As filed with the Securities and Exchange Commission on
July 10, 1995
Registration No. 2-75503
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
Pre-Effective Amendment
No.
Post-Effective Amendment
No. 41 X
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT
COMPANY ACT OF 1940
Amendment No.
41 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:
303-689-3000
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 & Berenson
1025 Thomas Jefferson St. N. W.
Suite 400 East
Washington, D. C. 20007-0805
It is proposed that this filing will become effective
check appropriate box
X immediately upon filing pursuant to
paragraph b of Rule 485
on pursuant to paragraph b) of
Rule 485
60 days after filing pursuant to paragraph
a1 of Rule 485
on pursuant to paragraph a1
of Rule 485
75 days after filing pursuant to paragraph
a2 of Rule 485
on pursuant to paragraph a2
of Rule 485.
If appropriate, check the following:
this post-effective amendment designates a
new effective date for
a previously filed post-effective amendment
The Registrant has previously filed a declaration of indefinite
registration of its shares
pursuant to Rule 24f-2 under the Investment Company Act of 1940.
MAXIM SERIES FUND, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS-REFERENCE SHEET
PART A
Form N-1A Item Prospectus
Caption
1. Cover Page Cover Page
2. Synopsis Not Applicable
3. Condensed Financial Information Financial
Highlights
4. General Description of Registrant Introduction;
Fund Portfolios;
The Fund and
Its Shares
5. Management of the Fund Management of
the Fund
6. Capital Stock and Other Securities The Fund and
Its Shares
7. Purchase of Securities Being Offered Introduction;
Purchase and
Redemption of
Shares;
Valuation of
Shares
8. Redemption or Repurchase Purchase and
Redemption of Shares
9. Pending Legal Proceedings Not Applicable
PART B
Statement of
Additional
Form N-1A Item Information
Caption
10. Cover Page Cover Page
11. Table of Contents Table of
Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies The Fund
Portfolios
14. Management of the Registrant Management of
the Fund
15. Control Persons and Principal Purchase and
Redemption of Shares
Holders of Securities
16. Investment Advisory and Other Services Management of
Fund
17. Brokerage Allocation Portfolio
Transactions and Brokerage
18. Capital Stock and Other Securities Not Applicable
19. Purchase, Redemption and Price of Purchase and
Redemption of Shares
Securities Being Offered
20. Tax Status Taxes
21. Underwriters Not Applicable
22. Calculation of Yield Quotations Calculation of
Yields
of Performance Data and Total
Return
23. Financial Statements Financial
Statements
PART C
Form N-1A Item Part C Caption
24. Financial Statements and Exhibits Financial
Statements and Exhibits
25. Persons Controlled by or Under Persons
Controlled by
Common Control or Under Common
Control
26. Number of Holders of Securities Number of
Holders of Securities
27. Indemnification Indemnification
28. Business and Other Connections Business and
Other Connections
of Investment Adviser of Investment
Adviser
29. Principal Underwriters Principal
Underwriters
30. Location of Accounts and Records Location of
Accounts and Records
31. Management Services Management
Services
32. Undertakings Undertakings
33. Signatures Signatures<PAGE>
MAXIM SERIES FUND, INC.
8515 E. Orchard Rd., Englewood, Colorado
80111
Phone No. 303-689-3000
Maxim Series Fund, Inc. the Fund, an open-end
management investment
company, includes the following non-diversified investment
portfolio: the Maxim Vista
Growth & Income Portfolio the Vista Portfolio.
The investment objective of the Vista Portfolio is to
seek long-term capital
appreciation and to provide dividend income primarily through a
broad portfolio i.e., at least
80% of its assets under normal circumstances of common stock. The
Vista Portfolio seeks
to achieve its objective by investing all of its investible assets
in the Growth & Income
Portfolio Growth & Income, a non-diversified open-end
management investment company.
Growth & Income seeks to achieve its investment objective, which is
identical to the
investment objective of the Vista Portfolio, by investing its
assets in a portfolio of stocks of
issuers including foreign issuers ranging from small to medium to
large
capitalizations.
This Prospectus sets forth concisely the information about
the Vista Portfolio that
prospective investors ought to know before investing.
Additional information about the Fund has been filed with
the Securities and
Exchange Commission and is available upon request, without charge
by calling or writing the
Fund. The Statement of Additional Information bears the same
date as this Prospectus
and is incorporated by reference into this Prospectus in its
entirety.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THIS PROSPECTUS SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.
THE GREAT-WEST LIFE ASSURANCE COMPANY
Investment Adviser
The date of this Prospectus is July 10,
1995.
<PAGE>
FINANCIAL HIGHLIGHTS
Selected Data for a Share of Capital
Stock
For the Period Ended April 30, 1995
VISTA GROWTH & INCOME PORTFOLIO1
Period Ended
April 30, 1995
Net Asset Value, Beginning of Period
$1.0000
Income From Investment Operations
Net Investment Income
0.0050
Net Gains or Losses on Securities
realized or unrealized
0.0998
Total From Investment Operations
0.1048
Less Distributions
Dividends from net investment income
0.0035
Total Distributions
0.0035
Net Asset Value, End of Period
$1.1013
Total Return 2/3
32.02%
Net Assets, End of Period
$38,282,531
Ratio of Expenses to Average Net Assets
0.99%
Ratio of Investment Income to Average Net Assets
2.31%
Portfolio Turnover Rate
1. The portfolio commenced operations on December 21, 1994.
2. Annualized.
3. The performance shown does not reflect fees or expenses
deducted at the separate account
level. <PAGE>
INTRODUCTION
Maxim Series Fund, Inc. the Fund is an open-end
management investment
company a mutual fund that sells its shares to the Maxim Series
Account, FutureFunds
Series Account, FutureFunds II Series Account, Retirement Plan
Series Account and Pinnacle
Series Account of Great-West Life & Annuity Insurance Company
GWL&A and to the
TNE Series k Account collectively Series Accounts of The New
England Mutual Life
Insurance Company TNE. The shares in the Series Accounts are
currently used to fund
benefits under certain individual and group variable annuity
contracts and variable life
insurance policies the Variable Contracts issued by GWL&A and
TNE. For information
concerning your rights under a variable contract, see the
applicable Series Account
prospectus. Shares of the Fund are, and may in the future be, used
to fund benefits under
other contracts issued by GWL&A or its affiliates, TNE or its
affiliates, and other insurance
companies. The Great-West Life Assurance Company Great-West is
the Investment
Adviser for the Fund and the Vista Portfolio. The investment
adviser of Growth & Income
is Chase Manhattan Bank, N.A. Chase, One Chase Manhattan Plaza,
New York, New
York 10081.
THE FUND PORTFOLIOS
The Vista Portfolio has its own investment objective and
investment strategy. The
investment objective may not be changed without a vote of a
majority of the shares of the
Vista Portfolio. A more detailed description of the Vista
Portfolio's investment policies and
a glossary further describing certain investment securities
mentioned in the discussion that
follows are contained in the Statement of Additional Information.
Unlike other portfolios
of the Fund which directly acquire and manage their own portfolio
of securities, the Vista
Portfolio will seek to achieve its objectives by investing all of
its investible assets in Growth
& Income. The Vista Portfolio has an investment objective that is
identical to the investment
objective of Growth & Income. The various investments of and
techniques employed by
Growth & Income are discussed under Maxim Vista Growth & Income
Portfolio, below.
Smaller funds investing in Growth & Income may be
materially affected by the
actions of larger funds invested in Growth & Income. For example,
if a large fund withdraws
from Growth & Income, the remaining funds may experience higher pro
rata operating
expenses, thereby producing lower returns. Additionally, Growth &
Income may become less
diverse, resulting in increased portfolio risk. However, this
possibility also exists for
traditionally structured funds which have large and/or
institutional investors. Also, funds
with a greater pro rata ownership in Growth & Income could have
effective voting control
of the operations of Growth & Income. Whenever the Fund is
requested to vote on matters
pertaining to Growth & Income, the Fund will hold a meeting of
shareholders of the Vista
Portfolio and will cast all of its votes in the same proportion as
do the Vista Portfolio's
shareholders. See The Fund And Its Shares in this prospectus for
additional information
regarding shareholders of the Fund.
The Vista Portfolio may withdraw its investment in Growth
& Income at any time
without shareholder approval if the Board of Directors of the Fund
decides it is in the best
interest of the Vista Portfolio to do so. Upon any such
withdrawal, the Board will consider
what action may be taken, including the investment of assets of the
Vista Portfolio in another
underlying mutual fund having the same investment objective as the
Vista Portfolio or the
retention of an investment adviser to manage the Vista Portfolio's
assets in accordance with
the investment objective. The investment objective of the Vista
Portfolio, however, and the
investment objective of Growth & Income, can only be changed with
shareholder approval.
There is no assurance that the Vista Portfolio's investment
objective will be achieved nor is
there any assurance that Growth & Income's investment objective
will be achieved.
Certain changes in Growth & Income's fundamental
objectives, policies and
restrictions could require the Vista Portfolio to redeem its
interest. Any such redemption
could result in a distribution in kind of securities as opposed to
cash distribution by the
underlying mutual fund. Should such a distribution occur, the
Vista Portfolio could incur
brokerage fees or other transaction costs in converting such
securities to cash. In addition,
a distribution in kind could result in a less diversified portfolio
of investments for the Vista
Portfolio and could affect adversely the liquidity of the Vista
Portfolio.
Following is a description of the Vista Portfolio that will
be managed on the basis
described above.
Maxim Vista Growth & Income Portfolio
The investment objective of the Vista Portfolio is
to seek long-term capital
appreciation and to provide dividend income primarily through a
broad portfolio i.e., at least
80% of its assets under normal circumstances of common stock. The
Vista Portfolio seeks
to achieve its objective by investing all of its investible assets
in the Growth & Income, a non-
diversified open-end management investment company managed by
Chase. Growth & Income
seeks to achieve its investment objective, which is identical to
the investment objective of the
Vista Portfolio, by investing its assets in a portfolio of stocks
of issuers including foreign
issuers) ranging from small to medium to large capitalizations.
Foreign investments can
involve risk, however, that may not be present in domestic
securities. Please see Foreign
Investment Risks in this prospectus.
For the most part, Growth & Income will pursue a contrary
opinion investment
approach, selecting common stocks that are currently out of favor
with investors in the stock
market. These securities are usually characterized by a relatively
low price/earnings ratio
using normalized earnings, a low ratio of market price to book
value, or underlying asset
values that are believed to be not fully reflected in the current
market price. It is believed
that the market risk involved in this policy will be moderated
somewhat by the anticipated
dividend returns on the stocks to be held by Growth & Income.
Growth & Income normally will be fully invested and will,
in normal circumstances,
invest at least 80% of its assets in common stocks. However,
Growth & Income reserves the
right to invest up to 100% of its assets in cash, cash equivalents
and debt securities for
temporary defensive purposes during periods that it is considered
to be particularly risky for
investment in common stocks.
Growth & Income may enter into stock index futures
contracts, options on stock
index futures contracts, options on stock indexes and options on
equity securities, for the
purpose of hedging its portfolio. These investment practices
involve certain special risks.
Please see the Statement of Additional Information concerning more
detailed information
about these practices.
To the extent the assets of Growth & Income are not
invested in common stocks,
they will consist of or be invested in cash, cash equivalents and
short-term debt securities,
such as U.S. Government securities, bank obligations, commercial
paper and repurchase
agreements.
Foreign Investment Risks
Investments in foreign securities present risks not
typically associated with
investments in comparable securities of U.S. issuers.
There may be less information publicly available about a
foreign corporate or
government issuer than about a U.S. issuer, and foreign corporate
issuers are not generally
subject to accounting, auditing and financial reporting standards
and practices comparable to
those in the United States. The securities of some foreign issuers
are less liquid and at times
more volatile than securities of comparable U.S. issuers. Foreign
brokerage commissions and
securities custody costs are often higher than those in the United
States, and judgments
against foreign entities may be more difficult to obtain and
enforce. With respect to certain
foreign countries, there is a possibility of governmental
expropriation of assets, confiscatory
taxation, political or financial instability and diplomatic
developments that could affect the
value of investments in those countries. The receipt of interest
on foreign government
securities may depend on the availability of tax or other revenues
to satisfy the issuer's
obligations.
Growth & Income's investments in foreign securities may
include investments in
countries whose economies or securities markets are not yet highly
developed. Special
considerations associated with these investments in addition to
the considerations regarding
foreign investments generally may include, among others, greater
political uncertainties, an
economy's dependence on revenues from particular commodities or on
international aid or
development assistance, currency transfer restrictions, highly
limited numbers of potential
buyers for such securities and delays and disruptions in securities
settlement procedures.
Most foreign securities held by Growth & Income will be
denominated in foreign
currencies or traded in securities markets in which settlements are
made in foreign currencies.
Similarly, any income on such securities is generally paid to
Growth & Income in foreign
currencies. The value of these foreign currencies relative to the
U.S. dollar varies continually,
causing changes in the dollar value of a Growth & Income's
investments even if the price
of the investments is unchanged and changes in the dollar value of
a Growth & Income's
income available for distribution to its shareholders. The effect
of changes in the dollar value
of a foreign currency on the dollar value of a Growth & Income's
assets and on the net
investment income available for distribution may be favorable or
unfavorable.
Growth & Income may incur costs in connection with
conversions between various
currencies. In addition, Growth & Income may be required to
liquidate portfolio assets, or
may incur increased currency conversion costs, to compensate for a
decline in the dollar value
of a foreign currency occurring between the time when Growth &
Income declares and pays
a dividend, or between the time when Growth & Income accrues and
pays an operating
expense in U.S. dollars.
Foreign Currency Exchange Transactions
Growth & Income may engage in foreign currency
exchange transactions to
protect against uncertainty in the level of future exchange rates.
For example, Growth &
Income may engage in foreign currency exchange transactions in
connection with the purchase
and sale of securities transaction hedging and to protect
against changes in the value of
specific positions position hedging.
Growth & Income may engage in transaction hedging to
protect against a change in
foreign currency exchange rates between the date on which Growth &
Income contracts to
purchase or sell a security and the settlement date, or to lock
in the U.S. dollar equivalent
of a dividend or interest payment in a foreign currency. A
portfolio may purchase or sell a
foreign currency on a spot or cash basis at the prevailing spot
rate in connection with the
settlement of transactions in securities denominated in that
foreign currency.
If conditions warrant, Growth & Income may also enter into
contracts to purchase
or sell foreign currencies at a future date forward contracts
and purchase and sell foreign
currency futures contracts as a hedge against changes in foreign
currency exchange rates
between the trade and settlement dates on particular transactions
and not for speculation.
A foreign currency forward contract is a negotiated agreement to
exchange currency at a
future time at a rate or rates that may be higher or lower than the
spot rate. Foreign
currency futures contracts are standardized exchange-traded
contracts and have margin
requirements.
For transaction hedging purposes Growth & Income may also
purchase or sell
exchange-listed and over-the-counter call and put options on
foreign currency futures
contracts and on foreign currencies.
Growth & Income may engage in position hedging to protect
against the decline in
the value relative to the U.S. dollar of the currencies in which
its portfolio securities are
denominated or quoted or an increase in the value of the currency
in which the securities
Growth & Income intends to buy are denominated, when Growth &
Income holds cash or
short-term investments. For position hedging purposes, Growth &
Income may purchase
or sell foreign currency futures contracts, foreign currency
forward contracts and options on
foreign currency futures contracts and on foreign currencies on
exchanges or over-the-counter
markets. In connection with position hedging, Growth & Income may
also purchase or sell
foreign currency on a spot basis.
Growth & Income's currency hedging transactions may call
for the delivery of one
foreign currency in exchange for another foreign currency and may
at times not involve
currencies in which its portfolio securities are then denominated.
Cross hedging activities
may be engaged in when it is believed that such transactions
provide significant hedging
opportunities. Cross hedging transactions involve the risk of
imperfect correlation between
changes in the values of the currencies to which such transactions
relate and changes in the
value of the currency or other asset or liability which is the
subject of the hedge.
Hedging transactions involve costs and may result in
losses. Growth & Income will
engage in over-the-counter transactions only when appropriate
exchange-traded transactions
are unavailable and when it is believed the pricing mechanism and
liquidity are satisfactory
and the participants are responsible parties likely to meet their
contractual obligations.
There is no assurance that appropriate foreign currency exchange
transactions will be
available with respect to all currencies in which investments may
be dominated.
Hedging transactions may also be limited by tax
considerations. Hedging transactions
may affect the character or amount of distributions.
Growth & Income may invest in other types of certain
futures contracts and options
which entail certain risks. Please see the Statement of Additional
Information for a complete
discussion of these investment techniques and risks associated
therewith.
MANAGEMENT OF THE FUND AND GROWTH &
INCOME
Overall responsibility for management and supervision of
the Fund rests with the
Fund's Directors and overall responsibility for management and
supervision of Growth &
Income rests with Trustees of Growth & Income. The Fund currently
has five Directors,
three of whom are not interested persons of the Fund within the
meaning of that term
under the Investment Company Act of 1940. The Board of Directors
of the Fund meets
regularly four times each year and at other times as necessary. By
virtue of the functions
performed by Great-West as Investment Adviser to the Fund and The
Chase Manhattan
Bank, N.A. Chase as investment adviser to Growth & Income, the
Fund requires no
employees other than its executive officers, none of whom devotes
full time to the affairs of
the Fund. These officers are employees of Great-West and receive
compensation from it.
The Statement of Additional Information contains the names of, and
general background
information regarding, each Director and executive officer of the
Fund and each Trustee and
executive officer of Growth & Income.
Investment Adviser of the Fund
Great-West, located at 8515 E. Orchard Rd., Englewood,
Colorado 80111, serves as
the Fund's investment adviser. Through Power Corporation of
Canada, a holding and
management company, Great-West is controlled by a Canadian
investor, Paul Desmarais, and
his associates. Great-West presently acts as the investment
adviser for Great-West Variable
Annuity Account A, a separate account of GWL&A registered as a
management investment
company, and certain non-registered, qualified corporate pension
plan separate accounts of
GWL&A. Great-West is a registered investment adviser with the
Securities and Exchange
Commission.
Subject to the supervision and direction of the Fund's
Board of Directors, Great-
West generally manages the Fund's portfolios in accordance with the
Fund's stated investment
objectives and policies, makes investment decisions for the Fund
and places orders to buy and
sell securities on behalf of the Fund. The investment adviser to
Growth & Income, in which
the Vista Portfolio invests all its assets, manages Growth & Income
in accordance with
Growth & Income's stated investment objectives and policies, making
investment decisions
for Growth & Income and placing orders to buy and sell securities
on behalf of Growth &
Income. Great-West will be responsible for accounting and
administration of the Vista
Portfolio only.
With respect to the Vista Portfolio, Great-West shall be
responsible for all expenses,
except extraordinary expenses. Great-West performs certain
accouting and administrative
serviceds for the Vista Portfolio and will receive monthly
compensation at the annual rate
of 0.53% for its services provided with respect to the Vista
Portfolio.
Investment Adviser of Growth & Income Portfolio
Chase manages the assets of Growth & Income pursuant to an
investment advisory
agreement dated November 15, 1993. The day-to-day co-managers for
the Growth and
Income Portfolio are Dave Klassen and Greg Adams, Vice Presidents
of Chase. Mr. Klassen,
Head of U.S. Equity Funds Management and Research for Chase, is
also primarily
responsible for the day-to-day management of the Capital Growth
Portfolio for which Chase
is investment adviser, as well as several pooled equity funds. Mr.
Klassen joined Chase in
March of 1992. Prior to that he spent 11 years at Dean Witter
Reynolds as Vice President
and Portfolio Manager, responsible for a number of mutual funds and
individual
accounts.
Mr. Adams, Director of U.S. Equity Research for Chase, is
also responsible for
managing the Vista Equity Fund, the Vista Equity Income Fund and
co-manages the Vista
Balanced Fund all of which are managed by Chase, as well as a
number of Chase's pooled
equity funds. Mr. Adams joined Chase in 1987 and has been
responsible for overseeing the
proprietary computer model program used in the U.S. equity
selection process.
For its investment advisory services, Chase will receive an
annual fee computed daily
and paid monthly at an rate equal to .40% of Growth & Income's
average daily net assets.
Chase may, from time to time, voluntarily waive all or a portion of
its fees payable under the
Advisory Agreement.
Chase, a wholly owned subsidiary of The Chase Manhattan
Corporation, a registered
bank holding company, is a commercial bank offering a wide range of
banking and investment
services to customers throughout the United States and around the
world. Its headquarters
are at One Chase Manhattan Plaza, New York, New York 10081. Chase
is one of the largest
commercial banks in the United States and The Chase Manhattan
Corporation is one of the
largest bank holding companies in the United States. The Chase
Manhattan Corporation
through various subsidiaries provides personal, corporate and
institutional investment
management services. Chase, including its predecessor
organizations, has over 100 years of
money management experience and renders investment advisory
services to others. Also
included among Chase's accounts are commingled trust funds and a
broad spectrum of
individual trust and investment management portfolios. These
accounts have varying
investment objectives.
Chase and its affiliates may have deposit, loan and other
commercial banking
relationships with the issuers of securities purchased on behalf of
Growth & Income,
including outstanding loans to issuers which may be repaid in whole
or in part with the
proceeds of securities so purchased. Chase and its affiliates
deal, trade and invest for their
own accounts in U.S. Government obligations, municipal obligations
and commercial paper
and are among the leading dealers of various types of U.S.
Government obligations and
municipal obligations. Chase will not invest Growth & Income's
assets in any U.S.
Government obligation, municipal obligations or commercial paper
purchased from itself or
any affiliate, although under certain circumstances such securities
may be purchased from
other members of an underwriting syndicate in which Chase or an
affiliate is a non-principal
member. This restriction may limit the amount or type of U.S.
Government obligations,
municipal obligations or commercial paper available to be purchased
by Growth & Income.
Chase has informed Growth & Income that in making its investment
decisions, it does not
obtain or use material inside information in the possession of any
other division or
department of Chase, including the division that performs services
for Growth & Income as
custodian, or in the possession of any affiliate of Chase.
Chase has been advised by its legal counsel that it may
provide the services described
above, without violating the federal banking law commonly known as
the Glass-Steagall Act
Act. The Act generally bars banks from publicly underwriting
or distributing certain
securities.
The U.S. Supreme Court in its 1981 decision in Board of
Governors of the Federal
Reserve System v. Investment Company Institute determined that,
consistent with the
requirements of the Act, a bank may serve as an investment adviser
to a registered, closed-
end investment company. Other decisions of banking regulators have
supported the position
that a bank may act as investment adviser to a registered, open-end
investment company.
Based on the advice of its counsel, Chase believes that the Court's
decision, and these other
decisions of banking regulators, permit it to serve as investment
adviser to a registered, open-
end investment company.
Possible future changes in federal law or administrative or
judicial interpretations of
current or future law, however, could prevent Chase from continuing
to perform investment
advisory services for Growth & Income. If that occurs, Growth &
Income's Board of Trustees
promptly would seek to obtain for Growth & Income the services of
another qualified adviser.
Although no assurances can be given, Growth & Income believes that,
if necessary, the
transfer to a new adviser could be accomplished without undue
disruption to operations.
The Chase Manhattan Trust Corporation Limited CMTC, an
affiliate of Chase,
serves as administrator to Growth & Income and is entitled to a fee
computed daily and paid
monthly at an annual rate equal to 0.05% of Growth & Income's
average daily net assets.
CMTC may, from time to time, voluntarily waive all or a portion of
its administrative fees.
Additionally, expenses attributable to and payable by the
Growth & Income Portfolio,
currently at the annual rate of 0.02% of Growth & Income's average
daily net assets, are paid
monthly. Expenses include, but are not limited to, expenses
connected with the execution,
recording and settlement of security transactions; fees and
expenses of Growth & Income's
custodian for all services to Growth & Income, including
safekeeping of funds and securities
and maintaining required books and accounts; expenses of preparing
and mailing reports to
investors and to government officers and commissions; and expenses
of meetings of investors.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends from the investment income of the Vista Portfolio
shall be declared and
reinvested quarterly in additional shares of Growth & Income at net
asset value.
Distributions of net realized capital gains, if any, are declared
in the fiscal year in which they
have been earned and are reinvested in additional shares of the
Fund at net asset value.
The Fund has qualified, and intends to continue to qualify,
as a registered investment
company under Subchapter M of the Internal Revenue Code Code.
Each Portfolio of
the Fund will be treated as a separate corporation for federal
income tax purposes. The Fund
intends to distribute all of its net income so as to avoid any
Fund-level tax. Therefore,
dividends derived from interest and distributions of any realized
capital gains will be taxable,
under Subchapter M, to the Fund's shareholders, which in this case
are GWL&A's Series
Accounts. The Fund also intends to distribute sufficient income to
avoid the imposition of
the Code Section 4982 excise tax.
For a discussion of the taxation of GWL&A or TNE and the
Series Accounts, see
Federal Tax Considerations included in the applicable Series
Account prospectus.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Fund i.e., its Portfolios are sold and
redeemed at their net asset value
next determined after initial receipt of purchase order or notice
of redemption without the
imposition of any sales commission or redemption charge. However,
certain deferred sales
and other charges may apply to the variable contracts. Such
charges are described in the
applicable Series Account prospectus.
VALUATION OF SHARES
A portfolio's net asset value per share is determined as of
4:00 p.m., EST/EDT time
once, daily, Monday through Friday, except on: i holidays on
which the New York Stock
Exchange is closed, or ii on days on which Growth & Income is not
valued.
Since the Vista Portfolio will invest all its investible
assets in Growth & Income, the
value of the Vista Portfolio's shares will be equal to the value of
its beneficial interests in
Growth & Income. If the securities owned by Growth & Income
increase in value, the value
of the Vista Portfolio's shares will increase. If the securities
owned by Growth & Income
decrease in value, the value of the Vista Portfolio's shares will
also decline. In this way,
investors participate in any change in the value of the securities
owned by Growth & Income.
THE FUND AND ITS SHARES
The Fund was incorporated under the laws of the State of
Maryland on December
7, 1981 and is registered with the Securities and Exchange
Commission as a diversified,
open-end, management investment company. The Fund commenced
operations on February
25, 1982.
The Fund offers a separate class of common stock for each
portfolio. All shares will
have equal voting rights, except that only shares of a respective
portfolio will be entitled to
vote on matters concerning only that portfolio. Each issued and
outstanding share of a
portfolio is entitled to one vote and to participate equally in
dividends and distributions
declared by that portfolio and, upon liquidation or dissolution, to
participate equally in the
net assets of such portfolio remaining after satisfaction of
outstanding liabilities. 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. Shares do
not have cumulative voting rights and the holders of more than 50%
of the shares of the
Fund voting for the election of Directors can elect all of the
Directors of the Fund if they
choose to do so and, in such event, holders of the remaining shares
would not be able to elect
any Directors.
The Series Accounts, as part of GWL&A or TNE, and
Great-West, which provided
the Fund's initial capitalization, and the affiliates of Great-West
or TNE, will be holders of
the shares and be entitled to exercise the rights directly as
described in the applicable Series
Account prospectus. Whenever the Fund is requested to vote on
matters pertaining to
Growth & Income, the Fund will hold a meeting of shareholders of
the Vista Portfolio and
will cast all of its votes in the same proportion as do the Vista
Portfolio's shareholders.
The Fund offers its shares to the Series Accounts. For
various reasons, it may
become disadvantageous for one or more of the Series Accounts to
continue to invest in
Fund shares. In such an event, one or more Series Accounts may
redeem its Fund shares.
For further information, see the Statement of Additional
Information.
PERFORMANCE RELATED INFORMATION
The Fund may advertise certain performance related
information. Performance
information about the Fund is based on the Vista Portfolio's and/or
Growth & Income's past
performance only and is no indication of future performance.
The Fund may include total return in advertisements or
other sales materials
regarding the Vista Portfolio. When the Fund advertises the total
return of one its
portfolios, it will usually be calculated for one year, five years,
and ten years or some other
relevant period if the Vista Portfolio and Growth & Income have not
been in existence for
at least ten years. Total return is measured by comparing the
value of an investment in the
portfolio at the beginning of the relevant period to the value of
the investment at the end of
the period assuming immediate reinvestment of any dividends or
capital gains distributions.
The performance of the Vista Portolio will be affected by charges
and fees at the separate
account level.
The Portfolio may also advertise its yield in addition to
total return. This yield will
be computed by dividing the net investment income per share earned
during a recent
one-month period by the net asset value of a Portfolio share
reduced by any dividend
expected to be paid shortly out of Portfolio income on the last
day of the period.
GENERAL INFORMATION
Reports to Shareholders
The fiscal year of the Vista Portfolio and Growth & Income
ends on October 31 of
each year. The Fund will send to its shareholders, at least
semi-annually, reports of the Vista
Portfolio and other information. An annual report, containing
financial statements, audited
by independent certified public accountants, will be sent to
shareholders each year.
Custodian for the Fund and Growth & Income
Morgan Guaranty Trust Company of New York Morgan, New
York City, New
York, acts as custodian of the Fund's assets. Morgan has custody
of the Fund's assets held
within and outside the United States. Morgan holds the Fund's
assets in safekeeping and
collects and remits the income thereon subject to the instructions
of the Fund.
The custodian of Growth & Income's assets is Chase, whose
duties include
safeguarding and controlling Growth & Income's cash and securities
and other related
functions.
Independent Auditors for the Fund and Growth & Income
Deloitte & Touche LLP has been selected as the independent
auditors of the Fund.
The selection of independent auditors is subject to annual
ratification by the Fund's
shareholders.
Price Waterhouse LLP has been selected as the independent
auditors of Growth &
Income.
Legal Counsel for the Fund
Jorden Burt & Berenson is counsel for the
Fund.
Additional Information
The telephone number or the address of the Fund appearing
on the front page of this
prospectus should be used for requests for additional information.<PAGE>
MAXIM SERIES FUND, INC.
Vista Portfolio
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not
a prospectus but supplements and should be read
in conjunction with the Prospectus for the Fund.
A copy of the Prospectus may be obtained from
the Fund by writing the Fund at 8515 E. Orchard
Rd., Englewood, Colorado 80111 or by calling the
Fund at 303-689-3000.
THE GREAT-WEST LIFE ASSURANCE
COMPANY
Investment Adviser
The date of the Prospectus to which this
Statement
of Additional Information relates and the
date of
this Statement of Additional Information
is
July 7, 1995.
<PAGE>
TABLE OF CONTENTS
Page
Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .3
The Fund Portfolios. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .3
Description of Investment Securities . . . . . . . . . . .
. . . . . . . . . . . . . .3
Information About Securities Ratings . . . . . . . . . . .
. . . . . . . . . . . . . 11
Investment Limitations . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 13
Lending of Portfolio Securities. . . . . . . . . . . . . .
. . . . . . . . . . . . . 14
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 15
The Fund . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 15
Directors and Officers. . . . . . . . . . . . . .
. . . . . . . . . . . . . 15
The Investment Adviser. . . . . . . . . . . . . .
. . . . . . . . . . . . . 16
Advisory Fee. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 16
The Growth & Income Portfolio. . . . . . . . . . . . . . .
. . . . . . . . . . . . . 16
Trustees and Officers . . . . . . . . . . . . . .
. . . . . . . . . . . . . 16
The Investment Adviser of Growth & Income . . . .
. . . . . . . . . . . . . 17
The Growth & Income Administrator . . . . . . . .
. . . . . . . . . . . . . 18
Purchase and Redemption
19
of Shares 19 Calculation of Yield
19
Calculation of Total Return. . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 20
Price Make-Up Sheet. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 22
Financial Statements . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 23
<PAGE>
SALE OF SHARES
Shares of the Fund are sold to the FutureFunds Series Account,
FutureFunds II
Series Account, Qualified Series Account and Maxim Series Account,
which are separate
accounts established by GWL&A to receive and invest premiums paid
under variable
annuity contracts issued by GWL&A. Shares of the Fund are also
sold to TNE Series K
Account of New England Mutual Life Insurance Company TNE to
fund benefits under
variable annuity contracts. Shares of the Fund are also sold to
the Pinnacle Series
Account, a separate account established by GWL&A to fund variable
life insurance
policies. Shares of the Fund are, and in the future may be, sold
to other separate
accounts of GWL&A, its affiliates or other insurance companies. It
is conceivable that in
the future it may be disadvantageous for variable life insurance
separate accounts and
variable annuity separate accounts to invest in the Fund
simultaneously. Although no
such disadvantages are currently foreseen either to variable life
insurance policyowners
or to variable annuity contract owners, the Fund's Board of
Directors intends to monitor
events in order to identify any material conflicts between such
policyowners and contract
owners and to determine what action, if any, should be taken in
response thereto.
Material conflicts could result from, for example, 1 changes in
state insurance laws, 2
changes in Federal income tax laws, 3 changes in the investment
management of any
portfolio of the Fund, or 4 differences in voting instructions
between those given by
policyowners and those given by contract owners.
THE FUND PORTFOLIOS
The discussion that follows provides supplemental information to
the discussion
captioned The Fund Portfolios in the Prospectus.
The Fund commenced operations as a management investment company in
1982. The
Maxim Vista Growth and Income Portfolio the Vista Portfolio was
added effective
December 16, 1994.
Description of Investment Securities
1. Asset-Backed Securities. Asset-backed securities may be
classified as pass-
through certificates of collateralized obligations. They
depend primarily on the
credit quality of the assets underlying such securities,
how well the entity issuing
the security is insulated from the credit risk of the
originator or any other affiliated
entities and the amount and quality of any credit support
provided to the
securities. The rate of principal payment on asset-backed
securities generally
depends on the rate of principal payments received on the
underlying assets
which in turn may be affected by a variety of economic and
other factors. As a
result, the yield on any asset-backed security is difficult
to predict with precision
and actual yield to maturity may be more or less than the
anticipated yield to
maturity.
Pass-through certificates are asset-backed securities which
represent an
individed fractional ownership interest in any underlying
pool of assets. Pass-
through certificates usually provide for payments of
principal and interest received
to be passed through to their holders, usually after
deduction for certain costs
and expenses incurred in administering the pool. Because
pass-through
certificates represent an ownership interest in the
underlying assets, the holders
thereof bear directly the risk of any defaults by the
obligors on the underlying
assets not covered by any credit support.
Asset-backed securities issued in the form of debt
instruments, also known as
collateralized obligations, are generally issued as the
debt of a special purpose
entity organized solely for the purposes of owning such
assets and issuing such
debt. Such assets are most often trade, credit card or
automobile receivables.
The assets collateralizing the debt instrument are pledged
to a trustee or
custodian for the benefit of the holders thereof. Such
issuers generally hold no
assets other than those underlying the security and any
credit support provided.
As a result, although payments on such securities are
obligations of the issuers,
in the event of a default on the underlying assets not
covered by credit support,
the issuing entities are unlikely to have sufficient assets
to satisfy their obligations
on the related asset-backed securities.
2. Bankers' Acceptance. A bankers' acceptance is a time draft
drawn on a
commercial bank by a borrower, usually in connection with
international
commercial transactions to finance the import, export,
transfer or storage of
goods. The borrower is liable for payment as well as the
bank, which
unconditionally guarantees to pay the draft at its face
amount on the maturity
date. Most acceptances have maturities of six months or
less and are traded in
secondary markets prior to maturity. The Fund generally
will not invest in
acceptances with maturities exceeding 7 days where to do so
would tend to
create liquidity problems.
3. Certificate of Deposit. A certificate of deposit generally
is a short-term, interest
bearing negotiable certificate issued by a commercial bank
or savings and loan
association against funds deposited in the issuing
institution.
4. Collateralized Mortgage Obligations. A Collateralized
Mortgage Obligation
CMO is a bond which uses certificates issued by the
Government National
Mortgage Association, or the Federal National Mortgage
Association or the
Federal Home Loan Mortgage Corporation as collateral in
trust. The trust then
issues several bonds which will be paid using the cash flow
from the collateral.
The trust can redirect cash flow temporarily, first paying
one bond before other
bonds are paid. The trust can also redirect prepayments
from one bond to
another bond, creating some stable bonds and some volatile
bonds. The
proportion of principal cash flow and interest cash flow
from the collateral flowing
to each bond can also be changed, creating bonds with
higher or lower coupons
to the extreme of passing through the interest only to one
bond and principal
only to another bond. Variable rate or floating coupon
bonds are also often
created through the use of CMO's.
5. Commercial Paper. Commercial paper is a short-term
promissory note issued by
a corporation primarily to finance short-term credit
needs.
6. Covered Options. There are two types of covered options.
A covered call option
gives the purchaser the right to buy the underlying
securities from the seller at
a stated exercise price. In writing a covered call option,
the seller must own the
underlying securities subject to the option or comparable
securities satisfying the
cover requirements of securities exchanges. A covered put
option gives the
purchaser the right to sell the underlying securities at a
stated price. In the case
of a covered put option, the seller will hold cash and/or
high-grade short-term
debt obligations equal to the price to be paid if the
option is exercised. The
seller will be considered to have covered a put or call
option if and to the extent
that it holds an option that offsets some or all of the
risk of the option it has
written. Combinations of covered puts and calls may be
written on the same
underlying security.
Put options may be purchased to protect its portfolio
holdings in an underlying
security against a decline in market value. Such
protection is provided during the
life of the put option because the holder of the option is
able to sell the
underlying security at the put exercise price regardless of
any decline in the
underlying security's market price. In order for a put
option to be profitable, the
market price of the underlying security must decline
sufficiently below the
exercise price to cover the premium and transaction costs.
By using put options
in this manner, the seller will reduce any profit it might
otherwise have realized
from appreciation of the underlying security by the premium
paid for the put
option and by transaction costs.
Premiums are received from writing a put or call option,
which increases the
return on the underlying security in the event the option
expires unexercised or
is closed out at a profit. The amount of the premium
reflects, among other
things, the relationship between the exercise price and the
current market value
of the underlying security, the volatility of the
underlying security, the amount of
time remaining until expiration, current interest rates,
and the effect of supply and
demand in the options market and in the market for the
underlying security. By
writing a call option, the seller limits its opportunity to
profit from any increase in
the market value of the underlying security above the
exercise price of the option
but continues to bear the risk of a decline in the value of
the underlying security.
By writing a put option, the seller assumes the risk that
it may be required to
purchase the underlying security for an exercises price
higher than its then-
current market value, resulting in a potential capital loss
unless the security
subsequently appreciates in value.
Call options may be purchased to hedge against an increase
in the price of
securities that the purchaser wants ultimately to buy.
Such hedge protection is
provided during the life of the call option since the
holder of the call option is able
to buy the underlying security at the exercise price
regardless of any increase in
the underlying security's market price. In order for a
call option to be profitable,
the market price of the underlying security must rise
sufficiently above the
exercise price to cover the premium and transactions costs.
Special risks are presented by internationally-traded
options. Because of time
differences, and because different holidays are observed in
different countries,
foreign options markets may be open for trading during
hours or on days when
U.S. markets are closed. As a result, option premiums may
not reflect the current
prices of the underlying interest in the United States.
7. Dealer Over-the-Counter Options. A dealer option is an
option which is not
traded on an exchange and may be exercised through the
dealer from whom it
had purchased the option. If a Portfolio were to purchase
a dealer option, failure
by the dealer to perform on the option would result in the
loss of the premium
paid as well as loss of the expected benefit of the
transaction.
Dealer options do not have a continuous liquid
market as do exchange-
traded options. Consequently, the value of a
dealer option may be
realized only be exercising it or reselling it to
the dealer who issued it.
Dealer options will only be entered into with
dealers who will agree to and
which are expected to be capable of entering into
closing transactions;
however, there can be no assurance the a dealer
option may be
liquidated at a favorable price at any time prior
to expiration. In the
event of an insolvency of the contra party, a
dealer option may not be
liquidated.
The staff of the SEC has taken the position that
purchased dealer options
and the assets used to secure the written dealer
options are illiquid
securities. The cover used for written
over-the-counter options may be
treated as liquid if the dealer agrees that the
over-the-counter option
which the dealer has written may be repurchased
for a maximum price
to be calculated by a predetermined formula. In
such cases, the over-
the-counter option would be considered illiquid
only to the extent the
maximum repurchase price under the formula exceeds
the intrinsic value
of the option. Accordingly, dealer options will
be treated as subject to
the limitation on illiquid securities. If the SEC
changes its position on the
liquidity of dealer options, the Fund will change
its treatment of such
instrument accordingly.
8. Eurodollar Certificate of Deposit. A Eurodollar
certificate of deposit is a short-term
obligation of a foreign subsidiary of a U.S. bank payable
in U.S. dollars.
9. Floating Rate Note. A floating rate note is debt issued by
a corporation or
commercial bank that is typically several years in term but
has a resetting of the
interest rate on a one to six month rollover basis.
10. Forward Contracts. A forward contract involves an
obligation to purchase or sell
a specific currency at a future date, which may be any
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. These contracts may be bought or sold to
protect the seller, to
some degree, against a possible loss resulting from an
adverse change in the
relationship between foreign currencies and the U.S.
dollar. Forward contracts
can be used to protect the value of a seller's investment
securities by establishing
a rate of exchange that the seller can achieve at some
future point in time; they
do not simulate fluctuations in the underlying prices of
the securities.
Additionally, although forward contracts tend to minimize
the risk of loss due to
a decline in the value of the hedged currency, at the same
time, they tend to limit
any potential gains that might result should the value of
such currency
increase.
11. Hybrid Instruments. Hybrid instruments have recently been
developed and
combine the elements of futures contracts or options with
those of debt, preferred
equity or a depository instrument. Often these hybrid
instruments are indexed
to the price of a commodity, particular currency, or a
domestic or foreign debt or
equity securities index. Hybrid instruments may take a
variety of forms, including,
but not limited to, debt instruments with interest or
principal payments or
redemption terms determined by reference to the value of a
currency or
commodity or securities index at a future point in time,
preferred stock with
dividend rates determined by reference to the value of a
currency, or convertible
securities with the conversion terms related to a
particular commodity. The risks
associated with hybrid instruments reflect a combination of
the risks of investing
in securities, options, futures and currencies, including
volatility and lack of
liquidity. Further, the prices of the hybrid instrument
and the related commodity
or currency may not move in the same direction or at the
same time.
12. Index Futures Contracts. An index futures contract
obligates the seller to deliver
and the purchaser to take an amount of cash equal to a
specific dollar amount
times the difference between the value of a specific index
at the close of the last
trading day of the contract and the price at which the
agreement is made. No
physical delivery of the underlying security in the index
is made. When
purchasing an index futures contract or selling index
futures, 1 a segregated
account consisting of cash, U.S. Government securities, or
other liquid high-grade
debt securities must be maintained with the custodian bank
and marked to
market daily which, when added to any amounts deposited
with a futures
commission merchant as margin, are equal to the market
value of the futures
contract; or 2 the Fund must cover its position.
13. Repurchase Agreements. A repurchase agreement is an
instrument under which
the purchaser acquires ownership of a debt security and the
seller agrees to
repurchase the obligation at a mutually agreed upon time
and price. The total
amount received on repurchase is calculated to exceed the
price paid by the
purchaser, reflecting an agreed upon market rate of
interest for the period from
the time of purchase of the security to the settlement date
i.e., the time of
repurchase, and would not necessarily relate to the
interest rate on the
underlying securities. A purchaser will only enter
repurchase agreements with
underlying securities consisting of U.S. Government or
government agency
securities, certificates of deposit, commercial paper or
bankers' acceptances, and
will be entered only with primary dealers. While
investment in repurchase
agreements may be made for periods up to 30 days, it is
expected that typically
such periods will be for a week or less. The staff of the
Securities and Exchange
Commission has taken the position that repurchase
agreements of greater than
7 days should be limited to an amount not in excess of 10%
of a purchaser's total
assets.
Although repurchase transactions usually do not impose
market risks on the
purchaser, the purchaser would be subject to the risk of
loss if the seller fails to
repurchase the securities for any reason and the value of
the securities is less
than the agreed upon repurchase price. In addition, if the
seller defaults, the
purchaser may incur disposition costs in connection with
liquidating the securities.
Moreover, if the seller is insolvent and bankruptcy
proceedings are commenced,
under current law, the purchaser could be ordered by a
court not to liquidate the
securities for an indeterminate period of time and the
amount realized by the
purchaser upon liquidation of the securities may be
limited.
14. Reverse Repurchase Agreements. Reverse repurchase
agreements involve the
sale of securities held by the seller, with an agreement to
repurchase the
securities at an agreed upon price, date and interest
payment. The seller will use
the proceeds of the reverse repurchase agreements to
purchase other money
market securities either maturing, or under an agreement to
resell, at a date
simultaneous with or prior to the expiration of the reverse
repurchase agreement.
The seller will utilize reverse repurchase agreements when
the interest income to
be earned from the investment of the proceeds from the
transaction is greater
than the interest expense of the reverse repurchase
transaction.
15. Stripped Treasury Securities. Zero-Coupon Treasury
Securities come in two
forms: U.S. Treasury bills issued directly by the U.S.
Treasury and U.S. Treasury
bonds or notes and their unmatured interest coupons which
have been separated
by their holder, typically a custodian bank or investment
brokerage firm. A
number of securities firms and banks have stripped the
interest coupons from
Treasury bonds and notes and resold them in custodial
receipt programs with a
number of different names. The underlying Treasury bonds
and notes
themselves are held in book-entry form at the Federal
Reserve Bank or, in the
case of bearer securities, in trust on behalf of the owners
thereof.
Publicly filed documents state that counsel to the
underwriters of these
certificates or other evidences of ownership of the U.S.
Treasury securities have
stated that for Federal tax and securities purposes,
purchasers of such certificates
most likely will be deemed the beneficial holders of the
underlying U.S.
Government securities. In addition, such documents state
that the terms of
custody for the custodial receipt programs generally
provide that the underlying
debt obligations will be held separate from the general
assets of the custodian
and will not be subject to any right, charge, security
interest, lien, or claim of any
kind in favor of the custodian or any person claiming
through the custodian, and
the custodian will be responsible for applying all payments
received on these
underlying debt obligations, if any, to the related
receipts or certificates without
making any deductions other than applicable tax
withholding. The custodian is
required to maintain insurance in customary amounts to
protect the holders of the
receipts or certificates against losses resulting from the
custody arrangement.
The holders of receipts or certificates, as the real
parties in interest, are entitled
to the rights and privileges of owners of the underlying
debt obligations, including
the right, in the event of default, to proceed directly and
individually against the
U.S. Government without acting in concert with other
holders of such receipts or
the custodian.
When U.S. Treasury obligations have been stripped of their
unmatured interest
coupons by the holder, the stripped coupons are sold off
separately. The
principal or corpus is sold at a deep discount because the
buyer receives only
the right to receive a future fixed payment on the security
and does not receive
any rights to periodic interest payments. Once stripped or
separated, the corpus
and coupons may be sold separately. Typically, the coupons
are sold separately
or grouped with other coupons with like maturity dates and
sold in bundled form.
Purchasers of Stripped Treasury Securities acquire, in
effect, discount obligations
that are economically identical to the zero coupon bonds
that have been issued
by corporations.
The U.S. Treasury has facilitated transfers of ownership of
Stripped Treasury
Securities by accounting separately for the beneficial
ownership of particular
interest coupon and corpus payments on U.S. Treasury
securities through the
Federal Reserve book-entry recordkeeping system. The
Federal Reserve
program, as established by the U.S. Treasury Department, is
known as Separate
Trading of Registered Interest and Principal of Securities
or STRIPS. The plan
eliminates the need for the trust or custody
arrangements.
16. Swap Deposit. Swap deposits are foreign currency
short-term investments
consisting of a foreign exchange contract, a short-term
note in foreign currency
and a foreign exchange forward contract that is totally
hedged in U.S. currency.
This type of investment can produce competitive yield in
U.S. dollars without
incurring risks of foreign exchange.
17. Time Deposit. A time deposit is a deposit in a commercial
bank for a specified
period of time at a fixed interest rate for which a
negotiable certificate is not
received.
18. Variable Amount Master Demand Note. A variable amount
master demand note
is a note which fixes a minimum and maximum amount of
credit and provides for
lending and repayment within those limits at the discretion
of the lender. Before
investing in any variable amount master demand notes, the
liquidity of the issuer
must be determined through periodic credit analysis based
upon publicly
available information.
19. When-issued Securities. When the purchase of securities on
a when-issued or
on a forward delivery basis is permitted, it is expected
that, under normal
circumstances, delivery of such securities will be taken.
When a commitment to
purchase a security on a when-issued or on a forward
delivery basis is made,
procedures are established for such purchase consistent
with the relevant
policies of the Securities and Exchange Commission. Since
those policies
currently recommend that assets equal to the amount of the
purchase be held
aside or segregated to be used to pay for the commitment,
cash, cash
equivalents, or high quality debt securities sufficient to
cover any commitments
or to limit any potential risk are expected to be held.
However, although it is not
intended that such purchases would be made for speculative
purposes and
adherence to the provisions of the Securities and Exchange
Commission policies
is expected, purchase of securities on such bases may
involve more risk than
other types of purchases. For example, the sale of assets
which have been set
aside in order to meet redemptions may be required. Also,
if it is determined that
it is advisable as a matter of investment strategy to sell
the when-issued or
forward delivery securities, the then available cash flow
or the sale of securities
would be required to meet the resulting obligations, or,
although it would not
normally be expected, from the sale of the when-issued or
forward delivery
securities themselves which may have a value greater or
less than the payment
obligation.
Futures Contracts and Options
Futures Contracts. A futures contract is a bilateral
agreement providing for the
purchase and sale of a specified type and amount of a
financial instrument, or,
in the case of futures contracts on indexes of securities,
for the making and
acceptance of a cash settlement, at a stated time in the
future for a fixed price.
By its terms, a futures contract provides for a specified
settlement date on which,
in the case of the majority of interest rate futures
contracts, the fixed income
securities underlying a contract are delivered by the
seller and paid for by the
purchaser, or on which, in the case of a stock index
futures contract, an amount
equal to a dollar amount multiplied by the difference
between the value of a stock
index at the close of the last trading day of the contract
and the value of such
index at the time the futures contract was originally
entered into is settled
between the purchaser and seller in cash. The purchase or
sale of a futures
contract differs from the purchase or sale of a security in
that no purchase price
is paid or received at the time the contract is entered
into. Instead, an amount
of cash or cash equivalents, the value of which may vary
but is generally equal
to 2% or less of the value of the contract, must be
deposited with the broker as
initial deposit or margin Subsequent payments to and
from the broker, referred
to as variation margin, are made on a daily basis as the
value of the index
underlying the futures contract fluctuates, making
positions in the futures contract
more or less valuable, a process known as marking to the
market.
At any time prior to the expiration of a futures contract,
a trader may elect to
close out its position by taking an opposite position,
subject to the availability of
a secondary market, which will operate to terminate the
initial position. At that
time, a final determination of variation margin is made and
any loss experienced
by a party is required to be paid to the exchange clearing
corporation, while any
profit due to a party must be delivered to it.
Futures contracts differ from options which are described
below in that they are
bilateral agreements, with both the purchaser and the
seller equally obligated to
complete the transaction. Futures contracts call for
settlement only on the
expiration date, and cannot be exercised at any other time
during their
term.
Options on Futures Contracts. An option on a futures
contract gives the
purchaser the holder the right, but not the obligation,
to enter into a long
position in the underlying futures contract i.e., a
purchase of such futures
contract in the case of an option to purchase a call
option, or a short
position in the underlying futures contract i.e., a sale
of such futures contract
in the case of an option to sell a put option, at a
fixed priced the strike price
up to a stated expiration date. The holder pays a
nonrefundable purchase price
for the option, known as the premium. The maximum amount
of risk the
purchaser of the option assumes is equal to the premium
plus related transaction
costs, although this entire amount may be lost. Upon
exercise of the option by
the holder, the exchange clearing corporation establishes
a corresponding short
position for the seller the writer of the option in the
case of a call option, or a
corresponding long position in the case of a put option.
In the event that an
option is exercised, the parties will be subject to all the
risks associated with the
trading of futures contracts, such as payment of variation
margin deposits. In
addition, the writer of an option on a futures contract,
unlike the holder, is subject
to initial and variation margin requirements on the option
position.
An option, whether based on a futures contract, a stock
index or an equity
security, becomes worthless to the holder when it expires.
A position in an option
may be terminated by the purchaser or seller prior to
expiration by effecting a
closing purchase or sale transaction subject to the
availability of a secondary
market, which is the purchase or sale of an option of the
same series i.e., the
same exercise price and expiration date as the option
previously purchased or
sold. The difference between the premiums paid and
received represents the
party's profit or loss on the transaction.
Growth & Income may purchase put options on stock index
futures contracts,
stock indexes or equity securities for the purpose of
hedging the relevant portion
of its securities portfolio against an anticipated
market-wide decline or against
declines in the values of individual portfolio securities,
and Growth & Income may
purchase call options on such futures contracts as a hedge
against a market
advance when it is not fully invested. Growth & Income
would write options on
such futures contracts primarily for the purpose of
terminating existing positions.
In general, options on stock indexes will be employed in
lieu of options on stock
index futures contracts only where they present an
opportunity to hedged at lower
cost. With respect to option on equity securities, the
Portfolio may, under certain
circumstances, purchase a combination of call options on
such securities and
U.S. Treasury bills. It is believed that such a
combination may more closely
parallel movements in the value of the security underlying
the call option than
would the option itself.
Further, while Growth & Income generally would not write
options on individual
portfolio securities it may do so under limited
circumstances known as targeted
sales and targeted buys, which involve the writing of
call or put options in an
attempt to purchase or sell portfolio securities at
specific desired prices. Growth
& Income would receive a fee, or a premium, for the
writing of the option. For
example, where Growth & Income seeks to sell portfolio
securities at a targeted
price, it may write a call option at that price. In the
event that the market rises
above the exercise price, Growth & Income would receive its
targeted price,
upon the exercise of the option, as well as the premium
income. Also, where
Growth & Income seeks to buy portfolio securities at a
targeted price, it may
write a put option at that price for which it will receive
the premium income. In
the event that the market declines below the exercise
price, Growth & Income
would pay its targeted price upon the exercise of the
option. In the event that
the market does not move in the direction or to the extent
anticipated, however,
the targeted sale or buy might not be successful and Growth
& Income could
sustain a loss on the transaction which may not be offset
by the premium
received. In addition, Growth & Income may be required to
forego the benefits
of an intervening increase or decline in value of the
underlying security.
Risk Factors Associated with Futures and Options
Transactions
In addition to any risk factors which may be described
above, the following sets
forth certain information regarding the potential risks
associated with Growth &
Income's futures and options transactions.
Risk of Imperfect Correlation. Growth & Income's ability
effectively to hedge all
or a portion of its portfolio through transactions in
futures, options on futures or
options on stock indexes depends on the degree to which
movements in the
value of the securities or index underlying such hedging
instrument correlate with
movements in the value of the relevant portion of Growth &
Income's portfolio.
If the values of the portfolio securities being hedged do
not move in the same
amount or direction as the underlying security or index,
the hedging strategy for
Growth & Income might not be successful and Growth & Income
could sustain
losses on its hedging transaction which would not be offset
by gains on its
portfolio. It is also possible that there may be a
negative correlation between the
security or index underlying a futures or option contract
and the portfolio
securities being hedged, which could result in losses both
on the hedging
transaction and the portfolio securities. In such
instances, Growth & Income's
overall return could be less than if the hedging
transaction had not been
undertaken. Stock index futures or options based on a
narrower index of
securities may present greater risk than options or futures
based on a broad
market index, as a narrower index is more susceptible to
rapid an extreme
fluctuations resulting from changes in the value of a small
number of securities.
Growth & Income would, however, effect transactions in such
futures or options
only for hedging purposes.
The trading of futures and options on indexes involves the
additional risk of
imperfect correlation between movements in the futures or option
price and the value of
the underlying index. The anticipated spread between the prices
may be distorted due
to differences in the nature of the markets, such as differences in
margin requirements,
the liquidity of such markets and the participation of speculators
in the futures and
options market. The purchase of an option on a futures contract
also involves the risk
that changes in the value of underlying futures contract will not
be fully reflected in the
value of the option purchased. The risk of imperfect correlation,
however, generally tends
to diminish as the maturity date of the futures contract or
termination date of the option
approaches. The risk incurred in purchasing an option on a futures
contract is limited to
the amount of the premium plus related transaction costs, although
it may be necessary
under certain circumstances to exercise the option and enter into
the underlying futures
contract in order to realize a profit. Under certain extreme
market conditions, it is
possible that Growth & Income will not be able to establish hedging
positions, or that any
hedging strategy adopted will be insufficient to completely protect
Growth &
Income.
Growth & Income will purchase or sell futures contracts or
options only if, in
Chase's judgment, there is expected to be a sufficient degree of
correlation between
movements in the value of such instruments and changes in the value
of the relevant
portion of Growth & Income's portfolio for the hedge to be
effective. There can be no
assurance that Chase's judgment will be accurate.
Potential Lack of a Liquid Secondary Market. The ordinary
spreads between
prices in the cash and futures markets, due to differences in the
natures of those markets,
are subject to distortions. First, all participants in the futures
market are subject to initial
deposit and variation margin requirements. This could required
Growth & Income to post
additional cash or cash equivalents as the value of the position
fluctuates. Further, rather
than meeting additional variation margin requirements, investors
may close futures
contracts through offsetting transactions which could distort the
normal relationship
between the cash and futures markets. Second, the liquidity of the
futures or options
market may be lacking. Prior to exercise or expiration, a futures
or option position may
be terminated only by entering into a closing purchase or sale
transaction, which requires
a secondary market on the exchange on which the position was
originally established.
While Growth & Income will establish a futures or option position
only if there appears to
be a liquid secondary market therefor, there can be no assurance
that such a market will
exist for any particular futures or option contract at any specific
time. In such event, it
may not be possible to close out a position held by Growth &
Income, which could
require Growth & Income to purchase or sell the instrument
underlying the position, make
or receive a cash settlement, or meet ongoing variation margin
requirements. The
inability to close out futures or option positions also could have
an adverse impact on
Growth & Income's ability effectively to hedge its portfolio, or
the relevant portion
thereof.
The liquidity of a secondary market in a futures contract
or an option on a
futures contract may be adversely affected by daily price
fluctuation limits established
by the exchanges, which limit the amount of fluctuation in the
price of a contract during
a single trading day and prohibit trading beyond such limits once
they have been
reached. The trading of futures and options contracts also is
subject to the risk of trading
halts, suspensions, exchange or clearing house equipment failures,
government
intervention, insolvency of the brokerage firm or clearing house or
other disruptions of
normal trading activity, which could at times make it difficult or
impossible to liquidate
existing positions or to recover excess variation margin
payments.
Risk of Predicting Interest Rate Movements. Investments in
futures contracts on
fixed income securities and related indexes involve the risk that
if Chase's investment
judgment concerning the general direction of interest rates is
incorrect, Growth &
Income's overall performance may be poorer than if it had not
entered into any such
contract. For example, if Growth & Income has been hedged against
the possibility of
an increase in interest rates which would adversely affect the
price of bonds held in its
portfolio and interest rates decrease instead, Growth & Income will
lose part or all of the
benefit of the increased value of its bonds which have been hedged
because it will have
offsetting losses in its futures positions. In addition, in such
situations, if Growth &
Income has insufficient cash, it may have to sell bonds from its
portfolio to meet daily
variation margin requirements, possibly at a time when it may be
disadvantageous to do
so. Such sale of bonds may be, but will not necessarily be, at
increased prices which
reflect the rising market.
Trading and Position Limits. Each contract market on which
futures and option
contracts are traded has established a number of limitations
governing the maximum
number of positions which may be held by a trader, whether acting
alone or in concert
with others. Chase does not believe that these trading and
position limits will have an
adverse impact on the hedging strategies regarding Growth &
Income's portfolio.
Restrictions on the use of Futures and Options Contracts
Regulations of the CFTC require Growth & Income to enter
into transactions in
futures contracts and options thereon for hedging purposes only, in
order to assure that
it is not deemed to be a commodity pool under such regulations.
In particular, CFTC
regulations require that all short futures positions be entered
into for the purpose of
hedging the value of securities held in Growth & Income's
portfolio, and that all long
futures positions either constitute bona fide hedging transactions,
as defined in such
regulations, or have a total value not in excess of an amount
determined by reference to
certain cash and securities positions maintained for Growth &
Income, and accrued profits
on such positions. In addition, Growth & Income may not purchase
or sell such
instruments if, immediately thereafter, the sum of the amount of
initial margin deposits on
its existing futures positions and premiums paid for options on
futures contracts would
exceed 5% of the market value of Growth & Income's total
assets.
When Growth & Income purchases a futures contract, an amount
of cash or cash
equivalents or high quality debt securities will be deposited in a
segregated account with
Growth & Income's custodian so that the amount so segregated, plus
the initial deposit
and variation margin held in the account if its broker, will at all
times equal the value of
the futures contract, thereby insuring that the use of such futures
is unleveraged.
Growth & Income's ability to engage in the hedging
transaction described herein
may be limited by the current federal income tax requirement that
Growth & Income
derive less than 30% of its gross income from the sale or other
disposition of stock or
securities held for less than three months.
In addition to the foregoing requirements, the Board of
Trustees has adopted an
additional restriction on the use of futures contracts and options
thereon, requiring that
the aggregate market value of the futures contracts held by Growth
& Income not exceed
50% of the market value of its total assets. Neither this
restriction nor any policy with
respect to the above-referenced restrictions, would be changed by
the Board of Trustees
without considering the policies and concerns of the various
federal and state regulatory
agencies.
Approval of the investors in Growth & Income is not required
to change these
investment policies.
Information about Securities Ratings
Corporate Bonds - 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 - 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 - 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 - 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.
Investment Limitations
The Fund has adopted limitations regarding the investment
activity of the Vista
Portfolio which are fundamental policies and may not be changed
without the approval
of the holders of a majority of the outstanding voting shares of
the Vista Portfolio.
Majority for this purpose and under the Investment Company Act of
1940 means the
lesser of i 67% of the shares represented at a meeting at which
more than 50% of the
outstanding shares are represented or ii more than 50% of the
outstanding shares. A
complete statement of all such limitations are set forth below.
The Vista 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, oil, gas or other
mineral exploration or development programs, or real
estate, including limited
partnership interests but excluding securities secured by
real estate or interests
therein), except that the Vista Portfolio may purchase
securities of issuers which
invest or deal in any of the above and may engage in
permissible futures and
options transactions.
4. Purchase securities which cannot be sold without
registration or the filing of a
notification under federal or state securities laws if, as
a result, such investments
would exceed 10% of the value of the Vista Portfolio's
total assets.
5. Purchase any securities on margin except that the Vista
Portfolio may obtain
such short-term credit as may be necessary for the
clearance of purchases and
sales of portfolio securities, and the Vista Portfolio may
make margin payments
in connection with transactions in futures contracts and
options) or make short
sales of securities or maintain a short position, except
that the Vista Portfolio may
sell short against the box except that not more than 10%
of the Vista Portfolio's
total assets taken at market value may be held as
collateral for such sales at
any one time.
6. Make loans, except as provided in limitation 7 below and
except through the
purchase of obligations 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;
however, not more than 10% of the Vista Portfolio's total
assets may be invested
in repurchase agreements maturing in more than seven
days.
7. Lend its portfolio securities in excess of 30% 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 Lending of
Portfolio Securities
of this Statement of Additional Information.
8. 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. In the
event the Fund borrows in excess of 5% of its total assets,
at the time of such
borrowing it will have an asset coverage of at least 300%
and will not purchase
additional investment securities.
9. 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 (8) above, and
then such mortgaging, pledging or hypothecating may not
exceed 33 1/3% of the
Vista 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.
10. 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.
11. Write, purchase or sell puts, calls or
combinations thereof, except that
Vista Portfolio may buy and sell permissible
options and futures, and may
buy and sell put and call warrants, the values of
which are based upon
securities indices.
In addition, Growth & Income is subject to additional investment
limitations which are
set forth in its prospectus and statement of additional
information.
Growth & Income is also subject to certain non-fundamental
operating policies
which may be changed by the Board of Trustees of Growth & Income.
Please see the
Statement of Additional Information of Growth & Income regarding
these operating
policies.
Lending of Portfolio Securities
The Vista Portfolio is not permitted to make loans to other
persons, except (i)
through the lending of its portfolio securities and provided that
any such liens not exceed
30% of the Vista Portfolio's total assets (taken at market value),
(ii) through the use of
repurchase agreements or the purchase of short-term obligations and
provided that not
more than 10% of the Vista Portfolio's total assets will be
invested in repurchase
agreements maturing in more than seven days, or (iii) by
purchasing, subject to the
limitation in paragraph 6 above, a portion of an issue of debt
securities of types
commonly distributed privately to financial institutions; for
purposes of this limitation the
purchase of short-term commercial paper and other debt securities
which are part of an
issue offered to the public shall not be considered the making of
a loan.
For purposes of the investment restrictions described above,
the issuer of a tax-
exempt security is deemed to be the entity (public or private)
ultimately responsible for
the payment of the principal of and interest on the security. For
purposes of Investment
Restriction No. 7 industrial developments bonds, where the payment
of principal and
interest is the ultimate responsibility of companies within the
same industry, are grouped
together as an industry.
In the event the Vista Portfolio were ever to redeem its
investment in Growth &
Income and the Investment Adviser were to manage the Vista
Portfolio's assets directly
(or delegate such management to a sub-adviser), the Vista Portfolio
would be subject to
the above-described fundamental investment policies. If the Vista
Portfolio were to
redeem its investment in Growth & Income and invest in another
investment company,
the shareholders of the Vista 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 Vista Portfolio to make such investment.
<PAGE>
MANAGEMENT OF THE FUND
The Fund
Directors and Officers
The directors and executive officers of the Fund and their
principal occupations for at
least the last five years are set forth below:
Name, Relationship with
Principal Occupation
the Fund, and Address Past
Five Years
Rex Jennings
Economic Development
Director2 Consultant
(since 1987);
Richard P. Koeppe, Ph.D.
Professor, University of Colorado
Director3 at
Denver (1987-1988 and
Present); Superintendent, Denver
Public
Schools, District #1
(1988-1990)
Dennis Low The
Great-West Life Assurance
Director1 5
Company: Executive
Vice-President, Financial Services
(since
1991); Senior
Vice-President, Individual
(1987-1990)
James D. Motz The
Great-West Life Assurance
Director1 5
Company: Senior Vice-President,
Employee Benefits Operations
(since
1991); Vice-President,
Group
(1981-1990)
Sanford Zisman
Attorney, Zisman & Ingraham, P.C.
Director4
Glen R. Derback The
Great-West Life Assurance
Treasurer, Principal
Company, Vice-President,
Financial and Accounting
Financial Control (since 1984);
Officer1 5
Ruth B. Lurie The
Great-West Life Assurance
Secretary1 5
Company, Vice-President and
Counsel
(since 1988)
_________________________________
1 Interested person as defined in the Investment Company Act
of 1940 and
affiliated person of Investment Adviser.
2 12501 East Evans Circle, Unit C, Aurora Colorado 80014
3 8679 East Kenyon Avenue, Denver, Colorado 80237
4 3773 Cherry Creek North Drive, Suite 250, Denver, Colorado
80209.
5 The Great-West Life Assurance Company, 8515 E. Orchard
Road, Englewood,
Colorado 80111.
The Investment Adviser of the Fund
The information that follows supplements the information
provided about the
Investment Adviser under the caption Management of the Fund -
Investment Adviser of
the Fund in the Prospectus.
The Great-West Life Assurance Company the Investment Adviser
serves as the
investment adviser to the Fund pursuant to an Investment Advisory
Agreement dated April
1, 1982 with the Fund. The Investment Adviser is a 99.4% owned
subsidiary of Great-
West Lifeco Inc., which in turn is an 86.4% subsidiary of Power
Financial Corporation,
Montreal, Quebec. A majority of the common stock of Power
Financial Corporation is
owned by 171263 Canada Inc. 171263 Canada Inc is a wholly owned
subsidiary of
Power Corporation of Canada, which, in turn, is controlled by a
Canadian investor, Paul
Desmarais, and his associates.
The Investment Advisory Agreement, as amended, was considered by
the Fund's
Board of Directors, including a majority of the Directors who are
not interested persons
(as defined in the Investment Company Act of 1940), on April 11,
1995. The Agreement
will remain in effect until April 1, 1996 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. The agreement is not
assignable and may be
terminated without penalty on 60 days' written notice at the option
of either party or by
the vote of the shareholders of the Fund.
While the Investment Adviser is at all times subject to the
direction of the Board of
Directors of the Fund, the Investment Advisory Agreement provides
that the Investment
Adviser, subject to review by the Board of Directors, is
responsible for the actual
management of the Fund and has responsibility for making decisions
to buy, sell or hold
any particular security. The Investment Adviser provides the
portfolio managers for the
Fund. Such managers consider analysis from various sources, make
the necessary
investment decisions and effect transactions accordingly. The
Investment Adviser also
is obligated to perform certain administrative and management
services for the Fund and
is obligated to provide all the office space, facilities, equipment
and personnel necessary
to perform its duties under the Agreement. With respect to the
Vista Portfolio, because
all the Portfolio's investible assets will be invested in Growth &
Income, the investment
adviser to Growth & Income will manage Growth & Income in
accordance with Growth &
Income's stated investment objectives and policies, making
investment decisions for
Growth & income and placing orders to buy and sell securities on
behalf of Growth &
Income. Great-West will be responsible for accounting and
administration of the Vista
Portfolio only.
Fees
Since inception of the Portfolio on December 21, 1994, the
Investment Adviser has
been paid $19,045 for its administrative and accounting
services.
The Growth and Income Portfolio Growth & Income
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 the
period. Asterisks
indicate those Trustees and officers that are interested persons
(as defined in the 1940
Act). Unless otherwise indicated below, the address of each
officer is 125 W. 55th Street,
New York, New York 10022.
Trustees
FERGUS REID, III* - Trustee; Chairman and Chief Executive Officer,
Lumelite
Corporation, since September 1985.
Address: 971 West Road, New Canaan, Connecticut 06840.
RICHARD E. TEN HAKEN - Trustee; District Superintendent of Schools,
Monroe No. 2
and Orleans Counties, New York; Chairman of the Finance and the
Audit and Accounting
Committees, Member of the Executive Committee and Vice President,
New York State
Teachers's Retirement System.
Address: 4 Barnfield Road, Pittsford, New York 14534.
H. RICHARD VARTABEDIAN* - Trustee; Chairman and President of Growth
& Income,
Retired; Senior Investment Officer, Division Executive of the
Investment Management
Division of The Chase Manhattan Bank, N.A., 1980-1991; responsible
for investment
research, trading and portfolio management for commingled funds and
high net worth
individuals within the U.S. Employed by Chase in various
investment oriented capacities
since 1960, primarily as a senior portfolio manager for
institutional, ERISA and high net
worth portfolios.
Address: P.O. Box 296, Beach Road, Hendrick's Head, Southport,
Maine 04576.
STUART W. CRAGIN, Jr. - Trustee; 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 Canover Industries.
IRVING L. THODE - Trustee; Retired; Vice President of Quotron
Systems. He has
previously served in a number of executive positions with Control
Data Corp., including
President of their Latin American operations, and General Manager
of their Data Services
business.
Officers
RICHARD FABIETTI* - Treasurer and Assistant Secretary of the Trust;
Vice President,
Concord Financial Group, Inc.
JAMES BERNAICHE* - Secretary and Assistant Treasurer of the Trust;
Vice President,
Concord Financial Group, Inc.; and Chief Compliance Officer and
Secretary, Vista Broker-
Dealer Services, Inc.
The Declaration of Trust provides that Growth & Income will
indemnify its Trustees and
officers against liabilities and expenses incurred in connection
with litigation in which they
may be involved because of their offices with Growth & Income,
unless, as to liability to
Growth & Income or its shareholders, it is finally adjudicated that
they engage in wilful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in
their offices or with respect to any matter unless it is finally
adjudicated that they did not
act in good faith in reasonable belief that their actions were in
the best interest of Growth
& Income. In the case of settlement, such indemnification will not
be provided unless it
has been determined by a court or other body approving the
settlement or other
disposition, or by a reasonable determination based upon a review
of readily available
facts, by vote of a majority of disinterested Trustees or in a
written opinion of independent
counsel, that such officer or Trustees have not engaged in wilful
misfeasance, bad faith,
gross negligence or reckless disregard of their duties.
The Fund pays no direct remuneration to any officer of the Trust.
As of December 31,
1993, the Trustees and officers as a group owned of record less
than 1% of the Fund's
outstanding shares, all of which were acquired for investment
purposes. For the fiscal
year ended October 31, 1993, the Trust paid to its disinterested
Trustees fees and
expenses for all meetings of the Board and any committees attended
in the aggregate
amount of approximately $350,225 which amount is then apportioned
between the Fund
comprising the Trust.
The Investment Adviser of Growth &
Income
The Chase Manhattan Bank, N.A. Chase manages the assets of
Growth & Income
pursuant to an investment advisory agreement, dated November 15,
1993 (the Advisory
Agreement. Subject to such policies as the Board of Trustees may
determine, Chase
makes investment decisions for Growth & Income. Pursuant to the
terms of the Advisory
Agreement, Chase provides Growth & Income with such investment
advice and
supervision as it deems necessary for the proper supervision of
Growth & Income's
investments. Chase continuously provides investment programs and
determines from
time to time what securities shall be purchased, sold or exchanged
and what portion of
Growth & Income'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 Growth &
Income. The other
expenses attributable to, and payable by Growth & Income, are
described under
Investment Adviser of Growth & Income Portfolio in the
Prospectus. The Advisory
Agreement for Growth & Income will continue in effect from year to
year only if such
continuance is specifically approved at least annually by the Board
of Trustees or by vote
of a majority of Growth & Income's outstanding voting securities
and, in either case, by
a majority of the Trustees who are not parties to the Advisory
Agreement or interested
persons of any such party, at a meeting called for the purpose of
voting on such Advisory
Agreement.
Pursuant to the terms of the Advisory Agreement, Chase is permitted
to render services
to others. Each Advisory Agreement is terminable without penalty
by Growth & Income
on not more than 60 days', nor less than 30 days' written notice
when authorized either
by a majority Growth & Income's shareholders or by a vote of a
majority of the Board of
Trustees of Growth & Income, or by Chase on not more than 60 days',
nor less than 30
days', written notice, and will automatically terminate in the
event of its assignment (as
defined in the 1940 Act). The Advisory Agreement provides that
Chase under such
Agreement 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 in the
execution of portfolio
transactions for Growth & Income, except for wilful misfeasance,
bad faith or gross
negligence in the performance of its duties, or by reason of
reckless disregard of its
obligations and duties thereunder.
In the event the operating expenses of Growth & Income, when
combined with those of
the Vista Portfolio, including all investment advisory,
administration and sub-administration
fees, but excluding brokerage commissions and fees, taxes, interest
and extraordinary
expenses such as litigation, for any fiscal year exceed the most
restrictive expense
limitation applicable to Growth & Income imposed by the securities
laws or regulations
thereunder of any state in which the shares of Growth & Income are
qualified for sale, as
such limitations may be raised or lowered from time to time, the
Adviser shall reduce its
advisory fee (which fee is described below) to the extent of its
share of such excess
expenses. The amount of any such reduction to be borne by the
Adviser shall be
deducted from the monthly advisory fee otherwise payable with
respect to Growth &
Income during such fiscal year; and if such amount should exceed
the monthly fee, the
Adviser shall pay to Growth & Income its share of such excess
expenses no later than
the last day of the first month of the next succeeding fiscal year.
In consideration of the services provided by Chase pursuant to the
Advisory Agreement,
Growth & Income pays an investment advisory fee computed and paid
monthly based on
a rate equal to .40%. of Growth & Income's average daily net
assets, on an annualized
basis for Growth & Income's then-current fiscal year. However,
Chase may voluntarily
agree to waive a portion of the fees payable to it on a
month-to-month basis.
The Growth & Income Administrator
Pursuant to an Administration Agreement, dated November 15, 1993
(the
Administration Agreement, Chase Manhattan Trust Corporation
Limited CMTC serves
as administrator of Growth & Income. CMTC provides certain
administrative services to
Growth & Income, including among other responsibilities,
coordinating the negotiation of
contracts and fees with, and the monitoring of performance and
billing of, Growth &
Income's independent contractors and agents; preparation for
signature by an officer of
Growth & Income of all documents required to be filed for
compliance by Growth &
Income with applicable laws and regulations excluding those of the
securities laws of
various states; arranging for the computation of performance data,
including net asset
value and yield; responding to shareholder inquiries; and arranging
for the maintenance
of books and records of Growth & Income and providing, at its own
expense, office
facilities, equipment and personnel necessary to carry out its
duties. The administrator
does not have any responsibility or authority for the management of
Growth & Income,
the determination of investment policy, or for any matter
pertaining to the distribution of
shares of Growth & Income or the Vista Portfolio.
Under the Administration Agreement, CMTC renders administrative
services to others.
The administration agreement will continue in effect from year to
year with respect to
Growth & Income only if such continuance is specifically approved
at least annually by
the Board of Trustees or by vote of a majority of Growth & Income's
outstanding voting
securities and, in either case, by a majority of the Trustees who
are not parties to the
administration agreement of interested person (as defined in the
1940 Act) or any such
party. The administration agreement is terminable without penalty
by the Trust on behalf
of Growth & Income on 60 days' written notice when authorized
either by a majority vote
of Growth & Income's shareholders or by a vote of a majority of the
Board of Trustees,
including a majority of the Trustees who are not interested
persons (as defined in the
1940 Act) Growth & Income, or by the Administrator on 60 days'
written notice, and will
automatically terminate in the event of its assignment (as
defined in the 1940 Act). The
administration agreement also provides that neither CMTC nor its
personnel shall be liable
for any error of judgment or mistake of law or for any act or
omission in the administration
or management of Growth & Income, except for wilful misfeasance,
bad faith or gross
negligence in the performance of its or their duties or by reason
of reckless disregard of
its or their obligations and duties under the administration
agreements.
In addition, the administration agreement provides that, in the
event the operating
expenses of Growth & Income, including all investment advisory,
administration and sub-
administration fees, but excluding brokerage commissions and fees,
taxes, interest and
extraordinary expenses such as litigation, for any fiscal year
exceed the most restrictive
expense limitation applicable to Growth & Income imposed by the
securities laws or
regulations thereunder of any state in which the shares of Growth
& Income or Vista
Portfolio are qualified for sale, as such limitations may be raised
or lowered from time to
time, CMTC shall reduce its administration fee (which fee is
described below) to the
extent of its share of such excess expenses. The amount of such
reduction to be borne
by CMTC shall be deducted from the monthly administration fee
otherwise payable to
CMTC during such fiscal year; and if such amounts should exceed the
monthly fee,
CMTC shall pay to Growth & Income its share of such excess expenses
no later than the
last day of the first month of the next succeeding fiscal year.
In consideration of the services provided CMTC pursuant to the
administration agreement,
CMTC receives from Growth & Income a fee computed and paid monthly
at an annual
rate equal to 0.05% of Growth & Income's average daily net assets,
on an annualized
basis for Growth & Income's then-current fiscal year. CMTC may
voluntarily waive a
portion of the fees payable to it with respect to Growth & Income
on a month-to-month
basis.
For the fiscal year ended October 31, 1992, 1993 and 1994, CMTC,
and its affiliate
Chase, were paid or accrued the following administration fees and
voluntarily waived the
amounts in parentheses following such fees: $85,010 ($2,399),
$469,585 and $600,633.
From October 31, 1995 to April 30, 1995, CMTC and Chase were paid
or accrued
administrations fees in the amount of $392,996.
PURCHASE AND REDEMPTION OF SHARES
As of April 30, 1995, 100% of the 34,762,482 outstanding shares
of the Vista Portfolio
were held of record by FutureFunds II Series Account.
CALCULATION OF YIELDS
As summarized in the Prospectus under the heading Performance
Related
Information, yields of this Portfolio will be computed by
annualizing a recent month's net
investment income, divided by a Portfolio share's net asset value
on the last trading day
of that month multiplied by the average number of outstanding
shares for the period. Net
investment income will reflect amortization of any market value
premium or discount of
fixed income securities and may include recognition of a pro rata
portion of the stated
dividend rate of dividend paying portfolio securities. The yields
of the Portfolios will vary
from time to time depending upon market conditions and the
composition of the
Portfolios. Yield should also be considered relative to changes in
the value of the shares
of the Portfolios and to the relative risks associated with the
investment objectives and
policies of the Portfolios. On the following page is an example of
the yield calculation for
the Portfolio. <PAGE>
Maxim Vista Growth & Income Portfolio
The following is an example of the yield calculation for the
Portfolio based on a 30-day
period ending April 30, 1995.
Formula: YIELD = 2[(a+b) + 1)6-1]
cd
Where: a = net investment income earned during the
period by the portfolio
company attributable to shares owned by
the sub-account.
b = expenses accrued for the period (net of
reimbursements).
c = the average daily number of accumulation
units outstanding
during the period.
d = the maximum offering price per
accumulation unit on the last day
of the period
Yield as of April 30, 1995:
a = 50,876
b = 29,837
c = 33,240,364
d = 1.10126
Therefore, 1 month yield as of April 30, 1995 is 2.66% .
CALCULATION OF TOTAL RETURN
As summarized in the Prospectus under the heading Performance
Related
Information, total return is a measure of the change in value of
an investment in a
Portfolio over the period covered, which assumes any dividends or
capital gains
distributions are reinvested in that Portfolio immediately rather
than paid to the investor
in cash. The formula for total return used herein 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 the 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 a Portfolio has not been in existence for at least ten
years. On the following
page is an example of the total return calculation for the
Portfolio.
<PAGE>
MAXIM VISTA GROWTH & INCOME PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1=T)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 $1.00
payment made at the
inception of the portfolio.
P = Opening redeemable value of a hypothetical $1.00
payment made at the
inception of the portfolio.
The above formula can be restated to solve for T as follows:
T = [ERV/P)1/N] -1
Inception to date total return as of April 30, 1995:
ERV = 1.10484
N = 0.3589
P = 1.00
Therefore, inception total return as of April 30, 1995 is 32.02%
compounded
annually. <PAGE>
Price Make-up Sheet
Maxim Vista Growth & Income Portfolio
Period Ended 4/30/95
Per Share Amount
Undistributed Net Income -
Beginning of Year $
Dividend Income
Interest Income 188,849
Operational Expenses (34,826)
Net Investment Income 154,023
Dividend Distribution -
End of Year 101,158
Undistributed Net Investment
Income -End of Year 52,865
.0015
Net Realized Gain(Loss) on
Investments - Beginning of Year 0
Net Realized Gain(Loss) on
Investments End of Year 128,826
Distribution from Net
Realized Gain 0
Accumulated Undistributed Net
Realized Gain(Loss)
on Investments 128,836
.0037
Net Unrealized Appreciation
(Depreciation) on Investments 1,585,387
.0456
Capital Stock at Par 3,476,248
.1000
Additional Paid-In Capital 33,039,195
.9505
Net Assets 38,282,531
1.1013
Shares Outstanding 34,762,482
PART B
FINANCIAL STATEMENTS
<PAGE>
MAXIM VISTA GROWTH & INCOME PORTFOLIO
Financial Statements
April 30, 1995
Unaudited
GROWTH AND INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS April 30, 1995 Unaudited
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES -Growth
and Income Portfolio Portfolio is separately
registered under the Investment Company Act of 1940, as
amended, as a non-diversified, open end management
investment company organized as a trust under the laws
of
the State of New York, USA. The declaration of trust
permits the Trustee to issue beneficial interest in the
Portfolio. The Portfolio commenced operation on
November
29, 1993.
The following is a summary of significant
accounting policies followed by the Portfolio:
A. Valuation of Investments
Equity securities are valued at the last
sale price on the exchange on which they
are primarily traded, including the
NASDAQ National Market. Securities for
which last sale prices are not available
and other over-the-counter securities
are
valued at the last quoted bid price.
Bonds and other fixed income securities
(other than short-term obligations),
including listed issues, are valued on
the basis of valuations furnished by a
pricing service. In making such
valuations, the pricing service utilizes
both dealer-supplied valuations and
electronic data processing techniques
that take into account appropriate
factors such as institutional-sized
trading in similar groups of securities,
yield, quality, coupon rate, maturity,
type of issue, trading characteristics
and other market data, without exclusive
reliance upon quoted prices. Short-term
obligations are valued at amortized cost
if acquired with fewer than 61 days to
maturity, or at value until the 61st day
prior to maturity and thereafter by
amortizing the value on the 61st day at
par at maturity. Options and futures
contracts are valued at the last sale
price on the exchange on which they are
principally traded. Portfolio
securities
for which there are no such quotations
or
valuations are valued at fair value as
determined in good faith by or at the
direction of the Trustee.
B. Security Transactions and Investment Income
Investment transactions are accounted
for
on the trade date (the date the order to
buy or sell is executed). Securities
gains and losses are calculated on the
identified cost basis. Interest income
is determined on the basis of coupon
interest accrued, adjusted for
amortization of premiums and accretion
of discounts. Dividend income is
recorded on the ex-dividend date.
C. Repurchase agreements
It is the Portfolio's policy that all
repurchase agreements are fully
collateralized by U.S. Treasury and
Government agency securities. All
collateral is held by the Trust's
custodian bank, sub-custodian or a bank
with which the custodian bank has
entered
into a sub-custodian agreement or is
segregated in the Federal Reserve Book
Entry System. In connection with
transactions in repurchase agreements if
the seller defaults and the value of the
collateral declines, or if the seller
enters into an insolvency proceeding,
realization of the collateral by the
Trust may be delayed or limited.
D. Futures contracts
Upon entering into a futures contract,
the Portfolio is required to deposit in
a
segregated account, either in cash or
liquid debt securities, an amount equal
to a certain percentage of the purchase
price of the futures contract.
Subsequent payments variation margin
are made or received by the Portfolio
each day, dependent on the daily
fluctuations in the value of the
underlying security, and are recorded
for
book purposes as unrealized gains or
losses by the Portfolio.
The Portfolio trades futures contracts
on
stock indices. Futures contracts
involve
elements of credit and market risk in
excess of the amounts reflected in the
Statement of Assets and Liabilities. The
Portfolio invests in stock index futures
contracts for the purpose of hedging its
portfolio to reduce the volatility of
the
net asset value of its shares. In
general, each such transaction involves
the establishment of a position which is
expected to move in a direction opposite
to that of the securities being hedged.
The Portfolio's ability to effectively
hedge all or a portion of its portfolio
through transactions in futures on stock
indices depends on the degree to which
movements in the value of the securities
or index underlying such hedging
instrument correlate with movements in
the value of the relevant portion of the
portfolio. The trading of futures on
indices involves the additional risk of
imperfect correlation between movements
in the futures price and the value of
the
underlying index. At April 30, 1995,
the
Portfolio held futures contracts as
listed on the portfolio of investments.
The Portfolio may enter into futures
contracts only on exchanges or boards of
trade. The exchange or board of trade
acts as the counterparty to each futures
transaction, therefore, the Portfolio's
credit risk is limited to failure of the
exchange or board of trade. The
Portfolio bears the market risk which
arises from any changes in the value of
the futures contracts.
E. Written options
When the Portfolio writes an option on
a
stock index futures contract or an
equity
option, an amount equal to the premium
received by the Portfolio is recorded as
an asset and corresponding liability.
The amount of the liability is adjusted
daily to reflect the current market
value
of the written option and the change is
recorded in a corresponding unrealized
gain or loss account. When a written
option expires on its stipulated
expiration date, or when a closing
transaction is entered into, the related
liability is extinguished and the
Portfolio realizes a gain (or loss if
the
cost of the closing transaction exceeds
the premium received when the option was
written).
The Portfolio writes options on stock
index futures and equity options. These
options are settled for cash and subject
the Portfolio to market risk in excess
of
the amounts that are reflected in the
Statement of Assets and Liabilities to
the extent of the contract amount. The
Portfolio, however, is not subject to
credit risk on written options as the
counterparty has already performed its
obligation by paying a premium at the
inception of the contract.
F. Foreign Currency Translations
The books and records of the Portfolio
are maintained in U.S. dollars. Foreign
currency amounts are translated into
U.S.
dollars at the official exchange rates,
or at the mean of the current bid and
asked prices, of such currencies against
the U.S. dollar last quoted by a major
bank, on the following basis:
(a) Market value of investment
securities, other assets and
liabilities; at the closing
rate of exchange at the
balance
sheet date.
(b) Purchases and sales of
investment securities,
income
and expenses: at the rates
of
exchange prevailing on the
respective dates of such
transactions.
Reported realized foreign exchange gains
or losses arise from disposition of
foreign currency, currency gains or
losses realized between the trade and
settlement dates on securities
transactions, the difference between the
amounts of dividends, interest, and
foreign withholding taxes recorded on
the
Portfolio's books on the transaction
date
and the U.S. dollar equivalent of the
amounts actually received or paid.
Unrealized foreign exchange gains and
losses arise from changes (due to the
changes in the exchange rate) in the
value of foreign currency and other
assets and liabilities denominated in
foreign currencies which are held at
period end.
G. Forward Foreign Currency Exchange Contracts
A forward currency contract is an
obligation to purchase or sell a
specific
currency for an agreed price at a future
date. During the period the forward
contract is open, changes in the value
of
the contract are recognized as
unrealized
gains or losses by marking to market
on
a daily basis to reflect the market
value
of the contract at the end of each day's
trading. When the forward contract is
closed, or the delivery of the currency
is made or taken, the Portfolio records
a
realized gain or loss equal to the
difference between the proceeds from (or
cost of) the closing transaction and the
Portfolio's basis in the contract.
H. Federal Income Taxes and Distributions to
Investors
The Portfolio intends to qualify as a
partnership and therefore net income and
net realized gains are taxed to the
partner. The investors in the Portfolio
must take into account their
proportionate share of the Portfolio's
income, gains, losses, deduction,
credits, and tax preference items in
computing their federal income tax
liability, without regard to whether
they
have received any cash distributions
from
the Portfolio. The Portfolio does not
intend to distribute to investors their
net investment income or their net
realized gains, if any. It is intended
that the Portfolio will be managed in
such a way that investors in the
Portfolio will be able to satisfy the
requirements of subchapter M of the
Internal Revenue Code to be taxed as a
Regulated Investment Company.
I. Organization Costs
Organization and registration costs
incurred in connection with establishing
the Portfolio has been deferred and is
being amortized on a straight-line basis
over a sixty-month period beginning with
the commencement of operations of the
Portfolio.
2. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
A. Investment Advisory Fees
The Chase Manhattan Bank, N.A. Chase
a direct wholly-owned subsidiary of The
Chase Manhattan Corporation, is the
Portfolio's investment adviser the
Adviser and custodian the
Custodian. The Adviser manages the
assets of the Portfolio pursuant to an
Advisory Agreement the Advisory
Agreement, and for such services, is
paid an annual fee computed daily and
paid monthly based on an annual rate
equal to .40% of the Portfolio's average
daily net assets.
B. Custodial Fees
Chase as Custodian provides safekeeping
services for the Portfolio's securities.
Compensation for such services is
presented in the Statement of Operations
as custodian fees.
C. Administration Fee
Pursuant to an Administration Agreement,
The Chase Manhattan Trust Corporation
Limited the Administrator provides
certain administration services to the
Portfolio. For these services and
facilities, the Administrator receives
from the Portfolio a fee computed at the
annual rate of 0.05% of the Portfolio's
average daily net assets.
D. Other
The Portfolio's organizational cost
payable is comprised of liabilities owed
to the Fund's Distributor, Vista Broker
Dealer Service (VBDS).
3. INVESTMENT TRANSACTIONS
Purchases and sales of investments (excluding
short-term investments) for the six month ended
April 30, 1995, were as follows:
Purchases (excluding U.S. Government)
$569,364,825
Sales (excluding U.S. Government)
426,284,723
Purchases of U.S. Government
36,782,063
Sales of U.S. Government
110,888,672
The portfolio turnover rate for this period was 42%.
<PAGE>
MAXIM SERIES FUND, INC.
VISTA GROWTH & INCOME PORTFOLIO
Financial Statements for the period from
December 21, 1994 to April 30, 1995
(UNAUDITED) <PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of the
Investment Grade Corporate Bond Portfolio, Growth Index Portfolio,
Small-Cap Value Portfolio, U.S. Government Mortgage Securities
Portfolio, and the Value Index Portfolio, of Maxim Series Fund,
Inc., as of December 31, 1994, the related statement of operations
for the periods indicated and the statements of changes in net
assets and the financial highlights for each of the periods
indicated. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is
to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities
owned as of December 31, 1994, by correspondence with the custodian
and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
the Investment Grade Corporate Bond Portfolio, Growth Index
Portfolio, Small-Cap Value Portfolio, U.S. Government Mortgage
Securities Portfolio, and the Value Index Portfolio, of Maxim
Series Fund, Inc., at December 31, 1994 and the results of their
operations, the changes in their net assets and the financial
highlights for each of the periods indicated, in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE
February , 1995
<PAGE>
<TABLE>
MAXIM SERIES FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1995 (Unaudited)
MAXIM VISTA
GROWTH
& INCOME
PORTFOLIO
<S>
ASSETS:
Investments at value: <C>
Common stocks $ 38,358,670
Total investments 38,358,670
Receivable for investments sold 27,196
Total Assets 38,385,866
LIABILITIES:
Dividends payable 235
Payable for redemptions 66,948
Other liabilities 36,152
Total Liabilities 103,335
NET ASSETS $ 38,282,531
NET ASSETS REPRESENTED BY:Capital stock, $.10 par value 3,476,248
Additional paid-in capital 33,039,195<PAGE>
Net unrealized appreciation
(depreciation) on investments 1,585,387
Undistributed net investment income 52,865
Accumulated undistributed net realized gain (loss) on investments
128,836NET ASSETS$38,282,531NET ASSET VALUE PER OUTSTANDING SHARE
1.1013SHARES OF CAPITAL STOCK:Authorized100,000,000<PAGE>
Outstanding
<FN>34,762,482See notes to financial statements.
MAXIM SERIES FUND, INC.STATEMENT OF OPERATIONS
<CAPTION>PERIOD ENDED APRIL 30, 1995 (Unaudited)
MAXIM VISTA GROWTH & INCOME PORTFOLIO*<S>
NET INVESTMENT INCOME:<C>Foreign commissions and taxes
withheld/reclaim $8Investment income from portfolio
220,233 Expenses from portfolio (31,392)Total investment income
188,849 EXPENSESAdvisory fees34,826<PAGE>
Total expenses34,826NET INVESTMENT INCOME$154,023
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS: Net realized gain (loss) on investments$128,836
Change in net unrealized appreciation
(depreciation) on investments1,585,387Net change in realized and
unrealized
appreciation (depreciation)on investments
1,714,223
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $1,868,246
See notes to financial statements.
</TABLE>
<TABLE>
MAXIM SERIES FUND, INC.STATEMENT OF CHANGES IN NET ASSETS
PERIOD ENDED APRIL 30, 1995 (Unaudited)
<CAPTION>
MAXIM VISTA GROWTH & INCOME PORTFOLIO
1995<S>
INCREASE (DECREASE) IN NET ASSETS:
<C>OPERATIONS:
Net investment income$154,023
Net realized gain (loss) 128,836 Change in net unrealized
appreciation
(depreciation)1,585,387
Net increase (decrease) in net assets
resulting from operations1,767,088
DISTRIBUTION OF SHAREHOLDERS:
From net investment income(101,158)Total distribution(101,158)
SHARE TRANSACTIONS:Net proceeds from sale of shares40,433,121
Reinvestment of distribution100,923
Cost of shares redeemed(4,018,601)Net increase in net assets
resulting
from share transactions36,515,443
Total increase (decrease) in net
assets38,282,531
NET ASSETS:Beginning of period 0
End of period$38,282,531
</TABLE>
<TABLE>
MAXIM SERIES FUND, INC.
<CAPTION>
VISTA GROWTH & INCOME PORTFOLIO (A)
FINANCIAL HIGHLIGHTS (Unaudited)
Selected data for a share of capital stock of the portfolio for the
period ended April 30, 1995
were as follows:
Period Ended April 30,
1995<C><S>
Net Asset Value, Beginning of Period$1.0000
Income From Investment Operations
Net Investment Income
0.0050
Net realized and unrealized gain
0.0998
Total Income From Investment Operations0.1048
Less Distributions
From Net Investment Income(0.0035)
Total Distributions(0.0035)
Net Asset Value, End of Period
$1.1013
Total Return 32.02%
Net Assets, End of Period $38,282,531
Ratio of Expenses to Average Net Assets
0.99%Ratio of Net Investment Income to Average
December 21, 1994.MAXIM SERIES FUND, INC.
<FN>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.HISTORY OF THE FUND
Maxim Series Fund, Inc. (the Fund) is a Maryland corporation
organized on December 7, 1981 as an open-end management investment
company. The Maxim Vista Growth & Income Portfolio is non-
diversified. Interests in the Maxim Vista Growth & Income
Portfolio (the Portfolio) are represented by separate classes of
beneficial interest of the Fund. Shares of the Fund are sold only
to FutureFunds Series Account II of Great-West Life & Annuity
Insurance Company (the Company), to fund benefits under variable
annuity contracts and variable life insurance policies issued by
the Company. The shares are sold at a price equal to the
respective net asset value per share of each class of shares.
The Portfolio commenced operations on December 21, 1994. The Fund
seeks to achieve the investment objective of the Portfolio through
the adoption of a Hub and Spoke structure. Contribution of
Portfolio (i.e., the Spoke) investible funds to the Hub portfolio
are made in exchange for beneficial interests in the Hub portfolio
of equal value. The Hub portfolio is the Growth and Income
Portfolio; a non-diversified open-end management investment company
organized as a trust under the laws of the State of New York and
registered under the Investment Company Act of 1940, as amended.
Financial statements of the Hub portfolio are incorporated herein.
2.SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies
of the Fund, which are in accordance with the accounting principles
generally accepted in the investment company industry:
Security Transactions
Security Transactions are recorded at the earlier of trade date or
the date a commitment is made to buy or sell the related
investment. The cost of investments sold is determined on the
basis of first in, first out. Dividends from investment income of
the Maxim Vista Growth & Income Portfolio are declared and
reinvested quarterly.
Security Valuation
Securities traded on national securities exchanges are valued at
the closing prices of the securities on these exchanges at year-
end, and securities traded on over-the-counter markets are valued
at the average between the quoted bid and asked prices at year-end.
Short-term securities are valued at amortized cost which
approximates market value.
Dividend income for the Portfolio is accrued as of the ex-dividend
date and interest income is recorded daily.
Federal Income Taxes
For federal income tax purposes, the Portfolio of the Fund
qualifies as a regulated investment company under the provisions of
the Internal Revenue Code by distributing substantially all of its
taxable net income (both ordinary and capital gain) to its
shareholders and complying with the requirements for regulated
investment companies. Accordingly, no provision for federal income
taxes has been made.
<PAGE>
3.INVESTMENT ADVISORY AGREEMENT
The Fund has entered into an investment advisory agreement with
Great-West. As compensation for its services to the Fund with
respect to the Maxim Vista Growth & Income Portfolio, the
investment advisor receives monthly compensation at the annual rate
of .53% of the average daily net assets of the Maxim Vista Growth
& Income Portfolio.
4.Investment Transactions - Increases and decreases in the
Portfolio during the period ended April 30, 1995 were as follows:
Increases in Decreases in Portfolio
Investment Portfolio
Investment Maxim Vista Growth &
Income Portfolio
$40,405,932
$3,951,653
The Portfolio's percentage interest in the Hub is 2.30% as at April
30, 1995.
5.Transactions in Shares of Beneficial Interest:
12/21/94
to
04/30/95
Shares sold $ 38,406,884
Shares issued in reinvestment of distributions 93,146
Shares redeemed (3,737,548)
Net increase in shares of beneficial interest outstanding
34,762,482
Outstanding shares at:
Beginning of period 0
End of Period $ 34,762,482
<FN>
</TABLE>
<TABLE>
Statement of Assets and Liabilities
April 30, 1995 (Unaudited)
<S>
ASSETS:
Investment securities, at value (Note 1) <FN1>
Cash
Receivable for investment securities sold
Dividends and interest receivable
Unamortized organization costs (Note 1) <FN1>
Variation margin receivable on futures contracts
Other assets
Total Assets
LIABILITIES:
Payable for investment securities purchased
Accrued liabilities:
Advisory fees (Note 2)
Administration fees (Note 2)
Organization costs payable
Other accrued expenses
Total Liabilities
NET ASSETS APPLICABLE TO INVESTORS' BENEFICIAL INTERESTS
Cost of Investments
<FN>
See notes to financial statements.
Statement of Operations For the Period November 1, 1994 throu
INVESTMENT INCOME (Note 1): <FN1>
Interest
Dividends
Foreign taxes withheld
Total investment income
EXPENSES:
Advisory fees (Note2) <FN2>
Administration fees (Note2) <FN2>
Professional fees
Sub-custodian fees (Note2) <FN2>
Custodian fees
Trustee fees
Miscellaneous expense
Amortization of organization costs (Note1) <FN1>
Total expenses
Net investment income
REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) on:
Investments
Futures transactions
Net realized gain
Change in net unrealized appreciation/depreciation on:
Investments
Futures contracts
Change in net unrealized appreciation/depreciation
Net realized and unrealized gain (loss)
Net increase (decrease) in net assets resulting from operatio
<FN>
See notes to financial statements.
Statement of Changes in Net Assets For the Periods Indicated
<CAPTION>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income
Net realized gain (loss) on investments and futures
Change in net unrealized appreciation/depreciation on in
Increase in net assets resulting from operations
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
Contributions
Withdrawals
Net increase from transactions in investor's beneficial inte
Net increase in net assets
NET ASSETS:
Beginning of period
End of period
* Commencement of operations
<FN>
Growth & Income
Portfolio
<C>
$1,692,602,499
546
5,223,400
4,761,540
28,024
315,375
0
1,702,931,384
12,347,350
551,326
68,916
40,000
63,030
13,070,622
$1,689,860,762
$1,576,403,840
gh April 30, 1995 (Unaudited)
Growth & Income
Portfolio
$14,400,083
13,907,688
(46,464)
28,261,307
3,143,965
392,996
34,712
36,696
55,019
2,480
24,329
3,962
3,694,159
24,567,148
14,273,925
1,641,428
15,915,353
55,317,211
6,474,792
61,792,003
77,707,356
$102,274,504
(Unaudited)
Growth & Income
Portfolio
11/1/94 11/29/93*
Through Through
4/30/95 10/31/94
<C> <C>
$24,567,148 $30,288,120
15,915,353 (4,034,603)
61,792,003 9,175,252
102,274,504 35,428,769
289,620,716 1,858,407,526
(287,553,758) (308,316,995)
2,066,958 1,550,090,531
104,341,462 1,585,519,300
1,585,519,300 0
$1,689,860,762 $1,585,519,300
</TABLE>
<TABLE>
Statement of Assets and Liabilities
April 30, 1995 (Unaudited)
<S>
ASSETS:
Investment securities, at value (Note 1) <FN 1>
Cash
Receivable for investment securities sold
Dividends and interest receivable
Unamortized organization costs (Note 1) <FN 1>
Variation margin receivable on futures contracts
Other assets
Total Assets
LIABILITIES:
Payable for investment securities purchased
Accrued liabilities:
Advisory fees (Note 2)
Administration fees (Note 2) <FN 2>
Organization costs payable
Other accrued expenses
Total Liabilities
NET ASSETS APPLICABLE TO INVESTORS' BENEFICIAL INTERESTS
Cost of Investments
<FN>
See notes to financial statements.
Statement of Operations For the Period November 1, 1994 throu
INVESTMENT INCOME (Note 1): <FN 1>
Interest
Dividends
Foreign taxes withheld
Total investment income
EXPENSES:
Advisory fees (Note 2) <FN 2>
Administration fees (Note 2) <FN 2>
Professional fees
Sub-custodian fees (Note 2) <FN 2>
Custodian fees
Trustee fees
Miscellaneous expense
Amortization of organization costs (Note 1) <FN 1>
Total expenses
Net investment income
REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) on:
Investments
Futures transactions
Net realized gain
Change in net unrealized appreciation/depreciation on:
Investments
Futures contracts
Change in net unrealized appreciation/depreciation
Net realized and unrealized gain (loss)
Net increase (decrease) in net assets resulting from operatio
<FN>
See notes to financial statements.
Statement of Changes in Net Assets For the Periods Indicated
<CAPTION>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income
Net realized gain (loss) on investments and futures
Change in net unrealized appreciation/depreciation on in
Increase in net assets resulting from operations
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS:
Contributions
Withdrawals
Net increase from transactions in investor's beneficial inte
Net increase in net assets
NET ASSETS:
Beginning of period
End of period
* Commencement of operations
<FN>
Growth & Income
Portfolio
<C>
$1,692,602,499
546
5,223,400
4,761,540
28,024
315,375
0
1,702,931,384
12,347,350
551,326
68,916
40,000
63,030
13,070,622
$1,689,860,762
$1,576,403,840
gh April 30, 1995 (Unaudited)
Growth & Income
Portfolio
$14,400,083
13,907,688
(46,464)
28,261,307
3,143,965
392,996
34,712
36,696
55,019
2,480
24,329
3,962
3,694,159
24,567,148
14,273,925
1,641,428
15,915,353
55,317,211
6,474,792
61,792,003
77,707,356
$102,274,504
(Unaudited)
Growth & Income
Portfolio
11/1/94 11/29/93*
Through Through
4/30/95 10/31/94
<C> <C>
$24,567,148 $30,288,120
15,915,353 (4,034,603)
61,792,003 9,175,252
102,274,504 35,428,769
289,620,716 1,858,407,526
(287,553,758) (308,316,995)
2,066,958 1,550,090,531
104,341,462 1,585,519,300
1,585,519,300 0
$1,689,860,762 $1,585,519,300
</TABLE>
<TABLE>
<CAPTION>
Growth and Income Portfolio
Portfolio of Investments April 30, 1995 (unaudited)
<S>
Issuer
Long-Term Investments - 82.84%
Common Stock - 70.22%
Aerospace - 3.09%
Allied-Signal, Inc.
Lockheed Martin Corp.
Loral Corp.
Rockwell International
Sundstrand Corp.
United Technologies, Corp.
Agriculture - 0.85%
AGCO Corp.
Deere & Co.
Apparel / Textiles - 0.25%
Fieldcrest Cannon, Inc.*
V.F. Corp.
Automotive - 2.02%
Chrysler Corp.
Dana Corp.
Echlin, Inc.
General Motors
Banking - 2.59%
Bank of New York
Citicorp
First Union Corp.
NationsBank Corp.
Broadcasting - 0.55%
CBS, Inc.
Chemicals - 1.88%
duPont (EI) deNemours
FMC Corp.*
Union Carbide Corp.
Computer Software - 0.84%
Computer Associates International
Reynolds & Reynolds, Inc., Class A
Computers/Computer Hardware - 2.01%
Comdisco, Inc.
Compaq Computer*
Sun Microsystems, Inc.*
Consumer Products - 3.29%
Brunswick Corp.
Black & Decker Corp.
First Brands Corp.
Philip Morris Companies, Inc.
Premark International, Inc.
RJR Nabisco Holdings Corp.
Shaw Industries
Toro Co. <S>
Whirlpool Corp.
Diversified - 0.67%
Textron, Inc.
Electronics - 5.72%
Analog Devices, Inc.*
Arrow Electronics, Inc.*
Eaton Corp.
General Instrument Corp.*
General Motors Class H
Integrated Device Technology, Inc.*
National Semiconductor Corp.
Texas Instruments
Xilinx, Inc.*
Entertainment - 0.33%
Viacom, Inc. Class B*
Financial Services - 1.20%
American Express
Dean Witter, Discover & Co.
Federal National Mortgage Assoc.
Food/Beverage - 2.21%
Coca-Cola Enterprises, Inc.
ConAgra, Inc.
IBP, Inc.
PepsiCo., Inc.
Pioneer Hi-Bred International
Health Care - 2.13%
Baxter International Inc.
FHP International Corp.
Manor Care, Inc.
National Medical Enterprises*
U.S. HealthCare, Inc.
Home Building - 0.38%
Owens-Corning Fiberglass Corp.*
Insurance - 4.89%
American General Corp.
American International Group
Cigna Corp.
General Re Corp.
Kemper Corp.
Mid Ocean, Ltd. * (Bermuda)
Reliastar Financial Corp.
Transamerica Corp.
Travelers, Inc.
Manufacturing - 2.30%
Case Corp.
Johnson Controls
Mark IV Industries
Varity Corp.* <S>
Metals/Mining - 1.50%
Cyprus Amax Minerals Co.
Phelps Dodge Corp.*
Oil & Gas - 6.49%
Amoco Corp.
Ashland Inc.
British Petroleum PLC, ADR (United Kingdom)
Halliburton Company
Mobil Corp.
Panhandle Eastern Corp.
Phillips Petroleum Co.
Smith International*
Tenneco Inc.
Triton Energy Corp.*
Ultramar Corp.
Williams Companies, Inc.
Paper/Forest Products - 2.33%
Fort Howard Corp.
Georgia-Pacific
Mead Corp.
Willamette Industries
Pharmaceuticals - 1.53%
Allergan Inc.
Schering-Plough Corp.
Upjohn Company
Warner-Lambert Co.
Photographic Equipment - 0.44%
Eastman Kodak Co.
Pollution Control - 0.49%
Browning-Ferris Industries, Inc.
Publishing - 1.35%
Harcourt General, Inc.
The News Corporation, Ltd, ADR (Australia)
Tribune Co.
Real Estate Investment Trust - 0.01%
General Growth Properties
Retailing - 5.13%
American Stores
Caldor, Inc.*
Circuit City Stores, Inc.
Dayton-Hudson Corp.
Kroger Co.*
May Department Stores
Sears Roebuck & Co.
Shipping and Transportation - 3.79%
Alexander & Baldwin Inc.,
Burlington Northern, Inc.
Consolidated Railway, Inc.
CSX Corp.
<S>
Federal Express Corp.*
Ryder System
Southern Pacific Rail Corp.*
XTRA Corp.
Steel - 1.20%
LTV Corp.*
USX-US Steel Group, Inc.
Telecommunications - 3.59%
AT&T Corp.
Frontier Corp.
GTE Corp.
MCI Communications
Sprint Corp.
Tele-Communications, Class A*
U S West, Inc.
Tire & Rubber - 0.45%
Goodyear Tire & Rubber, Inc.
Utilities - 4.72%
CINergy Corp.
CMS Energy Corp.
DQE
Eastern Utilities Associates
Florida Progress Corp.
FPL Group Inc.
General Public Utilities
Oklahoma Gas & Electric Co.
PECO Energy Co.
Pinnacle West Capital Corp.
Tele Danmark A/S, ADS * (Denmark)
Total Common Stock
(Cost $1,087,094,137)
Equity Linked Securities - 0.80%
Financial Services - 0.80%
Salomon, Inc. 6.50% Amgen, Inc.
Salomon, Inc. 5.25% Hewlett-Packard
Total Equity Linked Securities
(Cost $11,162,750)
Convertible Preferred Stock - 3.48%
Automotive - 0.42%
Ford Motor Co., Ser. A, 8.4%
Banking/Finance - 0.24%
BankAmerica Corp., 6.5%
Computers/Computer Hardware - 0.69%
Ceridian Corp., 5.5%,
Health Care - 0.32%
FHP International Corp., Ser. A, 5.0%
<S>
Oil & Gas - 0.86%
Diamond Shamrock, 5%#
Occidental Petroleum, $3.00
Publishing - 0.21%
The News Corporation ADR, $.11(Australia)
Shipping and Transportation - 0.49%
Delta Airlines, Ser. C, $3.50
Steel - 0.25%
WHX Corp., Ser. B, $3.75
Total Convertible Preferred Stock
(Cost $53,175,090)
Stock Rights - 0.02%
Entertainment - 0.02%
Viacom, Inc., expires 9/25/95
Total Stock Rights
(Cost $0)
Floating Rate Notes - 1.47%
Financial Services - 1.47%
Goldman Sachs Variable Rate #, 6.55%, due
Total Floating Rate Notes
(Cost $25,000,000)
Convertible Corporate Bonds - 5.98%
Consumer - 0.62%
Grand Metropoliton Placing #, 6.50%, due
Financial Services - 0.35%
First Financial Managment, 5.00%, due
Health Care - 0.20%
Theratx Inc. #, 8.00%, due
Insurance - 0.68%
Aegon NV, # (Netherlands), 4.75%, due
Manufacturing - 0.53%
3 Com Corp. #, 10.25%, due
Metals/Mining - 0.62%
Coeur D'Alene Mines Corp., 6.00%, due
Freeport McMoran, 6.55%, due
Oil & Gas - 0.32%
Apache Corp. #, 6.00%, due
<S> <C>
Paper/Forest Products - 0.20%
International Paper Co., 5.75%, due
Pharmaceuticals - 0.45%
Ciba-Geigy AG # (Switzerland), 6.25%, due
ICN Pharmaceuticals, 8.50%, due
Publishing - 0.91%
Time Warner, Inc., 8.75%, due
Restaurants/Food Services - 0.30%
Boston Chicken, 4.50%, due
Retailing - 0.23%
Hechinger Co., 5.50%, due
Waban Inc., 6.50%, due
Shipping / Transportation - 0.57%
AMR, Corp., 6.13%, due
Total Convertible Corporate Bonds
(Cost $95,512,186)
U.S. Government Obligations - 0.87%
U.S. Treasury Bond, @ 9.25%, due
(Cost $14,430,500)
Total Long-Term Investments
(Cost $1,286,374,663)
Short-Term Investments - 17.16%
U.S. Government Obligations - 0.53%
U.S.Treasury Bill, 5.66%, due
(Cost $8,966,040)
Commercial Paper - 12.49%
Banking - 6.20%
Bank of Nova Scotia, 5.97%, due
Barclays U.S Funding Corp., 5.95%, due
Fuji Bank of New York, 6.08%, due
Finance - 6.29%
Federal Home Loan Bank, 5.87%, due
Greenwich Asset Funding, 6.02%, due
Household Finance Corp., 5.85%, due
Total Commercial Paper
(Cost $211,062,163)
Time Deposits - 4.14%
Sanwa Bank, 6.07%, due
Sumitomo Bank, 6.18%, due
Total Time Deposits
(Cost $70,000,974)
Total Short-term Investments
(Cost $290,029,177)
Total Investments - 100.00%
(Cost $1,576,403,840) </TABLE>
<TABLE>
<CAPTION>
<S>
Purchased Index Futures Outstanding
Number
Expiratio of
Description (A) Date
Contract
<C> <C>
S & P 500 Index June 1995
235
S & P 500 Index June 1995
200
(A) One contract equals 500 shares.
ADS = American Depository Shares
ADR = American Depository Receipt
# = Security may only be sold to qualified institutional
investor
* = Non-income producing security.
@ = A portion of this security is pledged to cover financial
futu
<FN>
See notes to financial statements.
</TABLE>
Shares Value
[C] [C]
250,000 $9,906,250
122,250 7,059,938
200,000 9,400,000
50,000 2,181,250
100,000 5,550,000
250,000 18,281,250
52,378,688
175,000 6,234,375
100,000 8,200,000
14,434,375
25,000 553,125
75,000 3,787,500
4,340,625
150,000 6,468,750
300,000 7,725,000
300,000 10,950,000
200,000 9,025,000
34,168,750
300,000 9,862,500
375,000 17,390,625
200,000 9,050,000
150,000 7,500,000
43,803,125
145,075 9,302,804
300,000 19,762,500
75,000 4,603,125
235,000 7,520,000
31,885,625
150,000 9,656,250
175,000 4,637,500
14,293,750
180,000 5,062,500
525,000 19,950,000
225,000 8,971,875
33,984,375
325,000 6,946,875
240,000 7,200,000
85,000 3,272,500
125,000 8,468,750
146,700 7,078,275
200,000 5,475,000
195,000 2,559,375
120,000 3,465,000
[C] [C]
205,000 11,223,750
55,689,525
200,000 11,400,000
200,000 5,375,000
150,000 6,975,000
325,000 18,646,875
450,000 15,356,250
300,000 11,737,500
100,000 3,812,500
300,000 6,862,500
175,099 18,560,494
125,000 9,593,750
96,919,869
121,230 5,561,426
200,000 6,950,000
107,806 4,568,279
100,000 8,825,000
20,343,279
300,000 6,712,500
225,000 7,481,250
140,000 5,180,000
300,000 12,487,500
150,000 5,625,000
37,486,250
500,000 17,375,000
200,000 4,750,000
125,000 3,671,875
350,000 5,950,000
162,600 4,349,550
36,096,425
175,000 6,409,375
416,300 13,737,900
170,000 18,147,500
125,000 9,078,125
60,000 7,642,500
200,000 9,050,000
120,000 3,390,000
140,000 5,022,500
150,000 8,493,750
200,000 8,275,000
82,837,275
330,000 8,373,750
200,000 10,850,000
157,500 2,835,000
400,000 16,900,000
38,958,750
300,000 8,362,500
300,000 16,987,500
25,350,000
200,000 13,125,000
330,000 12,210,000
75,000 6,459,375
325,000 12,471,875
125,000 11,859,375
200,000 4,800,000
400,000 14,000,000
194,200 3,349,950
150,000 6,881,250
250,000 9,625,000
200,000 5,225,000
300,000 9,862,500
109,869,325
400,000 5,100,000
100,000 7,937,500
170,000 8,797,500
345,000 17,681,250
39,516,250
150,000 4,068,750
140,000 10,552,500
200,000 7,250,000
50,000 3,987,500
25,858,750
130,000 7,475,000
250,000 8,250,000
200,000 8,175,000
300,000 5,850,000
150,000 8,868,750
22,893,750
12,100 245,025
725,000 18,578,125
200,000 3,875,000
350,000 9,056,250
250,000 16,781,250
200,000 5,100,000
475,000 17,218,750
300,000 16,275,000
86,884,375
130,000 2,876,250
140,000 8,330,000
200,000 10,925,000
200,000 15,925,000
[C] [C]
100,000 6,800,000
300,000 7,012,500
150,000 2,606,250
200,000 9,650,000
64,125,000
300,000 4,275,000
525,000 16,012,500
20,287,500
225,000 11,418,750
200,000 4,025,000
500,000 17,062,500
190,000 4,132,500
275,000 9,075,000
350,000 6,693,750
200,000 8,275,000
60,682,500
200,000 7,600,000
200,000 5,025,000
500,000 11,687,500
100,000 3,375,000
200,000 4,775,000
300,000 9,150,000
285,000 10,473,750
150,000 4,275,000
150,000 5,156,250
324,100 8,345,575
700,000 15,050,000
100,000 2,625,000
79,938,075
1,189,269,841
100,000 5,825,000
82,000 7,759,250
13,584,250
13,584,250
80,000 7,050,000
75,000 4,078,125
150,000 11,700,000
225,000 5,315,625
120,000 6,615,000
140,000 7,980,000
14,595,000
200,000 3,600,000
150,000 8,212,500
100,000 4,200,000
58,751,250
200,000 262,500
262,500
Principal
Amount
05/04/95 *********** 24,862,500
24,862,500
01/31/00 9,500,000 10,396,800
12/15/99 5,000,000 5,967,950
02/01/02 3,800,000 3,431,856
11/01/04 10,000,000 11,525,000
11/01/01 7,750,000 8,896,845
06/10/02 5,000,000 4,587,500
01/15/01 6,500,000 5,934,825
10,522,325
01/15/02 5,000,000 5,396,500
[C] [C] [C]
09/23/02 3,000,000 3,348,630
03/15/16 3,000,000 2,760,000
11/15/99 5,000,000 4,962,500
7,722,500
01/10/15 15,250,000 15,364,375
02/01/04 6,000,000 5,055,000
04/01/12 1,600,000 1,062,000
07/01/02 3,000,000 2,767,500
3,829,500
11/01/24 10,000,000 9,645,200
101,102,481
02/15/16 12,400,000 14,740,500
1,402,573,322
05/25/95 9,000,000 8,966,040
05/25/95 35,000,000 34,860,700
05/30/95 35,000,000 34,832,243
06/05/95 35,000,000 35,002,778
104,695,721
06/26/65 35,000,000 34,680,411
05/08/95 35,000,000 34,959,031
05/01/95 36,727,000 36,727,000
106,366,442
211,062,163
05/15/95 35,000,000 35,000,974
05/08/95 35,000,000 35,000,000
70,000,974
290,029,177
$1,692,602,499
Original Nominal Unrealized
Nominal Value at Appreciation
Value 4/30/95 (Depreciation)
[C] [C] [C]
********************** $3,281,759
48,887,014 51,675,000 2,787,986
********************** $6,069,745
<PAGE>
GROWTH & INCOME PORTFOLIO
Financial Statements
April 30, 1995
(Unaudited)
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements.
The Financial Statements for the Maxim
Vista Growth & Income
Portfolio and for Growth & Income
Portfolio are included in Part
B.
(b) Exhibits.
Items (b)(1)-(10), b(12) and b(13) are
incorporated by reference to
Registrant's Pre-Effective Amendment No.
1 to its Registration
Statement dated March 10, 1982.
Items (b)(5) and (b)(8) are incorporated
by reference to Registrant's
Post-Effective Amendment No. 24 dated
March 1, 1993.
Computation of Performance Quotations
[Item (b)(16)] is
incorporated by reference to Registrant's
Post-Effective Amendment
No. 18 to its Registration Statement
dated May 1, 1989.
(11) Written Consents
(a) Written consent of
Jorden Burt & Berenson.
Item 25. Persons Controlled by or under Common Control with
Registrant.
The organizational chart showing persons
controlled by or under
common control with Registrant follows
this page.
Item 26. Number of Holders of Securities:
(1)
(2)
Number of Record
Holders
Title of Class
as of April 30, 1995
Common Stock ($.10 par value)
- 1 -
Item 27. Indemnification.
Item 4, Part II, of Registrant's Pre-Effective
Amendment No. 1 to its
Registration Statement is herein incorporated by
reference.
C-1
<PAGE>
Item 28. Business and Other Connections of Investment
Adviser.
Part A to Item 5, Part II to Registrant's
Post-Effective Amendment No. 7
to its Registration Statement is herein
incorporated by reference.
Item 29. Principal Underwriter.
Not applicable.
Item 30. Location of Accounts and Records.
Item 7, Part II, of Registrant's Pre-Effective
Amendment No. 1 to its
Registration Statement is herein incorporated by
reference.
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) Registrant undertakes to furnish each person
to whom a prospectus
is delivered with a copy of Registrant's latest
annual report to shareholders
upon request and without charge.
C-2<PAGE>
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 of this Registration
Statement pursuant to Rule 485(b) and has duly caused
Post-Effective Amendment No. 41 to the Registration
Statement to be signed on its behalf, in the City of
Englewood, State of Colorado, on the 30th day of June,
1995.
MAXIM SERIES FUND, INC.
(Registrant)
By: /s/ D. Low
President (D. Low)
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 41 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/ D. Low
6/30/95
President (D. Low)
/s/ D. Low
6/30/95
Director (D. Low)
Director (R. Jennings)
Director (R.P. Koeppe)
Director (J.D. Motz)
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 of this Registration
Statement pursuant to Rule 485(b) and has duly caused
Post-Effective Amendment No. 41 to the Registration
Statement to be signed on its behalf, in the City of
Englewood, State of Colorado, on the day of June,
1995.
MAXIM SERIES FUND, INC.
(Registrant)
By:
President (D. Low)
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 41 to the
Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
Signature and Title
Date
President (D. Low)
Director (D. Low)
Director (R. Jennings)
Director (R.P. Koeppe)
/s/ J.D. Motz
6/29/95
Director (J.D. Motz)
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 of this Registration
Statement pursuant to Rule 485(b) and has duly caused
Post-Effective Amendment No. 41 to the Registration
Statement to be signed on its behalf, in the City of
Englewood, State of Colorado, on the day of June,
1995.
MAXIM SERIES FUND, INC.
(Registrant)
By:
President (D. Low)
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 41 to the
Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
Signature and Title
Date
President (D. Low)
Director (D. Low)
/s/ R. Jennings*
7/6/95
Director (R. Jennings)
/s/ R.P. Koeppe*
7/6/95
Director (R.P. Koeppe)
Director (J.D. Motz)
S-1
Signature and Title
Date
/s/ S. Zisman*
7/6/95
Director (S. Zisman)
Treasurer (G.R. Derback)
Principal Financial Officer
(G.R. Derback)
Principal Accounting Officer
(G.R. Derback)
*By:/s/ R.B. Lurie
R.B. Lurie
Attorney-in-fact pursuant to Powers of Attorney filed
under Post-Effective Amendment No. 19 to this
Registration Statement.
S-2<PAGE>
Signature and Title
Date
Director (S. Zisman)
/s/ G.R. Derback
6/29/95
Treasurer (G.R. Derback)
/s/ G.R. Derback
6/29/95
Principal Financial Officer
(G.R. Derback)
/s/ G.R. Derback
6/29/95
Principal Accounting Officer
(G.R. Derback)
*By:
R.B. Lurie
Attorney-in-fact pursuant to Powers of Attorney filed
under Post-Effective Amendment No. 19 to this
Registration Statement.
S-2
SIGNATURES
Growth and Income Portfolio has duly caused this
amendment to the Registration Statement of Maxim Vista
Growth & Income Portfolio, a series of Maxim Series Fund,
Inc., to be signed on its behalf by the undersigned,
thereunto duly authorized pursuant to a resolution
adopted in Hamilton, Bermuda on the 15th day of April,
1994.
GROWTH AND
INCOME PORTFOLIO
/s/ H. Richard
Vartabedian
H. Richard
Vartabedian,
Chairman
This amendment No. 41 to the 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.
Signatures Title
Date
/s/ H. Richard Vartabedian Chairman and
6/22/95
H. Richard Vartabedian Trustee
/s/ Richard E. Ten Haken Trustee
6/22/95
Richard E. Ten Haken
/s/ Stuart W. Cragin, Jr. Trustee
6/22/95
Stuart W. Cragin, Jr.
/s/ Fergus Reid, III Trustee
6/22/95
Fergus Reid, III
/s/ Irv Thode Trustee
6/22/95
Irv Thode
S-3 <PAGE>
(11)(a)
CONSENT OF JORDEN BURT & BERENSON<PAGE>
June 29, 1995
Maxim Series Fund, Inc.
8515 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
We hereby consent to the use of our name under the caption
Legal
Counsel for the Fund in the Prospectus contained in Post-Effective
Amendment No. 41 to the Registration Statement on Form N-1A (File
No.
2-75503) filed by Maxim Series Fund, Inc. with the Securities and
Exchange
Commission under the Securities Act of 1933 and the Investment
Company
Act of 1940.
Very truly
yours,
/s/ Jorden Burt
& Berenson
JORDEN BURT &
BERENSON
