or other documentary evidence required under applicable law to establish eligibility for an exemption from or reduced rate of such withholding pursuant to any tax treaty between such country and the Client's country of residence, Rev. 9/28/93 2.CUS 2 then the Custodian shall furnish, or shall instruct such Subcustodian or Securities Depository to furnish, to the extent permissible and effective to establish such eligibility under applicable law, such forms or other documentary evidence on behalf of the Client to the person required to withhold such Tax. In the event that the Custodian or such Subcustodian or Securities Depository is not permitted under applicable law to furnish the necessary forms or other documentary evidence on behalf of the Client, the Custodian shall make reasonable efforts to notify the Client, reasonably promptly after it becomes aware of such requirement, that the Client is required under such law to furnish such items to the person required to withhold such Tax. In the event that (i) the Tax which any such person is required to withhold is imposed under an applicable law of a country other than those listed in Appendix A to the Global Custody Agreement or (ii) the Custodian or an appropriate governmental authority or withholding agent has determined that any forms or other documentation previously provided to the Custodian pursuant to paragraph 5 of this Appendix C are insufficient to establish the eligibility of the Client for a reduced rate of, or exemption from, withholding of any Tax imposed under the applicable law of a country listed in Appendix A to the Global Custody Agreement, the Custodian shall make reasonable efforts to so notify the Client reasonably promptly after the Custodian becomes aware that such Tax is required to be withheld. 7. In the event that (i) the Client is eligible pursuant to the provisions of any tax treaty for a reduced rate of, or exemption from, withholding of any Tax, which reduced rate or exemption is obtainable only by means of application to the appropriate governmental authority for a refund of tax paid or withheld, or (ii) the Custodian or any Subcustodian or Securities Depository withholds from any distribution, proceeds or income collected on behalf of the Client an amount which is subsequently determined to be greater than the amount required under applicable law to have been withheld, the Custodian shall, or shall instruct the appropriate Subcustodian or Securities Depository to, assist the Client, to the extent permissible under applicable law, to obtain a refund of such Tax from the appropriate governmental authority in the amount for which the Client is eligible. Rev. 9/28/93 2.CUS 3 Appendix D Notices to the Custodian Morgan Guaranty Trust Company of New York, Brussels Office 35 avenue des Arts Brussels 1040, Belgium Attention: Securities Trust and Information Services, Global Custody Facsimile No. 322-512-4977 Telephone No. 322-508-8365 Notices to the Client Great-West Life & Annuity Insurance Company 2nd Floor, Tower 2 8515 East Orchard Road Englewood, Colorado 801 11 Attention: Mr. David McLeod Rev. 9/28/93 2.CUS xx.xx Appendix E Persons Authorized by the Client to Receive Security Procedure Materials Rev. 9/28/93 2.CUS 1 Appendix F Communication Products COMMUNICATION ....TERM NUMBER OF COPIES LOCATION(S) PRODUCT (check one) -As long as this Agreement remains in effect -One year with automatic renewal for successive one year terms thereafter -Fixed term until -As long as this Agreement remains in effect -One year with automatic renewal for successive one year terms thereafter -Fixed term until -As long as this agreement remains in effect -One year with automatic - renewal for successive one year terms thereafter -Fixed term until -As long as this - Agreement remains in effect -One year with automatic - renewal for successive one year terms thereafter -Fixed term until -As long as this Agreement remains in effect -One year with automatic - renewal for successive one year terms thereafter -Fixed term until -As long as this Agreement remains in effect -One year with automatic renewal for successive one year terms thereafter -Fixed term until
Appendix G Communication Products - Terms and Conditions 1. Misuse; Confidentiality; Copies. The Client shall not transfer, sublicense, rent, lease, convey, translate, convert to another programming language, decompile, disassemble, modify or change any Communication Product for any purpose. The Client shall not use any Communication Product in a manner which would violate this license or infringe the proprietary rights of the Custodian or others or violate the laws, tariffs or regulations of any country. The Client agrees not to disclose to any other party and to keep confidential all of the Communication Products and all information contained in or related to the Communication Products and related documentation. The Client may make only one copy of each licensed software Communication Product for backup purposes in support of its authorized use of the software. The Client shall include any applicable copyright notice on any such software backup. The Client is permitted to use each licensed copy of any Communication Product on only one computer or local area network at a time. 2. Compatible Products. The Client shall be responsible for obtaining and maintaining hardware, software and other equipment and products that are compatible with the Communication Products, as compatibility is defined by the Custodian from time to time. The Custodian shall give the Client reasonable advance notice of any changes in such compatibility requirements. 3. Documentation. If available, the Custodian shall give the Client one copy of a user manual and related documentation (the "Documentation") for each licensed Communication Product. The Documentation is intended to be used for training and informational purposes. The Documentation describes Security Procedures that the Client must comply with in using the Communication Products. The Client shall immediately notify the Custodian in writing if it believes any Security Procedure has been compromised or if any Communication Product fails to perform as described in the Documentation. 4. Installation. At its option, the Custodian shall either install the Communication Products at the locations specified by the Client or shall furnish the Client with installation instructions. From time to time, at its option, the Custodian shall either install new releases of the Communication Products or furnish the Client with installation instructions and direct the Client to install such new releases by itself. The Client agrees to allow the Custodian to install such new releases or to install such new releases by itself if directed to do so by the Custodian. 5. Returns, Repairs and Replacements. Upon the termination of this License with respect to any Communication Product, the Client agrees to return all copies of such Communication Product and related documentation to the Custodian. The Client agrees to pay any shipping charges incurred in connection with the return of any Communication Product to the Custodian for replacement, update or upon termination of this License with respect to such Communication Product. Communication Products that are lost, damaged or otherwise rendered inoperable due to the Client's negligent, reckless or intentional misuse, or due to reasons beyond the Custodian's control, shall be repaired or Rev. 9/28193 2.CUS 1 replaced at the Client's expense. Communication Product repairs shall only be performed by the Custodian or a party authorized by the Custodian to perform such repairs. 6. Fees; Taxes. The Client agrees to pay the Custodian license fees and such other fees as the parties hereto may agree upon in writing from time to time in connection with obtaining the Communication Products. The Client agrees to reimburse the Custodian for, or shall pay directly to the relevant taxing authorities, any sales, use, value-added, excise or other taxes, other than taxes based on the Custodian's net income, incurred by the Custodian or which may in the future be incurred by the Custodian as a result of this License or on or measured by the prices and other charges of the Communication Products furnished for the Client's use, however designated, levied or based, whenever the Custodian has paid or shall be liable to pay or collect any such tax from the Client pursuant to applicable law, as interpreted by the departmental authorities of the taxing unit. 7. Warranty. The Custodian warrants that, for a period of 30 days after delivery of a Communication Product to the Client such Communication Product will perform substantially in accordance with the then current specifications therefor as set forth in the Documentation. If a Communication Product fails to meet the foregoing warranty and the Client gives the Custodian written notice thereof during the applicable warranty period, the Custodian's sole obligation shall be to provide technical services to attempt to correct the failure, provided that (i) the Client gives the Custodian detailed information regarding such failure and the Custodian is able to duplicate same and (ii) the Communication Product has not been used in an unauthorized manner or otherwise misused or abused. The Client acknowledges that the Communication Products are complex, may not be error free, and that all errors, if any, may not be correctable or avoidable. Except and to the extent expressly provided above, and in lieu of all other warranties, the Communication Products are provided "as is", all warranties and representations of any kind with regard to the Communication Products are hereby disclaimed, including any implied warranties of merchantability or fitness for a particular purpose. 8. Infringement. The Custodian shall defend or settle, at its own expense, any cause of action or proceeding brought against the Client which is based on a claim that the use of a Communication Product infringes any patent, copyright, trade secret or other proprietary right. The Custodian shall indemnify and hold the Client harmless against any final judgment that may be awarded by a court of competent jurisdiction against the Client as a result of the foregoing. The Custodian's obligations hereunder are conditioned upon its receiving from the Client (i) prompt written notice of each such claim, (ii) reasonable cooperation and information in Client's possession and (iii) the right to control and direct the investigation, defense and settlement of each such claim. If a claim is made that a Communication Product infringes any patent, copyright, trade secret or other proprietary right, the Custodian may, in the Custodian's sole discretion, either procure for the Client the right to continue using such Communication Product, modify it to make its use noninfhnging, or replace it with a noninfringing product; provided that if none of the foregoing is reasonably available to the Custodian, the Custodian may terminate the license granted herein and require the Client to return all copies of the relevant Communication Product. Notwithstanding the foregoing, the Custodian shall not be liable to the Client pursuant to this Section if a claim is based on (i) a combination of a Communication Product with data or other software or devices not supplied by the Custodian, (ii) modifications to a Communication Product not made by the Custodian or (iii) use of a Communication Product in an unauthorized manner. Rev. 9/28/93 2.CUS 2 9. Related Services. These terms and conditions and the Documentation are intended to define the rights and obligations of the Client with respect to Communication Products used by the Client in connection with all services (e.g., custody, funds transfers, foreign exchange etc.) offered by Morgan Guaranty Trust Company of New York and its affiliates to the Client. The provisions of this Agreement and any documents relating to other services offered by Morgan Guaranty Trust Company of New York and its affiliates may supplement these terms and conditions but in the event of any inconsistency between this Agreement or such other documents and these terms and conditions, these terms and conditions shall prevail. 10. Intraday Reports. The Client acknowledges that intraday reports received by the Client by means of any Communication Product may contain information that is subject to correction, and that corrections of such information will routinely occur without notice to the Client. The Client understands that intraday reports are provided for informational purposes only and are not to be relied upon for purposes of final reconciliations or otherwise. Neither Morgan Guaranty Trust Company of New York nor any affiliate or subsidiary of Morgan Guaranty Trust Company of New York that provides data with respect to intraday reports makes any representation or warranty that such reports are accurate or complete. Rev. 9/28/93 2.CUS 3 EX-99.23I 5 LEGAL OPINION Exhibit 23 (i) Legal Opinion of Helliwell, Melrose & DeWolf, P.A., HELLIWELL, MELROSE & DEWOLF, P.A. ATTORNEYS AT LAW NINTH FLOOR - 1401 BRICKELL AVENUE MIAMI, FLORIDA 33131 Telephone (305) 373-7571 CABLE HEGIV/MIAMI TELEX 51-9422 March 5, 1982 Maxim Series Fund, Inc. Great West Plaza 1675 Broadway Denver, CO 80202 File: 9802-201 Gentlemen: We have acted as counsel to the Maxim Series Fund, Inc. ("Fund") in connection with its organization under the laws of the State of Maryland. Based upon our review of the documentation comprising the Fund's organizational records, the minutes of directors meetings held by the Fund and review of such other documents as we have deemed necessary, our opinion is as follows: 1. The Corporation is a corporation incorporated, validly existing and in good standing under the laws of the State of Maryland; 2. The shares of the Fund's common stock which are the subject of its N-1 Registration Statement (Reg. No. 2-73879) will, when issued pursuant to the terms of its Articles of Incorporation, and the Registration Statement referred to above, be duly issued, fully paid and non-assessable. We here by consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to our name under the caption Legal Counsel, in the prospectus which is a part thereof. Sincerely, /s/ James F. Jorden James F. Jorden For the Firm EX-99.23J 6 CONSENT Exhibit 23(j) Consent of Deloitte & Touche LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 67 to Registration Statement No. 2-75503 on Form N-1A of Maxim Series Fund, Inc. of our report dated December 20, 1999, appearing in the October 31, 1999 Annual Report of Maxim Series Fund, Inc. and to the references to us under the headings "Financial Highlights" appearing in the Prospectus and "Independent Auditors" and "Financial Statements" appearing in the Statement of Additional Information, which are also a part of such Registration Statement. /s/ DELOITTE & TOUCHE LLP Denver, Colorado February 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----