MAXIM SERIES FUND INC
N-30D/A, 1995-07-06
DRILLING OIL & GAS WELLS
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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.

</TABLE>Continued)
<TABLE>
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:

<PAGE>
Increases inDecreases inPortfolio
Investment<PAGE>
Portfolio
Investment<PAGE>
Maxim Vista Growth &
Income Portfolio<PAGE>
$
<PAGE>
40,405,932$
<PAGE>
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
<PAGE>




                                                         
</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)  <FN2>
              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>



<PAGE>
  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)  <FN2>
              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>
                    <Catpion>
    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
    





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