Maxim Series Account of Great West Life & Annuity Ins Co.

04/19/2024 | Press release | Distributed by Public on 04/19/2024 12:45

Financial Statements by Insurance Company - Form N-VPFS

Maxim Series Account

Financial Statements

Year Ended December 31, 2023

(With Report of Independent Registered Public Accounting Firm Thereon)

Report of Independent Registered Public Accounting Firm

To the Contract Owners of Maxim Series Account and Those Charged with Governance of Maxim Series Account of Empower Annuity Insurance Company of America:

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of the subaccounts listed in Appendix A that comprise Maxim Series Account (the Separate Account) as of December 31, 2023, the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years or periods in the three-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Separate Account as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the three-year period then ended, in conformity with U.S. generally accepted accounting principles. The financial highlights for each of the years in the two-year period ended December 31, 2020 were audited by other independent registered public accountants whose report, dated May 6, 2021, expressed an unqualified opinion on those financial highlights.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Separate Account's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Separate Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2023, by correspondence with the underlying mutual funds or their transfer agents; when replies were not received, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the auditor of one or more Empower Annuity Insurance Company of America Separate Accounts since 2021.

Birmingham, Alabama
April 18, 2024

1

Appendix A

The subaccounts that comprise Maxim Series Account were audited according to varying periods as defined in the table below:

Subaccount Statement of Assets
and Liabilities
Statement of
Operations
Statement of Changes
in Net Assets
BNY Mellon Stock Index Fund, Initial Shares As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Aggressive Profile Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Ariel Mid Cap Value Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Bond Index Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Conservative Profile Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Government Money Market Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower International Value Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Large Cap Value Fund, Investor II Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Moderate Profile Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023

2

Empower Moderately Aggressive Profile Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Moderately Conservative Profile Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower Multi-Sector Bond Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower S&P 500 Index Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower S&P Small Cap 600 Index Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower T. Rowe Price Mid Cap Growth Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Empower U.S. Government Securities Fund, Investor Class As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Fidelity VIP Contrafund Portfolio As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Janus Aspen Series Janus Henderson Flexible Bond Portfolio As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Neuberger Berman AMT Sustainable Equity Portfolio, Class I As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023
Templeton Foreign VIP Fund, Class 1 As of December 31, 2023 For the year then ended December 31, 2023 For each of the years in the two-year period then ended December 31, 2023

3

MAXIM SERIES ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2023
SUBACCOUNTS
BNY
Mellon
Stock Index
Fund,
Initial
Shares
Empower
Aggressive
Profile Fund,
Investor
Class
Empower
Ariel Mid
Cap Value
Fund,
Investor
Class
Empower
Bond Index
Fund,
Investor
Class
Empower
Conservative
Profile Fund,
Investor
Class
Empower
Government
Money
Market
Fund,
Investor
Class
Empower
International
Value Fund,
Investor
Class
ASSETS:
Investments at fair value (1) $ 1,110,181 $ 51,622 $ 441,964 $ 30,840 $ 38,022 $ 781,005 $ 153,803
Receivable from dividends - - - - - 301 -
Receivable from the fund manager 15 2 15 1 1 26 5
Receivable from the Company 4,052 - - - - - -
Total assets 1,114,248 51,624 441,979 30,841 38,023 781,332 153,808
LIABILITIES:
Payable to the Contracts 15 2 15 1 1 26 5
Payable to the Company - - 9,045 - 1,604 6,308 508
Total liabilities 15 2 9,060 1 1,605 6,334 513
NET ASSETS $ 1,114,233 $ 51,622 $ 432,919 $ 30,840 $ 36,418 $ 774,998 $ 153,295
ANALYSIS OF NET ASSETS
Accumulation period $ 787,313 $ 51,622 $ 394,275 $ 30,840 $ 29,098 $ 627,468 $ 151,442
Annuity period 326,920 - 38,644 - 7,320 147,530 1,853
Total net assets $ 1,114,233 $ 51,622 $ 432,919 $ 30,840 $ 36,418 $ 774,998 $ 153,295
Fair value per share (NAV) $ 69.08 $ 5.43 $ 8.82 $ 12.75 $ 7.38 $ 1.00 $ 12.03
Shares outstanding in the Separate Account 16,071 9,507 50,109 2,419 5,152 781,005 12,785
(1) Investments in mutual fund shares, at cost $ 784,846 $ 60,453 $ 522,780 $ 34,288 $ 41,587 $ 781,003 $ 135,840
Note: Totals and NAV may not appear to foot/crossfoot/calculate due to rounding.
(Continued)

See accompanying notes to financial statements.

4

MAXIM SERIES ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2023
SUBACCOUNTS
Empower
Large Cap
Value Fund,
Investor II
Class
Empower
Moderate
Profile
Fund,
Investor
Class
Empower
Moderately
Aggressive
Profile Fund,
Investor
Class
Empower
Moderately
Conservative
Profile Fund,
Investor
Class
Empower
Multi-Sector
Bond Fund,
Investor
Class
Empower
S&P 500
Index Fund,
Investor
Class
Empower
S&P Small
Cap 600
Index Fund,
Investor
Class
ASSETS:
Investments at fair value (1) $ 1,210,075 $ 58,934 $ 16,122 $ 14,761 $ 16,598 $ 6,090,389 $ 375,576
Receivable from dividends - - - - - - -
Receivable from the fund manager 22 2 1 1 1 232 13
Receivable from the Company - - - - - - -
Total assets 1,210,097 58,936 16,123 14,762 16,599 6,090,621 375,589
LIABILITIES:
Payable to the Contracts 22 2 1 1 1 232 13
Payable to the Company 7,943 7,257 - 2,653 1,515 32,410 4,945
Total liabilities 7,965 7,259 1 2,654 1,516 32,642 4,958
NET ASSETS $ 1,202,132 $ 51,677 $ 16,122 $ 12,108 $ 15,083 $ 6,057,979 $ 370,631
ANALYSIS OF NET ASSETS
Accumulation period $ 1,002,071 $ 18,553 $ 16,122 $ - $ 9,561 $ 5,310,488 $ 348,061
Annuity period 200,061 33,124 - 12,108 5,522 747,491 22,570
Total net assets $ 1,202,132 $ 51,677 $ 16,122 $ 12,108 $ 15,083 $ 6,057,979 $ 370,631
Fair value per share (NAV) $ 11.39 $ 6.28 $ 6.75 $ 7.90 $ 12.77 $ 30.55 $ 12.72
Shares outstanding in the Separate Account 106,240 9,384 2,388 1,868 1,300 199,358 29,526
(1) Investments in mutual fund shares, at cost $ 1,110,850 $ 65,001 $ 18,299 $ 15,684 $ 17,253 $ 4,544,995 $ 369,197
Note: Totals and NAV may not appear to foot/crossfoot/calculate due to rounding.
(Continued)

See accompanying notes to financial statements.

5

MAXIM SERIES ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2023
SUBACCOUNTS
Empower T. Rowe
Price Mid Cap
Growth Fund,
Investor Class
Empower U.S.
Government
Securities Fund,
Investor Class
Fidelity VIP
Contrafund
Portfolio
Janus Aspen Series
Janus Henderson
Flexible Bond
Portfolio
Neuberger Berman
AMT Sustainable
Equity Portfolio,
Class I
Templeton Foreign
VIP Fund, Class 1
ASSETS:
Investments at fair value (1) $ 55,020 $ 685,612 $ 112,053 $ 57,292 $ 737,903 $ 154,818
Receivable from dividends - - - - - -
Receivable from the fund manager 2 93 4 1 10 2
Receivable from the Company - - - 91 1,811 -
Total assets 55,022 685,705 112,057 57,384 739,724 154,820
LIABILITIES:
Payable to the Contracts 2 93 4 1 10 2
Payable to the Company - 3,149 13,980 - - -
Total liabilities 2 3,242 13,984 1 10 2
NET ASSETS $ 55,020 $ 682,463 $ 98,073 $ 57,383 $ 739,714 $ 154,818
ANALYSIS OF NET ASSETS
Accumulation period $ 55,020 $ 625,212 $ 41,814 $ 55,848 $ 615,385 $ 154,818
Annuity period - 57,251 56,259 1,535 124,329 -
Total net assets $ 55,020 $ 682,463 $ 98,073 $ 57,383 $ 739,714 $ 154,818
Fair value per share (NAV) $ 35.78 $ 10.92 $ 48.63 $ 10.05 $ 33.35 $ 14.57
Shares outstanding in the Separate Account 1,538 62,785 2,304 5,701 22,126 10,626
(1) Investments in mutual fund shares, at cost $ 40,247 $ 762,458 $ 84,682 $ 65,296 $ 613,735 $ 145,814
Note: Totals and NAV may not appear to foot/crossfoot/calculate due to rounding.
(Concluded)

See accompanying notes to financial statements.

6

MAXIM SERIES ACCOUNT
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
SUBACCOUNTS
BNY
Mellon
Stock Index
Fund,
Initial
Shares
Empower
Aggressive
Profile Fund,
Investor
Class
Empower
Ariel Mid
Cap
Value Fund,
Investor
Class
Empower
Bond Index
Fund,
Investor
Class
Empower
Conservative
Profile Fund,
Investor
Class
Empower
Government
Money
Market
Fund,
Investor
Class
Empower
International
Value Fund,
Investor
Class
INVESTMENT INCOME:
Dividend income $ 14,344 $ 1,532 $ 10,576 $ 624 $ 1,148 $ 35,143 $ 2,174
EXPENSES:
Mortality and expense risk 5,000 615 5,526 394 469 8,564 1,906
NET INVESTMENT INCOME (LOSS) 9,344 917 5,050 230 679 26,579 268
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on redemption of investments 11,560 (6,171 ) (15,536 ) (2,065 ) (237 ) (1 ) 1,557
Capital gain distributions 36,416 1,318 52,237 - 431 - 2,807
Net realized gain (loss) on investments 47,976 (4,853 ) 36,701 (2,065 ) 194 (1 ) 4,364
Change in net unrealized appreciation (depreciation) on investments 169,350 11,932 (4,032 ) 3,388 1,638 1 18,490
Net realized and unrealized gain (loss) on investments 217,326 7,079 32,669 1,323 1,832 - 22,854
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 226,670 $ 7,996 $ 37,719 $ 1,553 $ 2,511 $ 26,579 $ 23,122
Note: Totals may not appear to foot/crossfoot due to rounding.
(Continued)

See accompanying notes to financial statements.

7

MAXIM SERIES ACCOUNT
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
SUBACCOUNTS
Empower
Large Cap
Value Fund,
Investor
II Class
Empower
Moderate
Profile
Fund,
Investor
Class
Empower
Moderately
Aggressive
Profile
Fund,
Investor
Class
Empower
Moderately
Conservative
Profile Fund,
Investor
Class
Empower
Multi-Sector
Bond Fund,
Investor
Class
Empower
S&P 500
Index Fund,
Investor
Class
Empower
S&P Small
Cap 600
Index Fund,
Investor
Class
INVESTMENT INCOME:
Dividend income $ 12,485 $ 2,004 $ 345 $ 451 $ 570 $ 26,049 $ 1,900
EXPENSES:
Mortality and expense risk 7,810 1,008 195 183 300 81,751 4,421
NET INVESTMENT INCOME (LOSS) 4,675 996 150 268 270 (55,702 ) (2,521 )
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on redemption of investments 7,997 (14,985 ) (2,652 ) (353 ) (879 ) 245,346 891
Capital gain distributions 59,992 779 504 316 - 282,317 9,750
Net realized gain (loss) on investments 67,989 (14,206 ) (2,148 ) (37 ) (879 ) 527,663 10,641
Change in net unrealized appreciation (depreciation) on investments 56,950 21,910 4,240 1,078 2,150 786,968 42,001
Net realized and unrealized gain (loss) on investments 124,939 7,704 2,092 1,041 1,271 1,314,631 52,642
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 129,614 $ 8,700 $ 2,242 $ 1,309 $ 1,541 $ 1,258,929 $ 50,121
Note: Totals may not appear to foot/crossfoot due to rounding.
(Continued)

See accompanying notes to financial statements.

8

MAXIM SERIES ACCOUNT
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
SUBACCOUNTS
Empower
T. Rowe
Price Mid
Cap Growth
Fund,
Investor
Class
Empower
U.S.
Government
Securities
Fund,
Investor
Class
Fidelity
VIP
Contrafund
Portfolio
Janus
Aspen
Series Janus
Henderson
Flexible
Bond
Portfolio
Neuberger
Berman
AMT
Sustainable
Equity
Portfolio,
Class I
Templeton
Foreign
VIP Fund,
Class 1
INVESTMENT INCOME:
Dividend income $ - $ 16,310 $ 498 $ 2,421 $ 2,271 $ 4,794
EXPENSES:
Mortality and expense risk 675 9,493 1,288 286 3,265 710
NET INVESTMENT INCOME (LOSS) (675 ) 6,817 (790 ) 2,135 (994 ) 4,084
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on redemption of investments 7,507 (5,212 ) 3,563 (705 ) 1,332 (16 )
Capital gain distributions 1,426 - 3,629 - 10,715 -
Net realized gain (loss) on investments 8,933 (5,212 ) 7,192 (705 ) 12,047 (16 )
Change in net unrealized appreciation (depreciation) on investments 2,086 18,604 22,336 1,331 143,590 22,298
Net realized and unrealized gain (loss) on investments 11,019 13,392 29,528 626 155,637 22,282
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 10,344 $ 20,209 $ 28,738 $ 2,761 $ 154,643 $ 26,366
Note: Totals may not appear to foot/crossfoot due to rounding.
(Concluded)

See accompanying notes to financial statements.

9

MAXIM SERIES ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2023
SUBACCOUNTS
BNY
Mellon
Stock Index
Fund,
Initial
Shares
Empower
Aggressive
Profile
Fund,
Investor
Class
Empower
Ariel Mid
Cap Value
Fund,
Investor
Class
Empower
Bond Index
Fund,
Investor
Class
Empower
Conservative
Profile Fund,
Investor
Class
Empower
Government
Money
Market
Fund,
Investor
Class
Empower
International
Value Fund,
Investor
Class
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss) $ 9,344 $ 917 $ 5,050 $ 230 $ 679 $ 26,579 $ 268
Net realized gain (loss) on investments 47,976 (4,853 ) 36,701 (2,065 ) 194 (1 ) 4,364
Change in net unrealized appreciation (depreciation) on investments 169,350 11,932 (4,032 ) 3,388 1,638 1 18,490
Net increase (decrease) in net assets resulting from operations 226,670 7,996 37,719 1,553 2,511 26,579 23,122
CONTRACT TRANSACTIONS:
Contract owners' net payments 5,400 - - - - - -
Contract maintenance charges (25 ) - (190 ) - - (720 ) (53 )
Contract owners' benefits - - - - - (89,176 ) -
Net transfers (to) from the Company and/or Subaccounts (27,770 ) (20,005 ) (65,552 ) (17,222 ) (1,543 ) 68,065 (10,637 )
Adjustments to net assets allocated to contracts in payout period (18,642 ) - (7,270 ) - (1,604 ) 26,518 (215 )
Increase (decrease) in net assets resulting from Contract transactions (41,037 ) (20,005 ) (73,012 ) (17,222 ) (3,147 ) 4,687 (10,905 )
Total increase (decrease) in net assets 185,633 (12,009 ) (35,293 ) (15,669 ) (636 ) 31,266 12,217
NET ASSETS:
Beginning of period 928,600 63,631 468,212 46,509 37,054 743,732 141,078
End of period $ 1,114,233 $ 51,622 $ 432,919 $ 30,840 $ 36,418 $ 774,998 $ 153,295
Note: Totals may not appear to foot/crossfoot due to rounding.
(Continued)

See accompanying notes to financial statements.

10

MAXIM SERIES ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2023
SUBACCOUNTS
Empower
Large Cap
Value Fund,
Investor
II Class
Empower
Moderate
Profile
Fund,
Investor
Class
Empower
Moderately
Aggressive
Profile
Fund,
Investor
Class
Empower
Moderately
Conservative
Profile Fund,
Investor
Class
Empower
Multi-Sector
Bond Fund,
Investor
Class
Empower
S&P 500
Index Fund,
Investor
Class
Empower
S&P Small
Cap 600
Index Fund,
Investor
Class
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss) $ 4,675 $ 996 $ 150 $ 268 $ 270 $ (55,702 ) $ (2,521 )
Net realized gain (loss) on investments 67,989 (14,206 ) (2,148 ) (37 ) (879 ) 527,663 10,641
Change in net unrealized appreciation (depreciation) on investments 56,950 21,910 4,240 1,078 2,150 786,968 42,001
Net increase (decrease) in net assets resulting from operations 129,614 8,700 2,242 1,309 1,541 1,258,929 50,121
CONTRACT TRANSACTIONS:
Contract owners' net payments 4,200 - - - - - -
Contract maintenance charges (224 ) (27 ) (31 ) - (10 ) (2,678 ) (82 )
Contract owners' benefits - - - - - - -
Net transfers (to) from the Company and/or Subaccounts (65,982 ) (85,335 ) (11,200 ) (4,498 ) (19,085 ) (848,625 ) (86,771 )
Adjustments to net assets allocated to contracts in payout period (13,851 ) (7,257 ) - (2,653 ) (557 ) (137,720 ) (4,945 )
Increase (decrease) in net assets resulting from Contract transactions (75,857 ) (92,619 ) (11,231 ) (7,151 ) (19,652 ) (989,023 ) (91,798 )
Total increase (decrease) in net assets 53,757 (83,919 ) (8,989 ) (5,842 ) (18,111 ) 269,906 (41,677 )
NET ASSETS:
Beginning of period 1,148,375 135,596 25,111 17,950 33,194 5,788,073 412,308
End of period $ 1,202,132 $ 51,677 $ 16,122 $ 12,108 $ 15,083 $ 6,057,979 $ 370,631
Note: Totals may not appear to foot/crossfoot due to rounding.
(Continued)

See accompanying notes to financial statements.

11

MAXIM SERIES ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2023
SUBACCOUNTS
Empower
T. Rowe
Price Mid
Cap Growth
Fund,
Investor
Class
Empower
U.S.
Government
Securities
Fund,
Investor
Class
Fidelity
VIP
Contrafund
Portfolio
Janus
Aspen Series
Janus
Henderson
Flexible
Bond
Portfolio
Neuberger
Berman
AMT
Sustainable
Equity
Portfolio,
Class I
Templeton
Foreign
VIP Fund,
Class 1
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss) $ (675 ) $ 6,817 $ (790 ) $ 2,135 $ (994 ) $ 4,084
Net realized gain (loss) on investments 8,933 (5,212 ) 7,192 (705 ) 12,047 (16 )
Change in net unrealized appreciation (depreciation) on investments 2,086 18,604 22,336 1,331 143,590 22,298
Net increase (decrease) in net assets resulting from operations 10,344 20,209 28,738 2,761 154,643 26,366
CONTRACT TRANSACTIONS:
Contract owners' net payments - - - - 1,200 1,200
Contract maintenance charges (9 ) (679 ) (35 ) (10 ) (3 ) (1 )
Contract owners' benefits - - - - - -
Net transfers (to) from the Company and/or Subaccounts (26,901 ) (29,655 ) (13,111 ) (4,521 ) (14,035 ) (1,769 )
Adjustments to net assets allocated to contracts in payout period - (2,560 ) (9,779 ) 6 (6,813 ) -
Increase (decrease) in net assets resulting from Contract transactions (26,910 ) (32,894 ) (22,925 ) (4,525 ) (19,651 ) (570 )
Total increase (decrease) in net assets (16,566 ) (12,685 ) 5,813 (1,764 ) 134,992 25,796
NET ASSETS:
Beginning of period 71,586 695,148 92,260 59,147 604,722 129,022
End of period $ 55,020 $ 682,463 $ 98,073 $ 57,383 $ 739,714 $ 154,818
Note: Totals may not appear to foot/crossfoot due to rounding.
(Continued)

See accompanying notes to financial statements.

12

MAXIM SERIES ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2022
SUBACCOUNTS
BNY
Mellon
Stock Index
Fund,
Initial
Shares
Empower
Aggressive
Profile
Fund,
Investor
Class
Empower
Ariel Mid
Cap Value
Fund,
Investor
Class
Empower
Bond Index
Fund,
Investor
Class
Empower
Conservative
Profile Fund,
Investor
Class
Empower
Government
Money
Market
Fund,
Investor
Class
Empower
International
Value Fund,
Investor
Class
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss) $ 8,183 $ 201 $ 18,662 $ (46 ) $ 217 $ 779 $ (142 )
Net realized gain (loss) on investments 111,071 6,982 109,394 (154 ) 1,427 (78 ) 2,758
Change in net unrealized appreciation (depreciation) on investments (316,899 ) (19,661 ) (205,832 ) (8,023 ) (6,371 ) 77 (30,752 )
Net increase (decrease) in net assets resulting from operations (197,646 ) (12,478 ) (77,776 ) (8,223 ) (4,727 ) 778 (28,136 )
CONTRACT TRANSACTIONS:
Contract owners' net payments 8,200 1,500 - - - 600 -
Contract maintenance charges (25 ) - (191 ) - - (673 ) (53 )
Contract owners' benefits (35,830 ) - - - - (583 ) -
Net transfers (to) from the Company and/or Subaccounts 24,282 (2,038 ) (9,730 ) (1,142 ) (1,201 ) (189,553 ) (4,406 )
Adjustments to net assets allocated to contracts in payout period 13,722 - 791 - 8,933 142
Increase (decrease) in net assets resulting from Contract transactions 10,349 (538 ) (9,130 ) (1,142 ) (1,201 ) (181,276 ) (4,317 )
Total increase (decrease) in net assets (187,297 ) (13,016 ) (86,906 ) (9,365 ) (5,928 ) (180,497 ) (32,453 )
NET ASSETS:
Beginning of period 1,115,897 76,647 555,118 55,874 42,982 924,229 173,531
End of period $ 928,600 $ 63,631 $ 468,212 $ 46,509 $ 37,054 $ 743,732 $ 141,078
Note: Totals may not appear to foot/crossfoot due to rounding.
(Continued)

See accompanying notes to financial statements.

13

MAXIM SERIES ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2022
SUBACCOUNTS
Empower
Large Cap
Value Fund,
Investor
II Class
Empower
Moderate
Profile
Fund,
Investor
Class
Empower
Moderately
Aggressive
Profile
Fund,
Investor
Class
Empower
Moderately
Conservative
Profile Fund,
Investor
Class
Empower
Multi-Sector
Bond Fund,
Investor
Class
Empower
S&P 500
Index Fund,
Investor
Class
Empower
S&P Small
Cap 600
Index Fund,
Investor
Class
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss) $ 11,648 $ 1,336 $ 85 $ 88 $ 386 $ (63,997 ) $ (3,345 )
Net realized gain (loss) on investments 91,303 8,331 1,876 965 27 211,502 24,187
Change in net unrealized appreciation (depreciation) on investments (141,794 ) (30,896 ) (6,009 ) (3,482 ) (5,321 ) (1,592,891 ) (108,610 )
Net increase (decrease) in net assets resulting from operations (38,842 ) (21,230 ) (4,048 ) (2,429 ) (4,908 ) (1,445,386 ) (87,768 )
CONTRACT TRANSACTIONS:
Contract owners' net payments 5,600 - 1,500 - 1,500 3,000 3,000
Contract maintenance charges (223 ) (27 ) (31 ) - (10 ) (2,787 ) (83 )
Contract owners' benefits (29,816 ) - - - - (122,187 ) -
Net transfers (to) from the Company and/or Subaccounts 67,625 (7,169 ) 1 1 (1,080 ) (404,833 ) (2,078 )
Adjustments to net assets allocated to contracts in payout period 9,286 - - - 403 25,860 -
Increase (decrease) in net assets resulting from Contract transactions 52,472 (7,196 ) 1,469 1 813 (500,948 ) 838
Total increase (decrease) in net assets 13,630 (28,425 ) (2,579 ) (2,428 ) (4,095 ) (1,946,334 ) (86,929 )
NET ASSETS:
Beginning of period 1,134,745 164,021 27,690 20,378 37,289 7,734,407 499,237
End of period $ 1,148,375 $ 135,596 $ 25,111 $ 17,950 $ 33,194 $ 5,788,073 $ 412,308
Note: Totals may not appear to foot/crossfoot due to rounding.
(Continued)

See accompanying notes to financial statements.

14

MAXIM SERIES ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2022
SUBACCOUNTS
Empower
T. Rowe
Price Mid
Cap Growth
Fund,
Investor
Class
Empower
U.S.
Government
Securities
Fund,
Investor
Class
Fidelity
VIP
Contrafund
Portfolio
Janus
Aspen Series
Janus
Henderson
Flexible
Bond
Portfolio
Neuberger
Berman
AMT
Sustainable
Equity
Portfolio,
Class I
Templeton
Foreign
VIP Fund,
Class 1
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss) $ (932 ) $ (355 ) $ (780 ) $ 1,234 $ (278 ) $ 3,526
Net realized gain (loss) on investments 2,223 (4,259 ) 6,038 1,096 79,625 (2,541 )
Change in net unrealized appreciation (depreciation) on investments (23,803 ) (108,853 ) (41,194 ) (13,772 ) (212,231 ) (14,526 )
Net increase (decrease) in net assets resulting from operations (22,512 ) (113,467 ) (35,937 ) (11,442 ) (132,885 ) (13,542 )
CONTRACT TRANSACTIONS:
Contract owners' net payments - - 4,500 500 2,600 2,500
Contract maintenance charges (9 ) (700 ) (35 ) (11 ) (3 ) (1 )
Contract owners' benefits - (31,530 ) - (15,535 ) (27,817 ) (15,437 )
Net transfers (to) from the Company and/or Subaccounts (548 ) (156,022 ) (2,478 ) (15,785 ) (1,460 ) (22,192 )
Adjustments to net assets allocated to contracts in payout period - 4,597 2,976 31 4,753 -
Increase (decrease) in net assets resulting from Contract transactions (557 ) (183,654 ) 4,963 (30,800 ) (21,927 ) (35,131 )
Total increase (decrease) in net assets (23,069 ) (297,121 ) (30,975 ) (42,242 ) (154,812 ) (48,672 )
NET ASSETS:
Beginning of period 94,655 992,269 123,235 101,389 759,534 177,694
End of period $ 71,586 $ 695,148 $ 92,260 $ 59,147 $ 604,722 $ 129,022
Note: Totals may not appear to foot/crossfoot due to rounding.
(Concluded)

See accompanying notes to financial statements.

15

MAXIM SERIES ACCOUNT

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2023

1. ORGANIZATION

Effective August 1, 2022, Great West Life & Annuity Insurance Company is now known as Empower Annuity Insurance Company of America (the Company). The Maxim Series Account (the Separate Account), a separate account of the Company, is registered as a unit investment trust under the Investment Company Act of 1940, as amended, and exists in accordance with regulations of the Colorado Division of Insurance. The Separate Account, which is a funding vehicle for both group and individual variable annuity contracts (Contracts), is no longer being sold. The Separate Account consists of numerous Subaccounts (Subaccounts), each being treated as an individual accounting entity for financial reporting purposes, and each investing all of its investible assets in the named underlying mutual funds.

Under applicable insurance law, the assets and liabilities of each of the Subaccounts of the Separate Account are clearly identified and distinguished from the Company's other assets and liabilities. The portion of the Separate Account's assets applicable to the reserves and other contract liabilities with respect to the Separate Account is not chargeable with liabilities arising out of any other business the Company may conduct. Net premiums from the Contracts are allocated to the Subaccounts in accordance with contract owner instructions and are recorded as variable annuity contract transactions in the statements of changes in net assets. Such amounts are used to provide account funds to pay contract values under the Contracts. Under applicable insurance law, the assets and liabilities of the Separate Account are clearly identified and distinguished from the Company's other assets and liabilities.

The preparation of financial statements and financial highlights of each of the Subaccounts in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and financial highlights and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

The following is a list of the variable annuity products funded by the Separate Account:

AICPA

Original Maxim Account

MVP

For the years ended December 31, 2023 and 2022, the Separate Account was invested in up to 20 Subaccounts, as follows:

BNY Mellon Stock Index Fund, Initial Shares

Empower Aggressive Profile Fund, Investor Class(a)

Empower Ariel Mid Cap Value Fund, Investor Class(a)

Empower Bond Index Fund, Investor Class(a)

Empower Conservative Profile Fund, Investor Class(a)

Empower Government Money Market Fund, Investor Class(a)

Empower International Value Fund, Investor Class(a)

Empower Large Cap Value Fund, Investor II Class(a)

Empower Moderate Profile Fund, Investor Class(a)

Empower Moderately Aggressive Profile Fund, Investor Class(a)

Empower Moderately Conservative Profile Fund, Investor Class(a)

Empower Multi-Sector Bond Fund, Investor Class(a)

Empower S&P 500 Index Fund, Investor Class(a)

Empower S&P Small Cap 600 Index Fund, Investor Class(a)

Empower T. Rowe Price Mid Cap Growth Fund, Investor Class(a)

Empower U.S. Government Securities Fund, Investor Class(a)

Fidelity VIP Contrafund Portfolio

16

Janus Aspen Series Janus Henderson Flexible Bond Portfolio

Neuberger Berman AMT Sustainable Equity Portfolio, Class I

Templeton Foreign VIP Fund, Class 1

(a) See Subaccount Changes table below

Subaccount Changes:

During 2022, the following Subaccounts changed their names:

Previous Name New Name Date of Change
Great-West Aggressive Profile Fund, Investor Class Empower Aggressive Profile Fund, Investor Class August 1, 2022
Great-West Ariel mid Cap Value Fund, Investor Class Empower Ariel mid Cap Value Fund, Investor Class August 1, 2022
Great-West Bond Index Fund, Investor Class Empower Bond Index Fund, Investor Class August 1, 2022
Great-West Conservative Profile Fund, Investor Class Empower Conservative Profile Fund, Investor Class August 1, 2022
Great-West Government Money Market Fund, Investor Class Empower Government Money Market Fund, Investor Class August 1, 2022
Great-West International Value Fund, Investor Class Empower International Value Fund, Investor Class August 1, 2022
Great-West Large Cap Value Fund Investor II Class Fund Empower Large Cap Value Fund Investor II Class Fund August 1, 2022
Great-West Moderate Profile Fund, Investor Class Empower Moderate Profile Fund, Investor Class August 1, 2022
Great-West Moderately Aggressive Profile Fund, Investor Class Empower Moderately Aggressive Profile Fund, Investor Class August 1, 2022
Great-West Moderately Conservative Profile Fund, Investor Class Empower Moderately Conservative Profile Fund, Investor Class August 1, 2022
Great-West Multi-Sector Bond Fund, Investor Class Empower Multi-Sector Bond Fund, Investor Class August 1, 2022
Great-West S&P 500® Index Fund, Investor Class Empower S&P 500® Index Fund, Investor Class August 1, 2022
Great-West S&P Small Cap 600® Index Fund, Investor Class Empower S&P Small Cap 600® Index Fund, Investor Class August 1, 2022
Great-West T. Rowe Price Mid Cap Growth Fund, Investor Empower T. Rowe Price Mid Cap Growth Fund, Investor August 1, 2022
Great-West U.S. Government Securities Fund, Investor Class Empower U.S. Government Securities Fund, Investor Class August 1, 2022

The Separate Account is an investment company and, therefore, applies specialized accounting guidance in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 "Financial Services - Investment Companies".

17

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies of the Separate Account.

Investment valuation

Investments are made and measured in shares and are presented net of management fees and other operating expenses incurred by the Subaccounts. The investments are valued at the net asset values of the mutual funds, which value their investment securities at fair value. Transactions with the mutual funds are recognized on the trade date.

The Separate Account classifies its valuations into three levels based upon the observability of inputs to the valuation of the Separate Account's investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 - Unadjusted quoted prices for identical securities in active markets.

Level 2 - Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.

Level 3 - Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect the reporting entity's own assumptions and would be based on the best information available under the circumstances.

The Separate Account determines the fair values of certain financial assets based on quoted market prices. All of the investments in the Subaccounts of the Separate Account are classified as Level 1 in the fair value hierarchy and consist of open-ended mutual funds. Participants may, without restriction, transact at the daily net asset value ("NAV") of the mutual funds. The NAV represents the daily per share value based on the fair value of the underlying portfolio of investments of the respective Subaccounts.

Receivable from dividends

Receivable from dividends include dividends declared by the fund managers that have not yet been reinvested in accordance with the Subaccounts' designated reinvestment dates.

Receivables and payables from (to) the Contracts and the fund manager

Receivables and payables from (to) the Contracts and the fund manager include trading activity initiated at the Contract level from the last business day of the year that has not yet been settled with the fund manager.

Receivables and payables from (to) the Company

Receivables and payables from (to) the Company include accruals for the variance between investments and reserves applicable to the Subaccount.

Contracts in the annuity period

Net assets allocated to Contracts in the annuity period are computed according to the Annuity 2000 Mortality Table with an assumed investment return of 5%. The mortality risk is fully borne by the Company and may result in additional amounts being transferred into the Separate Account by the Company to cover greater longevity of annuitants than expected. Conversely, if amounts allocated exceed amounts required, transfers may be made to the Company for the calculated or excess differential. Any adjustments to these amounts are reflected in Adjustments to net assets allocated to Contracts in payout period on the Statements of Changes in Net Assets of the applicable Subaccounts.

Dividend income and capital gain distributions

Dividend income and capital gain distributions are recorded on the ex-dividend date and are reinvested in additional shares of the mutual funds. Ordinary dividend and capital gain distributions are recognized within net investment income and net realized gains, respectively, as recorded in the financial statements of the Subaccounts.

18

Net realized gains and losses

Net realized gains and losses on investments include gains and losses on redemptions of the Subaccounts' shares (determined for each product using thefirst-in-first-out (FIFO) basis and capital gain distributions from the mutual funds.

Net transfers (to) from the Company and/or Subaccounts

Net transfers (to) from the Company and/or Subaccounts include transfers between the Subaccounts of the Separate Account as well as transfers between the Separate Account and the Company.

Federal income taxes

The results of the operations of the Separate Account are included in the federal income tax return of the Company. Under the provisions of the Contracts, the Company has the right to charge the Separate Account for federal income tax attributable to the Separate Account. No charge has been made against the Separate Account for such tax during the year ended December 31, 2023. Management will periodically review the application of this policy in the event of changes in tax law. Accordingly, a change may be made in future years to consider charges for any federal income taxes that would be attributable to the Contracts.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that could affect the reported amounts of assets and liabilities, as well as the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from the estimates reported in the accompanying financial statements.

Risks and uncertainties

The Separate Account provides for various investment options in any combination of Subaccounts, each of which bears exposure to the market, credit, and liquidity risks of the underlying portfolio in which it invests. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term could materially affect investment balances, the amounts reported in the statements of assets and liabilities, of operations and of changes in net assets. Accordingly, these financial statements should be read in conjunction with the financial statements and footnotes of the underlying Subaccounts identified in Note 1.

19

3. PURCHASES AND SALES OF INVESTMENTS
The cost of purchases and proceeds from sales of investments for the year ended December 31, 2023 were as follows:
Subaccount Purchases Sales
BNY Mellon Stock Index Fund, Initial Shares $ 56,621 $ 33,257
Empower Aggressive Profile Fund, Investor Class 2,850 20,620
Empower Ariel Mid Cap Value Fund, Investor Class 62,813 71,267
Empower Bond Index Fund, Investor Class 624 17,615
Empower Conservative Profile Fund, Investor Class 1,579 2,012
Empower Government Money Market Fund, Investor Class 177,335 172,734
Empower International Value Fund, Investor Class 4,982 12,598
Empower Large Cap Value Fund, Investor II Class 78,416 75,754
Empower Moderate Profile Fund, Investor Class 2,783 86,369
Empower Moderately Aggressive Profile Fund, Investor Class 849 11,426
Empower Moderately Conservative Profile Fund, Investor Class 768 4,682
Empower Multi-Sector Bond Fund, Investor Class 570 19,394
Empower S&P 500 Index Fund, Investor Class 321,835 946,524
Empower S&P Small Cap 600 Index Fund, Investor Class 11,649 91,273
Empower T. Rowe Price Mid Cap Growth Fund, Investor Class 1,426 27,585
Empower U.S. Government Securities Fund, Investor Class 16,310 39,827
Fidelity VIP Contrafund Portfolio 4,127 14,435
Janus Aspen Series Janus Henderson Flexible Bond Portfolio 2,421 4,816
Neuberger Berman AMT Sustainable Equity Portfolio, Class I 14,771 17,888
Templeton Foreign VIP Fund, Class 1 6,824 3,310

20

4. CHANGES IN UNITS OUTSTANDING

The changes in units outstanding for the years or periods ended December 31, 2023 and 2022 were as follows:

2023 2022
Subaccount Units
Issued
Units
Redeemed
Net Increase
(Decrease)
Units
Issued
Units
Redeemed
Net Increase
(Decrease)
BNY Mellon Stock Index Fund, Initial Shares 132 618 (486 ) 1,863 1,710 153
Empower Aggressive Profile Fund, Investor Class - 1,405 (1,405 ) 101 145 (44 )
Empower Ariel Mid Cap Value Fund, Investor Class - 629 (629 ) - 93 (93 )
Empower Bond Index Fund, Investor Class - 1,178 (1,178 ) - 79 (79 )
Empower Conservative Profile Fund, Investor Class - 137 (137 ) - 109 (109 )
Empower Government Money Market Fund, Investor Class 7,490 9,795 (2,305 ) 15,755 31,662 (15,907 )
Empower International Value Fund, Investor Class - 297 (297 ) - 137 (137 )
Empower Large Cap Value Fund, Investor II Class 434 5,008 (4,574 ) 11,017 7,209 3,808
Empower Moderate Profile Fund, Investor Class - 6,779 (6,779 ) - 571 (571 )
Empower Moderately Aggressive Profile Fund, Investor Class - 854 (854 ) 109 3 106
Empower Moderately Conservative Profile Fund, Investor Class - 379 (379 ) - - -
Empower Multi-Sector Bond Fund, Investor Class - 387 (387 ) 29 22 7
Empower S&P 500 Index Fund, Investor Class 733 48,565 (47,832 ) 223 29,358 (29,135 )
Empower S&P Small Cap 600 Index Fund, Investor Class - 924 (924 ) 30 23 7
Empower T. Rowe Price Mid Cap Growth Fund, Investor Class - 304 (304 ) - 7 (7 )
Empower U.S. Government Securities Fund, Investor Class - 748 (748 ) - 4,181 (4,181 )
Fidelity VIP Contrafund Portfolio - 205 (205 ) 68 40 28
Janus Aspen Series Janus Henderson Flexible Bond Portfolio - 182 (182 ) - 1,139 (1,139 )
Neuberger Berman AMT Sustainable Equity Portfolio, Class I 43 339 (296 ) 1,798 2,231 (433 )
Templeton Foreign VIP Fund, Class 1 90 116 (26 ) 603 2,314 (1,711 )
Note: Units may not foot/crossfoot due to rounding.

21

5. EXPENSES AND RELATED PARTY TRANSACTIONS

The fees and charges below are the current expenses deducted by the Subaccount from either the net unit value or from the Contract as a redemption of units. Fees and charges may vary based on factors such as the product purchased, benefit base, asset base, a Contract's total asset value, Subaccounts selected, transaction amount, and/or transaction frequency. The fees and charges are recorded, as applicable, to the respective Subaccount in the Separate Account. Redemption of units deductions are made to the individual Contracts in accordance with the terms which govern each annuity, as set forth in the Contract.

Expense Type Range
Mortality and Expense Risk Fee
This fee is assessed to reimburse the Company for assuming mortality and expense risks. The fee is deducted daily, assessed through a reduction of net unit values, and recorded as Mortality and expense risk in the Statements of Operations. a daily fee amounting to a per annum aggregate of 0.50% - 1.40% of the value of each Subaccount
Annual Contract Charge
This charge is assessed to reimburse the Company for expenses incurred in the administration of the Contract and the Separate Account. The charge is deducted annually, assessed through a redemption of units, and recorded as Contract maintenance charges in the Statements of Changes in Net Assets.

$27 - $35

annually

Deductions for Premium Taxes
This deduction is to comply with any applicable state premium and/or retaliatory taxes. The mandated amount is deducted from the contribution when it is received which in turn reduces Contract owners' net payments on the Statements of Changes in Net Assets. 0% - 3.50% of each contribution, if applicable
Transfer Charge
This charge is assessed to reimburse the Company for costs incurred when transferring funds. The charge is deducted upon transfer, assessed through a redemption of units, and recorded as a reduction in Contract owners' benefits within the Statements of Changes in Net Assets. $10 per transfer, after the first 24 transfers in any calendar year

22

6. FINANCIAL HIGHLIGHTS

The financial highlights for the Separate Account are presented by contract by Subaccount. For each Subaccount available to Maxim Series II Account contract and Maxim Series III Account contract, the accumulation units outstanding, net assets, investment income ratio, the range of lowest to highest expense ratios (excluding expenses of the underlying funds), total return and accumulation unit fair values for each year or period ended December 31 are included on the following pages. As the unit fair value for the Maxim Series II Account contract and Maxim Series III Account contract are presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some unit values shown on the Statements of Assets and Liabilities which are calculated on an aggregated basis, may not be within the ranges presented.

As of December 31 For the period ended December 31
Subaccount Units
(000's)
Unit Fair Value
Corresponding to the
Lowest and Highest
Expense Ratios
Net
Assets
(000's)
Investment
Income
Ratio (a)
Expense Ratios (b) Total Return (c)
Corresponding to the
Lowest and Highest
Expense Ratios
Low High Low High Low High
Maxim Series II Accounts:
Empower Government Money Market Fund, Investor Class
2023 18 $ 19.50 $ 19.50 $ 354 4.45 % 1.40 % 1.40 % 3.08 % 3.08 %
2022 10 18.92 18.92 744 1.08 % 1.40 % 1.40 % 42.16 % 42.16 %
2021 54 13.31 13.31 924 0.01 % 1.40 % 1.40 % (30.68 )% (30.86 )%
2020 21 19.20 19.25 294 0.30 % 1.40 % 1.40 % (1.13 )% (1.13 )%
2019 19 19.42 19.47 393 1.74 % 1.40 % 1.40 % 0.35 % 0.34 %
Empower S&P 500 Index Fund, Investor Class
2023 281 19.84 19.84 5,549 0.44 % 1.40 % 1.40 % 23.87 % 23.87 %
2022 325 16.02 16.02 5,788 0.36 % 1.40 % 1.40 % (20.54 )% (20.54 )%
2021 353 20.16 20.16 7,734 0.35 % 1.40 % 1.40 % 27.80 % 27.80 %
2020 415 15.77 15.77 6,617 0.78 % 1.40 % 1.40 % 16.16 % 16.16 %
2019 449 13.58 13.58 6,280 0.68 % 1.40 % 1.40 % 29.02 % 29.02 %
Empower U.S. Government Securities Fund, Investor Class
2023 16 41.61 41.61 676 2.40 % 1.40 % 1.40 % 3.01 % 3.01 %
2022 17 40.39 40.39 695 1.35 % 1.40 % 1.40 % (12.24 )% (12.24 )%
2021 22 46.03 46.03 992 0.65 % 1.40 % 1.40 % (4.04 )% (4.98 )%
2020 27 47.97 48.44 1,266 0.93 % 1.40 % 1.40 % 4.39 % 4.40 %
2019 31 45.95 46.40 1,416 1.56 % 1.40 % 1.40 % 4.65 % 4.65 %

23

As of December 31 For the period ended December 31
Subaccount Units
(000's)
Unit Fair Value
Corresponding to the
Lowest and Highest
Expense Ratios
Net
Assets
(000's)
Investment
Income
Ratio (a)
Expense Ratios (b) Total Return (c)
Corresponding to the
Lowest and Highest
Expense Ratios
Low High Low High Low High
Maxim Series III Accounts:
BNY Mellon Stock Index Fund, Initial Shares
2023 22 $ 51.28 $ 51.28 $ 1,114 1.43 % 0.50 % 0.50 % 25.30 % 25.30 %
2022 22 40.93 40.93 929 1.36 % 0.50 % 0.50 % (19.37 )% (19.37 )%
2021 22 50.76 50.76 1,116 1.15 % 0.50 % 0.50 % 28.80 % 28.80 %
2020 23 39.41 39.41 891 1.65 % 0.50 % 0.50 % 17.43 % 17.43 %
2019 32 33.56 33.56 1,063 1.71 % 0.50 % 0.50 % 30.53 % 30.53 %
Empower Aggressive Profile Fund, Investor Class
2023 3 15.56 15.56 52 3.11 % 1.25 % 1.25 % 15.49 % 15.49 %
2022 5 13.48 13.48 64 1.55 % 1.25 % 1.25 % (16.24 )% (16.24 )%
2021 5 16.09 16.09 77 5.61 % 1.25 % 1.25 % 18.04 % 18.04 %
2020 5 13.63 13.63 67 1.74 % 1.25 % 1.25 % 10.64 % 10.64 %
2019 5 12.32 12.32 63 1.97 % 1.25 % 1.25 % 24.55 % 24.55 %
Empower Ariel Mid Cap Value Fund, Investor Class
2023 4 112.33 112.33 433 2.39 % 1.25 % 1.25 % 9.08 % 9.08 %
2022 5 102.98 102.98 468 5.07 % 1.25 % 1.25 % (13.63 )% (13.63 )%
2021 5 119.23 119.23 555 1.99 % 1.25 % 1.25 % 24.00 % 24.00 %
2020 5 96.15 96.15 471 2.76 % 1.25 % 1.25 % 7.73 % 7.73 %
2019 5 89.25 89.25 474 1.28 % 1.25 % 1.25 % 22.78 % 22.78 %
Empower Bond Index Fund, Investor Class
2023 2 14.77 14.77 31 1.98 % 1.25 % 1.25 % 3.72 % 3.72 %
2022 3 14.24 14.24 47 1.16 % 1.25 % 1.25 % (14.72 )% (14.72 )%
2021 3 16.70 16.70 56 0.82 % 1.25 % 1.25 % (3.64 )% (3.64 )%
2020 3 17.33 17.33 58 1.69 % 1.25 % 1.25 % 5.87 % 5.87 %
2019 2 16.37 16.37 41 1.08 % 1.25 % 1.25 % 6.75 % 6.75 %

24

As of December 31 For the period ended December 31
Subaccount Units
(000's)
Unit Fair Value
Corresponding to the
Lowest and Highest
Expense Ratios
Net
Assets
(000's)
Investment
Income
Ratio (a)
Expense Ratios (b) Total Return (c)
Corresponding to the
Lowest and Highest
Expense Ratios
Low High Low High Low High
Empower Conservative Profile Fund, Investor Class
2023 3 $ 11.62 $ 11.62 $ 36 3.05 % 1.25 % 1.25 % 6.91 % 6.91 %
2022 3 10.87 10.87 37 1.80 % 1.25 % 1.25 % (11.02 )% (11.02 )%
2021 4 12.22 12.22 43 2.45 % 1.25 % 1.25 % 5.00 % 5.00 %
2020 4 11.64 11.64 41 2.16 % 1.25 % 1.25 % 6.87 % 6.87 %
2019 4 10.89 10.89 38 1.73 % 1.25 % 1.25 % 10.14 % 10.14 %
Empower Government Money Market Fund, Investor Class
2023 33 13.23 12.50 421 4.45 % 0.50 % 1.25 % 4.02 % 3.25 %
2022 44 12.71 12.11 744 1.08 % 0.50 % 1.25 % (9.02 )% (4.51 )%
2021 16 13.31 13.31 924 0.01 % 0.50 % 1.25 % 8.56 % 4.92 %
2020 82 12.26 12.69 1,146 0.30 % 0.50 % 1.25 % (0.96 )% (0.19 )%
2019 56 12.38 12.71 791 1.72 % 0.50 % 1.25 % 0.50 % 1.25 %
Empower International Value Fund, Investor Class
2023 4 37.02 37.02 153 1.42 % 1.25 % 1.25 % 16.57 % 16.57 %
2022 4 31.76 31.76 141 1.15 % 1.25 % 1.25 % (16.01 )% (16.01 )%
2021 5 37.81 37.81 174 1.65 % 1.25 % 1.25 % 9.16 % 9.16 %
2020 5 34.64 34.64 159 1.06 % 1.25 % 1.25 % 8.37 % 8.37 %
2019 5 31.96 31.96 158 1.10 % 1.25 % 1.25 % 20.55 % 20.55 %
Empower Large Cap Value Fund, Investor II Class
2023 82 14.90 14.44 1,202 1.09 % 0.50 % 1.25 % 11.95 % 11.12 %
2022 86 13.31 13.00 1,148 1.76 % 0.50 % 1.25 % (3.11 )% (5.40 )%
2021 83 13.74 13.74 1,135 1.12 % 0.50 % 1.25 % 25.62 % 24.51 %
2020 94 10.94 11.04 1,030 1.21 % 0.50 % 1.25 % 2.60 % 3.32 %
2019 119 10.66 10.68 1,298 0.59 % 0.50 % 1.25 % 6.60 % 6.75 %
Empower Moderate Profile Fund, Investor Class
2023 4 13.42 13.42 52 2.49 % 1.25 % 1.25 % 10.54 % 10.54 %
2022 11 12.14 12.14 136 2.18 % 1.25 % 1.25 % (13.12 )% (13.12 )%
2021 12 13.97 13.97 164 3.35 % 1.25 % 1.25 % 10.60 % 10.60 %
2020 12 12.63 12.63 155 1.58 % 1.25 % 1.25 % 9.84 % 9.84 %
2019 13 11.50 11.50 148 1.97 % 1.25 % 1.25 % 16.06 % 16.06 %

25

As of December 31 For the period ended December 31
Subaccount Units
(000's)
Unit Fair Value
Corresponding to the
Lowest and Highest
Expense Ratios
Net
Assets
(000's)
Investment
Income
Ratio (a)
Expense Ratios (b) Total Return (c)
Corresponding to the
Lowest and Highest
Expense Ratios
Low High Low High Low High
Empower Moderately Aggressive Profile Fund, Investor Class
2023 1 $ 14.12 $ 14.12 $ 16 2.21 % 1.25 % 1.25 % 12.20 % 12.20 %
2022 2 12.58 12.58 25 1.58 % 1.25 % 1.25 % (14.18 )% (14.18 )%
2021 2 14.66 14.66 28 4.17 % 1.25 % 1.25 % 12.84 % 12.84 %
2020 2 12.99 12.99 28 2.10 % 1.25 % 1.25 % 10.38 % 10.38 %
2019 3 11.77 11.77 29 1.69 % 1.25 % 1.25 % 18.85 % 18.85 %
Empower Moderately Conservative Profile Fund, Investor Class
2023 1 12.47 12.47 12 3.07 % 1.25 % 1.25 % 8.53 % 8.53 %
2022 2 11.49 11.49 18 1.72 % 1.25 % 1.25 % (11.96 )% (11.96 )%
2021 2 13.05 13.05 20 3.07 % 1.25 % 1.25 % 7.82 % 7.82 %
2020 2 12.10 12.10 19 1.36 % 1.25 % 1.25 % 8.17 % 8.17 %
2019 2 11.19 11.19 17 3.84 % 1.25 % 1.25 % 13.04 % 13.04 %
Empower Multi-Sector Bond Fund, Investor Class
2023 0 * 51.13 51.13 15 2.38 % 1.25 % 1.25 % 6.54 % 6.54 %
2022 1 47.99 47.99 33 2.33 % 1.25 % 1.25 % (9.27 )% (9.27 )%
2021 1 52.89 52.89 37 2.33 % 1.25 % 1.25 % (3.92 )% (3.92 )%
2020 1 55.05 55.05 38 3.42 % 1.25 % 1.25 % 7.75 % 7.75 %
2019 1 51.09 51.09 37 1.65 % 1.25 % 1.25 % 10.35 % 10.35 %
Empower S&P 500 Index Fund, Investor Class
2023 26 20.04 20.04 509 0.44 % 1.25 % 1.25 % 24.06 % 24.06 %
2022 30 16.15 16.15 5,788 0.36 % 1.25 % 1.25 % (19.89 )% (19.89 )%
2021 31 20.16 20.16 7,734 0.35 % 1.25 % 1.25 % 27.10 % 27.10 %
2020 45 15.86 15.86 717 0.78 % 1.25 % 1.25 % 16.29 % 16.29 %
2019 17 13.64 13.64 588 0.68 % 1.25 % 1.25 % 29.22 % 29.22 %
Empower S&P Small Cap 600 Index Fund, Investor Class
2023 4 102.34 102.34 371 0.54 % 1.25 % 1.25 % 14.04 % 14.04 %
2022 5 89.75 89.75 412 0.48 % 1.25 % 1.25 % (17.54 )% (17.54 )%
2021 5 108.84 108.84 499 2.00 % 1.25 % 1.25 % 24.37 % 24.37 %
2020 4 87.51 87.51 368 1.60 % 1.25 % 1.25 % 9.55 % 9.55 %
2019 5 79.88 79.88 366 0.59 % 1.25 % 1.25 % 20.77 % 20.77 %

26

As of December 31 For the period ended December 31
Subaccount Units
(000's)
Unit Fair Value
Corresponding to the
Lowest and Highest
Expense Ratios
Net
Assets
(000's)
Investment
Income
Ratio (a)
Expense Ratios (b) Total Return (c)
Corresponding to the
Lowest and Highest
Expense Ratios
Low High Low High Low High
Empower T. Rowe Price Mid Cap Growth Fund, Investor Class
2023 1 $ 97.98 $ 97.98 $ 55 0.00 % 1.25 % 1.25 % 18.43 % 18.43 %
2022 1 82.73 82.73 72 0.02 % 1.25 % 1.25 % (23.78 )% (23.78 )%
2021 1 108.55 108.55 95 0.18 % 1.25 % 1.25 % 13.46 % 13.46 %
2020 1 95.68 95.68 83 0.00 % 1.25 % 1.25 % 22.57 % 22.57 %
2019 1 78.06 78.06 88 0.01 % 1.25 % 1.25 % 29.65 % 29.65 %
Empower U.S. Government Securities Fund, Investor Class
2023 0 * 21.25 21.25 7 2.40 % 1.25 % 1.25 % 3.15 % 3.15 %
2022 0 * 20.60 20.60 695 1.35 % 1.25 % 1.25 % (55.25 )% (55.25 )%
2021 22 46.03 46.03 992 0.65 % 1.25 % 1.25 % 87.51 % 87.51 %
2020 0 * 24.55 24.55 15 0.93 % 1.25 % 1.25 % 4.55 % 4.55 %
2019 0 * 23.48 23.48 9 1.56 % 1.25 % 1.25 % 4.80 % 4.80 %
Fidelity VIP Contrafund Portfolio
2023 2 73.52 73.52 98 0.48 % 1.25 % 1.25 % 31.80 % 31.80 %
2022 2 55.78 55.78 92 0.51 % 1.25 % 1.25 % (22.97 )% (22.97 )%
2021 2 72.41 72.41 123 0.06 % 1.25 % 1.25 % 19.27 % 19.27 %
2020 2 60.71 60.71 99 0.26 % 1.25 % 1.25 % 28.96 % 28.96 %
2019 1 47.08 47.08 88 0.55 % 1.25 % 1.25 % 29.95 % 29.95 %
Janus Aspen Series Janus Henderson Flexible Bond Portfolio
2023 2 25.81 25.81 57 4.22 % 0.50 % 0.50 % 4.98 % 4.98 %
2022 2 24.59 24.59 59 2.31 % 0.50 % 0.50 % (14.12 )% (14.12 )%
2021 4 28.63 28.63 101 1.98 % 0.50 % 0.50 % (1.35 )% (1.35 )%
2020 4 29.02 29.02 110 3.14 % 0.50 % 0.50 % 9.94 % 9.94 %
2019 4 26.40 26.40 105 2.82 % 0.50 % 0.50 % 9.03 % 9.03 %
Neuberger Berman AMT Sustainable Equity Portfolio, Class I
2023 15 49.84 49.84 740 0.35 % 0.50 % 0.50 % 26.27 % 26.27 %
2022 15 39.47 39.47 605 0.45 % 0.50 % 0.50 % (19.26 )% (19.26 )%
2021 16 48.89 48.89 760 0.37 % 0.50 % 0.50 % 23.48 % 23.48 %
2020 17 39.59 39.59 688 0.67 % 0.50 % 0.50 % 18.97 % 18.97 %
2019 18 33.28 33.28 607 2.42 % 0.50 % 0.50 % 22.62 % 22.62 %

27

As of December 31 For the period ended December 31
Subaccount Units
(000's)
Unit Fair Value
Corresponding to the
Lowest and Highest
Expense Ratios
Net
Assets
(000's)
Investment
Income
Ratio (a)
Expense Ratios (b) Total Return (c)
Corresponding to the
Lowest and Highest
Expense Ratios
Low High Low High Low High
Templeton Foreign VIP Fund, Class 1
2023 6 $ 24.47 $ 24.47 $ 155 3.36 % 0.50 % 0.50 % 20.49 % 20.49 %
2022 6 20.31 20.31 129 3.00 % 0.50 % 0.50 % (7.86 )% (7.86 )%
2021 8 22.04 22.04 178 2.07 % 0.50 % 0.50 % 3.93 % 3.93 %
2020 10 21.21 21.21 205 3.70 % 0.50 % 0.50 % (1.41 )% (1.41 )%
2019 10 21.51 21.51 218 1.94 % 0.50 % 0.50 % 12.28 % 12.28 %

(a) The Investment Income Ratio represents the dividends, excluding distributions of capital gains, received by the Subaccount from the underlying mutual fund divided by daily average net assets during the period. It is not annualized for periods less than one year. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the Subaccount is affected by the timing of the declaration of dividends by the underlying fund in which the Subaccount invests.

(b) The Expense Ratios represent the annualized contract expenses of the respective Subaccounts of the Separate Account, consisting of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund have been excluded.

(c) The Total Return amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and expenses assessed through the reduction of unit values. These returns do not include any expenses assessed through the redemption of units. The total returns are calculated for each 12-month period indicated and are not annualized for periods less than one year. When a new Subaccount is added to the Separate Account, the calculation of the total return begins on the day it has investment activity during the period. As the total returns for the Subaccounts of Maxim Series II Account contract and Maxim Series III Account contract are presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract total returns are not within the ranges presented.

28

7. SUBSEQUENT EVENTS

The Separate Account has evaluated the effects of events subsequent to December 31, 2023, and through the date at which the financial statements were available to be issued. All accounting and disclosure requirements related to subsequent events are included in our financial statements.

29