As filed with the Securities and Exchange Commission on
April 29, 1996
Registration No. 2-75503
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 (X)
Pre-Effective Amendment No. ( )
Post-Effective Amendment No. 45 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 45 (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 & Johnson, LLP
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)
immediately upon filing pursuant to paragraph (b)
of Rule 485
X on April 30, 1996 pursuant to paragraph (b) of Rule
485
60 days after filing pursuant to paragraph (a)(1)
of Rule 485
on pursuant to paragraph (a)(1) of Rule
485
75 days after filing pursuant to paragraph (a)(2)
of Rule 485
on pursuant to paragraph (a)(2) of Rule
485.
If appropriate, check the following:
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. The Rule
24F-2 Notice for Registrant's fiscal year was filed
February 27, 1996 .<PAGE>
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
Holders of Securities Redemption of
Shares
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
Securities Being Offered Redemption of
Shares
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
diversified investment portfolios: the Money Market
Portfolio, the Bond Portfolio, the Stock Index Portfolio,
the U.S. Government Securities Portfolio, the Total
Return Portfolio, the Small-Cap Index Portfolio, the
International Equity Portfolio, the Mid-Cap Portfolio,
the Maxim T. Rowe Price Equity/Income Portfolio, the
Maxim INVESCO Small-Cap Growth Portfolio, the Maxim
INVESCO ADR Portfolio, the Small-Cap Value Portfolio and
the Corporate Bond Portfolio.
The investment objective of the Money Market
Portfolio is preservation of capital, liquidity and the
highest possible current income consistent with the
foregoing objectives, through investments in short-term
money market securities. Shares of the Money Market
Portfolio are neither insured nor guaranteed by the U.S.
Government. Further, there is no assurance that the
Portfolio will be able to maintain a stable net asset
value of $1.00 per share.
The investment objective of the Bond Portfolio is to
seek to achieve maximum total return, consistent with the
preservation of capital, through investment in an
actively managed portfolio of debt securities.
The principal objective of the Stock Index Portfolio
is to provide investment results, before fees, that
correspond to the total return of the S&P 500 Index and
the S&P MidCap Index, weighted according to their pro
rata share of the market.
The investment objective of the U.S. Government
Securities Portfolio is to seek the highest level of
return consistent with preservation of capital and
substantial credit protection. The Portfolio seeks to
achieve this objective by investing primarily in
mortgage-related securities issued or guaranteed by an
agency or instrumentality of the U.S. Government, other
U.S. agency and instrumentality obligations, and in U.S.
Treasury obligations.
The objective of the Total Return Portfolio is to
seek to obtain the highest possible total return, a
combination of income and capital appreciation,
consistent with reasonable risk.
The objective of the Small-Cap Index Portfolio is to
provide investment results, before fees, that correspond
to the total return of the Russell 2000 Index.
The investment objective of the International Equity
Portfolio is long-term capital growth, which it seeks to
achieve through a flexible policy of investing in stocks
and debt obligations of companies outside the United
States.
The investment objective of the Mid-Cap Portfolio is
long-term growth of capital by normally investing at
least 65% of its assets in securities issued by medium-
sized companies.
The investment objective of the Maxim T. Rowe Price
Equity/Income Portfolio is to seek to provide substantial
dividend income and also capital appreciation by
investing primarily in dividend-paying common stocks of
established companies. In pursuing its objective, the
Portfolio will emphasize companies with favorable
prospects for increasing dividend income and secondarily,
capital appreciation.
The investment objective of the Maxim INVESCO Small-
Cap Growth Portfolio is to seek long-term capital growth.
The Portfolio seeks to achieve this objective by
investing its assets principally in a diversified group
of equity securities of emerging growth companies with
market capitalizations of $1 billion or less at the time
of initial purchase ("small-cap companies").
The investment objective of the Maxim INVESCO ADR
Portfolio is to seek to achieve a high total return on
investment through capital appreciation and current
income, while reducing risk through diversification. In
pursuing this objective, substantially all of the
Portfolio's assets will be invested in foreign securities
that are issued in the form of American Depository
Receipts ("ADRs") or foreign stocks that are registered
with the Securities and Exchange Commission ("SEC") and
traded in the U.S.
The investment objective of the Small-Cap Value
Portfolio is to achieve long-term capital appreciation by
investing primarily in common stocks, although the
Portfolio may also invest in other securities, including
restricted and preferred stocks.
The investment objective of the Corporate Bond
Portfolio is high total investment return. The Corporate
Bond Portfolio seeks to achieve its investment objective
by investing primarily in debt securities (including
convertibles), although up to 20% of its total assets at
the time of acquisition may be invested in preferred
stocks.
This Prospectus sets forth concisely the information
about the Fund 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 April 30, 1996. <PAGE>
FINANCIAL HIGHLIGHTS
MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993, 1992, 1991,
1990,
1989, 1988, 1987, and 1986
The following tables should be read in conjunction with the
financial
statements and related notes included in the Statement of
Additional
Information
Money Market Portfolio
Years Ended December 31,
1995 1994 1993
1992 1991 1990
1989 1988 1987
1986
Net Asset Value, Beginning of Period
$ 1.0007 $ 1.0007 $ 1.0007
$ 1.0006 $ 1.0005 $ 1.0027
$ 1.0014 $ 1.0002 $ 0.9988
$ 0.9979
Income from Investment Operations
Net investment income
0.0555 0.0394 0.0278
0.0343 0.0565 0.0766
0.0870 0.0711 0.0635
0.0603
Net Gains or Losses on Securities (realized and unrealized)
- - - -
0.0001 0.0001 (0.0022)
0.0013 0.0018 0.0014
0.0009
Total from Investment Operations
0.0555 0.0394 0.0278
0.0344 0.0566 0.0744
0.0883 0.0729 0.0649
0.0612
Less Distributions
Dividends (from net investment income)
(0.0555) (0.0394) (0.0278)
(0.0343) (0.0565) (0.0766)
(0.0870) (0.0711) (0.0635)
(0.0603)
Distributions (from capital gains)
- - - -
- - - -
- - (0.0006) -
- -
Initial Capitalization
- - - -
- - - -
- - - -
- -
Returns of Capital Total Distributions
(0.0555) (0.0394) (0.0278)
(0.0343) (0.0565) (0.0766)
(0.0870) (0.0717) (0.0635)
(0.0603)
Net Asset Value End of Period
$ 1.0007 $ 1.0007 $ 1.0007
$ 1.0007 $ 1.0006 $ 1.0005
$ 1.0027 $ 1.0014 $ 1.0002
$ 0.9988
Net Assets, End of Period
277,257,289 186,587,262 96,997,973
64,220,562 52,118,377 36,738,618
28,749,125 24,590,994 18,947,848
5,015,383
Ratio of Expenses to Average Net Assets
0.46% 0.46% 0.46%
0.46% 0.48% 0.50%
0.50% 0.50% 0.50%
0.50%
Ratio of Net Income to Average Net Assets
5.55% 3.96% 2.82%
3.43% 6.15% 8.14%
9.18% 7.61% 6.85%
6.54%
Portfolio Turnover Rate
- - -
- - -
- - -
-
BOND PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993, 1992, 1991,
1990, 1989,
1988, 1987, and 1986
The following tables should be read in conjunction with the
financial statements and related notes included
in the Statement of Additional Information
Bond Portfolio
"Years Ended December 31,"
1995 1994 1993
1992 1991 1990
1989 1988 1987
1986
Net Asset Value, Beginning of Period
$ 1.1352 $ 1.2274 $ 1.2259
$ 1.2929 $ 1.2312 $ 1.2297
$ 1.1725 $ 1.2002 $ 1.2640
$ 1.1589
Income from Investment Operations
Net investment income
0.0736 0.0634 0.0632
0.0831 0.0939 0.0946
0.0918 0.0916 0.0851
0.0866
Net Gains or Losses on Securities (realized and unrealized)
(0.0949) (0.0922) 0.0326
(0.0053) 0.0798 0.0015
0.0572 (0.0275) (0.0495)
0.1064
Total from Investment Operations
0.1685 (0.0288) 0.0958
0.0778 0.1737 0.0961
0.1490 0.0641 0.0356
0.1930
Less Distributions Dividends (from net investment income)
(0.0736) (0.0634) (0.0632)
(0.0760) (0.0884) (0.0946)
(0.0918) (0.0918) (0.0850)
(0.0861)
Distributions (from capital gains)
- - (0.0311) (0.0311)
(0.0688) (0.0236) -
- - - (0.0018)
- -
Initial Capitalization
- - - -
- - - -
- - (0.0144) -
_
Returns of Capital Total Distributions
(0.0736) (0.0634) (0.0943)
(0.1448) (0.1120) (0.0946)
(0.0918) (0.0918) (0.0994)
(0.0879)
Net Asset Value End of Period
$ 1.2301 $ 1.1352 $ 1.2274
$ 1.2259 $ 1.2929 $ 1.2312
$ 1.2297 $ 1.1725 $ 1.2002
$ 1.2640
Total Return (1)
15.21% -2.36% 8.56%
6.24% 14.70% 8.21%
13.11% 5.40% 2.82%
17.09%
Net Assets, End of Period
80,025,099 68,965,299 84,696,187
69,974,484 88,545,656 62,311,336
47,442,300 35,806,047 27,251,255
19,994,226
Ratio of Expenses to Average Net Assets
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60%
Ratio of Net Income to Average Net Assets
6.16% 5.33% 5.02%
5.93% 7.64% 8.41%
8.21% 8.27% 7.64%
7.52%
Portfolio Turnover Rate
191.58% 60.85% 164.32%
157.97% 168.18% 89.91%
79.68% 80.62% 151.78%
95.56%
(1) The performance shown does not reflect fees or expenses
at
the separate account level.
STOCK INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993, 1992, 1991,
1990, 1989,
1988, 1987,and 1986
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Stock Index Portfolio *
Years Ended December 31,
1995 1994 1993
1992 1991 1990
1989 1988 1987
1986
Net Asset Value, Beginning of Period
$ 1.4978 $ 1.5575 $ 1.4506
$ 1.5206 $ 1.3191 $ 1.3947
$ 1.2986 $ 1.1788 $ 1.2743
$ 1.2141
Income from Investment Operations
Net investment income
0.0334 0.0350 0.0320
0.0383 0.0563 0.0682
0.0769 0.0605 0.0563
0.0487
Net Short-Term realized gain
0.0010
Net Gains or Losses on Securities (realized and unrealized)
0.4953 (0.0335) 0.1097
0.0502 0.2492 (0.0756)
0.1213 0.1518 0.0412
0.0974
Total from Investment Operations
0.5297 0.0015 0.1417
0.0885 0.3055 (0.0074)
0.1982 0.2123 0.0975
0.1461
Less Distributions
Dividends (from net investment income and net Short-Term
realized gains)
(0.0344) (0.0350) (0.0320)
(0.0382) (0.0542) (0.0682)
(0.0769) (0.0608) (0.0559)
(0.0487)
Distributions (from capital gains)
(0.0135) (0.0262) (0.0028)
(0.1203) (0.0498) -
(0.0252) (0.0317) (0.1371)
(0.0372)
Initial Capitalization
- - - -
- - - -
- - - -
- -
Returns of Capital Total Distributions
(0.0479) (0.0612) (0.0348)
(0.1585) (0.1040) (0.0682)
(0.1021) (0.0925) (0.1930)
(0.0859)
Net Asset Value End of Period
$ 1.9796 $ 1.4978 $ 1.5575
$ 1.4506 $ 1.5206 $ 1.3191
$ 1.3947 $ 1.2986 $ 1.1788
$ 1.2743
Total Return (1)
35.60% 0.14% 9.84%
5.87% 23.33% -0.58%
15.21% 17.91% 5.85%
13.25%
Net Assets, End of Period
707,459,637 497,339,992 562,189,394
462,539,021 359,177,318 223,661,178
182,730,744 134,553,151 97,806,067
49,376,907
Ratio of Expenses to Average Net Assets
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60%
Ratio of Net Income to Average Net Assets
1.91% 2.23% 2.14%
2.49% 4.33% 5.70%
6.15% 5.29% 4.61%
4.44%
Portfolio Turnover Rate
5.25% 11.98% 1.68%
118.83% 24.28% 26.41%
37.96% 44.65% 47.66%
38.85%
* From September 24, 1984 until December 1, 1992, the Portfolio's
name
was the Growth Portfolio, and prior to September 24, 1984 the
Portfolio's
name was the Income/Equity Portfolio. During these periods, the
Portfolio's investment policies differed from its current policies.
(1) The performance shown does not reflect fees or expenses
deducted
at the separate account level.
U.S. GOVERNMENT SECURITIES PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993, 1992, 1991,
1990, 1989,
1988, 1987, and 1986
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
U.S. Government Securities Portfolio *
Years Ended December 31,
1995 1994 1993
1992 1991 1990
1989 1988 1987
1986
Net Asset Value, Beginning of Period
$ 1.0138 $ 1.1061 $ 1.1141
$ 1.1206 $ 1.0779 $ 1.0708
$ 1.0292 $ 1.047 $ 1.0934
$ 1.0679
Income from Investment Operations
Net investment income
0.0723 0.0572 0.0881
0.1037 0.0775 0.0901
0.0869 0.0867 0.0800
0.0845
Net Gains or Losses on Securities (realized and unrealized)
0.0863 (0.0924) (0.0006)
(0.0069) 0.0709 0.0071
0.0416 (0.0179) (0.0382)
0.0271
Total from Investment Operations
0.1586 (0.0352) 0.0875
0.0968 0.1484 0.0972
0.1285 0.0688 0.0418
0.1116
Less Distributions Dividends (from net investment income)
(0.0723) (0.0571) (0.0887)
(0.0581) (0.0839) (0.0901)
(0.0869) (0.0869) (0.0800)
(0.0840)
Distributions (from capital gains)
- - - (0.0068)
(0.0452) (0.0218) -
- - - (0.0079)
(0.0021)
Initial Capitalization
- - - -
- - - -
- - - -
- -
Returns of Capital Total Distributions
(0.0723) (0.0571) (0.0955)
(0.1033) (0.1057) (0.0901)
(0.0869) (0.0869) (0.0879)
(0.0861)
Net Asset Value End of Period
$ 1.1001 $ 1.0138 $ 1.1061
$ 1.1141 $ 1.1206 $ 1.0779
$ 1.0708 $ 1.0292 $ 1.0473
$ 1.0934
Total Return (1)
16.09% -3.20% 9.35%
8.94% 14.34% 9.70%
13.10% 6.78% 3.96%
11.01%
Net Assets, End of Period
62,473,959 56,338,235 51,424,663
30,350,801 32,730,440 39,727,586
44,046,887 47,866,066 49,577,136
42,276,059
Ratio of Expenses to Average Net Assets
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60%
Ratio of Net Income to Average Net Assets
6.76% 5.47% 8.49%
4.96% 8.09% 9.11%
8.88% 8.84% 8.16%
8.38%
Portfolio Turnover Rate
185.57% (2) 308.47% 27.28%
42.15% 213.79% 138.07%
52.55% 36.83% 116.66%
206.62%
* From July 29, 1987 until May 1, 1990, the Portfolio's name was
the Government and High Quality Securities Portfolio and from
April 8, 1985 to July 29, 1987 the Portfolio's name was the
Government
Guaranteed Portfolio. During these periods, the Portfolio's
investment policies differed from its current policies.
(1) The performance shown does not reflect fees or expenses
deducted at the separate account level.
(2) In 1994, the Portfolio turnover rate was higher than in
past
years due to the impact of rising interest rates with respect to
the
reverse dollar repurchase (""dollar roll"") strategy utilized for
this
Portfolio. High Portfolio turnover rates may occur in the
future if similar economic conditions occur.
TOTAL RETURN PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993, 1992, 1991,
1990,
1989, 1988, and 1987 *
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Total Return Portfolio
Years Ended December 31,
1995 1994 1993
1992 1991 1990
1989 1988 1987
Net Asset Value, Beginning of Period
$ 1.1238 $ 1.2065 $ 1.1327
$ 1.1156 $ 1.0017 $ 1.0279
$ 0.9018 $ 0.8750 $ -
Income from Investment Operations
Net investment income
0.0421 0.0382 0.0326
0.0424 0.0979 0.0541
0.0542 0.0536 0.0180
Net Short-Term realized gains
0.0139
Net Gains or Losses on Securities (realized and unrealized)
0.1960 (0.0704) 0.1025
0.0165 0.1177 (0.0262)
0.1261 0.0271 (0.3738)
Total from Investment Operations
0.2520 (0.0322) 0.1351
0.0589 0.2156 0.0279
0.1803 0.0807 (0.3558)
Less Distributions
Dividends (from net investment income and Net Short -Term realized
gains)
(0.0560) (0.0382) (0.0326)
(0.0375) (0.0543) (0.0541)
(0.0542) (0.0539) (0.0178)
Distributions (from capital gains)
(0.0229) (0.0123) (0.0287)
(0.0043) (0.0474) -
- - - -
Initial Capitalization
- - - -
- - - -
- - - 1.2486
Returns of Capital Total Distributions
(0.0789) (0.0505) (0.0613)
(0.0418) (0.1017) (0.0541)
(0.0542) (0.0539) 1.2308
Net Asset Value End of Period
$ 1.2969 $ 1.1238 $ 1.2065
$ 1.1327 $ 1.1156 $ 1.0017
$ 1.0279 $ 0.9018 $ 0.8750
Total Return (1)
22.70% -2.68% 12.19%
5.45% 22.04% 2.92%
20.48% 9.34% -
Net Assets, End of Period
55,176,028 41,348,517 39,297,459
18,696,606 11,783,118 11,875,970
13,205,175 10,992,865 9,644,569
Ratio of Expenses to Average Net Assets
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60% 0.60% 0.50%
Ratio of Net Income to Average Net Assets
3.41% 3.30% 2.88%
3.56% 5.52% 5.98%
6.17% 6.56% 5.35%
Portfolio Turnover Rate
44.70% 74.85% 58.02%
29.26% 92.80% 59.96%
59.25% 92.15% 67.24%
"* The Total Return Portfolio was established effective July
29, 1987."
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
SMALL-CAP INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994 and 1993 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Small-Cap Index Portfolio
Years Ended December 31,"
1995 1994 1993
Net Asset Value, Beginning of Period
$ 0.9540 $ 1.0112 $ 1.0000
Income from Investment Operations
Net investment income
0.0102 0.0097 0.0009
Net Short-Term realized
gain
0.0095
Net Gains or Losses on Securities (realized and unrealized)
0.2298 (0.0572) 0.0112
Total from Investment Operations
0.2495 (0.0475) 0.0121
Less Distributions
Dividends (from net investment income and net Short-Term realized
gains)
(0.0197) (0.0097) (0.0009)
Distributions (from capital gains)
(0.0158) - -
Initial Capitalization
- - - -
Returns of Capital Total Distributions
(0.0355) (0.0097) (0.0009)
Net Asset Value End of Period
$ 1.1680 $ 0.9540 $ 1.0112
Total Return (1)
26.24% -4.69% 1.21%
Net Assets, End of Period
51,610,284 22,336,944 5,936,716
Ratio of Expenses to Average Net Assets
0.60% 0.60% 0.60% *
Ratio of Net Income to Average Net Assets
1.00% 1.20% 1.24% *
Portfolio Turnover Rate
30.17% 53.44% 0.72%
* Annualized
** The Small-Cap Index was established effective December 1, 1993.
(1) The performance shown does not reflect fees or expenses
deducted at the spearate
account level.
SMALL-CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994 and 1993 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Small-Cap Value Portfolio
Years Ended December 31,
1995 1994 1993
Net Asset Value, Beginning of Period
$ 0.9974 $ 1.0330 $
1.0000
Income from Investment Operations
Net investment income
0.0286 0.0068 0.0012
Net Short-Term realized
gain
0.0350
Net Gains or Losses on Securities (realized and unrealized)
0.0884 (0.0356) 0.0330
Total from Investment Operations
0.1520 (0.0288) 0.0342
Less Distributions
Dividends (from net investment income and net Short-Term realized
gains)
(0.0636) (0.0068) (0.0012)
Distributions (from capital gains)
(0.0189) - -
Initial Capitalization
- - - -
Returns of Capital Total Distributions
(0.0825) 0.0068 (0.0012)
Net Asset Value End of Period
$ 1.0669 $ 0.9974 $ 1.0330
Total Return (1)
15.51% -2.78% 3.42%
Net Assets, End of Period
20,769,579 9,721,848 3,007,882
Ratio of Expenses to Average Net Assets
1.35% # 1.33% # 1.33% *
#
Ratio of Net Income to Average Net Assets
2.51% 0.80% 1.52% *
Portfolio Turnover Rate
17.78% 16.81% -
* Annualized
** The Small-Cap Value Portfolio was established effective December
1, 1993.
Percentages are shown net of expenses reimbursed by The Great-West
Life Assurance Company.
(1) The performance shown does not reflect fees or expenses
deducted at
the separate account level.
INTERNATIONAL EQUITY PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994 and 1993 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
International Equity Portfolio
Years Ended December 31,
1995 1994 1993
Net Asset Value, Beginning of Period
$ 1.0673 $ 1.0110 $
1.0000
Income from Investment Operations
Net investment income
0.0190 0.0049 0.0009
Net Short-Term realized
gain
0.0034
Net Gains or Losses on Securities (realized and unrealized)
0.0722 0.0563 0.0110
Total from Investment Operations
0.0946 0.0612 0.0119
Less Distributions
Dividends (from net investment income and net Short-Term realized
gain
(0.0224) (0.0049) 0.0009)
Distributions (from capital gains)
- - - -
Initial Capitalization
- - - -
Returns of Capital Total Distributions
(0.0224) (0.0049) (0.0009)
Net Asset Value End of Period
$ 1.1395 $ 1.0673 $ 1.0110
Total Return (1)
8.93% 6.06% 1.19%
Net Assets, End of Period
55,017,668 32,180,949 3,126,038
Ratio of Expenses to Average Net Assets
1.50% # 1.49% # 1.48% *#
Ratio of Net Income to Average Net Assets
1.70% 1.25% 1.09% *
Portfolio Turnover Rate
20.28% 11.49%
* Annualized
** The International Equity Portfolio was established effective
December 1, 1993.
#Percentages are shown net of expenses reimbursed by The Great-West
Life Assurance Company.
(1) The performance shown does not reflect fees or expenses
deducted
at the separate account level.
MID-CAP PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995, and 1994 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Mid-Cap Portfolio
"Year Ended December 31,"
1995 1994
Net Asset Value, Beginning ofPeriod
$ 1.1003 $ 1.0000
Income from Investment Operations
Net investment income
0.0018 0.0076
Net Short-Term realized gain
0.0299
Net Gains or Losses on Securities (realized and unrealized)
0.2594 0.1003
Total from Investment Operations
0.2911 0.1079
Less Distributions
Dividends (from net investment income and net Short-Term realized
gain)
(0.0317) (0.0076)
Distributions (from capital gains)
(0.0059) -
Initial Capitalization
- - -
Returns of Capital Total Distributions
(0.0376) (0.0076)
Net Asset Value End of Period
$ 1.3538 $ 1.1003
Total Return (1)
26.50% 10.86%
Net Assets, End of Period
148,264,194 81,088,654
Ratio of Expenses to Average Net Assets
1.10% # 1.07% *#
Ratio of Net Income to Average Net Assets
0.13% 1.26%
Portfolio Turnover Rate
167.21% 166.12%
*Annualized
**The Mid-Cap Portfolio was established effective January 3, 1994.
(1) The performance shown does not reflect fees or expenses
deducted
at the separate account level.
#Percentages are shown net of expenses reimbursed by The Great-West
Life Assurance Company.
CORPORATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995 and 1994 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Corporate Bond Portfolio
Year Ended December 31,
1995 1994
Net Asset Value, Beginning of Period
$ 0.9716 $ 1.0000
Income from Investment Operations
Net investment income
0.0842 0.0137
Net Short-Term realized gain
0.0159
Net Gains or Losses on Securities (realized and unrealized)
0.1835 (0.0284)
Total from Investment Operations
0.2836 (0.0147)
Less Distributions
Dividends (from net investment income and Short-Term realized
gains)
(0.1001) (0.0137)
Distributions (from capital gains)
(0.0030) -
Initial Capitalization
- - -
Returns of Capital Total Distributions
0.1031 (0.0137)
Net Asset Value End of Period
$ 1.1521 $ 0.9716
Total Return (1)
30.19% -1.47%
Net Assets, End of Period
45,530,190 13,713,195
Ratio of Expenses to Average Net Assets
0.90% 1.08% *
Ratio of Net Income to Average Net Assets
7.89% 8.64% *
Portfolio Turnover Rate
24.70% 9.45%
* Annualized
**The Corporate Bond Portfolio was established effective November
1, 1994.
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
MAXIM T. ROWE PRICE EQUITY/INCOME
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995 and 1994 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Maxim T. Rowe Price Equity/Income
Year Ended December 31,
1995
1994
Net Asset Value, Beginning of Period
$ 0.9805 $ 1.0000
Income from Investment Operations
Net investment income
0.0345 0.0061
Net Short-Term realized gain
0.0051
Net Gains or Losses on Securities (realized and unrealized)
0.2841 (0.0195)
Total from Investment Operations
0.3237 (0.0134)
Less Distributions
Dividends (from net investment income and net Short-Term realized
gains (0.0061) (0.0396)
Distributions (from capital gains)
(0.0013) -
Initial Capitalization
- - -
Returns of Capital Total Distributions
(0.0409) (0.0061)
Net Asset Value End of Period
$ 1.2633 $ 0.9805
Total Return (1)
33.42% -1.34%
Net Assets, End of Period
10,950,195 2,110,302
Ratio of Expenses to Average Net Assets
0.95% # 0.95% * #
Ratio of Net Income to Average Net Assets
3.46% 3.90% *
Portfolio Turnover Rate
14.00% 2.74%
* Annualized
**The Maxim T. Rowe Price Equity/Income fund was established
effective
November 1, 1994.
# Percentage is shown net of expenses reimbursed by The Great-West
Life Assurance Company.
(1) The performance shown does not reflect fees or expenses
deducted at
the separate account level.
MAXIM INVESCO SMALL-CAP GROWTH
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995 and 1994 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Maxim INVESCO Small-Cap Growth
Year Ended December 31,
1995 1994
Net Asset Value, Beginning of Period
$ 1.0054 $ 1.0000
Income from Investment Operations
Net investment income
0.0069 0.0030
Net Short-Term realized gain
0.0272
Net Gains or Losses on Securities (realized and unrealized)
0.2846 0.0054
Total from Investment Operations
0.3187 0.0084
Less Distributions
Dividends (from net investment
income and net Short-Term
realized gain)
(0.0341) (0.0030)
Distributions (from capital
gains)
(0.0166) -
Initial Capitalization
- - -
Returns of Capital Total
Distributions
(0.0507) (0.0030)
Net Asset Value End of Period
$ 1.2734 $ 1.0054
Total Return (1)
31.79% 0.84%
Net Assets, End of Period
6,385,180 2,022,380
Ratio of Expenses to Average
Net Assets
1.10% # 1.08% * #
Ratio of Net Income to
Average Net Assets
0.58% 1.86% *
Portfolio Turnover Rate
266.64% -
* Annualized
**The Maxim INVESCO Small-Cap Growth fund was established effective
November
1, 1994.
# Percentage is shown net of expenses reimbursed by The Great-West
Life
Assurance Company.
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
MAXIM INVESCO ADR
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995 and 1994 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Maxim INVESCO ADR
Year Ended December 31,
1995 1994
Net Asset Value, Beginning of
Period
$ 0.9859 $ 1.0000
Income from Investment
Operations
Net investment income
0.0120 0.0026
Net Gains or Losses on
Securities (realized and
unrealized) 0.1396 (0.0141)
Total from Investment
Operations
0.1516 (0.0115)
Less Distributions
Dividends (from net investment
income)
(0.0120) (0.0026)
Distributions (from capital
gains)
- - -
Initial Capitalization
- - -
Returns of Capital Total
Distributions
(0.0120) (0.0026)
Net Asset Value End of Period
$ 1.1255 $ 0.9859
Total Return (1)
15.48% -1.16%
Net Assets, End of Period
2,681,969 1,976,834
Ratio of Expenses to Average
Net Assets
1.50% # 1.50% * #
Ratio of Net Income to
Average Net Assets
1.17% 1.56% *
Portfolio Turnover Rate
5.88% 2.42%
* Annualized
** The Maxim INVESCO ADR fund was established November 1, 1994.
# Percentage is shown net of expenses reimbursed by The Great-West
Life Assurance Company.
(1) 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 and Pinnacle Series Account of Great-West
Life & Annuity Insurance Company (GWL&A) and to the TNE
Series(k) Account and TNE Retirement Plan Series Account
(collectively, the "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 provided herewith.
Shares of the Fund are, and may in the future be, used to
fund benefits under other contracts issued by GWL&A, its
affiliates, TNE or other insurance companies. The
Great-West Life Assurance Company (Great-West) is the
Investment Adviser for the Fund. The day-to-day
management of certain Portfolios of the Fund is carried
out by sub-advisers which are not affiliated with Great-
West.
THE FUND PORTFOLIOS
Each portfolio has its own investment objective and
investment strategy. The investment objective of any
portfolio may not be changed without a vote of a majority
of the shares of that portfolio. A more detailed
description of the Fund's investment policies and a
glossary further describing certain investment securities
mentioned in the discussions that follow are contained in
the Statement of Additional Information.
Money Market Portfolio
The investment objectives of the Money Market
Portfolio are to preserve shareholder capital, to
maintain liquidity and to achieve the highest possible
current income consistent with the foregoing objectives
by investing in short-term money market securities.
The assets of the Money Market Portfolio are
invested in money market instruments with remaining
maturities not exceeding 13 months. The Money Market
Portfolio also maintains a dollar-weighted average
portfolio maturity of ninety days or less. The money
market instruments in which the Portfolio may invest
include the following:
1. U.S. government securities and government
agency securities. U.S. government securities consist of
various types of marketable securities by the United
States Treasury, such as bills, notes and bonds. Such
securities are direct obligations of the United States
government. U.S. government agency securities are debt
securities issued by government-sponsored enterprises,
federal agencies and international institutions. Such
securities are not direct obligations of the U.S.
Treasury but involve government sponsorship or
guarantees. Among the agencies whose debt securities may
be purchased are: the Government National Mortgage
Association and Federal Housing Administration, whose
instruments are supported by the full faith and credit of
the United States; the Farm Credit Bank, whose
instruments are not direct obligations of the United
States, although the Farm Credit Bank is supported by its
ability to borrow from the U.S. Treasury; and the Federal
Land Bank, Federal Home Loan Bank and Federal Home Loan
Mortgage Corporation, whose instruments are not supported
by the U.S. Treasury, but only by the credit of the
issuing agency;
2. Certificates of deposit, time deposits, swap
deposits and bankers' acceptances of (i) U.S. commercial
banks or savings and loan associations having total
assets in excess of $1 billion, or (ii) other U.S.
commercial banks or savings and loan associations,
foreign branches of U.S. banks, and U.S. branches of
foreign banks if such bank obligations are fully insured
by the Federal Deposit Insurance Corporation;
3. Commercial paper, including variable amount
master demand notes;
4. Repurchase and reverse repurchase agreements.
A repurchase agreement is an instrument under which the
purchaser (e.g., the Fund) acquires ownership of the
obligation (debt security) and the seller agrees at the
time of the sale to repurchase the obligation at a
mutually agreed upon time and price, thereby determining
the yield during the purchaser's holding period. This
results in a fixed rate of return insulated from market
fluctuations during such period. Reverse repurchase
agreements involve the sale of securities held by the
Portfolio, with an agreement to repurchase the securities
at an agreed upon price, date and interest payment.
Repurchase agreements could involve certain risks in the
event of default or insolvency of the other party to the
agreement, including possible delays or restrictions upon
the Portfolio's ability to dispose of the underlying
securities. The Investment Adviser, acting under the
supervision of the Board of Directors, reviews the credit
worthiness of those dealers with whom the Portfolio
enters into repurchase agreements; and
5. Other money market instruments that the
Portfolio may from time-to-time invest in include
floating rate notes and Eurodollar certificates of
deposit if denominated in U.S. currency.
The Money Market Portfolio generally invests in
instruments (other than U.S. government securities) that
have received the highest rating by at least one
nationally recognized statistical rating organization
("NRSRO") , securities whose issuer has received such
ratings with respect to a class of short-term debt
obligations that is comparable in priority and security
with the instrument acquired, or securities which are
determined or ratified by the Fund's Board of Directors
as being comparable to the foregoing securities. The
Money Market Portfolio only enters into repurchase
agreements that are collateralized entirely by U.S.
government securities or securities that, at the time the
repurchase agreement is entered into, are rated in the
highest rating categories by at least one NRSRO .
In addition to following the foregoing guidelines,
the Money Market Portfolio intends otherwise to comply
with the requirements of Rule 2a-7 under the Investment
Company Act of 1940, as applicable to the Portfolio.
Bond Portfolio
The investment objective of the Bond Portfolio is to
seek to achieve maximum total return, consistent with the
preservation of capital, through investment in an
actively managed portfolio of debt securities.
The Portfolio will normally consist of securities
with various maturities but the weighted average maturity
will be 2 to 10 years.
Under normal circumstances, the Portfolio intends to
invest at least 65% of its net assets in debt securities
of the U.S. Government and its agencies; foreign
governments, agencies and supra-national organizations;
and, domestic or foreign corporations. The Portfolio may
also invest in mortgage related and other asset-backed
securities, domestic and foreign commercial banks and
money markets including commercial paper, bankers
acceptances, certificates of deposit, time deposit and
repurchase agreements.
Foreign debt exposure will be limited to a maximum
of 40% of total assets at the time of acquisition in
foreign debt, with a maximum of 20% of total assets at
the time of acquisition in non U.S. dollar denominated
foreign debt. No more than 25% of the total assets (at
the time of acquisition) may be invested in securities of
issuers located in a single country, other than the U.S.
Please see "Foreign Investment Risks" in this prospectus.
Foreign currency exchange transactions may be
utilized in an attempt to protect against uncertainty in
the level of future exchange rates. Please see "Foreign
Currency Exchange Transactions" in this prospectus.
The Portfolio may invest in up to 10% of its total
assets at the time of acquisition in securities of below
investment grade quality, commonly referred to as "junk
bonds." Lower rated fixed-income securities generally
provide higher yields, but are subject to greater credit
and market risk than higher quality fixed-income
securities and are considered predominately speculative
with respect to the ability of the issuer to meet
principal and interest payments. In addition, the
secondary market may be less liquid for lower-rated
fixed-income securities which may make the valuation and
sale of these securities more difficult. Securities in
the lowest investment grade category (BBB by Standard &
Poor's Corporation ("S&P") or Baa by Moody's Investor
Service, Inc. ("Moody's)) have some speculative
characteristics.
The Portfolio will also be able to invest in when-
issued securities or forward commitments, engage in
securities lending, reverse repurchase agreements and
have the ability to borrow money for temporary
administrative or emergency purposes. Securities may be
purchased on a when-issued basis and may be purchased or
sold on a forward commitment basis in order to hedge
against anticipated changes in interest rates and prices
and/or secure a favorable rate of return. The Statement
of Additional Information contains more detailed
information about these investment practices.
In order to shorten/lengthen or hedge the duration
of the Portfolio and for the purpose of both hedging the
foreign currency and interest-rate risks associated with
the Portfolio securities and increasing the total return
of the Portfolio, active interest rate management
techniques through options, futures contracts, options on
certain futures contracts, interest rate swaps and
interest rate caps and floors may be utilized in the
Portfolio. The Statement of Additional Information
contains more detailed information about these investment
practices.
U.S. Government Securities Portfolio
The investment objective of the U.S. Government
Securities Portfolio is to seek the highest level of
return consistent with preservation of capital and
substantial credit protection. The Portfolio seeks to
achieve this objective by investing at least 65% of its
total assets in securities issued or guaranteed by the
U.S. Government or one of its agencies or
instrumentalities.
Investment by the U.S. Government Securities
Portfolio in U.S. government securities will include
direct pass-through mortgage certificates issued by those
government agencies whose obligations are backed by the
full faith and credit of the United States government,
such as the Government National Mortgage Association
(GNMA) or Federal Housing Administration. Such
pass-through certificates represent individual interests
in pools of mortgages insured by the Veterans
Administration, the Farmers' Home Association, Federal
Housing Administration or other government agency. Owners
of pass-through certificates are entitled to receive a
pro-rata share of the net payments received on the
underlying mortgages, hence such payments are passed
through to the owner. Accordingly, the amount and
frequency of payments on such pass-through certificates
depends on the rate of prepayments on the underlying
mortgages, which may vary based upon a variety of
economic factors.
The Portfolio may also invest in other U.S.
government securities, such as U.S. Treasury bills, notes
and bonds, or in certificates representing individual
interests in pools of such U.S. Treasury securities. The
payment of principal and interest to the Portfolio on
such certificates is fully backed by the U.S. government.
The Portfolio may additionally invest in securities
issued by the Federal National Mortgage Association
(FNMA) and the Federal Home Loan Mortgage Corporation
(FHLMC).
FNMA and FHLMC both issue mortgage-backed securities
that are similar to GNMAs in that they represent
interests in pools of mortgage loans. FNMA guarantees
timely payment of interest and principal on its
certificates. FHLMC guarantees timely payment of interest
and ultimate payment of principal. The FNMA and FHLMC
guarantees are backed only by those agencies and not by
the full faith and credit of the United States.
The Portfolio may also invest in private mortgage
pass-through securities and collateralized mortgage
obligations (CMOs). These CMOs may take the form of
those issued by private issuers and collateralized by
securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities.
The Portfolio may also enter into reverse dollar
repurchase agreements (dollar rolls) of mortgage-backed
securities in which the Portfolio sells securities for
delivery in the current month and simultaneously
contracts to repurchase substantially similar (same type,
coupon and maturity) securities on a specified future
date. During the roll period, the Portfolio forgoes
principal and interest paid on the mortgage-backed
securities. The Portfolio is compensated by the
difference between the current sales price and the lower
forward price for proceeds of the initial sale. Cash or
high quality liquid securities equal to the value of the
outstanding repurchase commitments are segregated from
general investible funds and will be marked to market
daily. The risk associated with dollar roll transactions
is that the securities may not be delivered and the
Portfolio may incur a loss or will have lost the
opportunity to otherwise invest the amount set aside for
such transaction in the segregated asset account. As of
December 31, 1995, 0% of the Portfolio was comprised of
investments subject to dollar roll transactions.
The Portfolio may purchase securities on a
when-issued basis and may purchase or sell securities on
a forward commitment basis in order to hedge against
anticipated changes in interest rates and prices and/or
secure a favorable rate of return. The Statement of
Additional Information contains more information about
these investment practices.
The market value of securities held by the Portfolio
can be expected to decline when interest rates rise.
Thus, the U.S. Government Securities Portfolio will
generally shorten the average maturity of the Portfolio
when interest rates are rising and lengthen the average
maturity when interest rates are falling in order to
optimize the total return of the Portfolio.
The Portfolio may also hold money market instruments
as it believes is advisable to maintain liquidity or for
temporary defensive purposes.
Total Return Portfolio
The investment objective of the Total Return
Portfolio is to seek to obtain the highest possible total
return, a combination of income and capital appreciation,
consistent with reasonable risk.
In seeking its investment objective, the Total
Return Portfolio invests in three market segments: equity
securities, fixed income securities and money market
instruments. The Portfolio invests in equity securities
consisting primarily of common stock of domestic issuers
and any warrants or rights which may be attached to such
common stock. The Portfolio may also, from time to time,
purchase convertible common stock of such issuers or
common stock of foreign issuers. Fixed income securities
in which the Portfolio may invest primarily include
obligations of domestic corporations and governments
(federal, state or municipal obligations) and agencies
thereof. Occasionally, the Portfolio may invest in debt
obligations of foreign governments. (See Investment
Limitations for certain limitations applicable to
investment in securities of foreign issuers.)
The Investment Adviser places primary emphasis on
the mix of investments among the three market segments in
accordance with the Adviser's appraisal of investments
most likely to achieve the highest return based upon its
judgment as to economic prospects and the outlook for
interest rates and the equity markets. The selection of
an individual security within a market segment by the
Investment Adviser will be based on the Adviser's view of
the relative attractiveness of the security. There are no
minimum or maximum percentages as to the amount of the
Portfolio's assets which may be invested in each of the
market segments. Major changes in investment mix may
occur several times a year or over several years,
depending upon perceived market and economic conditions.
Except for restrictions noted herein and under
Investment Restrictions in the Statement of Additional
Information, the Investment Adviser has complete
flexibility in determining the amount and nature of
equity securities, fixed income securities or money
market instruments in which the Portfolio may invest.
The Portfolio normally invests for long-term gains.
It may, however, invest for short-term gain when, in the
view of the Investment Adviser, evolving economic,
business and market conditions so warrant.
<PAGE>
Mid-Cap Portfolio
The Portfolio's investment objective is long-term
growth of capital. The Portfolio will normally invest at
least 65% of its assets in securities issued by medium-
sized companies. Medium-sized companies are those whose
market capitalizations fall within the range of companies
in the S&P MidCap 400 Index (the "S&P MidCap").
Companies whose capitalization falls outside this range
after the Portfolio's initial purchase continue to be
considered medium-sized companies for purposes of this
policy. As of December 31, 1995, the S&P MidCap included
companies with capitalizations between approximately $118
million to $7.5 billion. The range of the S&P MidCap is
expected to change on a regular basis. Janus Capital
Corporation serves as sub-adviser to this Portfolio. As
such it is responsible for the day-to-day management of
the Portfolio subject to the overall supervision of the
Fund's Board of Directors and the Investment Adviser.
Medium-sized companies may suffer more significant
losses as well as realize more substantial growth than
larger capitalized, more established issuers. Thus,
investments in such companies tend to be more volatile
and somewhat speculative.
The Portfolio invests substantially all of its
assets in common stock when it is believed that the
relevant market environment favors profitable investing
in those securities. Common stock investments are
selected in industries and companies that are believed to
be experiencing favorable demand for their products and
services, and which operate in a favorable competitive
and regulatory climate. The process of analysis and
selection focuses on earnings growth potential. In
particular, the Portfolio intends to buy stocks with
earnings growth potential that may not be recognized by
the market. Securities are selected solely for their
capital growth potential; investment income is not a
consideration.
The Portfolio may also purchase securities of
foreign issuers pursuant to the same selection criteria
applicable to domestic issuers. In addition, factors such
as expected levels of inflation, government policies
influencing business conditions, the outlook for currency
relationships, and prospects for relative economic growth
amongst countries, regions or geographic areas may
warrant greater consideration in selecting foreign
stocks. If appropriate, the Portfolio may purchase
foreign securities through dollar-denominated American
Depositary Receipts, which do not involve the same direct
currency and liquidity risks as securities denominated in
foreign currency and which are issued by domestic banks
and publicly traded in the United States. The Portfolio
may invest up to 25% of its total assets at the time of
acquisition in foreign securities denominated in foreign
currency and not publicly traded in the United States.
Investments in foreign securities involve risks that
differ in some respects from investment in securities of
U.S. issuers. These risks include the risk of
fluctuations in the value of the currencies in which they
are denominated, the risk of adverse political and
economic developments and, with respect to certain
countries, the possibility of expropriation,
nationalization or confiscatory taxation or limitations
on the removal of funds or other assets of the Portfolio.
Securities of some foreign companies are less liquid and
more volatile than securities of comparable domestic
companies. There also may be less publicly available
information about foreign issuers than domestic issuers,
and foreign issuers generally are not subject to the
uniform accounting, auditing and financial reporting
standards, practices and requirements applicable to
domestic issuers. Delays may be encountered in settling
securities transactions in certain foreign markets and
the Portfolio will incur costs in converting foreign
currencies to U.S. dollars. Custody charges are generally
higher for foreign securities.
The Portfolio may invest in "special situations"
from time to time. A special situation arises when it is
believed that the securities of a particular company will
be recognized and appreciate in value due to a specific
development at that company. Developments creating a
special situation might include a new product or process,
a management change or a technological breakthrough.
Investment in special situations may carry an additional
risk of loss in the event that the anticipated
development does not occur or does not result in the
anticipated economic impact on the value of a company's
securities.
The Portfolio may also purchase and write options on
securities (including index options) and options on
foreign currencies, and may invest in futures contracts
for the purchase or sale of instruments based on
financial indices, including interest rates or an index
of U.S. Government or foreign government securities or
equity or fixed income securities futures contracts on
foreign currencies and fixed income securities ("futures
contracts"), options on futures contracts, forward
contracts and swaps and swap-related products. These
instruments will be used primarily to hedge the
Portfolio's positions, i.e., to attempt to reduce the
overall level of investment risk that normally would be
expected to be associated with the Portfolio's assets and
to attempt to protect the Portfolio against market
movements that might adversely affect the value of the
Portfolio's securities or the price of securities that
the Portfolio is considering purchasing.
The use of futures, options, forward contracts and
swaps exposes the Portfolio to additional investment
risks and transaction costs. If these techniques are
utilized to protect the Portfolio against potential
adverse movements in the securities, foreign currency or
interest rate markets using these instruments, and such
markets do not move in a direction adverse to the
Portfolio, the Portfolio could be left in a less
favorable position than if such strategies had not been
used. Risks inherent in the use of futures, options,
forward contracts and swaps include (1) the risk that
interest rates, securities prices and currency markets
will not move in the directions anticipated; (2)
imperfect correlation between the price of the securities
or currencies being hedged; (3) the fact that skills
needed to use these strategies are different from those
needed to select portfolio securities; (4) the possible
absence of a liquid secondary market for any particular
instrument at any time; and (5) the possible need to
defer closing out certain hedged positions to avoid
adverse tax consequences.
The Portfolio may invest in securities that are
considered illiquid because of the absence of a readily
available market or due to legal or contractual
restrictions. However, certain restricted securities that
are not registered for sale to the general public but
that can be resold to institutional investors may not be
considered illiquid, provided that a dealer or
institutional trading market exists. See "Illiquid
Securities" in this prospectus.
Although the Portfolio may normally invest primarily
in equity securities, it may increase its cash position
when investment opportunities with desirable risk/reward
characteristics cannot be located. The Portfolio may also
invest in preferred stocks, warrants, government
securities, corporate bonds and debentures, high-grade
commercial paper, certificates of deposit or other debt
securities when it is believed there is an opportunity
for capital growth for such securities or so that the
Portfolio may receive a return on idle cash. When the
Portfolio invests in such securities, investment income
will increase and may constitute a large portion of the
return on the Portfolio. Consequently, the Portfolio may
not participate in market advances or declines to the
extent that it would if it remained fully invested in
common stocks.
The Portfolio may also invest in money market
securities for defensive purposes or as a cash reserve.
International Equity Portfolio
The Portfolio's investment objective is long-term
capital growth, which it seeks to achieve through a
flexible policy of investing in stocks and debt
obligations of companies and governments outside the
United States. Any income realized will be incidental.
Templeton Investment Counsel, Inc. serves as sub-adviser
to this Portfolio. As such, it is responsible for the
day-to-day management of the Portfolio subject to the
overall supervision of the Fund's Board of Directors and
the Investment Adviser.
Although the Portfolio will generally invest in
common stock and certain debt securities, rated or
unrated, such as convertible bonds and bonds selling at
a discount, whenever, in the judgment of the sub-adviser,
market or economic conditions warrant, the Portfolio may,
for temporary defensive purposes, invest without
limitation in U.S. Government securities, money market
instruments, bank time deposits in the currency of any
major nation and commercial paper.
The investments of the Portfolio in foreign issuers
may involve special risks in addition to those normally
associated with investments in the securities of U.S.
issuers. For example, there may be less publicly
available information about foreign issuers than is
available for U.S. issuers, and foreign auditing,
accounting, and financial reporting practices may differ
from U.S. practices. Also, foreign securities markets may
be less active than U.S. markets, trading may be thin and
consequently securities prices may be more volatile.
Generally, all foreign investments are subject to risks
of foreign political and economic instability, adverse
movements in foreign exchange rates, the imposition or
tightening of exchange controls or other limitations, the
repatriation of foreign capital, and changes in foreign
governmental attitudes towards private investment,
possibly leading to nationalization, increased taxation,
or confiscation of underlying fund assets. Also, there is
the risk of possible losses through the holding of
securities by custodians and securities depositories in
foreign countries.
The Portfolio is authorized to invest in medium
quality or high risk, lower quality debt securities that
are rated between BBB and as low as CCC by Standard &
Poor's Corporation (S&P) and between Baa and as low as
Caa by Moody's Investors Service, Inc. (Moody's),
commonly known as "high yield" (or "junk") bonds, or, if
unrated, are of an equivalent investment quality, as
determined by the sub-adviser. As an operating policy,
which may be changed by the Board of Directors without
shareholder approval, the Portfolio will not invest more
than 10% of its total assets in debt securities rated BBB
or lower by S&P or Baa or lower by Moody's; however, this
limitation is inapplicable to unrated foreign convertible
bonds which are convertible at any time into equity
securities suitable for investment by the Portfolio. The
Board may consider a change in this operating policy if,
in its or the sub-adviser's judgment, economic conditions
change such that a higher level of investment in high
risk, lower quality debt securities would be consistent
with the interest of the Portfolio and its shareholders.
The Portfolio usually effects currency exchange
transactions on a spot (i.e., cash) basis or on a forward
commitment basis at the spot rate prevailing in the
foreign exchange market. However, some price spread on
currency exchange (to cover service charges) will be
incurred when the Portfolio converts assets from one
currency to another.
The Portfolio may purchase and write options on
securities and certain futures contracts and invest in
certain futures contracts. The Statement of Additional
Information contains more detail about these investment
practices. For temporary defensive purposes, the
Portfolio may invest in cash, money market instruments
and may also purchase from banks or broker/dealers
Canadian or U.S. Government securities with a
simultaneous agreement by the seller to repurchase them
within more than seven days at the original purchase
price, plus accrued interest.
Stock Index Portfolio
The investment objective of the Stock Index
Portfolio is to provide investment results, before fees,
that correspond to the total return of the S&P 500 Index
and the S&P MidCap Index, weighted according to their pro
rata share of the market. The Portfolio will pursue this
objective by investing in common stocks traded on the New
York Stock Exchange and the American Stock Exchange and,
to a limited extent, in the over-the-counter markets.
Standard & Poor's Corporation (S&P) chooses the
500 stocks comprising the S&P 500 Index on the basis of
market values and industry diversification. Most of the
stocks in the S&P 500 Index are issued by the 500 largest
companies, in terms of the aggregate market value of
their outstanding stock, and such companies are generally
listed on the New York Stock Exchange. Additional stocks
that are not among the 500 largest market value stocks
are included in the S&P 500 Index for diversification
purposes.
The S&P MidCap Index is market-weighted and consists
of 400 stocks of domestic companies, having a median
market capitalization of approximately $1.6 billion. The
stocks included in the S&P 500 Index and the S&P MidCap
Index do not overlap.
Because smaller capitalized companies, regardless of
their shares outstanding, sometimes exhibit illiquidity
in the market, minimum trading volume constraints are
placed on issues selected for the S&P MidCap Index. For
this reason, the S&P MidCap Index includes a small number
of lesser known companies in well known industries whose
shares are more liquid.
S&P is not a sponsor of, or in any other way
affiliated with, the Portfolio or the Fund.
The Portfolio will attempt to duplicate the
performance of the S&P 500 Index and the S&P MidCap Index
while keeping transaction costs low and minimizing
Portfolio turnover. To achieve its investment objective,
the Portfolio will purchase equity securities that, in
the Adviser's opinion, will reflect, as a group, the
composite price performance of the S&P 500 Index and the
S&P MidCap Index. Like these indices, the Portfolio will
hold both dividend-paying and non-dividend paying common
stocks. Under normal circumstances, a minimum of 65% of
the Portfolio's total assets will be invested in
securities included on the S&P 500 Index and the S&P
MidCap Index.
A higher portfolio turnover rate may involve
correspondingly greater brokerage commissions and other
expenses which might be borne by the Fund and, thus,
indirectly by its shareholders.
See also "Index Portfolio Management" in this
Prospectus for more information on management practices
and risks associated with index-type portfolios.
Small-Cap Index Portfolio
The investment objective of the Small-Cap Index
Portfolio is to provide investment results, before fees,
that correspond to the total return of the Russell 2000
Index. The Russell 2000 Index was developed in 1979 by
the Frank Russell Company to track the stock market
performance of a broadly diversified group of small
capitalization domestic stocks. As of December 31, 1995,
the median market capitalization of issues comprising the
Russell 2000 Index was approximately $280 million.
The Portfolio intends to pursue this objective by
investing primarily in common stocks issued by
corporations domiciled in the U.S. and its territories
traded on the various U.S. stock exchanges and, to a
limited extent, in the over-the-counter markets. The
Portfolio may not hold all of the approximately 2,000
securities in the Russell 2000 Index because of the
administrative costs involved and the expenses associated
with trading less active securities. Instead, the
Portfolio may hold a representative sample of securities
included in the Russell 2000 Index.
The Frank Russell Company is not a sponsor of, or in any
other way affiliated with, the Portfolio or the Fund.
The Russell 2000 Index is a subset of the larger
Russell 3000 Index. The Russell 3000 Index consists of
the largest 3000 publicly traded stocks of corporations
domiciled in the U.S. and its territories and includes
large, medium and small capitalization stocks. The
Russell 3000 Index represents approximately 98% of the
total market capitalization of all U.S. stocks that trade
on the New York and American Stock Exchanges and in the
NASDAQ (National Association of Securities Dealers
Automated Quotations) National Market System
over-the-counter market. The Russell 2000 Index consists
of the 2000 smallest stocks within the Russell 3000,
representing approximately 6% of the Russell 3000 Index
total market capitalization.
The Russell 2000 Index is reconstituted annually to
reflect changes in the marketplace. The Portfolio will
similarly reconstitute itself on an annual basis. The
reconstituted list of securities are ranked based on May
31 total market capitalizations, with the actual
reconstitution effective June 30. As well, securities
that leave the Russell 2000 Index for any reason between
reconstitution dates will not be replaced. As a result,
the number of securities held in the Portfolio over the
year will fluctuate.
The annual turnover rate of the Russell 2000 Index
is significant, often as high as 25% per year of the
total market capitalization of the Index. This investment
strategy will be implemented only to the extent it is
consistent with maintaining the Fund's qualification as
a regulated investment company under the Internal Revenue
Code (see "Dividends, Distributions and Taxes). The
Fund's strategy may be limited, in particular, by the
requirement for such qualification that less than 30% of
the Fund's annual gross income be derived from the sale
or other disposition of stocks or securities (including
options and futures contracts) held for less than three
months.
Historically, small capitalization stocks, which
constitute the Portfolio's primary investments, have been
more volatile in price than the larger capitalization
stocks included in the S&P 500 Index. Among the reasons
for the greater price volatility of these small company
stocks are the less certain growth prospects of smaller
firms, the lower degree of liquidity in the markets for
such stocks, and the greater sensitivity of small
companies to changing economic conditions. Besides
exhibiting greater volatility, small company stocks may,
to a degree, fluctuate independently of larger company
stocks. Small company stocks may decline in price as
large company stocks rise, or rise in price as large
company stocks decline. Investors should therefore expect
that the Portfolio may be more volatile than, and may
fluctuate independently of, broad stock market indices
such as the S&P 500 Index.
The Portfolio intends that, under normal
circumstances, at least 65% of its total assets will be
invested in securities included in the Russell 2000
Index.
See also "Index Portfolio Management" in this
Prospectus for more information on management practices
and risks associated with index-type portfolios.
Maxim T. Rowe Price Equity/Income Portfolio
The investment objective of the Maxim T. Rowe Price
Equity/Income Portfolio is to seek to provide substantial
dividend income and also capital appreciation by
investing primarily in dividend-paying common stocks of
established companies. In pursuing its objective, the
Portfolio will emphasize companies with favorable
prospects for increasing dividend income and secondarily,
capital appreciation. T. Rowe Price Associates, Inc.
serves as sub-adviser of this Portfolio. As such, it is
responsible for the day-to-day management of the
Portfolio subject to the overall supervision of the
Fund's Board of Directors and the Investment Adviser.
Over time, the income component (dividends and
interest earned) of the Portfolio's investments is
expected to be a significant contributor to the
Portfolio's total return. Total return will consist
primarily of dividend income and secondarily of capital
appreciation (or depreciation).
The investment program of the Portfolio is based on
several premises. First, it is believed that, over time,
dividend income can account for a significant component
of the total return from equity investments. Second,
dividends are normally a more stable and predictable
source of return than capital appreciation. While the
price of a company's stock generally increases or
decreases in response to short-term earnings and market
fluctuations, its dividends are generally less volatile.
Finally, it is believed that stocks which distribute a
high level of current income tend to have less price
volatility than those which pay below average dividends.
To achieve its objective, the Portfolio, under
normal circumstances, will invest at least 65% of its
total assets in income-producing common stocks, whose
prospects for dividend growth and capital appreciation
are considered favorable. To enhance capital
appreciation potential, the Portfolio will also use a
value-oriented approach, which means it will invest in
stocks believed to be currently undervalued in the
marketplace. The Portfolio's investments will generally
be made in companies which share some of the following
characteristics: established operating histories; above-
average current dividend yields relative to the Standard
& Poor's 500 Stock Index ("S&P 500"); low price/earnings
ratios relative to the S&P 500; sound balance sheets and
other financial characteristics; and, low stock price
relative to a company's underlying value as measured by
assets, earnings, cash flow, or business franchises.
The Portfolio may also invest its assets in fixed
income securities (corporate and government bonds of
various maturities). The Portfolio may also invest in
municipal bonds when the expected total return from such
bonds appears to exceed the total returns obtainable from
corporate or government bonds of similar credit quality.
Debt securities in which the Portfolio may invest
may include high yield/high risk bonds, commonly referred
to as "junk bonds." The total return and yield of lower
quality bonds can be expected to fluctuate more than the
total return and yield of higher quality, shorter-term
bonds, but not as much as common stocks. Junk bonds are
regarded as predominantly speculative with respect to the
issuer's continuing ability to meet principal and
interest payments. The Portfolio will not purchase a
non-investment grade debt security (or "junk bond"), if
immediately after such purchase the Portfolio would have
more than 10% of its total assets at the time of
acquisition invested in such securities.
The Portfolio may invest up to 10% of its total
assets at the time of acquisition in hybrid instruments.
These instruments combine the characteristics of
securities, futures and options. For example, the
principal amount, redemption or conversion terms of a
security could be related to the market price of some
commodity, currency or securities index. Such securities
may bear interest or pay dividends at below market (or
even relatively nominal) rates. Under certain
conditions, the redemption value of such an investment
could be zero. Hybrids can have volatile prices and
limited liquidity and their use by the Portfolio may not
be successful.
Although the Portfolio will invest primarily in U.S.
common stocks, it may also purchase other types of
securities, for example, the Portfolio may invest up to
25% of its total assets at the time of acquisition in
securities issued by foreign issuers, including non-
dollar denominated securities traded outside the U.S. and
dollar denominated securities traded in the U.S. (such as
ADRs). Please see "Foreign Investment Risks" in this
prospectus.
The Portfolio may also invest in convertible
securities and warrants. Convertible securities may
include debt or preferred equity securities convertible
into or exchangeable for equity securities.
Traditionally, convertible securities have paid dividends
or interest at rates higher than common stocks but lower
than non-convertible securities. They generally
participate in appreciation or depreciation of the
underlying stock into which they are convertible, but to
a lesser degree. Warrants are options to buy a stated
number of shares of common stock at a specified price any
time during the life of the warrants (generally, two or
more years).
The Portfolio may also engage in a variety of
investment management practices, such as buying and
selling futures and options. The Statement of Additional
Information contains more detailed information about
these practices.
Maxim INVESCO Small-Cap Growth Portfolio
The investment objective of the Maxim INVESCO Small-
Cap Growth Portfolio is to seek long-term capital growth.
The Portfolio seeks to achieve this objective by
investing at least 65% of assets in a diversified group
of equity securities of emerging growth companies with
market capitalizations of $1 billion or less at the time
of initial purchase ("small-cap companies"). INVESCO
Trust Company serves as sub-adviser to this Portfolio.
As such, it is responsible for the day-to-day management
of the Portfolio, subject to the overall supervision of
the Fund's Board of Directors and the Investment Adviser.
In selecting investments, the Portfolio will seek to
identify small-cap companies that are undervalued in the
marketplace and/or have earnings that may be expected to
grow faster than the U.S. economy in general. Under
normal circumstances, the Portfolio intends to invest at
least 65% of its total assets in equity securities of
small-cap companies, consisting of common and preferred
stocks, convertible debt securities, and other securities
having equity features. The remainder of the Portfolio's
assets may be invested in equity securities of companies
with market capitalizations in excess of $1 billion, debt
securities and short-term investments, as described
below.
In selecting the small-cap companies in which the
Portfolio will invest, an attempt will be made to
identify companies in any industry that are thought to
have the best opportunity for capital appreciation within
their industry grouping, subject to the additional
requirement that the companies are determined to be in
the developing stages of their life cycle, and have
demonstrated, or are expected to achieve, long-term
earnings growth. In selecting investments in equity
securities of companies with market capitalizations in
excess of $1 billion at the time of initial purchase, the
Portfolio will seek securities that are consistent with
the objective of long-term capital growth. Equity
securities purchased for the Portfolio are traded
principally in the over-the-counter ("OTC") market,
although securities traded on national, regional or
foreign stock exchanges may also be purchased.
The Portfolio may also invest in debt securities
including U.S. Government and corporate debt securities.
Investment in U.S. Government securities may consist of
securities issued or guaranteed by the U.S. government
and any agency or instrumentality of the U.S. government.
The Portfolio may invest in both investment grade and
lower-rated corporate debt securities. However, the
Portfolio will not invest more than 5% of its total
assets (measured at the time of purchase) in corporate
debt securities that are rated below BBB by Moody's or,
if unrated, are securities judged to be equivalent in
quality to debt securities having such ratings. In no
event will the Portfolio invest in a debt security rated
below CCC by S&P or Caa by Moody's.
The short-term investments of the Portfolio may
consist of U.S. government and agency securities,
domestic bank certificates of deposit and bankers'
acceptances, and commercial paper rated A-1 by S&P or P-1
by Moody's, as well as repurchase agreements with banks
and registered broker-dealers and registered government
securities dealers with respect to the foregoing
securities. The Portfolio's assets invested in U.S.
government securities and short-term investments will be
used to maintain liquidity. As well, when market
conditions are believed to warrant such action, the
Portfolio may invest all or a portion of its assets
temporarily in high grade corporate bonds or notes, U.S.
Government securities or equity securities of larger,
more established companies, or hold its assets in cash or
cash equivalents, for defensive purposes. While the
Portfolio is in a temporary defensive position, the
opportunity to achieve capital growth will be limited,
and, to the extent that this assessment of market
conditions is incorrect, the Portfolio will be foregoing
the opportunity to benefit from capital growth resulting
from increases in the value of equity investments;
however, the ability to maintain a temporary defensive
investment position provides the flexibility for the
Portfolio to seek to avoid capital loss during market
down turns.
The Portfolio may invest in equity securities and
corporate debt obligations which may consist of
securities issued by foreign issuers. Up to 25% of the
Portfolio's total assets, measured at the time of
purchase, may be invested directly in foreign securities.
Securities of Canadian issuers and securities purchased
by means of American Depository Receipts ("ADRs") are not
subject to this 25% limitation. Foreign investments can
involve risks, however, that may not be present in
domestic securities. Please see "Foreign Investment
Risks" in this prospectus.
The Portfolio may make commitments in an amount of
up to 10% of the value of its total assets at the time
any commitment is made to purchase or sell securities on
a when-issued or delayed delivery basis (i.e. securities
may be purchased or sold by the Portfolio with settlement
taking place in the future, often a month or more later).
The Statement of Additional Information contains more
detailed information about these investment practices.
The Portfolio may also invest in securities which
are illiquid because they are subject to restrictions on
their resale ("restricted securities") or because, based
upon their nature or the market for such securities, they
are not readily marketable. Investments in illiquid
securities involve certain risks to the extent that the
Portfolio may be unable to dispose of such a security at
the time desired or at a reasonable price. In addition,
in order to resell a restricted security, the Portfolio
might have to bear the expense and incur the delays
associated with effecting registration. See "Illiquid
Securities" in the prospectus.
The Portfolio may purchase and write options on
securities and certain futures contracts and invest in
futures contracts. The Statement of Additional
Information contains more detail about these investment
practices.
<PAGE>
Maxim INVESCO ADR Portfolio
The investment objective of the Maxim INVESCO ADR
Portfolio is to achieve a high total return on investment
through capital appreciation and current income, while
reducing risk through diversification. In pursuing this
objective, substantially all of the Portfolio's assets
will be invested in foreign securities that are issued in
the form of American Depository Receipts ("ADRs") or
foreign stocks that are registered with the Securities
and Exchange Commission ("SEC") and traded in the U.S.
INVESCO Trust Company serves as sub-adviser to this
Portfolio. As such, it is responsible for the day-to-day
management of the Portfolio, subject to the overall
supervision of the Fund's Board of Directors and the
Investment Adviser.
ADRs are negotiable certificates, issued by a U.S.
depository bank, which represent an ownership interest in
shares of non-U.S. companies that are being held by a
U.S. depository bank. Each ADR may represent one
ordinary share (or a fraction or multiple of an ordinary
share) on deposit at the depository bank. The foreign
shares held by the depository bank are known as American
Depository Shares (ADSs). Although there is a technical
distinction between ADRs and ADSs, market participants
often use the two terms interchangeably. ADRs are traded
freely on U.S. exchanges or in the U.S. over-the-counter
market. ADRs can be issued under different types of ADR
programs, and, as a result, some ADRs may not be
registered with the SEC.
The stocks in the ADR Portfolio will be selected
from a universe of approximately 2,200 stocks of large
and medium-sized capitalization, non-U.S. companies for
which a computer database of accounting data has been
developed. These stocks are subjected to a computer
analysis that compares the current stock price to
measures such as book value, historical return on equity,
the company's ability to reinvest capital, dividends and
dividend growth. This analysis is based on a proprietary
model developed by the sub-adviser which ranks securities
by relative value.
Once companies with a favorable relative valuation
are identified, they are subject to fundamental analysis
by the sub-adviser to try to determine whether the
historical record that contributed to the favorable
ranking can be extended. Factors considered in this
analysis include the company's business strategy,
competitive position and business environment. Based on
this fundamental analysis, the number of potential
investment securities is reduced to form a group of
securities that the sub-adviser uses to build the
Portfolio. The country and industry weightings are a by-
product of the stock selection process.
ADRs are a convenient alternative to direct
purchases of shares on foreign stock exchanges. Although
they offer investment characteristics that are virtually
identical to the underlying ordinary shares, they are
often as easy to trade as stocks of U.S. domiciled
companies. A high level of geographic and industry
diversification can be achieved using ADRs, with all
transactions and dividends being in U.S. dollars and
annual reports and shareholder literature printed in
English. On occasion, the sub-adviser may decide that it
is economical to have additional ADRs created or cause a
bank to issue ADRs for companies that have not previously
had an ADR facility.
The ADR Portfolios investment return and the value
of the assets in the Portfolio will be primarily
dependent upon changes in the market value of its equity
investments, which will fluctuate based upon the growth
and earnings of the companies in which it invests,
general conditions affecting the markets for equity
securities and exchange rate movements between the U.S.
dollar and overseas currencies. The Portfolio also may
hold cash or cash equivalents to maintain liquidity or
for temporary defensive purposes.
The Portfolio may purchase and write options on
securities and certain futures contracts and invest in
futures contracts. The Statement of Additional
Information contains more detail about these investment
practices.
Foreign investments can involve risks, however, that
may not be present in domestic securities. Please see
Foreign Investment Risks in this prospectus.
Although the Portfolio invests in U.S. dollar
denominated shares of foreign companies, the Portfolios
share value is affected by changes in currency exchange
rates. As one way of managing exchange rate risk, the
Portfolio may enter into forward foreign currency
exchange contracts. Please see Foreign Currency
Exchange Transactions in this prospectus.
Small-Cap Value Portfolio
The investment objective of the Small-Cap Value
Portfolio is to achieve long-term capital appreciation by
investing primarily in common stocks, although the
Portfolio may also invest in other securities, including
restricted, preferred stock or foreign securities. In
seeking capital appreciation, consideration will be given
to undervalued small and medium sized companies in
industries that demonstrate a strong potential for
growth, financially strong companies with distinct market
niches offering quality products or services, outstanding
management teams and a proven record of success. Ariel
Capital Management serves as sub-adviser to this
Portfolio. As such, it is responsible for the day-to-day
management of the Portfolio, subject to the overall
supervision of the Fund's Board of Directors and the
Investment Adviser.
As a means of controlling risk, industries that are
believed to be inherently unpredictable--specifically,
cyclical, commodity-based and start-up industries--will
be avoided. The Portfolio will be constructed on a stock
by stock basis with little attention devoted to the
macro-economic outlook of a particular industry.
The Portfolio will adhere to a disciplined
investment philosophy which incorporates strict
guidelines regarding individual securities. When
initiating a position, the Portfolio will focus on
issuers generally ranging in market capitalization from
$50 million to $1.5 billion. As these companies may be
less widely followed by market analysts, it is believed
that they present greater opportunity for exceptional
returns.
Additionally, in keeping with a value approach, the
Portfolio will invest in companies whose equities are
trading at an expected price/earnings ratio of 13-1 or
less over the next 12 month's earnings estimate and at a
low price relative to book value, current sales and total
assets. Expected earnings may represent normalized
earnings or be adjusted for amortization of non-cash
charges. When executing this philosophy, assets of the
Portfolio will not trade or time the market for quick
gains. Rather, a fully invested portfolio is maintained
by following a conservative philosophy of investing for
the long-term. A security will be sold if it is believed
that its price/earnings multiple reflects that the
security may be over-valued and/or that is no longer
perceived as having strong potential for growth.
Specifically, when a stock is trading at a price of 19-20
times its forward 12 months earnings estimates, it is
believed such stock reflects popular interest. In
keeping with a long-term approach, a security will not be
sold because of a short-term earnings disappointment.
However, a holding will be sold if it is believed that
the company's business has undergone fundamental changes
that will negatively affect its stock price or if there
is a loss of faith in a management's ability to execute
the company's stated goals and objectives.
The Portfolio may invest in foreign securities
offering potential for growth. Investments in foreign
securities involve risks that differ in some respects
from investment in securities of U.S. issuers. These
risks include the risk of fluctuations in the value of
the currencies in which they are denominated, the risk of
adverse political and economic developments and, with
respect to certain countries, the possibility of
expropriation, nationalization or confiscatory taxation
or limitations on the removal of funds or other assets of
the Portfolio. Securities of some foreign companies are
less liquid and more volatile than securities of
comparable domestic companies. There also may be less
publicly available information about foreign issuers than
domestic issuers, and foreign issuers generally are not
subject to the uniform accounting, auditing and financial
reporting standards, practices and requirements
applicable to domestic issuers. Delays may be
encountered in settling securities transactions in
certain foreign markets and the Portfolio will incur
costs in converting foreign currencies to U.S. dollars.
Custody charges are generally higher for foreign
securities.
The Portfolio may also invest in money market
securities for temporary or emergency purposes or solely
as a cash reserve. The Portfolio may purchase and write
options on securities and certain futures contracts and
invest in certain futures contracts. The Statement of
Additional Information contains more detail about these
investment practices.
The Portfolio currently observes the following
operating policies, which may be changed without
shareholder approval: (1) the Portfolio actively seeks to
invest in companies that achieve excellence in both
financial return and environmental soundness, selecting
issuers that take positive steps toward preserving our
environment and avoiding companies with poor environment;
and (2) the Portfolio will not invest in issuers
primarily engaged in the manufacture of weapons systems,
the production of nuclear energy, or the manufacture of
equipment to produce nuclear energy.
It is believed that there are long-term benefits
inherent in an investment philosophy that demonstrates
concern for the environment, human rights, economic
priorities and international relations.
The sub-adviser has engaged the services of Franklin
Research and Development Corporation of Boston to provide
environmental screening for all issuers selected for the
Portfolio. Franklin provides information and opinions on
the companies' environmental histories. However,
Franklin does not make recommendations or provide
investment advice concerning the purchase or sale of
securities for the Portfolio.
Corporate Bond Portfolio
The investment objective of the Corporate Bond
Portfolio is high total investment return through a
combination of current income and capital appreciation.
The Corporate Bond Portfolio seeks to achieve its
investment objective by investing in debt securities
(including convertibles), although up to 20% of its total
assets at the time of acquisition may be invested in
preferred stocks. In achieving high total investment
returns through a combination of current income and
capital appreciation, the Portfolio will normally invest
at least 65% of its total assets in bonds. A limited
portion of its assets may also be invested in securities
of foreign issuers and up to 35% of its total assets at
the time of acquisition in securities of below investment
grade quality. The Portfolio may also hold a portion of
its assets in cash or money market instruments. Loomis,
Sayles & Company serves as sub-adviser to this Portfolio.
As such, it is responsible for the day-to-day management
of the Portfolio, subject to the overall supervision of
the Fund's Board of Directors and the Investment Adviser.
The Portfolio may invest in fixed income securities
of any maturity. Fixed-income securities pay a specified
rate of interest or dividends, or a rate that is adjusted
periodically by reference to some specified index or
market rate. Fixed-income securities include securities
issued by federal, state, local and foreign governments
and related agencies, and by a wide range of private
issuers. Because interest rates vary, it is impossible
to predict the income in fixed-income securities for any
particular period. Therefore, the net asset value of the
Portfolio's shares will vary as a result of changes in
the value of the securities held. Fixed-income
securities are subject to market and credit risk. Market
risk relates to changes in a security's value as a result
of changes in interest rates. In general, the values of
fixed income securities increase when prevailing interest
rates fall and decrease when interest rates rise. Credit
risk relates to the ability of the issuer to make
payments of principal and interest.
The Portfolio may invest a portion of its assets in
securities rated below investment grade (that is, below
BBB by S&P or Baa by Moody's ), including securities in
the lowest rating categories and comparable unrated
securities. The Portfolio may invest up to 35% of its
total assets at the time of acquisition in such
securities. For purposes of this percentage, a security
will be treated as being of investment grade quality if
at the time it is acquired at least one major rating
agency has rated the security in its top four rating
categories (even if another agency has issued a lower
rating), or if the security is unrated but it is
otherwise determined to be of comparable quality. Lower
rated fixed- income securities generally provide higher
yields, but are subject to greater credit and market risk
than higher quality fixed-income securities. Lower rated
fixed-income securities are considered predominately
speculative with respect to the ability of the issuer to
meet principal and interest payments. Achievement of the
investment objective of the Portfolio investing in lower
rated fixed-income securities may be more dependent on
credit analysis than is the case with higher quality
bonds. The market for lower rated fixed-income
securities may be more severely affected than some other
financial markets by economic recession or substantial
interest rate increases, by changing public perceptions
of this market or by legislation that limits the ability
of certain categories of financial institutions to invest
in these securities. In addition, the secondary market
may be less liquid for lower rated fixed-income
securities. This lack of liquidity at certain times may
affect the values of these securities and may make the
valuation and sale of these securities more difficult.
Securities of below investment grade quality are commonly
referred to as "junk bonds." Securities in the lowest
rating categories may be in poor standing or in default.
Securities in the lowest investment grade category (BBB
by S&P or Baa by Moody's ) have some speculative
characteristics.
The Portfolio may also invest in "zero coupon"
fixed-income securities. These securities accrue
interest at a specified rate, but do not pay interest in
cash on a current basis. If the Portfolio invests in
zero coupon securities, it is required to distribute the
income on these securities as the income accrues, even
though the Portfolio is not receiving the income and cash
on a current basis. Thus, the Portfolio may have to
sell other investments to obtain cash to make income
distributions. The market value of zero coupon
securities is often more volatile than that of non-zero
coupon fixed-income securities of comparable quality and
maturity.
The Portfolio may also invest in securities of
issuers organized or headquartered outside of the United
States. The Portfolio will not purchase a foreign
security if, as a result, its holdings of foreign
securities would exceed 20% of its total assets at the
time of acquisition; however, the Portfolio may invest
any portion of its assets in securities of Canadian
issuers. Foreign investments can involve risk, however,
that may not be present in domestic securities. Please
see "Foreign Investment Risks" in this prospectus.
The Portfolio may engage in foreign currency
exchange transactions to protect the value of specific
positions or in anticipation of changes in relative
values of currencies in which current or future holdings
are denominated or quoted. Please see "Foreign Currency
Exchange Transactions" in this prospectus.
The Portfolio may purchase Rule 144A securities.
These are privately offered securities that can be resold
only to certain qualified institutional buyers. Rule
144A securities are treated as illiquid, unless it has
been determined that the particular issue of Rule 144A
securities is liquid. Please see "Illiquid Securities"
in this prospectus.
The Portfolio may purchase and write options on
securities and certain futures contracts and invest in
certain futures contracts. The Portfolio may also engage
in the following investment practices each of which
involves certain special risks: collateralized mortgage
obligations, when-issued securities and repurchase
agreements. The Statement of Additional Information
contains more detailed information about these practices.
Index Portfolio Management
All index styled portfolios may utilize futures as
a substitute for a comparable market position in the
underlying securities, or for hedging purposes. A stock
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 stock 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
stocks in the index is made. The intent is to purchase
and sell futures contracts so as to obtain the best price
with consideration also given to liquidity.
Stock index futures contracts may be purchased or
sold to the extent that such activities would be
consistent with the requirements of Section 4.5 of the
regulations under the Commodity Exchange Act, under which
the portfolios would be excluded from the definition of
a commodity pool operator. Accordingly, each portfolio
may enter into futures positions in such futures
contracts to the extent that the aggregate initial
margins and premiums required to establish such positions
do not exceed 5% of the liquidation value of the
respective portfolio.
Risks associated with the use of futures contracts
are: (i) imperfect correlation between the change in
value of securities included on the index and the prices
of futures contracts; and (ii) possible lack of a liquid
secondary market for a futures position when desired. The
risk that a portfolio will be unable to close out a
futures position will be minimized by entering into such
transactions on a national exchange with an active and
liquid secondary market. In addition, because of the low
margin deposits normally required in futures trading, a
high degree of leverage is typical of a futures trading
account. As a result, a relatively small price movement
in a futures contract may result in substantial losses to
the trader (i.e., the Portfolio).
Traditional methods of securities analysis are not
used by the Investment Adviser in making investment
decisions for index styled portfolios. Rather a
statistical selection technique is utilized to determine
which securities it will purchase or sell in order to
track the performance of the relevant index(es) to the
extent feasible. In addition, from time to time,
adjustments may be made in a portfolio's holdings due to
change in the composition of the relevant index(es). Each
index styled portfolio will attempt to achieve a
correlation between its performance and that of the
relevant index(es) of at least 0.95, without taking into
account expenses. A correlation of 1.00 would indicate
perfect correlation, which would be achieved when a
portfolio's net asset value, including the value of its
dividends and capital gains distributions, increases or
decreases, is in exact proportion to change in the
relevant index(es). The Investment Adviser will attempt
to minimize any tracing error (that statistical measure
of the difference between the investment results of a
portfolio and that of the relevant index(es)) in making
investments for a portfolio. However, brokerage and other
transaction costs, as well as potential tracking errors,
will tend to cause a portfolio's return to be lower than
the return of the relevant index(es). There can be no
assurance, however, as to how closely a portfolio's
performance will correspond to the performance of the
relevant index(es). Moreover, the index itself may not
perform favorably in which case a Portfolio's performance
would similarly be unfavorable.
Foreign Investment Risks
Investments in foreign securities present risks not
typically associated with investments in comparable
securities of U.S. issuers. Since foreign securities
involve foreign currencies, the value of the assets of a
Portfolio and its net investment income available for
distribution may be affected favorably or unfavorably by
changes in currency exchange rates and exchange control
regulations. Investment will not be made in securities
denominated in a foreign currency that is not fully
exchangeable into U.S. dollars without legal restriction
at the time of investment.
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 judgements 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.
A Portfolio'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.
In determining whether to invest in securities of
foreign issuers, the likely impact of foreign taxes on
the net yield available may be considered. Income
received from sources within foreign countries and the
U.S. may reduce or eliminate such taxes. It is
impossible to determine the effective rate of foreign tax
in advance since the amount of assets to be invested in
various countries is not known, and tax laws and their
interpretations may change from time to time and may
change without advance notice. While attempts will be
made to minimize such taxes by timing of transactions and
other strategies, there is no assurance that such efforts
will be successful. Any such taxes paid will reduce net
income available for distribution.
For Portfolios other than the Maxim INVESCO ADR
Portfolio, most foreign securities in a Portfolio 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 a Portfolio in foreign currencies.
With respect to all Portfolios, the value of foreign
currencies relative to the U.S. dollar varies
continually, causing changes in the dollar value of a
Portfolio's investments (even if the price of the
investments is unchanged) and changes in the dollar value
of a Portfolio'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
Portfolio's assets and on the net investment income
available for distribution may be favorable or
unfavorable.
For Portfolios other than the Maxim INVESCO ADR
Portfolio, a Portfolio may incur costs in connection with
conversions between various currencies. In addition, a
Portfolio 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 a Portfolio
declares and pays a dividend, or between the time when a
Portfolio accrues and pays an operating expense in U.S.
dollars.
The Maxim INVESCO ADR Portfolio may invest in ADRs.
ADRs are receipts, typically issued by a U.S. bank or
trust company, evidencing ownership of the underlying
foreign securities. ADRs are denominated in U.S. dollars
and trade in the U.S. securities markets. ADRs may be
issued in sponsored or unsponsored programs. In
sponsored programs, the issuer makes arrangements to have
its securities traded in the form of ADRs; in unsponsored
programs, the issuer may not be directly involved in the
creation of the program. Although the regulatory
requirements with respect to sponsored and unsponsored
programs are generally similar, the issuers of
unsponsored ADRs are not obligated to disclose material
information in the United States and, therefore, such
information may not be reflected in the market value of
the ADRs. ADRs are subject to certain of the same risks
as direct investments in foreign securities, including
the risk that changes in the value of the currency in
which the security underlying an ADR is denominated
relative to the U.S. dollar may adversely affect the
value of the ADR.
Foreign Currency Exchange Transactions
Portfolios which engage in foreign currency exchange
transactions do so in an attempt to protect against
uncertainty in the level of future exchange rates. Some
Portfolios 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").
A Portfolio may engage in transaction hedging to
protect against a change in foreign currency exchange
rates between the date on which the Portfolio 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, a Portfolio 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 a Portfolio may
also purchase or sell exchange-listed and over-the-
counter call and put options on foreign currency futures
contracts and on foreign currencies.
A Portfolio 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 the
Portfolio intends to buy are denominated, when the
Portfolio holds cash or short-term investments). For
position hedging purposes, a Portfolio 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, the Portfolio may also purchase or sell foreign
currency on a spot basis.
A Portfolio'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. A Portfolio could hedge a foreign currency
with forward contracts on another ("proxy") currency of
which changes in value generally correlate with the
currency to be hedged. Such "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. A Portfolio 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 denominated. Hedging transactions may
also be limited by tax considerations. Hedging
transactions may affect the character or amount of
distributions.
Illiquid Securities
Each Portfolio, other than the Money Market
Portfolio, may invest up to 15% of its total assets in
"illiquid securities" (taken as of the time of
acquisition of an illiquid security). The Money Market
Portfolio may invest up to 10% of its total assets in
illiquid securities. Illiquid securities are securities
that may not be sold in the ordinary course of business
within seven days at approximately the price used in
determining the net asset value of the Portfolio. This
restriction applies to securities for which a ready
market does not exist, such as restricted securities, but
does not necessarily encompass all restricted securities.
Institutional markets for restricted securities have
developed as a result of the promulgation of Rule 144A
under the Securities Act of 1933 which provides a "safe
harbor" from 1933 Act registration requirements for
qualifying sales to institutional investors. When Rule
144A securities present an attractive investment
opportunity and otherwise meet selection criteria, the
Portfolios may make such investments. Whether or not
such securities are "illiquid" depends on the market
that exists for the particular security.
The staff of the Securities and Exchange Commission
has taken the position that the liquidity of Rule 144A
securities is a question of fact for a board of directors
to determine, such determination to be based on a
consideration of the readily available trading markets
and the review of any contractual restrictions. The
staff also acknowledges that while the board retains
ultimate responsibility, it may delegate this function to
an investment adviser. The Board of Directors of the
Fund has delegated this responsibility to the Investment
Adviser, and with respect to those Portfolios having a
sub-adviser, the sub-adviser is responsible for
determining the liquidity of Rule 144A securities.
It is not possible to predict with assurance exactly
how the market for Rule 144A securities or any other
security will develop. A security which when purchased
enjoyed a fair degree of marketability may subsequently
become illiquid and, accordingly, a security which was
deemed to be liquid at the time of acquisition may
subsequently become illiquid. In such event, appropriate
remedies will be considered to minimize the effect on a
Portfolio's liquidity.
<PAGE>
MANAGEMENT OF THE FUND
Overall responsibility for management and
supervision of the Fund rests with the Fund's directors.
There are currently 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 meets regularly four times each year and at other
times as necessary. By virtue of the functions performed
by Great-West as Investment Adviser, 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.
Investment Adviser
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, the Investment
Adviser is controlled by a Canadian investor, Paul
Desmarais, and his associates. The Investment Adviser
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, the Investment Adviser manages
the Fund's portfolios in accordance with each Portfolio's
stated investment objectives and policies, makes
investment decisions for the Portfolios and places orders
to buy and sell securities on behalf of the Fund or
delegates these functions to a sub-adviser, as discussed
below. The Investment Adviser provides investment
advisory services and pays all the expenses, except
extraordinary expenses, incurred for providing such
services for the Portfolios described herein. As
compensation for its services to the Fund, the Investment
Adviser receives monthly compensation at the annual rate
of 0.46% of the average daily net assets of the Money
Market Portfolio; 0.60% of the average daily net assets
of the Bond, Stock Index, U.S. Government Securities,
Total Return Portfolio, Small-Cap Index Portfolios; 0.80%
of the average daily net assets of the Maxim T. Rowe
Price Equity/Income Portfolio; 0.90% of the average daily
net assets of the Corporate Bond Portfolio; 0.95% of the
average daily net assets of the Mid-Cap and Maxim INVESCO
Small-Cap Growth Portfolios; and 1.00% of the average
daily net assets of the Small-Cap Value, International
Equity and Maxim INVESCO ADR Portfolios.
With respect to the Mid-Cap, International Equity,
Small-Cap Value, Maxim T. Rowe Price Equity/Income, Maxim
INVESCO Small-Cap Growth and Maxim INVESCO ADR
Portfolios, the Investment Adviser pays all compensation
of, and furnishes office space for, officers and
employees of the Investment Adviser connected with
investment management of these Portfolios, as well as the
fees of all directors of the Fund who are affiliated
persons of the Investment Adviser or any of its
subsidiaries. All other expenses incurred in the
operation of these Portfolios, including general
administrative expenses are borne by these Portfolios,
respectively. Accounting services are provided for these
Portfolios by the Investment Adviser and these Portfolios
reimburse the Adviser for its costs in connection with
such services. However, the Adviser has agreed to pay
any expenses of the Fund which exceed an annual rate of
0.95% of the average daily net assets of the Maxim T.
Rowe Price Equity/Income Portfolio; 1.10% of the average
daily net assets of the Mid-Cap and Maxim INVESCO Small-
Cap Growth Portfolios; 1.30% of the average daily net
assets of the Maxim Invesco ADR Portfolio; 1.35% of the
average daily net assets of the Small-Cap Value
Portfolio; and, 1.50% of the average daily net assets of
the International Equity Portfolio.
The day-to-day lead portfolio manager for the Bond
Portfolio is B.G. Masters. Mr. Masters is Manager,
Public Bond Investments, Great-West, 1993 to Present;
Manager, Bond, Investment Grade Corporate Bond and Short-
Term Maturity Bond Portfolios of Maxim Series Fund, June
1994 to Present. He was Assistant Manager, Public Bond
Investments, Great-West, 1987 to 1993.
The day-to-day lead portfolio manager for the U.S.
Government Securities Portfolio is C.S. Tocher. Ms
Tocher is Manager, Public Bond Investments, Securities
Great-West, 1993 to Present; Manager, U.S. Government
Securities and U.S. Government Mortgage Securities
Portfolio of Maxim Series Fund; June 1994 to Present.
She was Associate Manager, Public Bond Investments,
Great-West, 1990 to 1993; Manager, Bond, Investment Grade
Corporate Bond and Zero Coupon Treasury Portfolios of
Maxim Series Fund, 1990 to June 1994.
The day-to-day lead portfolio manager for the Total
Return Portfolio is B.D. Squair, C.F.A., Assistant
Manager, Capital Markets Group, Great-West; Manager,
Total Return Portfolio of Maxim Series Fund; Manager,
Great-West Variable Annuity Account A; 1988 to Present.
Sub-Advisers
Janus Capital Corporation (Janus) serves as the
Sub-Adviser to the Mid-Cap Portfolio. As such, Janus is
responsible for daily managing the investment and
reinvestment of assets of the Mid-Cap Portfolio, subject
generally to review and supervision of the Investment
Adviser and the Board of Directors. Janus bears all
expenses in connection with the performance of its
services, such as compensating and furnishing office
space for its officers and employees connected with
investment and economic research, trading and investment
management of the Mid-Cap Portfolio.
Janus is a Colorado corporation, registered as an
investment adviser with the Securities and Exchange
Commission. Its principal business address is 100
Fillmore Street, Denver, Colorado 80206.
The day-to-day manager of the Mid-Cap Portfolio is
James P. Goff, Portfolio Manager for the Janus Enterprise
Fund. Mr. Goff joined Janus in 1988 and has managed the
Janus Enterprise Fund since its inception in September
1992.
The Investment Adviser is responsible for
compensating Janus, which receives monthly compensation
from the Investment Adviser at the annual rate of .60% on
the first $100 million and .55% on all amounts over $100
million.
Templeton Investment Counsel, Inc. (TICI) serves
as the Sub-Adviser of the International Equity Portfolio.
As such, TICI is responsible for daily managing the
investment and reinvestment of assets of the
International Equity Portfolio, subject generally to
review and supervision of the Investment Adviser and the
Board of Directors.
TICI bears all expenses in connection with the
performance of its services, such as compensating and
furnishing office space for its officers and employees
connected with investment and economic research, trading
and investment management of the International Equity
Portfolio.
The day-to-day manager of the International Equity
Portfolio is Mark Beveridge, Vice President, TICI (since
1985).
TICI is an indirect subsidiary of Templeton
Worldwide, Inc., which in turn is a direct, wholly-owned
subsidiary of Franklin Resources, Inc. TICI is a Florida
corporation with its principal business address at
Broward Financial Centre, 500 East Broward Boulevard,
Suite 2100, Fort Lauderdale, Florida 33394.
The Investment Adviser is responsible for
compensating TICI, which receives monthly compensation
from the Investment Adviser at the annual rate of .70% on
the first $25 million, .55% on the next $25 million, .50%
on the next $50 million, and .40% all amounts over $100
million.
T. Rowe Price Associates, Inc. ("T. Rowe Price")
serves as the sub-adviser to the Maxim T. Rowe Price
Equity/Income Portfolio. As such, T. Rowe Price is
responsible for daily managing the investment and
reinvestment of assets of the Portfolio, subject
generally to review and supervision of the Investment
Adviser and the Board of Directors. T. Rowe Price bears
all expenses in connection with the performance of its
services, such as compensating and furnishing office
space for its officers and employees connected with the
investment and economic research, trading and investment
management of the Maxim T. Rowe Price Equity/Income
Portfolio.
T. Rowe Price is a Maryland corporation, registered
as an investment adviser with the Securities and Exchange
Commission. Its principal business address is 100 East
Pratt Street, Baltimore, Maryland 21202.
The Maxim T. Rowe Price Equity/Income Portfolio is
managed by an Investment Advisory Committee composed of
the following members: Brian C. Rogers, Chairman, Thomas
H. Broadus, Jr., Richard P. Howard and William J.
Stromberg. The Committee Chairman has day-to-day
responsibility for managing the Portfolio. Mr. Rogers
has been Chairman of the Committee since 1993. He joined
T. Rowe Price in 1982 and has been managing investments
since 1983.
The Investment Adviser is responsible for
compensating T. Rowe Price, which receives monthly
compensation from the Investment Adviser at the annual
rate of .50% on the first $20 million, .40% on the next
$30 million and .40% on all assets once total assets
exceed $50 million.
INVESCO Trust Company ("ITC") serves as the sub-
adviser to the Maxim INVESCO Small-Cap Growth Portfolio
and Maxim INVESCO ADR Portfolio. As such, ITC is
responsible for daily managing the investment and
reinvestment of assets of the Maxim INVESCO Small Cap
Growth Portfolio and Maxim INVESCO ADR Portfolio, subject
generally to review and supervision of the Investment
Adviser and the Board of Directors. ITC bears all
expenses in connection with the performance of its
services, such as compensating and furnishing office
space for its officers and employees connected with
investment and economic research, trading and investment
management of the Portfolios.
ITC is a Colorado Trust Company and an indirect
wholly-owned subsidiary of INVESCO PLC. ITC is
registered as an Investment Adviser with the Securities
and Exchange Commission. Its principal business address
is 7800 E. Union Avenue, Denver, Colorado, 80237.
The day-to-day manager of the Maxim INVESCO Small-
Cap Growth Portfolio is John Schroer, who also serves as
portfolio manager for the INVESCO Emerging Growth Fund,
Inc. and co-portfolio manager of the Health Sciences
Portfolio of INVESCO Strategic Financial Portfolios,
Inc.. Mr. Schroer is Vice President (since 1995) and
Portfolio Manager (since 1993) of ITC. Formerly, Mr.
Schroer was Assistant Vice President with Trust Company
of the West (1990-1993). Mr. Schroer began his
investment career in 1990 and received a B.S. and M.B.A.
from the University of Wisconsin - Madison.
The Investment Adviser is responsible for
compensating ITC, which receives monthly compensation
from the Investment Adviser at the annual rate of .55% on
the first $25 million, .50% on the next $50 million, .40%
on the next $25 million and .35% on assets over $100
million.
The day-to-day manager of the Maxim INVESCO ADR
Portfolio is W. Lindsay Davidson, who also serves as
portfolio manager for the INVESCO ADR International
Equity Management Fund. Mr. Davidson has been with
INVESCO PLC since 1984 and in 1989, he is responsible for
global and international portfolios. Mr. Davidson began
his investment career in 1974 and previously worked for
both insurance and reinsurance companies in England. He
holds an M.A. (Honours) degree in Economics from
Edinburgh University.
The Investment Adviser is responsible for
compensating ITC, which receives monthly compensation
from the Investment Adviser at the annual rate of .55% on
the first $50 million, .50% on the next $50 million, and
.40% on assets over $100 million.
Ariel Capital Management, Inc. ( Ariel ) is a
privately held minority-owned money manager registered
with the Securities and Exchange Commission as an
investment adviser. It is an Illinois corporation with
its principal business address at 307 North Michigan
Avenue, Chicago, Illinois 60601. Subject generally to
review and supervision by the Investment Adviser and the
Board of Directors of the Fund, Ariel is responsible for
the actual daily management of the Small-Cap Value
Portfolio and for making decisions to buy, sell or hold
any particular security.
Ariel bears all expenses in connection with the
performance of its services, such as compensating and
furnishing office space for its officers and employees
connected with investment and economic research, trading
and investment management of the Small-Cap Value
Portfolio.
The day-to-day manager for the Small-Cap Value
Portfolio is John W. Rogers, Jr. Mr. Rogers' business
experience during the past five years is as Chief
Investment Officer, Ariel Capital Management and
Portfolio Manager, Calvert-Ariel Growth Fund.
The Investment Adviser is responsible for
compensating Ariel, which receives monthly compensation
from the Investment Adviser at the annual rate of .40% of
the average daily net asset value of the Small-Cap Value
Portfolio up to $5 million, .35% on the next $10 million,
.30% on the next $10 million, and .25% of such value in
excess of $25 million.
Loomis, Sayles & Company, L.P. ("Loomis Sayles") is
the sub-adviser of the Corporate Bond Portfolio. As
such, Loomis Sayles is responsible for daily managing the
investment and reinvestment of assets of the Portfolio,
subject generally to review and supervision of the
Investment Adviser and the Board of Directors. Loomis
Sayles bears all expenses in connection with the
performance of its services, such as compensating and
furnishing office space for its officers and employees
connected with the investment and economic research,
trading and investment management of the Portfolio.
Loomis Sayles is a Delaware limited partnership,
registered as an investment adviser with the Securities
and Exchange Commission. Its principal business address
is One Financial Center, Boston, Massachusetts 02111.
The day-to-day manager of the Corporate Bond
Portfolio is Daniel J. Fuss, Executive Vice President of
Loomis Sayles and who also serves as the fund manager of
the Loomis Sayles Bond Fund. Mr. Fuss has served as the
portfolio manager of the Loomis Sayles Bond Fund since
its inception in 1991.
The Investment Adviser is responsible for
compensating Loomis Sayles, which receives monthly
compensation from the Investment Adviser at the annual
rate of .30% on all assets of the Corporate Bond
Portfolio.
The Board of Directors has authorized each sub-
adviser to utilize certain brokers affiliated with the
sub-advisers, respectively, in connection with the
execution of transactions in the Portfolios for which the
sub-adviser provides sub-advisory services.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends from investment income of the Money Market
Portfolio shall be declared daily and reinvested monthly
in additional shares of the Portfolio at net asset value.
Dividends from investment income of the Bond and U.S.
Government Securities Portfolios shall be declared and
reinvested quarterly . Dividends from investment income,
if any, of the Stock Index, Small-Cap Index, Small-Cap
Value, Total Return, Mid-Cap, Maxim T. Rowe Price
Equity/Income and Maxim INVESCO Small-Cap Growth will be
declared and reinvested semi-annually. Dividends from
investment income of the International Equity and Maxim
INVESCO ADR Portfolios shall be declared and reinvested
annually. 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 and TNE'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/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 are sold and redeemed at their
net asset value next determined after initial receipt of
a 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 once daily Monday
through Friday, except on holidays on which the New York
Stock Exchange is closed.
Net asset value of a portfolio share is computed by
dividing the value of the net assets of the portfolio by
the total number of portfolio shares outstanding.
Portfolio securities that are traded on the stock
exchange are valued at the last sale price as of the
close of business on the day the securities are being
valued, or, lacking any sales, at the mean between
closing bid and asked price. Securities traded in the
over-the-counter market are valued at the mean between
the bid and asked prices or yield equivalent as obtained
from one or more dealers that make markets in the
securities. Portfolio securities that are traded both in
the over-the-counter market and on an exchange are valued
according to the broadest and most representative market.
Securities and assets for which market quotations are not
readily available are valued at fair value as determined
in good faith by or under the direction of the Board of
Directors, including valuations furnished by a pricing
service that may be retained by the Fund.
Market quotations of foreign securities in foreign
currency are translated to U.S. dollars at the prevailing
rate of exchange. Securities for which market quotations
are not readily available, and other assets, are valued
at fair value as determined in good faith by the Board of
Directors. Such a determination may take into account,
for example, quotations by dealers or issuers for
securities of similar type, quality, and maturity, or
valuations furnished by a pricing service retained by the
Fund.
Money market securities held by the Fund with 60
days or less remaining to maturity are valued on an
amortized cost basis, which involves valuing a portfolio
instrument at its cost initially and thereafter assuming
a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest
rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in
periods during which value, as determined by amortized
cost, is higher or lower than the price the Fund would
receive if it sold the security.
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 an
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 of TNE, and
Great-West, which provided the Fund's initial
capitalization, and the affiliates of Great-West, will be
holders of the shares and be entitled to exercise the
rights directly as described in the applicable Series
Account prospectus.
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 Fund'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 Portfolios. When
the Fund advertises the total return of one of these
portfolios, it will usually be calculated for one year,
five years, and ten years or some other relevant period
if the Fund has 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).
Some of the Portfolios may also advertise their
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 Fund share (reduced by any dividend expected
to be paid shortly out of Fund income) on the last day of
the period.
The Money Market Portfolio may advertise its yield
and effective yield. The yield of the Money Market
Portfolio is based upon the income earned by the
Portfolio over a seven-day period and then annualized,
i.e., the income earned in the period is assumed to be
earned every seven days over a 52-week period and stated
as a percentage of the investment. Effective yield is
calculated similarly but, when annualized, the income
earned by the investment is assumed to be reinvested in
portfolio shares and thus compounded in the course of a
52-week period.
YIELDS
Yield (and effective yield, in the case of the Money
Market Portfolio) will fluctuate, and publication of
yield information may not provide a basis for comparison
with bank deposits, securities of other investment
companies or other investments which are insured and/or
pay a fixed yield for a stated period of time. In
addition, the yield and effective yield information may
be of limited use for comparative purposes because it
does not reflect charges imposed at the Series Account
level which, if included, would decrease the yield.
Moreover, the yields shown reflect past performance of
the Portfolios only and, as such, are not intended to
indicate, predict or guarantee future performance.
Yield**
Effective Yield**
MONEY MARKET PORTFOLIO 5.42%
5.57%
Comparison Information (1) 5.30%
Yield**
BOND PORTFOLIO 6.35%
STOCK INDEX PORTFOLIO 1.48%
U.S. GOVERNMENT
SECURITIES PORTFOLIO 6.72%
TOTAL RETURN PORTFOLIO 2.10%
SMALL-CAP INDEX PORTFOLIO 1.69%
INTERNATIONAL EQUITY PORTFOLIO -3.06%
MIDCAP PORTFOLIO -0.69%
MAXIM T. ROWE PRICE
EQUITY/INCOME PORTFOLIO 2.56%
MAXIM INVESCO SMALL-CAP
GROWTH PORTFOLIO 0.18%
MAXIM INVESCO ADR PORTFOLIO 0.52%
SMALL-CAP VALUE PORTFOLIO 1.46%
CORPORATE BOND PORTFOLIO 7.15%
**Yield and effective yield for the Money Market Portfolio is
for the 7-day period
ended December 31, 1995. Yield for the other Portfolios is for the
month ended December 31,
1995. All the yield and effective yield calculations above take
into account charges against
the Portfolio. All yield and effective yield information is
annualized.
(1) The Donoghue MONEY FUND AVERAGE lists 772 taxable money funds
that are available
to
individual investors.
TOTAL RETURNS
All total return calculations assume the full
redemption of the Portfolio at the end of the period for
which the calculation was made. These returns also
reflect annual returns over the period indicated. For
information on the method used to calculate the above
returns see the Statement of Additional Information. The
performance shown reflects only past performance of the
Portfolios and is not intended to be an indication,
prediction or guarantee of future performance. Total
return information, however, may be of limited use for
comparative purposes because it does not reflect charges
imposed at the Series Account level which, if included,
would decrease the total return.
One Five
Ten Since+++
Year Year Year
Inception
BOND PORTFOLIO 15.21% 8.27%
8.74%
Comparison Information (2) 15.33%
8.61% 9.82%
STOCK INDEX PORTFOLIO+ 35.60% 14.26%
12.17%
Comparison Information (3) 37.58%
16.59% 14.88%
U.S. GOVERNMENT
SECURITIES PORTFOLIO++ 16.09% 8.89%
8.87%
Comparison Information (7) 16.80%
8.73% 9.58%
TOTAL RETURN PORTFOLIO 22.70% 11.51%
N/A 9.09%
Comparison Information (4) 24.61%
12.87% 11.71%
SMALL-CAP INDEX PORTFOLIO 26.24% N/A
N/A 9.92%
Comparison Information (5) 28.44%
20.99% 11.32%
INTERNATIONAL EQUITY
PORTFOLIO 8.93% N/A
N/A 7.78%
Comparison Information (6) 11.55%
9.71% 13.95%
MIDCAP PORTFOLIO 26.50% N/A
N/A 18.42%
Comparison Information (9) 30.95%
19.30% 15.64%
MAXIM T. ROWE PRICE
EQUITY/INCOME PORTFOLIO 33.42% N/A
N/A 26.57%
Comparison Information (3) 37.58%
16.59% 14.88%
<PAGE>
One Five
Ten Since+++
Year Year Year
Inception
MAXIM INVESCO
SMALL-CAP GROWTH PORTFOLIO 31.79% N/A
N/A 27.60%
Comparison Information (5) 28.44%
20.99% 11.32%
MAXIM INVESCO ADR PORTFOLIO 15.48% N/A
N/A 12.00%
Comparison Information (6) 11.55%
9.71% 13.95%
SMALL-CAP VALUE PORTFOLIO 15.51% N/A
N/A 7.43% Comparison Information (3)
37.58% 16.59% 14.88%
CORPORATE BOND PORTFOLIO 30.19% N/A
N/A 23.78%
Comparison Information (8)
(2) The Lehman Brothers Intermediate Government/Corporate Bond
Index is an index of all
investment grade publicly traded issues of at least $50 million
outstanding with a four year
average maturity.
(3) The S&P 500 Index is an index comprised of 500 stocks chosen
for their general
representation of the stock market composition by Standard & Poor's
Corporation.
(4) The Lipper Analytical Services Inc. Balanced Fund Survey is a
survey of approximately 61
balanced funds.
(5) The Russell 2000 Index is an index which tracks a broadly
diversified group of small
capitalization domestic stocks.
(6) The Morgan Stanley Capital International EAFE Index is an index
which tracks stocks from
Europe, Australia and the Far East.
(7) The Lehman Brothers Mortgage-Backed Securities Index is and
index of 15- and 30-year
fixed
rate securities backed by mortgage pools of GNMAS, FNMA and FHLMC.
Balloons are also
included
in the Index.
(8) The Merrill Lynch Government/Corporate Index is a broad-based
bond index of investment
grade publicly traded issues.
(9) The S&P MidCap 400 Index is market-weighted and consists of
stocks, each having a median
market capitalization of $1.6 billion.
+From September 24, 1984 until December 1, 1992, the Stock
Index Portfolio was named
the Growth Portfolio and prior to September 24, 1984, was named the
Income/Equity Portfolio.
During these periods, the Portfolio's investment policies differed
from the Stock Index
Portfolio's current policies.
++From July 29, 1987 until May 1, 1990, the U.S. Government
Securities Portfolio's
name was the Government and High Quality Securities Portfolio and
from April 8, 1985 until
July
29, 1987 the Portfolio's name was the Government Guaranteed
Portfolio. During these periods
the Portfolio's investment policies differed from the U.S.
Government Securities Portfolio's
current policies.
+++The Total Return Portfolio was established effective July
29, 1987. The Small-Cap
Index, Small-Cap Value and International Equity Portfolios were
established effective December
1, 1993. The Mid-Cap Portfolio was established effective January 3,
1994. The Maxim
INVESCO
Small-Cap Growth, Corporate Bond, Maxim INVESCO ADR and Maxim T.
Rowe Price
Equity/Income
Portfolios were established November 1, 1994.
GENERAL INFORMATION
Reports to Shareholders
The fiscal year of the Fund ends on December 31 of
each year. The Fund will send to its shareholders, at
least semiannually, reports showing performance of the
Fund's portfolios and other information. An annual
report, containing financial statements, audited by
independent certified public accountants, will be sent to
shareholders each year.
Custodian
Morgan Guaranty Trust Company of New York, New York
City ("Morgan"), 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.
Independent Auditors
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.
Legal Counsel
Jorden Burt Berenson & Johnson, LLP 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>
[Qualified Prospectus]
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
investment portfolios: the Money Market Portfolio, the
Investment Grade Corporate Bond Portfolio, the Stock
Index Portfolio, the U.S. Government Mortgage Securities
Portfolio, the Total Return Portfolio, the Small-Cap
Index Portfolio, the Value Index Portfolio, the Growth
Index Portfolio, the Small-Cap Value Portfolio, the
Small-Cap Aggressive Growth Portfolio, the Corporate Bond
Portfolio, the Foreign Equity Portfolio and the Short-
Term Maturity Bond Portfolio.
The investment objective of the Money Market
Portfolio is preservation of capital, liquidity and the
highest possible current income consistent with the
foregoing objectives, through investments in short-term
money market securities. Shares of the Money Market
Portfolio are neither insured nor guaranteed by the U.S.
Government. Further, there is no assurance that the
Portfolio will be able to maintain a stable net asset
value of $1.00 per share.
The Investment Grade Corporate Bond Portfolio seeks
the highest possible current income within the confines
of the primary goal of insuring the protection of capital
by investing primarily in investment grade corporate debt
securities and in debt securities issued by the U.S.
Government and its agencies.
The principal objective of the Stock Index Portfolio
is to provide investment results, before fees, that
correspond to the total return of the S&P 500 Index and
the S&P MidCap Index, weighted according to their pro
rata share of the market.
The investment objective of the U.S. Government
Mortgage Securities Portfolio is to seek the highest
level of return consistent with preservation of capital
and substantial credit protection. The Portfolio seeks to
achieve this objective by investing primarily in mortgage
related securities issued or guaranteed by the U.S.
Government or one of its agencies or instrumentalities.
The objective of the Total Return Portfolio is to
seek to obtain the highest possible total return, a
combination of income and capital appreciation,
consistent with reasonable risk.
The objective of the Small-Cap Index Portfolio is to
provide investment results, before fees, that correspond
to the total return of the Russell 2000 Index.
The objective of the Value Index Portfolio is to
provide investment results, before fees, that correspond
to the total return of the Russell 1000 Value Index.
The objective of the Growth Index Portfolio is to
provide investment results, before fees, that correspond
to the total return of the Russell 1000 Growth Index.
The objective of the Small-Cap Value Portfolio is to
achieve long-term capital appreciation by investing
primarily in common stocks, although the Portfolio may
also invest in other securities, including restricted and
preferred stocks.
The investment objective of the Small-Cap Aggressive
Growth Portfolio is long-term capital growth. The Small-
Cap Aggressive Growth Portfolio seeks to achieve its
objective by investing in common stocks or their
equivalent emphasizing securities believed to be
undervalued by the market.
The investment objective of the Corporate Bond
Portfolio is high total investment return. The Corporate
Bond Portfolio seeks to achieve its investment objective
by investing primarily in debt securities (including
convertibles), although up to 20% of its total assets at
the time of acquisition may be invested in preferred
stocks.
The investment objective of the Foreign Equity
Portfolio is total return from long-term growth of
capital and dividend income. The Foreign Equity Portfolio
seeks to achieve its objective by investing primarily in
international equity securities. Although the Portfolio
seeks to invest primarily in common stocks, it may also
invest in any type of equity security.
The investment objective of the Short-Term Maturity
Bond Portfolio is preservation of capital, liquidity, and
maximum total return through investment in an actively
managed portfolio of debt securities.
This Prospectus sets forth concisely the information
about the Fund 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 April 30, 1996 .<PAGE>
FINANCIAL HIGHLIGHTS
MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993, 1992, 1991,
1990,
1989, 1988, 1987, and 1986
The following tables should be read in conjunction with the
financial
statements and related notes included in the Statement of
Additional
Information
Money Market Portfolio
Years Ended December 31,
1995 1994 1993
1992 1991 1990
1989 1988 1987
1986
Net Asset Value, Beginning of Period
$ 1.0007 $ 1.0007 $ 1.0007
$ 1.0006 $ 1.0005 $ 1.0027
$ 1.0014 $ 1.0002 $ 0.9988
$ 0.9979
Income from Investment Operations
Net investment income
0.0555 0.0394 0.0278
0.0343 0.0565 0.0766
0.0870 0.0711 0.0635
0.0603
Net Gains or Losses on Securities (realized and unrealized)
- - - -
0.0001 0.0001 (0.0022)
0.0013 0.0018 0.0014
0.0009
Total from Investment Operations
0.0555 0.0394 0.0278
0.0344 0.0566 0.0744
0.0883 0.0729 0.0649
0.0612
Less Distributions
Dividends (from net investment income)
(0.0555) (0.0394) (0.0278)
(0.0343) (0.0565) (0.0766)
(0.0870) (0.0711) (0.0635)
(0.0603)
Distributions (from capital gains)
- - - -
- - - -
- - (0.0006) -
- -
Initial Capitalization
- - - -
- - - -
- - - -
- -
Returns of Capital Total Distributions
(0.0555) (0.0394) (0.0278)
(0.0343) (0.0565) (0.0766)
(0.0870) (0.0717) (0.0635)
(0.0603)
Net Asset Value End of Period
$ 1.0007 $ 1.0007 $ 1.0007
$ 1.0007 $ 1.0006 $ 1.0005
$ 1.0027 $ 1.0014 $ 1.0002
$ 0.9988
Net Assets, End of Period
277,257,289 186,587,262 96,997,973
64,220,562 52,118,377 36,738,618
28,749,125 24,590,994 18,947,848
5,015,383
Ratio of Expenses to Average Net Assets
0.46% 0.46% 0.46%
0.46% 0.48% 0.50%
0.50% 0.50% 0.50%
0.50%
Ratio of Net Income to Average Net Assets
5.55% 3.96% 2.82%
3.43% 6.15% 8.14%
9.18% 7.61% 6.85%
6.54%
Portfolio Turnover Rate
- - -
- - -
- - -
-
STOCK INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993, 1992, 1991,
1990, 1989,
1988, 1987,and 1986
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Stock Index Portfolio *
Years Ended December 31,
1995 1994 1993
1992 1991 1990
1989 1988 1987
1986
Net Asset Value, Beginning of Period
$ 1.4978 $ 1.5575 $ 1.4506
$ 1.5206 $ 1.3191 $ 1.3947
$ 1.2986 $ 1.1788 $ 1.2743
$ 1.2141
Income from Investment Operations
Net investment income
0.0334 0.0350 0.0320
0.0383 0.0563 0.0682
0.0769 0.0605 0.0563
0.0487
Net Short-Term realized gain
0.0010
Net Gains or Losses on Securities (realized and unrealized)
0.4953 (0.0335) 0.1097
0.0502 0.2492 (0.0756)
0.1213 0.1518 0.0412
0.0974
Total from Investment Operations
0.5297 0.0015 0.1417
0.0885 0.3055 (0.0074)
0.1982 0.2123 0.0975
0.1461
Less Distributions
Dividends (from net investment income and net Short-Term
realized gains)
(0.0344) (0.0350) (0.0320)
(0.0382) (0.0542) (0.0682)
(0.0769) (0.0608) (0.0559)
(0.0487)
Distributions (from capital gains)
(0.0135) (0.0262) (0.0028)
(0.1203) (0.0498) -
(0.0252) (0.0317) (0.1371)
(0.0372)
Initial Capitalization
- - - -
- - - -
- - - -
- -
Returns of Capital Total Distributions
(0.0479) (0.0612) (0.0348)
(0.1585) (0.1040) (0.0682)
(0.1021) (0.0925) (0.1930)
(0.0859)
Net Asset Value End of Period
$ 1.9796 $ 1.4978 $ 1.5575
$ 1.4506 $ 1.5206 $ 1.3191
$ 1.3947 $ 1.2986 $ 1.1788
$ 1.2743
Total Return (1)
35.60% 0.14% 9.84%
5.87% 23.33% -0.58%
15.21% 17.91% 5.85%
13.25%
Net Assets, End of Period
707,459,637 497,339,992 562,189,394
462,539,021 359,177,318 223,661,178
182,730,744 134,553,151 97,806,067
49,376,907
Ratio of Expenses to Average Net Assets
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60%
Ratio of Net Income to Average Net Assets
1.91% 2.23% 2.14%
2.49% 4.33% 5.70%
6.15% 5.29% 4.61%
4.44%
Portfolio Turnover Rate
5.25% 11.98% 1.68%
118.83% 24.28% 26.41%
37.96% 44.65% 47.66%
38.85%
* From September 24, 1984 until December 1, 1992, the Portfolio's
name
was the Growth Portfolio, and prior to September 24, 1984 the
Portfolio's
name was the Income/Equity Portfolio. During these periods, the
Portfolio's investment policies differed from its current policies.
(1) The performance shown does not reflect fees or expenses
deducted
at the separate account level.
TOTAL RETURN PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993, 1992, 1991,
1990,
1989, 1988, and 1987 *
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Total Return Portfolio
Years Ended December 31,
1995 1994 1993
1992 1991 1990
1989 1988 1987
Net Asset Value, Beginning of Period
$ 1.1238 $ 1.2065 $ 1.1327
$ 1.1156 $ 1.0017 $ 1.0279
$ 0.9018 $ 0.8750 $ -
Income from Investment Operations
Net investment income
0.0421 0.0382 0.0326
0.0424 0.0979 0.0541
0.0542 0.0536 0.0180
Net Short-Term realized gains
0.0139
Net Gains or Losses on Securities (realized and unrealized)
0.1960 (0.0704) 0.1025
0.0165 0.1177 (0.0262)
0.1261 0.0271 (0.3738)
Total from Investment Operations
0.2520 (0.0322) 0.1351
0.0589 0.2156 0.0279
0.1803 0.0807 (0.3558)
Less Distributions
Dividends (from net investment income and Net Short -Term realized
gains)
(0.0560) (0.0382) (0.0326)
(0.0375) (0.0543) (0.0541)
(0.0542) (0.0539) (0.0178)
Distributions (from capital gains)
(0.0229) (0.0123) (0.0287)
(0.0043) (0.0474) -
- - - -
Initial Capitalization
- - - -
- - - -
- - - 1.2486
Returns of Capital Total Distributions
(0.0789) (0.0505) (0.0613)
(0.0418) (0.1017) (0.0541)
(0.0542) (0.0539) 1.2308
Net Asset Value End of Period
$ 1.2969 $ 1.1238 $ 1.2065
$ 1.1327 $ 1.1156 $ 1.0017
$ 1.0279 $ 0.9018 $ 0.8750
Total Return (1)
22.70% -2.68% 12.19%
5.45% 22.04% 2.92%
20.48% 9.34% -
Net Assets, End of Period
55,176,028 41,348,517 39,297,459
18,696,606 11,783,118 11,875,970
13,205,175 10,992,865 9,644,569
Ratio of Expenses to Average Net Assets
0.60% 0.60% 0.60%
0.60% 0.60% 0.60%
0.60% 0.60% 0.50%
Ratio of Net Income to Average Net Assets
3.41% 3.30% 2.88%
3.56% 5.52% 5.98%
6.17% 6.56% 5.35%
Portfolio Turnover Rate
44.70% 74.85% 58.02%
29.26% 92.80% 59.96%
59.25% 92.15% 67.24%
"* The Total Return Portfolio was established effective July
29, 1987."
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
INVESTMENT GRADE CORPORATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994, 1993 and 1992 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Investment Grade Corporate Bond Portfolio
Years Ended December 31,
1995 1994 1993
1992
Net Asset Value, Beginning of
Period
$ 1.2019 $ 1.3090 $ 1.2957
$ 1.0000
Income from Investment
Operations
Net investment income
0.0794 0.0665 0.0691
0.0058
Net Short-Term realized gain
0.0022
Net Gains or Losses on
Securities (realized and
unrealized)
0.1142 (0.1071) 0.0452
0.2957
Total from Investment
Operations
0.1958 (0.0406) 0.1143
0.3015
Less Distributions
Dividends (from net investment
income)
(0.0816) (0.0665) (0.0686)
(0.0058)
Distributions (from capital
gains)
- - - (0.0324)
- -
Initial Capitalization
- - - -
- -
Returns of Capital Total
Distributions
(0.0816) (0.0665) (0.1010)
(0.0058)
Net Asset Value End of Period
$ 1.3161 $ 1.2019 $ 1.3090
$ 1.2957
Total Return (1)
16.71% -3.15% 8.95%
29.57%
Net Assets, End of Period
95,210,404 71,276,294 63,585,296
49,607,522
Ratio of Expenses to Average
Net Assets
0.60% 0.60% 0.60% *
0.59% *
Ratio of Net Income to
Average Net Assets
6.30% 5.37% 5.13% *
4.71%
Portfolio Turnover Rate
159.21% 51.66% 151.14%
23.91%
* Annualized
** The Investment Grade Corporate Bond Portfolio was established
effective December
1, 1992.
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
"For the Years Ended December 31, 1995, 1994, 1993, and 1992 **"
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
U.S. Government Mortgage Securities Portfolio
"Years Ended December 31,"
1995 1994 1993
1992
"Net Asset Value, Beginning of"
Period $ 1.0917 $ 1.1813
$ 1.1503
$ 1.0000
Income from Investment
Operations
Net investment income 0.0781
0.0620 0.0788
0.0029
Net Gains or Losses on
Securities (realized and
unrealized) 0.0869
(0.0896) 0.0315
0.1598
Total from Investment
Operations 0.1650
(0.0276) 0.1103
0.1627
Less Distributions
Dividends (from net investment
income) (0.0781) (0.0620)
(0.0788)
(0.0029)
Distributions (from capital
gains) - -
(0.0005)
(0.0095)
Initial Capitalization - -
- - -
Returns of Capital Total
Distributions (0.0781)
(0.0620) (0.0793)
(0.0124)
Net Asset Value End of Period $ 1.1786
$ 1.0917 $
1.1813 $ 1.1503
Total Return (1) 15.55% -2.34%
9.65%
15.03%
"Net Assets, End of Period" "129,549,680 "
"93,386,366 "
"77,052,883 " "28,107,848 "
Ratio of Expenses to Average
Net Assets 0.60% 0.60%
0.60%
0.59% *
Ratio of Net Income to
Average Net Assets 6.84%
5.67% 8.12%
3.16% *
Portfolio Turnover Rate 188.04% (2)
331.42%
17.78% 33.52%
* Annualized
"** The U.S. Government Mortgage Securities Portfolio was
established effective
December 1, 1992"
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
"(2) In 1994, the Portfolio turnover rate was higher than in
past years due to the impact
of rising interest rates with respect to the reverse dollar
repurchase (""dollar roll"")"
strategy utilized for this Portfolio. High Portfolio
turnover rates may occur in the
future if the similar economic conditions occur.
SMALL-CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994 and 1993 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Small-Cap Value Portfolio
Years Ended December 31,
1995 1994 1993
Net Asset Value, Beginning of Period
$ 0.9974 $ 1.0330 $
1.0000
Income from Investment Operations
Net investment income
0.0286 0.0068 0.0012
Net Short-Term realized
gain
0.0350
Net Gains or Losses on Securities (realized and unrealized)
0.0884 (0.0356) 0.0330
Total from Investment Operations
0.1520 (0.0288) 0.0342
Less Distributions
Dividends (from net investment income and net Short-Term realized
gains)
(0.0636) (0.0068) (0.0012)
Distributions (from capital gains)
(0.0189) - -
Initial Capitalization
- - - -
Returns of Capital Total Distributions
(0.0825) 0.0068 (0.0012)
Net Asset Value End of Period
$ 1.0669 $ 0.9974 $ 1.0330
Total Return (1)
15.51% -2.78% 3.42%
Net Assets, End of Period
20,769,579 9,721,848 3,007,882
Ratio of Expenses to Average Net Assets
1.35% # 1.33% # 1.33% *
#
Ratio of Net Income to Average Net Assets
2.51% 0.80% 1.52% *
Portfolio Turnover Rate
17.78% 16.81% -
* Annualized
** The Small-Cap Value Portfolio was established effective December
1, 1993.
Percentages are shown net of expenses reimbursed by The Great-West
Life Assurance Company.
(1) The performance shown does not reflect fees or expenses
deducted at
the separate account level.
SMALL-CAP INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994 and 1993 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Small-Cap Index Portfolio
Years Ended December 31,"
1995 1994 1993
Net Asset Value, Beginning of Period
$ 0.9540 $ 1.0112 $ 1.0000
Income from Investment Operations
Net investment income
0.0102 0.0097 0.0009
Net Short-Term realized
gain
0.0095
Net Gains or Losses on Securities (realized and unrealized)
0.2298 (0.0572) 0.0112
Total from Investment Operations
0.2495 (0.0475) 0.0121
Less Distributions
Dividends (from net investment income and net Short-Term realized
gains)
(0.0197) (0.0097) (0.0009)
Distributions (from capital gains)
(0.0158) - -
Initial Capitalization
- - - -
Returns of Capital Total Distributions
(0.0355) (0.0097) (0.0009)
Net Asset Value End of Period
$ 1.1680 $ 0.9540 $ 1.0112
Total Return (1)
26.24% -4.69% 1.21%
Net Assets, End of Period
51,610,284 22,336,944 5,936,716
Ratio of Expenses to Average Net Assets
0.60% 0.60% 0.60% *
Ratio of Net Income to Average Net Assets
1.00% 1.20% 1.24% *
Portfolio Turnover Rate
30.17% 53.44% 0.72%
* Annualized
** The Small-Cap Index was established effective December 1, 1993.
(1) The performance shown does not reflect fees or expenses
deducted at the spearate
account level.
VALUE INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994 and 1993 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Value Index Portfolio
Years Ended December 31,
1995 1994 1993
Net Asset Value, Beginning of
Period $ 0.9614 $ 1.0118
$ 1.0000
Income from Investment
Operations
Net investment income 0.0305
0.0253
0.0014
Net Short-Term realized gain 0.0054
Net Gains or Losses on
Securities (realized and
unrealized) 0.3144
(0.0504) 0.0119
Total from Investment
Operations 0.3503
(0.0251) 0.0133
Less Distributions
Dividends (from net investment
income and net Short-Term
realized gain) (0.0359)
(0.0253)
(0.0014)
Distributions (from capital
gains) (0.0135) -
(0.0001)
Initial Capitalization - -
-
Returns of Capital Total
Distributions (0.0494)
(0.0253)
(0.0015)
Net Asset Value End of Period $ 1.2623
$ 0.9614
$ 1.0118
Total Return (1) 36.80% -2.49%
1.32%
"Net Assets, End of Period" "65,183,898 "
"25,610,474 "
"4,337,142 "
Ratio of Expenses to Average
Net Assets 0.60% 0.60%
0.59%
*
Ratio of Net Income to
Average Net Assets 2.87%
3.18%
2.11% *
Portfolio Turnover Rate 18.11%
16.88%
8.99%
* Annualized
"** The Value Index Portfolio was established effective
December 1, 1993."
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
GROWTH INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Years Ended December 31, 1995, 1994 and 1993 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Growth Index Portfolio
Years Ended December 31,
1995 1994 1993
Net Asset Value, Beginning of
Period $ 1.0120 $ 1.0064
$ 1.0000
Income from Investment
Operations
Net investment income 0.0127
0.0133
0.0015
Net Short-Term realized gain 0.0038
Net Gains or Losses on
Securities (realized and
unrealized) 0.3394 0.0056
0.0064
Total from Investment
Operations 0.3359 0.0189
0.0079
Less Distributions
Dividends (from net investment
income and net Short-Term
realized gains) (0.0165)
(0.0133)
(0.0015)
Distributions (from capital
gains) (0.0055) -
-
Initial Capitalization - -
-
Returns of Capital Total
Distributions (0.0220)
(0.0133)
(0.0015)
Net Asset Value End of Period $ 1.3459
$ 1.0120
$ 1.0064
Total Return (1) 35.29% 1.93%
0.79%
"Net Assets, End of Period" "43,515,299 "
"14,171,307 "
"3,099,916 "
Ratio of Expenses to Average
Net Assets 0.60% 0.60%
0.59% *
Ratio of Net Income to
Average Net Assets 1.15%
1.57%
1.98% *
Portfolio Turnover Rate 17.90%
18.50%
0.06%
* Annualized
"** The Growth Index Portfolio was established effective
December 1, 1993."
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
CORPORATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995 and 1994 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Corporate Bond Portfolio
Year Ended December 31,
1995 1994
Net Asset Value, Beginning of Period
$ 0.9716 $ 1.0000
Income from Investment Operations
Net investment income
0.0842 0.0137
Net Short-Term realized gain
0.0159
Net Gains or Losses on Securities (realized and unrealized)
0.1835 (0.0284)
Total from Investment Operations
0.2836 (0.0147)
Less Distributions
Dividends (from net investment income and Short-Term realized
gains)
(0.1001) (0.0137)
Distributions (from capital gains)
(0.0030) -
Initial Capitalization
- - -
Returns of Capital Total Distributions
0.1031 (0.0137)
Net Asset Value End of Period
$ 1.1521 $ 0.9716
Total Return (1)
30.19% -1.47%
Net Assets, End of Period
45,530,190 13,713,195
Ratio of Expenses to Average Net Assets
0.90% 1.08% *
Ratio of Net Income to Average Net Assets
7.89% 8.64% *
Portfolio Turnover Rate
24.70% 9.45%
* Annualized
**The Corporate Bond Portfolio was established effective November
1, 1994.
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
FOREIGN EQUITY PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995 and 1994 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Foreign Equity Portfolio
Year Ended December 31,
1995 1994
Net Asset Value, Beginning of
Period $ 0.9515 $ 1.0000
Income from Investment
Operations
Net investment income 0.0073
(0.0019)
Net Gains or Losses on
Securities (realized and
unrealized) 0.0398
(0.0466)
Total from Investment
Operations 0.0471
(0.0485)
Less Distributions
Dividends (from net investment
income) (0.0115) -
Distributions (from capital
gains) -
Initial Capitalization -
Returns of Capital Total (0.0115)
-
Distributions
Net Asset Value End of Period $ 0.9871
$ 0.9515
Total Return (1) 5.02%
- -4.85%
"Net Assets, End of Period" "64,403,868 "
"42,760,613 "
Ratio of Expenses to Average
Net Assets 1.50% #
1.50% * #
Ratio of Net Income to
Average Net Assets 0.69%
-1.26% *
Portfolio Turnover Rate 119.98%
19.85%
* Annualized
"**The Foreign Equity Portfolio was established effective
November 1, 1994."
# Percentage is shown net of expenses reimbursed by The
Great-West Life Assurance
Company.
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
SMALL-CAP AGGRESSIVE GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995 and 1994 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Small-Cap Aggressive Growth Portfolio
Year Ended December 31,
1995 1994
Net Asset Value, Beginning of
Period
$ 0.9755 $ 1.0000
Income from Investment
Operations
Net investment income 0.0075
(0.0016)
Net Short-Term realized gain 0.0878
Net Gains or Losses on
Securities (realized and
unrealized) 0.1962
(0.0229)
Total from Investment
Operations 0.2915
(0.0245)
Less Distributions
Dividends (from net investment
income and net Short-Term
realized gain) (0.0945)
- -
Distributions (from capital
gains) (0.0120) -
Initial Capitalization - -
Returns of Capital Total
Distributions (0.1065)
- -
Net Asset Value End of Period $ 1.1605
$ 0.9755
Total Return (1) 29.96%
- -2.46%
"Net Assets, End of Period" "28,594,611 "
"12,963,409 "
Ratio of Expenses to Average
Net Assets 1.30% #
1.26% * #
Ratio of Net Income to
Average Net Assets 0.65%
-1.08% *
Portfolio Turnover Rate 99.48%
8.84%
* Annualized
"**The Small-Cap Aggressive Growth Portfolio was established
effective November 1,
1994."
# Percentage is shown net of expenses reimbursed by The
Great-West Life Assurance
Company.
(1) The performance shown does not reflect fees or expenses
deducted at the separate
account level.
SHORT-TERM MATURITY BOND PORTFOLIO
FINANCIAL HIGHLIGHTS (AUDITED)
Per Share Income and Capital Changes
For the Year Ended December 31, 1995 **
The following tables should be read in conjunction with the
financial statements
and related notes included in the Statement of Additional
Information
Short-Term Maturity Bond Portfolio
Year Ended December 31,
1995
Net Asset Value, Beginning of
Period
$ 1.0000
Income from Investment
Operations
Net investment income 0.0194
Net Short-Term realized gain 0.0013
Net Gains or Losses on
Securities (realized and
unrealized) 0.0092
Total from Investment
Operations 0.0299
Less Distributions
Dividends (from net investment
income and Short-Term
realized gains) (0.0207)
Distributions (from capital
gains) -
Initial Capitalization -
Returns of Capital Total
Distributions (0.0207)
Net Asset Value End of Period $ 1.0092
Total Return (1) 3.02%
"Net Assets, End of Period" "15,618,670 "
Ratio of Expenses to Average
Net Assets 0.53% *
Ratio of Net Income to
Average Net Assets 4.61% *
Portfolio Turnover Rate 97.87%
* Annualized
"**The Short-Term Maturity Bond Portfolio was established
effective August 1,
1995."
(1) 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 and Pinnacle Series Account of Great-West
Life & Annuity Insurance Company (GWL&A) and TNE
Series(k) Account and TNE Retirement Plan Series Account
(collectively, the "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, its affiliates,
TNE or other insurance companies. The Great-West Life
Assurance Company (Great-West) is the Investment
Adviser for the Fund. The day-to-day management of
certain Portfolios of the Fund is carried out by sub-
advisers which are not affiliated with Great-West.
THE FUND PORTFOLIOS
Each portfolio has its own investment objective and
investment strategy. The investment objective of any
portfolio may not be changed without a vote of a majority
of the shares of that portfolio. A more detailed
description of the Fund's investment policies and a
glossary further describing certain investment securities
mentioned in the discussions that follow are contained in
the Statement of Additional Information. Following is a
description of each of the Portfolios.
Money Market Portfolio
The investment objectives of the Money Market
Portfolio are to preserve shareholder capital, to
maintain liquidity and to achieve the highest possible
current income consistent with the foregoing objectives
by investing in short-term money market securities.
The assets of the Money Market Portfolio are
invested in money market instruments with remaining
maturities not exceeding 13 months. The Money Market
Portfolio also maintains a dollar-weighted average
portfolio maturity of ninety days or less. The money
market instruments in which the Portfolio may invest
include the following:
1. U.S. government securities and government
agency securities. U.S. government securities consist of
various types of marketable securities by the United
States Treasury, such as bills, notes and bonds. Such
securities are direct obligations of the United States
government. U.S. government agency securities are debt
securities issued by government-sponsored enterprises,
federal agencies and international institutions. Such
securities are not direct obligations of the U.S.
Treasury but involve government sponsorship or
guarantees. Among the agencies whose debt securities may
be purchased are: the Government National Mortgage
Association and Federal Housing Administration, whose
instruments are supported by the full faith and credit of
the United States; the Farm Credit Bank, whose
instruments are not direct obligations of the United
States, although the Farm Credit Bank is supported by its
ability to borrow from the U.S. Treasury; and the Federal
Land Bank, Federal Home Loan Bank and Federal Home Loan
Mortgage Corporation, whose instruments are not supported
by the U.S. Treasury, but only by the credit of the
issuing agency;
2. Certificates of deposit, time deposits, swap
deposits and bankers' acceptances of (i) U.S. commercial
banks or savings and loan associations having total
assets in excess of $1 billion, or (ii) other U.S.
commercial banks or savings and loan associations,
foreign branches of U.S. banks, and U.S. branches of
foreign banks if such bank obligations are fully insured
by the Federal Deposit Insurance Corporation;
3. Commercial paper, including variable amount
master demand notes;
4. Repurchase and reverse repurchase agreements.
A repurchase agreement is an instrument under which the
purchaser (e.g., the Fund) acquires ownership of the
obligation (debt security) and the seller agrees at the
time of the sale to repurchase the obligation at a
mutually agreed upon time and price, thereby determining
the yield during the purchaser's holding period. This
results in a fixed rate of return insulated from market
fluctuations during such period. Reverse repurchase
agreements involve the sale of securities held by the
Portfolio, with an agreement to repurchase the securities
at an agreed upon price, date and interest payment.
Repurchase agreements could involve certain risks in the
event of default or insolvency of the other party to the
agreement, including possible delays or restrictions upon
the Portfolio's ability to dispose of the underlying
securities. The Investment Adviser, acting under the
supervision of the Board of Directors, reviews the credit
worthiness of those dealers with whom the Portfolio
enters into repurchase agreements; and
5. Other money market instruments that the
Portfolio may from time-to-time invest in include
floating rate notes and Eurodollar certificates of
deposit if denominated in U.S. currency.
The Money Market Portfolio generally invests in
instruments (other than U.S. government securities) that
have received the highest rating by at least one
nationally recognized statistical rating organization
("NRSRO") , securities whose issuer has received such
ratings with respect to a class of short-term debt
obligations that is comparable in priority and security
with the instrument acquired, or securities which are
determined or ratified by the Fund's Board of Directors
as being comparable to the foregoing securities. The
Money Market Portfolio only enters into repurchase
agreements that are collateralized entirely by U.S.
government securities or securities that, at the time the
repurchase agreement is entered into, are rated in the
highest rating categories by at least one NRSRO.
In addition to following the foregoing guidelines,
the Money Market Portfolio intends otherwise to comply
with the requirements of Rule 2a-7 under the Investment
Company Act of 1940, as applicable to the Portfolio.
Investment Grade Corporate Bond Portfolio
The investment objective of the Investment Grade
Corporate Bond Portfolio is to seek the highest possible
current income within the confines of the primary goal of
insuring the protection of capital by investing primarily
in investment grade corporate debt securities and in debt
securities issued by the U.S. government and its
agencies. Generally, the Investment Grade Corporate Bond
Portfolio intends to invest in corporate debt securities
having a rating within the two highest grades as
determined by Moody's Investors Service Inc. (Aaa or Aa)
or Standard & Poor's Corporation (AAA or AA). The
Investment Grade Corporate Bond Portfolio may, however,
also invest in debt securities within the third or fourth
highest grades as determined by Moody's Investors
Services Inc. (A or Baa) or Standard & Poor's Corporation
(A or BBB), if the Fund determines such investment meets
the standard of the Portfolio's investment objectives and
the debt securities ratings are supported by an internal
credit review that the Fund will conduct in each such
instance. Bonds rated Baa by Moody's or BBB by Standard
& Poor's are considered medium grade obligations; i.e.,
they are neither highly protected nor poorly secured.
Interest payments and principal security for such bonds
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. Adverse changes in economic
conditions are more likely to lead to a weakened capacity
to make principal and interest payments under such bonds
than in the case of higher grade bonds. The Portfolio
will not retain any bond of this type should its rating
drop below a Baa rating by Moody's or a BBB rating by
Standard & Poor's.
The Investment Grade Corporate Bond Portfolio may
invest in money market securities solely for defensive
purposes or as a cash reserve.
The Investment Grade Corporate Bond Portfolio is
classified as non-diversified . This means that the
proportion of the Portfolio's assets that may be invested
in the securities of a single issuer is not limited by
the Investment Company Act of 1940. Because a relatively
high percentage of the Portfolio's assets may be invested
in the securities of a limited number of issuers,
primarily within the same industry or economic sector,
the Portfolio's securities may be more susceptible to any
single economic, political or regulatory occurrence than
that experienced by a diversified portfolio.
U.S. Government Mortgage Securities Portfolio
The investment objective of the U.S. Government
Mortgage Securities Portfolio is to seek the highest
level of return consistent with preservation of capital
and substantial credit protection. The Portfolio seeks to
achieve this objective by investing primarily (at least
65% of its total assets) in mortgage related securities
issued or guaranteed by the U.S. government or one of its
agencies or instrumentalities.
Investment by the U.S. Government Mortgage
Securities Portfolio in U. S. government securities will
include direct pass-through mortgage certificates issued
by those government agencies whose obligations are backed
by the full faith and credit of the United States
government, such as the Government National Mortgage
Association ("GNMA") or Federal Housing Administration.
Such pass-through certificates represent individual
interests in pools of mortgages insured by the Veterans
Administration, the Farmers' Home Association, Federal
Housing Administration or other government agencies.
Owners of pass-through certificates are entitled to
receive a pro-rata share of the net payments received on
the underlying mortgages, hence such payments are passed
through to the owner. Accordingly, the amount and
frequency of payments on such pass-through certificates
depends on the rate of prepayments on the underlying
mortgages, which may vary based upon a variety of
economic factors.
The Portfolio may also invest in other U.S.
government securities, such as U.S. Treasury bills, notes
and bonds, or in certificates representing individual
interests in pools of such U.S. Treasury securities. The
payment of principal and interest to the Portfolio on
such certificates is fully backed by the U.S. government.
The Portfolio may additionally invest in securities
issued by the Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation
("FHLMC"). FNMA and FHLMC both issue mortgage-backed
securities that are similar to GNMAs in that they
represent interests in pools of mortgage loans. FNMA
guarantees timely payment of interest and principal on
its certificates. FHLMC guarantees timely payment of
interest and ultimate payment of principal. The FNMA and
FHLMC guarantees are backed only by those agencies and
not by the full faith and credit of the United States.
The Portfolio may also invest in private mortgage
pass-through securities and collateralized mortgage
obligations ("CMOs"). These CMOs may take the form of
those issued by private issuers and collateralized by
securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities.
The Portfolio may also enter into reverse dollar
repurchase agreements ("dollar rolls") of mortgage-backed
securities in which the Portfolio sells securities for
delivery in the current month and simultaneously
contracts to repurchase substantially similar (same type,
coupon and maturity) securities on a specified future
date. During the roll period, the Portfolio forgoes
principal and interest paid on the mortgage-backed
securities. The Portfolio is compensated by the
difference between the current sales price and the lower
forward price for the future purchase as well as the
interest earned on the cash proceeds of the initial sale.
Cash or high quality liquid securities equal to the value
of the outstanding repurchase commitments are segregated
from general investible funds and will be marked to the
market daily. The risk associated with dollar roll
transactions is that the securities may not be delivered
and the Portfolio may incur a loss or will have lost the
opportunity to otherwise invest the amount set aside for
such transaction in the segregated asset account. As of
December 31, 1995, 6.1% of the Portfolio was comprised of
investments subject to dollar roll transactions.
The Portfolio may purchase securities on a
when-issued basis and may purchase or sell securities on
a forward commitment basis in order to hedge against
anticipated changes in interest rates and prices and/or
secure a favorable rate of return. The Statement of
Additional Information contains more detailed information
about these investment practices.
The market value of securities held by the Portfolio
can be expected to decline when interest rates rise.
Thus, the U.S. Government Mortgage Securities Portfolio
will generally shorten the average maturity of the
Portfolio when interest rates are rising and lengthen the
average maturity when interest rates are falling in order
to optimize the total return of the Portfolio.
The Portfolio may also hold money market instruments
as it believes is advisable to maintain liquidity or for
temporary defensive purposes.
The U.S. Government Mortgage Securities Portfolio is
classified as non-diversified . This means that the
proportion of the Portfolio's assets that may be invested
in the securities of a single issuer is not limited by
the Investment Company Act of 1940. Because a relatively
high percentage of the Portfolio's assets may be invested
in the securities of a limited number of issuers,
primarily within the same industry or economic sector,
the Portfolio's securities may be more susceptible to any
single economic, political or regulatory occurrence than
that experienced by a diversified portfolio.
Short-Term Maturity Bond Portfolio
The investment objective of the Short-Term Maturity
Bond Portfolio is preservation of capital, liquidity, and
maximum total return through investment in an actively
managed portfolio of debt securities. It is classified
as a non-diversified portfolio.
The Portfolio will pursue its objectives primarily
through investment in a portfolio of investment grade
bonds and other debt securities of similar quality. The
weighted average quality of the Portfolio will be A rated
or higher. The Portfolio will consist only of individual
securities with maturities of no longer than three years.
Other debt securities in which the Portfolio may
invest include securities of, or guaranteed by, the U.S.
Government, its agencies or instrumentalities, corporate
debt obligations, asset-backed securities (including
mortgage-related securities), commercial paper,
certificates of deposits, bankers' acceptances and other
short-term instruments relating to such securities.
Securities may be issued by both domestic and foreign
entities but may be denominated in U.S. dollars only.
U.S. Government securities are issued or guaranteed
by the U.S. Treasury or by an agency or instrumentality
of the U.S. Government. Not all U.S. Government
securities are backed by the full faith and credit of the
United States. Some are supported only by the credit of
the agency that issued them.
The Portfolio may invest in repurchase agreements
relating to the securities in which it may invest. In a
repurchase agreement, the Portfolio buys a security at
one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the party
to the agreement defaults or becomes bankrupt.
The Portfolio may purchase securities on a when-
issued or forward delivery basis. When-issued and
forward delivery transactions are trading practices
wherein payment for and delivery of the securities take
place at a future date. The market value of a security
could change during this period, which could effect the
market value of the Portfolio's assets. See the
Statement of Additional Information for further
information about when-issued and forward delivery
securities.
In order to generate additional income, the
Portfolio may lend up to one-third of its portfolio
securities to financial borrowers of securities. This
practice could cause the Portfolio to experience a loss
or a delay in recovering its securities. The Statement
of Additional Information contains more information
regarding the lending of securities.
The Portfolio can use various techniques to increase
or decrease its exposure to changing security prices,
interest rates, commodity prices, or other factors that
effect securities values. These techniques include
buying and selling options and certain futures contracts,
entering into swap agreements and purchasing index
securities. Further information regarding such
techniques is contained in the Statement of Additional
Information. These techniques will be used for hedging
purposes only.
Generally, the Portfolio intends to invest in
investment grade securities. An investment grade
security is one rated in one of the top four categories
by one or more nationally recognized security rating
organizations or which is deemed by the Investment
Adviser to be of comparable creditworthiness. However,
if a security's rating were to drop below investment
grade (commonly referred to as "junk bonds"), the
Portfolio may determine to retain the security until such
time as it is deemed appropriate to sell the security,
which could mean that the security may be held to
maturity. Lower rated fixed-income securities generally
provide higher yields, but are subject to greater credit
and market risks than higher quality fixed-income
securities and are considered predominately speculative
with respect to the ability of the issuer to meet
principal and interest payments. In addition, the
secondary market may be less liquid for lower-rated
fixed-income securities which may make the valuation and
sale of the securities more difficult. The Statement of
Additional Information contains more information about
securities ratings.
The Portfolio may invest in money market securities
as part of the ongoing investment strategy or as a cash
reserve.
It is estimated that the portfolio turnover rate
will be in excess of 100%, but generally is not expected
to exceed 300%. Turnover rates in excess of 100%
generally result in higher transaction costs (which are
borne directly by the Portfolio).
The Portfolio is classified as non-diversified.
This means that the proportion of the Portfolio's assets
that may be invested in the securities of a single issuer
is not limited by the Investment Company Act of 1940.
Because a relatively high percentage of the Portfolio's
assets may be invested in the securities of a limited
number of issuers, primarily within the same industry or
economic sector, the Portfolio's securities may be more
susceptible to any single economic, political or
regulatory occurrence than that experience by a
diversified portfolio.
Total Return Portfolio
The investment objective of the Total Return
Portfolio is to seek to obtain the highest possible total
return, a combination of income and capital appreciation,
consistent with reasonable risk.
In seeking its investment objective, the Total
Return Portfolio invests in three market segments: equity
securities, fixed income securities and money market
instruments. The Portfolio invests in equity securities
consisting primarily of common stock of domestic issuers
and any warrants or rights which may be attached to such
common stock. The Portfolio may also, from time to time,
purchase convertible common stock of such issuers or
common stock of foreign issuers. Fixed income securities
in which the Portfolio may invest primarily include
obligations of domestic corporations and governments
(federal, state or municipal obligations) and agencies
thereof. Occasionally, the Portfolio may invest in debt
obligations of foreign governments. (See Investment
Limitations for certain limitations applicable to
investment in securities of foreign issuers.)
The Investment Adviser places primary emphasis on
the mix of investments among the three market segments in
accordance with the Adviser's appraisal of investments
most likely to achieve the highest return based upon its
judgment as to economic prospects and the outlook for
interest rates and the equity markets. The selection of
an individual security within a market segment by the
Investment Adviser will be based on the Adviser's view of
the relative attractiveness of the security. There are no
minimum or maximum percentages as to the amount of the
Portfolio's assets which may be invested in each of the
market segments. Major changes in investment mix may
occur several times a year or over several years,
depending upon perceived market and economic conditions.
Except for restrictions noted herein and under
Investment Restrictions in the Statement of Additional
Information, the Investment Adviser has complete
flexibility in determining the amount and nature of
equity securities, fixed income securities or money
market instruments in which the Portfolio may invest.
The Portfolio normally invests for long-term gains.
It may, however, invest for short-term gain when, in the
view of the Investment Adviser, evolving economic,
business and market conditions so warrant.
Stock Index Portfolio
The investment objective of the Stock Index
Portfolio is to provide investment results, before fees,
that correspond to the total return of the S&P 500 Index
and the S&P MidCap Index, weighted according to their pro
rata share of the market. The Portfolio will pursue this
objective by investing in common stocks traded on the New
York Stock Exchange and the American Stock Exchange and,
to a limited extent, in the over-the-counter markets.
Standard & Poor's Corporation (S&P) chooses the
500 stocks comprising the S&P 500 Index on the basis of
market values and industry diversification. Most of the
stocks in the S&P 500 Index are issued by the 500 largest
companies, in terms of the aggregate market value of
their outstanding stock, and such companies are generally
listed on the New York Stock Exchange. Additional stocks
that are not among the 500 largest market value stocks
are included in the S&P 500 Index for diversification
purposes.
The S&P MidCap Index is market-weighted and consists
of 400 stocks of domestic companies, having a median
market capitalization of approximately $1.6 billion. The
stocks included in the S&P 500 Index and the S&P MidCap
Index do not overlap.
Because smaller capitalized companies, regardless of
their shares outstanding, sometimes exhibit illiquidity
in the market, minimum trading volume constraints are
placed on issues selected for the S&P MidCap Index. For
this reason, the S&P MidCap Index includes a small number
of lesser known companies in well known industries whose
shares are more liquid.
S&P is not a sponsor of, or in any other way
affiliated with, the Portfolio or the Fund.
The Portfolio will attempt to duplicate the
performance of the S&P 500 Index and the S&P MidCap Index
while keeping transaction costs low and minimizing
Portfolio turnover. To achieve its investment objective,
the Portfolio will purchase equity securities that, in
the Adviser's opinion, will reflect, as a group, the
composite price performance of the S&P 500 Index and the
S&P MidCap Index. Like these indices, the Portfolio will
hold both dividend-paying and non-dividend paying common
stocks. Under normal circumstances, a minimum of 65% of
the Portfolio's total assets will be invested in
securities included on the S&P 500 Index and the S&P
MidCap Index.
A higher portfolio turnover rate may involve
correspondingly greater brokerage commissions and other
expenses which might be borne by the Fund and, thus,
indirectly by its shareholders.
See also "Index Portfolio Management" in this
Prospectus for more information on management practices
and risks associated with index-type portfolios.
Small-Cap Index Portfolio
The investment objective of the Small-Cap Index
Portfolio is to provide investment results, before fees,
that correspond to the total return of the Russell 2000
Index. The Russell 2000 Index was developed in 1979 by
the Frank Russell Company to track the stock market
performance of a broadly diversified group of small
capitalization domestic stocks. As of December 31, 1995,
the median market capitalization of issues comprising the
Russell 2000 Index was approximately $280 million.
The Portfolio intends to pursue this objective by
investing primarily in common stocks issued by
corporations domiciled in the U.S. and its territories
traded on the various U.S. stock exchanges and, to a
limited extent, in the over-the-counter markets. The
Portfolio may not hold all of the approximately 2,000
securities in the Russell 2000 Index because of the
administrative costs involved and the expenses associated
with trading less active securities. Instead, the
Portfolio may hold a representative sample of securities
included in the Russell 2000 Index.
The Frank Russell Company is not a sponsor of, or in any
other way affiliated with, the Portfolio or the Fund.
The Russell 2000 Index is a subset of the larger
Russell 3000 Index. The Russell 3000 Index consists of
the largest 3000 publicly traded stocks of corporations
domiciled in the U.S. and its territories and includes
large, medium and small capitalization stocks. The
Russell 3000 Index represents approximately 98% of the
total market capitalization of all U.S. stocks that trade
on the New York and American Stock Exchanges and in the
NASDAQ (National Association of Securities Dealers
Automated Quotations) National Market System
over-the-counter market. The Russell 2000 Index consists
of the 2000 smallest stocks within the Russell 3000,
representing approximately 6% of the Russell 3000 Index
total market capitalization.
The Russell 2000 Index is reconstituted annually to
reflect changes in the marketplace. The Portfolio will
similarly reconstitute itself on an annual basis. The
reconstituted list of securities are ranked based on May
31 total market capitalizations, with the actual
reconstitution effective June 30. As well, securities
that leave the Russell 2000 Index for any reason between
reconstitution dates will not be replaced. As a result,
the number of securities held in the Portfolio over the
year will fluctuate.
The annual turnover rate of the Russell 2000 Index
is significant, often as high as 25% per year of the
total market capitalization of the Index. This investment
strategy will be implemented only to the extent it is
consistent with maintaining the Fund's qualification as
a regulated investment company under the Internal Revenue
Code (see "Dividends, Distributions and Taxes). The
Fund's strategy may be limited, in particular, by the
requirement for such qualification that less than 30% of
the Fund's annual gross income be derived from the sale
or other disposition of stocks or securities (including
options and futures contracts) held for less than three
months.
Historically, small capitalization stocks, which
constitute the Portfolio's primary investments, have been
more volatile in price than the larger capitalization
stocks included in the S&P 500 Index. Among the reasons
for the greater price volatility of these small company
stocks are the less certain growth prospects of smaller
firms, the lower degree of liquidity in the markets for
such stocks, and the greater sensitivity of small
companies to changing economic conditions. Besides
exhibiting greater volatility, small company stocks may,
to a degree, fluctuate independently of larger company
stocks. Small company stocks may decline in price as
large company stocks rise, or rise in price as large
company stocks decline. Investors should therefore expect
that the Portfolio may be more volatile than, and may
fluctuate independently of, broad stock market indices
such as the S&P 500 Index.
The Portfolio intends that, under normal
circumstances, at least 65% of its total assets will be
invested in securities included in the Russell 2000
Index.
See also "Index Portfolio Management" in this
Prospectus for more information on management practices
and risks associated with index-type portfolios.
Value Index Portfolio
The investment objective of the Maxim Russell 1000
Value Index Portfolio is to provide investment results,
before fees, that correspond to the total return of the
Russell 1000 Value Index. The Russell 1000 Value Index
was developed by the Frank Russell Company to track stock
market performance of stocks from the Russell 1000 Index
exhibiting certain characteristics suggesting value
potential.
The Portfolio intends to pursue this objective by
investing primarily in common stocks with greater than
average value orientation, as determined by the formula
set forth below, issued by corporations domiciled in the
U.S. and its territories traded on the various U.S. stock
exchanges and, to a limited extent, in the
over-the-counter markets. The Portfolio may not hold all
of the securities in the Russell 1000 Value Index because
of administrative costs involved and the expenses
associated with trading less active securities. Instead,
the Portfolio will hold a representative sample of
securities included in the Russell 1000 Value Index.
The Frank Russell Company is not a sponsor of, or in any
other way affiliated with, the Portfolio or the Fund.
The Russell 1000 Value Index is a subset of the
Russell 1000 Index which in turn is a subset of the
Russell 3000 Index. The Russell 3000 Index consists of
the largest 3000 publicly traded stocks of corporations
domiciled in the U.S. and its territories and includes
large, medium and small capitalization stocks.
The Russell 3000 Index represents approximately 98%
of the total market capitalization of all U.S. stocks
that trade on the New York and American Stock Exchanges
and in the NASDAQ (National Association of Securities
Dealers Automated Quotations) National Market System
over-the-counter market. The Russell 1000 consists of the
1000 largest stocks within the Russell 3000 Index,
representing approximately 94% of the Russell 3000 Index
total market capitalization.
The Russell 1000 Value Index is comprised of stocks
from the Russell 1000 Index with greater-than-average
value orientation. A stock is determined to have
greater-than-average value orientation if it falls in the
bottom 50% of the Russell 1000 Index based on cumulative
market capitalization, ranked by descending price-to-book
ratio. Thus, securities in the Russell 1000 Value Index
typically have low price-to-book and price-earnings
ratios, higher dividend yields and lower forecasted
growth rates than more growth- oriented securities.
The Russell 1000 Value Index is reconstituted
annually to reflect changes in the marketplace. At each
reconstitution, the Russell 1000 Index constituents are
ranked by their price-to-book ratio. Once ranked by this
ratio, a breakpoint is determined by the median market
capitalization of the Russell 1000 Index. As of May 31,
1995 , the price-to-book breakpoint was 2.43 .
The Portfolio will similarly reconstitute itself on
an annual basis. The reconstituted list of securities are
ranked based on May 31 total market capitalizations, with
the actual reconstitution effective June 30. As well,
securities that leave the Index for any reason between
reconstitution dates will not be replaced. As a result,
the number of securities held in the Portfolio over the
year will fluctuate. As of May 31, 1995 , the corporations
included in the Russell 1000 Value Index had an average
market capitalization of $2.01 billion.
As discussed above, the Portfolio may not invest in
all the stocks that comprise the Russell 1000 Value
Index. Thus, the Portfolio holdings may be invested
differently by industry segment or by weighting than the
Russell 1000 Value Index. The Portfolio may compensate
for the omission from its holdings that are included in
the Russell 1000 Value Index or for purchasing stocks in
proportions that differ from their weightings in that
Index, by purchasing stocks that may or may not be
included in the Russell 1000 Value Index, but which have
characteristics similar to omitted stocks (such as stocks
from the same or similar industry group having similar
market capitalizations and investment characteristics).
The Portfolio will not adopt a temporary or defensive
investment posture in times of generally declining market
conditions. Therefore, investors in the Portfolio will
bear the risk of such market conditions.
The Portfolio intends that, under normal
circumstances, a minimum of 65% of the Portfolio's total
assets will be invested in securities included in the
Russell 1000 Value Index.
See also "Index Portfolio Management" in this
Prospectus for more information on management practices
and risks associated with index-type portfolios.
Growth Index Portfolio
The investment objective of the Growth Index
Portfolio is to provide investment results, before fees,
that correspond to the total return of the Russell 1000
Growth Index. The Russell 1000 Growth Index was developed
by the Frank Russell Company to track stock market
performance of stocks from the Russell 1000 Index
exhibiting certain characteristics suggesting growth
potential.
The Portfolio intends to pursue this objective by
investing primarily in common stocks with greater than
average growth orientation, as determined by the formula
set forth below, issued by corporations domiciled in the
U.S. and its territories traded on the various U.S. stock
exchanges and, to a limited extent, in the
over-the-counter markets. The Portfolio may not hold all
of the securities in the Russell 1000 Growth Index
because of administrative costs involved and the expenses
associated with trading less active securities. Instead,
the Portfolio will hold a representative sample of
securities included in the Russell 1000 Growth Index.
The Frank Russell Company is not a sponsor of, or in any
other way affiliated with, the Portfolio or the Fund.
The Russell 1000 Growth Index is a subset of the
Russell 1000 Index which in turn is a subset of the
Russell 3000 Index. The Russell 3000 Index consists of
the largest 3000 publicly traded stocks of corporations
domiciled in the U.S. and its territories and includes
large, medium and small capitalization stocks.
The Russell 1000 Growth Index is comprised of stocks
from the Russell 1000 Index with greater-than-average
growth orientation. A stock is determined to have
greater-than-average growth orientation if it falls in
the
top 50% of the Russell 1000 Index based on cumulative
market capitalization, ranked by descending price- to-book
ratio. Thus, securities in the Russell 1000 Growth Index
typically have high price-to-book and price-earnings
ratios, lower dividend yields and higher forecasted
growth rates than more value-oriented securities.
The Russell 1000 Growth Index is reconstituted
annually to reflect changes in the marketplace. At each
reconstitution, the Russell 1000 Index constituents are
ranked by their price- to-book ratio. Once ranked by this
ratio, a breakpoint is determined by the median market
capitalization of the Russell 1000 Index. As of May 31,
1995 , the price-to-book breakpoint was 2.43 .
The Portfolio will similarly reconstitute itself on
an annual basis. The reconstituted list of securities are
ranked based on May 31 total market capitalizations, with
the actual reconstitution effective June 30. As well,
securities that leave the Index for any reason between
reconstitution dates will not be replaced. As a result,
the number of securities held in the Portfolio over the
year will fluctuate. As of May 31, 1995 , the corporations
included in the Russell 1000 Growth Index had an average
market capitalization of $1.88 billion.
As discussed above, the Portfolio may not invest in
all the stocks that comprise the Russell 1000 Growth
Index. Thus, the Portfolio holdings may be invested
differently by industry segment or by weighting than the
Russell 1000 Growth Index. The Portfolio may compensate
for the omission from its holdings that are included in
the Russell 1000 Growth Index or for purchasing stocks in
proportions that differ from their weightings in that
Index, by purchasing stocks that may or may not be
included in the Russell 1000 Growth Index, but which have
characteristics similar to omitted stocks (such as stocks
from the same or similar industry group having similar
market capitalizations and investment characteristics).
The Portfolio will not adopt a temporary or defensive
investment posture in times of generally declining market
conditions. Therefore, investors in the Portfolio will
bear the risk of such market conditions.
The Portfolio intends that, under normal
circumstances, a minimum of 65% of the Portfolio's total
assets will be invested in securities included in the
Russell 1000 Growth Index.
See also "Index Portfolio Management" in this
Prospectus for more information on management practices
and risks associated with index-type portfolios.
Small-Cap Value Portfolio
The investment objective of the Small-Cap Value
Portfolio is to achieve long-term capital appreciation by
investing primarily in common stocks, although the
Portfolio may also invest in other securities, including
restricted, preferred stock or foreign securities. In
seeking capital appreciation, consideration will be given
to undervalued small and medium sized companies in
industries that demonstrate a strong potential for
growth, financially strong companies with distinct market
niches offering quality products or services, outstanding
management teams and a proven record of success. Ariel
Capital Management serves as sub-adviser to this
Portfolio. As such, it is responsible for the day-to-day
management of the Portfolio subject to the overall
supervision of the Fund's Board of Directors and the
Investment Adviser.
As a means of controlling risk, industries that are
believed to be inherently unpredictable--specifically,
cyclical, commodity-based and start-up industries--will
be avoided. The Portfolio will be constructed on a stock
by stock basis with little attention devoted to the
macro-economic outlook of a particular industry.
The Portfolio will adhere to a disciplined
investment philosophy which incorporates strict
guidelines regarding individual securities. When
initiating a position, the Portfolio will focus on
issuers generally ranging in market capitalization from
$50 million to $1.5 billion. As these companies may be
less widely followed by market analysts, it is believed
that they present greater opportunity for exceptional
returns.
Additionally, in keeping with a value approach, the
Portfolio will invest in companies whose equities are
trading at an expected price/earnings ratio of 13-1 or
less over the next 12 month's earnings estimate and at a
low price relative to book value, current sales and total
assets. Expected earnings may represent normalized
earnings or be adjusted for amortization of non-cash
charges. When executing this philosophy, assets of the
Portfolio will not trade or time the market for quick
gains. Rather, a fully invested portfolio is maintained
by following a conservative philosophy of investing for
the long-term. A security will be sold if it is believed
that its price/earnings multiple reflects that the
security may be over-valued and/or that it is not longer
perceived as having strong potential for growth.
Specifically, when a stock is trading at a price of 19-20
times its forward 12 months earnings estimates, it is
believed such stock reflects popular interest. In
keeping with a long-term approach, a security will not be
sold because of a short-term earnings disappointment.
However, a holding will be sold if it is believed that
the company's business has undergone fundamental changes
that will negatively affect its stock price or if there
is a loss of faith in a management's ability to execute
the company's stated goals and objectives.
The Portfolio may invest in foreign securities
offering potential for growth. Investments in foreign
securities involve risks that differ in some respects
from investment in securities of U.S. issuers. These
risks include the risk of fluctuations in the value of
the currencies in which they are denominated, the risk of
adverse political and economic developments and, with
respect to certain countries, the possibility of
expropriation, nationalization or confiscatory taxation
or limitations on the removal of funds or other assets of
the Portfolio. Securities of some foreign companies are
less liquid and more volatile than securities of
comparable domestic companies. There also may be less
publicly available information about foreign issuers than
domestic issuers, and foreign issuers generally are not
subject to the uniform accounting, auditing and financial
reporting standards, practices and requirements
applicable to domestic issuers. Delays may be
encountered in settling securities transactions in
certain foreign markets and the Portfolio will incur
costs in converting foreign currencies to U.S. dollars.
Custody charges are generally higher for foreign
securities.
The Portfolio may also invest in money market
securities for temporary or emergency purposes or solely
as a cash reserve.
The Portfolio may purchase and write options on
securities and certain futures contracts and invest in
certain futures contracts. The Statement of Additional
Information contains more detailed information about
these investment practices.
The Portfolio currently observes the following
operating policies, which may be changed without
shareholder approval: (1) the Portfolio actively seeks to
invest in companies that achieve excellence in both
financial return and environmental soundness, selecting
issuers that take positive steps toward preserving our
environment and avoiding companies with poor
environmental records; and (2) the Portfolio will not
invest in issuers primarily engaged in the manufacture of
weapons systems, the production of nuclear energy, or the
manufacture of equipment to produce nuclear energy.
It is believed that there are long-term benefits
inherent in an investment philosophy that demonstrates
concerns for the environment, human rights, economic
priorities and international relations.
The sub-adviser has engaged the services of Franklin
Research and Development Corporation of Boston to provide
environmental screening for all issuers selected for the
Portfolio. Franklin provides information and opinions on
the companies' environmental histories. However,
Franklin does not make recommendations or provide
investment advice concerning the purchase or sale of
securities for the Portfolio.
Small-Cap Aggressive Growth Portfolio
The investment objective of the Small-Cap Aggressive
Growth Portfolio is long-term capital growth. The Small-
Cap Aggressive Growth Portfolio seeks to achieve its
objective by investing in common stocks or their
equivalent, emphasizing securities believed to be
undervalued by the market. The Portfolio may also hold
a portion of its assets in cash or money market
instruments. Loomis, Sayles & Company serves as sub-
adviser to this Portfolio. As such, it is responsible
for the day-to-day management of the Portfolio subject to
the overall supervision of the Fund's Board of Directors
and the Investment Adviser.
Loomis Sayles seeks to build a core small-cap
portfolio of solid growth companies' stock with a smaller
emphasis on special situations and turnarounds (companies
that have experienced significant business problems but
which are believed to have favorable prospectus for
recovery), as well as unrecognized stocks.
In seeking long-term capital growth, the Portfolio
will normally invest at least 65% of its total assets in
companies with market capitalization of less than $500
million and may invest up to 35% of its total assets at
the time of acquisition in larger companies. Current
income is not a consideration in selecting investments
for the Portfolio. Equity securities of companies with
relatively small market capitalization may be more
volatile than the securities of larger, more established
companies and the broad equity market indexes.
The Portfolio may invest a limited portion of its
assets in securities of issuers organized or
headquartered outside the United States. However, such
investments cannot exceed 10% of the Portfolio's total
assets at the time of acquisition. Foreign investments
can involve risk, however, that may not be present in
domestic securities. Please see "Foreign Investment
Risks" in this prospectus and the Statement of Additional
Information.
The Portfolio may purchase and write options on
securities and certain futures contracts and invest in
certain futures contracts. The Portfolio may also engage
in the following investment practices each of which may
involve certain special risks: when issued securities
and repurchase agreements. The Statement of Additional
Information contains more detailed information about
these practices.
Corporate Bond Portfolio
The investment objective of the Corporate Bond
Portfolio is high total investment return through a
combination of current income and capital appreciation.
The Corporate Bond Portfolio seeks to achieve its
investment objective by investing in debt securities
(including convertibles), although up to 20% of its total
assets at the time of acquisition may be invested in
preferred stocks. In achieving high total investment
returns through a combination of current income and
capital appreciation, the Portfolio will normally invest
at least 65% of its total assets in bonds. A limited
portion of its total assets at the time of acquisition
may also be invested in securities of foreign issuers and
up to 35% of its total assets at the time of acquisition
in securities of below investment grade quality. The
Portfolio may also hold a portion of its assets in cash
or money market instruments. Loomis, Sayles & Company
serves as sub-adviser to this Portfolio. As such, it is
responsible for the day-to-day management of the
Portfolio subject to the overall supervision of the
Funds' Board of Directors and the Investment Adviser.
The Portfolio may invest in fixed income securities
of any maturity. Fixed-income securities pay a specified
rate of interest or dividends, or a rate that is adjusted
periodically by reference to some specified index or
market rate. Fixed-income securities include securities
issued by federal, state, local and foreign governments
and related agencies, and by a wide range of private
issuers. Because interest rates vary, it is impossible
to predict the income in fixed-income securities for any
particular period. Therefore, the net asset value of the
Portfolio's shares will vary as a result of changes in
the value of the securities held. Fixed-income
securities are subject to market and credit risk. Market
risk relates to changes in a security's value as a result
of changes in interest rates. In general, the values of
fixed income securities increase when prevailing interest
rates fall and decrease when interest rates rise. Credit
risk relates to the ability of the issuer to make
payments of principal and interest.
The Portfolio may invest a portion of its assets in
securities rated below investment grade (that is, below
BBB by S&P or Baa by Moody's ), including securities in
the lowest rating categories and comparable unrated
securities. The Portfolio may invest up to 35% of its
total assets at the time of acquisition in such
securities. For purposes of this percentage, a security
will be treated as being of investment grade quality if
at the time it is acquired at least one major rating
agency has rated the security in its top four rating
categories (even if another agency has issued a lower
rating), or if the security is unrated but it is
otherwise determined to be of comparable quality. Lower
rated fixed- income securities generally provide higher
yields, but are subject to greater credit and market risk
than higher quality fixed-income securities. Lower rated
fixed-income securities are considered predominately
speculative with respect to the ability of the issuer to
meet principal and interest payments. Achievement of the
investment objective of the Portfolio investing in lower
rated fixed-income securities may be more dependent on
credit analysis than is the case with higher quality
bonds. The market for lower rated fixed-income
securities may be more severely affected than some other
financial markets by economic recession or substantial
interest rate increases, by changing public perceptions
of this market or by legislation that limits the ability
of certain categories of financial institutions to invest
in these securities. In addition, the secondary market
may be less liquid for lower rated fixed-income
securities. This lack of liquidity at certain times may
affect the values of these securities and may make the
valuation and sale of these securities more difficult.
Securities of below investment grade quality are commonly
referred to as "junk bonds." Securities in the lowest
rating categories may be in poor standing or in default.
Securities in the lowest investment grade category (BBB
by S&P or Baa by Moody's ) have some speculative
characteristics.
The Portfolio may also invest in "zero coupon"
fixed-income securities. These securities accrue
interest at a specified rate, but do not pay interest in
cash on a current basis. If the Portfolio invests in
zero coupon securities, it is required to distribute the
income on these securities as the income accrues, even
though the Portfolio is not receiving the income and cash
on a current basis. Thus, the Portfolio may have to
sell other investments to obtain cash to make income
distributions. The market value of zero coupon
securities is often more volatile than that of non-zero
coupon fixed-income securities of comparable quality and
maturity.
The Portfolio may also invest in securities of
issuers organized or headquartered outside of the United
States. The Portfolio will not purchase a foreign
security if, as a result, its holdings of foreign
securities would exceed 20% of its total assets at the
time of acquisition; however, the Portfolio may invest
any portion of its assets in securities of Canadian
issuers. Foreign investments can involve risk, however,
that may not be present in domestic securities. Please
see "Foreign Investment Risks" in this prospectus.
The Portfolio may engage in foreign currency
exchange transactions to protect the value of specific
positions or in anticipation of changes in relative
values of currencies in which current or future holdings
are denominated or quoted. Please see "Foreign Currency
Exchange Transactions" in this prospectus.
The Portfolio may purchase Rule 144A securities.
These are privately offered securities that can be resold
only to certain qualified institutional buyers. Rule
144A securities are treated as illiquid, unless it has
been determined that the particular issue of Rule 144A
securities is liquid. Please see "Illiquid Securities"
in this prospectus.
The Portfolio may purchase and write options on
securities and certain futures contracts and invest in
certain futures contracts. The Portfolio may also engage
in the following investment practices each of which
involves certain special risks: collateralized mortgage
obligations, when issued securities and repurchase
agreements. The Statement of Additional Information
contains more detailed information about these practices.
Foreign Equity Portfolio
The investment objective of the Foreign Equity
Portfolio is total return from long-term growth of
capital and dividend income. The Foreign Equity Portfolio
seeks to achieve its objective by investing primarily in
international equity securities. Although the Portfolio
seeks to invest primarily in common stocks, it may also
invest in any type of equity security. Draycott
Partners, Ltd. serves as sub-adviser to this Portfolio.
As such, it is responsible for the day-to-day management
of the Portfolio subject to the overall supervision of
the Funds' Board of Directors and the Investment Adviser.
In seeking to achieve its investment objective, the
Portfolio will normally invest 65% of its total assets in
equity securities of issuers headquartered outside of the
United States. Under normal conditions, the Portfolio
will contain equity securities of issuers from at least
three countries outside the United States. The Portfolio
may also hold a portion of its assets in cash or money
market instruments.
The Portfolio will not limit its investments to any
particular type of company. Countries will be selected
where it is anticipated sustainable growth will exceed
current market expectations. Within the selected
countries, economic sectors will be identified that
appear to present the most potential for risk adjusted
growth and, finally, within the chosen economic sectors,
securities will be selected that are expected to offer
the best value.
Foreign investments can involve risk, however, that
may not be present in domestic securities. Please see
"Foreign Investment Risks" in this prospectus.
The Portfolio may invest in convertible securities,
including corporate bonds, notes or preferred stocks that
can be converted into common stocks or other equity
securities. Convertible securities include other
securities, such as warrants, that provide an opportunity
for equity participation. Because convertible securities
can be converted into equity securities, their values
will normally vary in some proportion with those of the
underlying equity securities. Convertible securities
usually provide a higher yield than the underlying
equity, however, so that the price decline of a
convertible security may sometimes be less substantial
than that of the underlying equity security. The value of
convertible securities that pay dividends or interest,
like the value of all fixed-income securities, generally
fluctuates inversely with changes in interest rates.
Warrants have no voting rights, pay no dividends and have
no rights with respect to the assets of the corporation
issuing them. They do not represent ownership of the
securities for which they are exercisable, but only the
right to buy such securities at a particular price. All
convertible securities purchased by the Portfolio will,
at the time of purchase, either be rated investment grade
by at least one major rating agency or will be unrated
securities which are determined to be of comparable
quality.
The Portfolio may also, from time to time, invest in
fixed-income securities. The net asset value of the
Portfolio will vary as a result of changes in the value
of bonds and other fixed-income securities held by the
Portfolio. Fixed-income securities are subject to market
and credit risk. Market risk relates to changes in a
security's value as a result of changes in interest rates
generally. Credit risk relates to the ability of the
issuer to make payments of principal and interest. All
fixed-income securities which may be purchased by the
Portfolio will, at the time of purchase, either be rated
investment grade by at least one major rating agency or
will be unrated securities which are determined to be of
comparable quality.
The Portfolio may also engage in the following
investment practices each of which involves certain
special risks: transactions in options and certain
futures contracts and repurchase agreements. The
Statement of Additional Information contains more
detailed information about these practices.
The Portfolio may engage in foreign currency
exchange transactions to protect against uncertainty in
the level of future exchange rates. Please see "Foreign
Currency Exchange Transactions" in this prospectus.
The Portfolio may invest up to 10% of its assets at
the time of acquisition in securities of investment
companies. As such, the Portfolio may indirectly bear
investment management fees of such investment companies ,
which are in addition to the management fees the
Portfolio pays its adviser.
The Portfolio may purchase "illiquid securities,"
that is, securities which are not readily marketable,
which includes securities whose disposition is restricted
by federal securities laws. See "Illiquid Securities" in
this prospectus.
Index Portfolio Management
All index styled portfolios may utilize futures as
a substitute for a comparable market position in the
underlying securities, or for hedging purposes. A stock
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 stock 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 stocks in the index is made. The intent is to
purchase and sell futures contracts so as to obtain the
best price with consideration also given to liquidity.
Stock index futures contracts may be purchased or
sold to the extent that such activities would be
consistent with the requirements of Section 4.5 of the
regulations under the Commodity Exchange Act, under which
the portfolios would be excluded from the definition of
a "commodity pool operator ." Accordingly, each
portfolio may enter into futures positions in such
futures contracts to the extent that the aggregate
initial margins and premiums required to establish such
positions do not exceed 5% of the liquidation value of
the respective portfolio.
Risks associated with the use of futures contracts
are: (i) imperfect correlation between the change in
value of securities included on the index and the prices
of futures contracts; and (ii) possible lack of a liquid
secondary market for a futures position when desired. The
risk that a portfolio will be unable to close out a
futures position will be minimized by entering into such
transactions on a national exchange with an active and
liquid secondary market. In addition, because of the low
margin deposits normally required in futures trading, a
high degree of leverage is typical of a futures trading
account.
As a result, a relatively small price movement in a
futures contract may result in substantial losses to the
trader (i.e., the Portfolio). Traditional methods of
securities analysis are not used by the Investment
Adviser in making investment decisions for index styled
portfolios. Rather a statistical selection technique is
utilized to determine which securities it will purchase
or sell in order to track the performance of the relevant
index(es) to the extent feasible. In addition, from time
to time, adjustments may be made in a portfolio's
holdings due to change in the composition of the relevant
index(es). Each index styled portfolio will attempt to
achieve a correlation between its performance and that of
the relevant index(es) of at least 0.95, without taking
into account expenses. A correlation of 1.00 would
indicate perfect correlation, which would be achieved
when a portfolio's net asset value, including the value
of its dividends and capital gains distributions,
increases or decreases, is in exact proportion to change
in the relevant index(es). The Investment Adviser will
attempt to minimize any tracing error (that statistical
measure of the difference between the investment results
of a portfolio and that of the relevant index(es)) in
making investments for a portfolio. However, brokerage
and other transaction costs, as well as potential
tracking errors, will tend to cause a portfolio's return
to be lower than the return of the relevant index(es).
There can be no assurance, however, as to how closely a
portfolio's performance will correspond to the
performance of the relevant index(es). Moreover, the
index itself may not perform favorably in which case a
Portfolio's performance would similarly be unfavorable.
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 judgements 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.
A Portfolio'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, delays and disruptions in securities
settlement procedures.
Most foreign securities in a Portfolio 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 a Portfolio 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 Portfolio's investments (even if the price of
the investments is unchanged) and changes in the dollar
value of a Portfolio'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
Portfolio's assets and on the net investment income
available for distribution may be favorable or
unfavorable.
A Portfolio may incur costs in connection with
conversions between various currencies. In addition, a
Portfolio 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 a Portfolio
declares and pays a dividend, or between the time when a
Portfolio accrues and pays an operating expense in U.S.
dollars.
Foreign Currency Exchange Transactions
Portfolios which engage in foreign currency exchange
transactions do so in an attempt to protect against
uncertainty in the level of future exchange rates. Some
Portfolios 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").
A Portfolio may engage in transaction hedging to
protect against a change in foreign currency exchange
rates between the date on which the Portfolio 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, a Portfolio 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 a Portfolio may
also purchase or sell exchange-listed and over-the-
counter call and put options on foreign currency futures
contracts and on foreign currencies.
A Portfolio 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 the
Portfolio intends to buy are denominated, when the
Portfolio holds cash or short-term investments). For
position hedging purposes, a Portfolio 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, the Portfolio may also purchase or sell foreign
currency on a spot basis.
A Portfolio'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. A Portfolio could hedge a foreign currency
with forward contracts on another ("proxy") currency of
which changes in value generally correlate with the
currency to be hedged. Such "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. A Portfolio 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 denominated. Hedging transactions may
also be limited by tax considerations. Hedging
transactions may affect the character or amount of
distributions.
Illiquid Securities
Each Portfolio, other than the Money Market
Portfolio, may invest up to 15% of its total assets in
"illiquid securities" (taken as of the time of
acquisition of an illiquid security). The Money Market
Portfolio may invest up to 10% of its total assets in
illiquid securities. Illiquid securities are securities
that may not be sold in the ordinary course of business
within seven days at approximately the price used in
determining the net asset value of the Portfolio. This
restriction applies to securities for which a ready
market does not exist, such as restricted securities, but
does not necessarily encompass all restricted securities.
Institutional markets for restricted securities have
developed as a result of the promulgation of Rule 144A
under the Securities Act of 1933 which provides a "safe
harbor" from 1933 Act registration requirements for
qualifying sales to institutional investors. When Rule
144A securities present an attractive investment
opportunity and otherwise meet selection criteria, the
Portfolios may make such investments. Whether or not
such securities are "illiquid" depends on the market
that exists for the particular security.
The staff of the Securities and Exchange Commission
has taken the position that the liquidity of Rule 144A
securities is a question of fact for a board of directors
to determined, such determination to be based on a
consideration of the readily available trading markets
and the review of any contractual restrictions. The
staff also acknowledges that while the board retains
ultimate responsibility, it may delegate this function to
an investment adviser. The Board of Directors of the
Fund has delegated this responsibility to the Investment
Adviser, and with respect to those Portfolios having a
sub-adviser, the sub-adviser is responsible for
determining the liquidity of Rule 144A securities.
It is not possible to predict with assurance exactly
how the market for Rule 144A securities or any other
security will develop. A security which when purchased
enjoyed a fair degree of marketability may subsequently
become illiquid and, accordingly, a security which was
deemed to be liquid at the time of acquisition may
subsequently become illiquid. In such event, appropriate
remedies will be considered to minimize the effect on a
Portfolio's liquidity.
MANAGEMENT OF THE FUND
Overall responsibility for management and
supervision of the Fund rests with the Fund's directors.
There are currently 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 meets regularly four times each year and at other
times as necessary. By virtue of the functions performed
by Great-West as Investment Adviser, 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.
Investment Adviser
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, the Investment
Adviser is controlled by a Canadian investor, Paul
Desmarais, and his associates. The Investment Adviser
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, the Investment Adviser manages
the Fund's portfolios in accordance with each Portfolio's
stated investment objectives and policies, makes
investment decisions for the Portfolios and places orders
to buy and sell securities on behalf of the Fund or
delegates these functions to a sub-adviser, as discussed
below. The Investment Adviser provides investment
advisory services and pays all the expenses, except
extraordinary expenses , of the Portfolios described
herein. As compensation for its services to the Fund,
the Investment Adviser receives monthly compensation at
the annual rate of 0.46% of the average daily net assets
of the Money Market Portfolio; 0.60% of the average daily
net assets of the Investment Grade Corporate Bond, Stock
Index, Small-Cap Index, Value Index, Growth Index, U.S.
Government Mortgage Securities and Total Return
Portfolios; 0.90% of the average daily net assets of the
Corporate Bond Portfolio; and, 1.00% of the average daily
net assets of the Small-Cap Value, Small-Cap Aggressive
Growth and Foreign Equity Portfolios.
With respect to the Small-Cap Value, Small-Cap
Aggressive Growth and Foreign Equity Portfolios, the
Investment Adviser pays all compensation of, and
furnishes office space for, officers and employees of the
Investment Adviser connected with investment management
of these Portfolios, as well as the fees of all directors
of the Fund who are affiliated persons of the Investment
Adviser or any of its subsidiaries. All other expenses
incurred in the operation of these Portfolios, including
general administrative expenses are borne by these
Portfolios, respectively. Accounting services are
provided for these Portfolios by the Investment Adviser
and these Portfolios reimburse the Adviser for its costs
in connection with such services. However, the Adviser
shall pay any expenses of the Fund which exceed an annual
rate of 1.35% of the average daily net assets of the
Small-Cap Value Portfolio; 1.30% of the average daily net
assets of the Small-Cap Aggressive Growth Portfolio; and
1.50% of the Foreign Equity Portfolio.
The day-to-day lead portfolio manager for the
Investment Grade Corporate Bond Portfolio and the Short-
Term Maturity Bond Portfolio is B.G. Masters. Mr.
Masters is Manager, Public Bond Investments, Great-West,
1993 to Present; Manager, Bond, Investment Grade
Corporate Bond and Short-Term Maturity Bond Portfolios of
Maxim Series Fund, June 1994 to Present. He was
Assistant Manager, Public Bond Investments, Great-West,
1987 to 1993.
The day-to-day lead portfolio manager for the U.S.
Government Mortgage Securities Portfolio is C.S. Tocher.
Ms. Tocher is Manager, Public Bond Investments, Great-
West, 1993 to Present; Manager, U.S. Government
Securities and U.S. Government Mortgage Securities
Portfolio of Maxim Series Fund; June 1994 to Present.
She was Associate Manager, Public Bond Investments,
Great-West, 1990 to 1993; Manager, Bond, Investment Grade
Corporate Bond and Zero-Coupon Treasury Portfolios of
Maxim Series Fund, 1990 to June 1994.
The day-to-day lead portfolio manager for the Total
Return Portfolio is B.D. Squair, C.F.A., Assistant
Manager, Capital Markets Group, Great-West; Manager,
Total Return Portfolio of Maxim Series Fund; Manager,
Great-West Variable Annuity Account A.
Sub-Advisers
Ariel Capital Management, Inc. ( Ariel ) is a
privately held minority-owned money manager registered
with the Securities and Exchange Commission as an
investment adviser. It is an Illinois corporation with
its principal business address at 307 North Michigan
Avenue, Chicago, Illinois 60601. Subject generally to
review and supervision by the Investment Adviser and the
Board of Directors of the Fund, Ariel is responsible for
the actual daily management of the Small-Cap Value
Portfolio and for making decisions to buy, sell or hold
any particular security.
Ariel bears all expenses in connection with the
performance of its services, such as compensating and
furnishing office space for its officers and employees
connected with investment and economic research, trading
and investment management of the Small-Cap Value
Portfolio.
The day-to-day manager for the Small-Cap Value
Portfolio is John W. Rogers, Jr. Mr. Rogers' business
experience during the past five years is as Chief
Investment Officer, Ariel Capital Management and
Portfolio Manager, Calvert-Ariel Growth Fund.
The Investment Adviser is responsible for
compensating Ariel, which receives monthly compensation
from the Investment Adviser at the annual rate of .40% of
the average daily net asset value of the Small-Cap Value
Portfolio up to $5 million, .35% on the next $10 million,
.30% on the next $10 million, and .25% of such value in
excess of $25 million.
Loomis, Sayles & Company, L.P. ("Loomis Sayles") is
the sub-adviser of the Small-Cap Aggressive Growth and
Corporate Bond Portfolios. As such, Loomis Sayles is
responsible for daily managing the investment and
reinvestment of assets of the Portfolio, subject
generally to review and supervision of the Investment
Adviser and the Board of Directors. Loomis Sayles bears
all expenses in connection with the performance of its
services, such as compensating and furnishing office
space for its officers and employees connected with the
investment and economic research, trading and investment
management of the Portfolios
Loomis Sayles is a Delaware limited partnership,
registered as an investment adviser with the Securities
and Exchange Commission. Its principal business address
is One Financial Center, Boston, Massachusetts 02111.
Jeffrey C. Petherick, Vice President of Loomis,
Sayles & Company, L.P. ("Loomis Sayles") and New England
Zenith Fund, and Mary Champagne, Vice President of Loomis
Sayles, have day-to-day management responsibility for the
Small-Cap Aggressive Growth Portfolio. Mr. Petherick has
co-managed the Portfolio since the Portfolio's inception.
Mr. Petherick was an investment manager at Masco
Corporation prior to joining Loomis Sayles in 1990. Ms.
Champagne has co-managed the Portfolio since July 1995.
Prior to joining Loomis Sayles in 1993, Ms. Champagne
served as a portfolio manager at NBD Bank for 10 years.
The day-to-day manager of the Corporate Bond
Portfolio is Daniel J. Fuss, Executive Vice President of
Loomis Sayles and who also serves as the fund manager of
the Loomis Sayles Bond Fund. Mr. Fuss has served as the
portfolio manager of the Loomis Sayles Bond Fund since
its inception in 1991.
The Investment Adviser is responsible for
compensating Loomis Sayles, which receives monthly
compensation from the Investment Adviser at the annual
rate of .50% on the first $10 million, .45% on the next
$15 million, .40% on the next $75 million and .30% on all
amounts over $100 million of the Small-Cap Aggressive
Growth Portfolio and .30% on all assets of the Corporate
Bond Portfolio.
Draycott Partners, Ltd. ("Draycott") is the sub-
adviser of the Foreign Equity Portfolio. As such,
Draycott is responsible for daily managing the investment
and reinvestment of assets of the Portfolio, subject
generally to review and supervision of the Investment
Adviser and the Board of Directors. Draycott bears all
expenses in connection with the performance of its
services, such as compensating and furnishing office
space for its officers and employees connected with the
investment and economic research, trading and investment
management of the Portfolio.
Draycott is registered as an investment adviser with
the Securities and Exchange Commission. Its principal
business address is 8 City Road, London EC2Y 1HE.
Draycott is a member of the Investment Management
Regulatory Organization Ltd., the United Kingdom
regulator of investment advisors.
The managers of the Foreign Equity Portfolio are
Nicholas D.P. Carn, Chief Investment Officer, President
and Chief Executive Officer of Draycott; Timothy S.
Griffen, Senior Portfolio manager and Pacific Rim
Specialist of Draycott; Gregory D. Eckersley, Portfolio
Manager and United Kingdom Specialist of Draycott; and
Nigel Hankin, Portfolio Manager and European Specialist
of Draycott. These gentlemen also have served as the
managers of the New England International Equity Fund
since its inception in 1992. Prior to Draycott's
organization in 1991, Mr. Carn was Managing Director,
International Equities Group, Mr. Eckersley was
Investment Manager, Mr. Griffen was a Vice President and
Portfolio Manager and Mr. Hankin was European Fund
Manager, all at CIGNA International Investment Advisors,
Ltd.
The Investment Adviser is responsible for
compensating Draycott, which receives monthly
compensation from the Investment Adviser at the annual
rate of .60% on the first $10 million, .50% on the next
$50 million, and .35% on amounts over $50 million of the
Foreign Equity Portfolio.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends from investment income of the Money Market
Portfolio shall be declared daily and reinvested monthly
in additional shares of the Portfolio at net asset value.
Dividends from investment income of the Investment Grade
Corporate Bond, U.S. Government Mortgage Securities and
Short-Term Maturity Bond Portfolios shall be declared and
reinvested quarterly. Dividends from investment income
of the Stock Index, Small-Cap Index, Growth Index, Value
Index, Small-Cap Value, Total Return and Corporate Bond
shall be declared and reinvested semi-annually.
Dividends from investment income of the Small-Cap
Aggressive Growth and Foreign Equity Portfolios shall be
declared and reinvested annually. 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 and TNE'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/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 are sold and redeemed at their
net asset value next determined after initial receipt of
a 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 once daily Monday
through Friday, except on holidays on which the New York
Stock Exchange is closed.
Net asset value of a portfolio share is computed by
dividing the value of the net assets of the portfolio by
the total number of portfolio shares outstanding.
Portfolio securities that are traded on the stock
exchange are valued at the last sale price as of the
close of business on the day the securities are being
valued, or, lacking any sales, at the mean between
closing bid and asked price. Securities traded in the
over-the-counter market are valued at the mean between
the bid and asked prices or yield equivalent as obtained
from one or more dealers that make markets in the
securities. Portfolio securities that are traded both in
the over-the-counter market and on an exchange are valued
according to the broadest and most representative market.
Securities and assets for which market quotations are not
readily available are valued at fair value as determined
in good faith by or under the direction of the Board of
Directors, including valuations furnished by a pricing
service that may be retained by the Fund.
Market quotations of foreign securities in foreign
currency are translated to U.S. dollars at the prevailing
rate of exchange. Securities for which market quotations
are not readily available and other assets are valued at
fair value as determined in good faith by the Board of
Directors. Such a determination may take into account,
for example, quotations by dealers or issuers for
securities of similar type, quality, and maturity, or
valuations furnished by a pricing service retained by the
Fund.
Money market securities held by the Fund with 60
days or less remaining to maturity are valued on an
amortized cost basis, which involves valuing a portfolio
instrument at its cost initially and thereafter assuming
a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest
rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in
periods during which value, as determined by amortized
cost, is higher or lower than the price the Fund would
receive if it sold the security.
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 an
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 of TNE, and
Great-West, which provided the Fund's initial
capitalization, and the affiliates of Great-West, will be
holders of the shares and be entitled to exercise the
rights directly as described in the applicable Series
Account prospectus.
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 Fund'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 Portfolios. When
the Fund advertises the total return of one of these
portfolios, it will usually be calculated for one year,
five years, and ten years or some other relevant period
if the Fund has 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).
Some of the Portfolios may also advertise their
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 Fund share (reduced by any dividend expected
to be paid shortly out of Fund income) on the last day of
the period.
The Money Market Portfolio may advertise its yield
and effective yield. The yield of the Money Market
Portfolio is based upon the income earned by the
Portfolio over a seven-day period and then annualized,
i.e., the income earned in the period is assumed to be
earned every seven days over a 52-week period and stated
as a percentage of the investment. Effective yield is
calculated similarly but, when annualized, the income
earned by the investment is assumed to be reinvested in
portfolio shares and thus compounded in the course of a
52-week period.
YIELDS
Yield (and effective yield, in the case of the Money
Market Portfolio) will fluctuate, and publication of
yield information may not provide a basis for comparison
with bank deposits, securities of other investment
companies or other investments which are insured and/or
pay a fixed yield for a stated period of time. In
addition, the yield and effective yield information may
be of limited use for comparative purposes because it
does not reflect charges imposed at the Series Account
level which, if included, would decrease the yield.
Moreover, the yields shown reflect past performance only
and are not intended to indicate, predict or guarantee
future performance.
Yield**
Effective Yield**
MONEY MARKET PORTFOLIO 5.42%
5.57%
Comparison Information (1) 5.30%
Yield**
INVESTMENT GRADE CORPORATE
BOND PORTFOLIO 6.77%
U.S. GOVERNMENT MORTGAGE
SECURITIES PORTFOLIO 5.98%
TOTAL RETURN PORTFOLIO 2.10%
STOCK INDEX PORTFOLIO 1.48%
SMALL-CAP INDEX PORTFOLIO 1.69%
GROWTH INDEX PORTFOLIO 1.55%
VALUE INDEX PORTFOLIO 1.59%
SMALL-CAP VALUE PORTFOLIO 1.46%
CORPORATE BOND PORTFOLIO 7.15%
SMALL-CAP AGGRESSIVE
GROWTH PORTFOLIO 2.44%
FOREIGN EQUITY PORTFOLIO -3.04%
SHORT-TERM MATURITY
BOND PORTFOLIO 4.89%
**Yield and effective yield for the Money Market Portfolio is for
the 7-day period ended
December 31, 1995. Yield for the other Portfolios is for the month
ended December 31, 1995.
All the yield and effective yield calculations above take into
account charges against the
Portfolio. All yield and effective yield information is annualized.
(1) The Donoghue MONEY FUND AVERAGE lists 772 taxable money funds
that are available
to
individual investors.
TOTAL RETURNS
All total return calculations assume the full
redemption of the Portfolio at the end of the period for
which the calculation was made. These returns also
reflect annual returns over the period indicated. For
information on the method used to calculate the above
returns see the Statement of Additional Information. The
performance shown reflects past performance only and is
not intended to indicate, predict or guarantee future
performance. Total return information, however, may be
of limited use for comparative purposes because it does
not reflect charges imposed at the Series Account level
which, if included, would decrease total return.
One Five
Ten Since++
Year Year Year
Inception
INVESTMENT GRADE CORPORATE
BOND PORTFOLIO 16.71% N/A
N/A 7.43%
Comparison Information (2) 18.99%
10.19% 9.66%
U.S. GOVERNMENT MORTGAGE
SECURITIES PORTFOLIO 15.55% N/A
N/A 7.79%
Comparison Information (6) 16.80%
8.73% 9.58%
TOTAL RETURN PORTFOLIO 22.70% 11.51%
N/A 9.09%
Comparison Information (4) 24.61%
12.87% 11.71%
STOCK INDEX PORTFOLIO+ 35.60% 14.26%
12.17%
Comparison Information (3) 37.58%
16.59% 14.88%
SMALL-CAP INDEX PORTFOLIO 26.24% N/A
N/A 9.92%
Comparison Information (5) 28.44%
20.99% 11.32%
GROWTH INDEX PORTFOLIO 35.29% N/A
N/A 17.12%
Comparison Information (7) 37.19%
16.52% 14.69%
VALUE INDEX PORTFOLIO 36.80% N/A
N/A 15.56%
Comparison Information (8) 38.35%
17.83% 14.53%
SMALL-CAP VALUE PORTFOLIO 15.51% N/A
N/A 7.43%
Comparison Information (3) 37.58%
16.59% 14.88%
CORPORATE BOND PORTFOLIO 30.19% N/A
N/A 23.78%
Comparison Information (10) 19.06%
9.80% 9.65%
One Five
Ten Since++
Year Year Year
Inception
FOREIGN EQUITY PORTFOLIO 5.02% N/A
N/A -0.07%
Comparison Information (9) 11.55%
9.71% 13.95%
SMALL-CAP AGGRESSIVE
GROWTH PORTFOLIO 29.96% N/A
N/A 22.55%
Comparison Information (5) 28.44%
20.99% 11.32%
SHORT-TERM MATURITY
BOND PORTFOLIO N/A N/A N/A
3.02%
Comparison Information (11) 10.65%
N/A N/A
(2) The Lehman Brothers Intermediate Corporate Bond Index is an
index of all investment grade
publicly traded issues of at least $100 million outstanding with
maturities ranging from 1 to
10 years
(3) The S&P 500 Index is an index comprised of 500 stocks chosen
for their general
representation of the stock market composition by Standard & Poor's
Corporation.
(4) The Lipper Analytical Services Inc. Balanced Fund Survey is a
survey of approximately 61
balanced funds.
(5) The Russell 2000 Index is an index which tracks a broadly
diversified group of small
capitalization domestic stocks.
(6) The Lehman Brothers Mortgage-Backed Index is an index of 15-
and 30-year fixed rate
mortgages backed by mortgage pools of GNMA, FNMA and FHLMC.
Balloons are also
included in the
Index.
(7) The Russell 1000 Growth Index is comprised of stocks from the
Russell 1000 Index with
greater-than average growth orientation. The Russell 1000 Index
consists of the 1000 largest
stocks with the Russell 3000 Index. The Russell 3000 Index is an
index which represents
approximately 98% of the total market capitalization of all U.S.
stocks that trade on the New
York and American Stock Exchanges and in the NASDAQ
over-the-counter market.
(8) The Russell 1000 Value Index is comprised of stocks from the
Russell 1000 Index with
greater-than average value orientation. The Russell 1000 Index
consists of the 1000 largest
stocks with the Russell 3000 Index.
(9) The Morgan Stanley Capital International EAFE Index is an index
which tracks stocks from
Europe, Australia and the Far East.
(10) The Merrill Lynch Government/Corporate Index is a broad-based
bond index of investment
grade publicly traded issues.
(11) The Lehman Brothers (1-3 Year) Government/Corporate Bond Index
is an index of all
investment grade government/corporate issues of at least $100
million outstanding with
maturities of 1 to 3 years.
+From September 24, 1984 until December 1, 1992, the Stock
Index Portfolio was named
the Growth Portfolio and prior to September 24, 1984, was named the
Income/Equity Portfolio.
During these periods, the Portfolio's investment policies differed
from the Stock Index
Portfolio's current policies.
++The Total Return Portfolio was established effective July
29, 1987. The Investment
Grade Corporate Bond, U.S. Government Mortgage Securities were
established effective
December
1, 1992. The Small-Cap Index, Growth Index and Value Index, and
Small-Cap Value Portfolios
were established effective December 1, 1993. The Small-Cap
Aggressive Growth, Corporate
Bond
and Foreign Equity Portfolios were established effective November
1, 1994. The Short-Term
Maturity Bond Portfolio was established effective August 1,
1995.
GENERAL INFORMATION
Reports to Shareholders
The fiscal year of the Fund ends on December 31 of
each year. The Fund will send to its shareholders, at
least semiannually, reports showing performance of the
Fund's Portfolios and other information. An annual
report, containing financial statements, audited by
independent certified public accountants, will be sent to
shareholders each year.
<PAGE>
Custodian
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.
Independent Auditors
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.
Legal Counsel
Jorden Burt Berenson & Johnson, LLP 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.
_______________________________________________________
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
April 30, 1996 <PAGE>
TABLE OF CONTENTS
Cross-reference
to page(s) in
Page Prospectus
Sale of Shares........................3 38/35
The Fund Portfolios...................3 16/16
Description of
Investment Securities............3 16-33/16-31
Information About Securities Ratings..9 16-33/16-31
Investment Limitations................12 16-33/16-31
Lending of Portfolio Securities.......14 16-33/16-31
Foreign Securities....................15 16-33/16-31
Management of the Fund................16 34/32
Directors and Officers................16 --
The Investment Adviser................17 34/32
The Sub-Advisers......................17 35/33
Portfolio Transactions and Brokerage.. 21 34/32
Portfolio Turnover.................... 21 --
Placement of Portfolio Brokerage...... 22 34/32
Purchase and Redemption of Shares.... 23 38/35
Calculation of Yield and Return....... 30 39/36
Price Make-Up Sheets.................. 62 --
Financial Statements.................. 83 --
<PAGE>
SALE OF SHARES
Shares of the Fund are sold to the FutureFunds Series
Account and the 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 The 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 with three portfolios, the Money Market,
Bond and Income/Equity Portfolios. Pursuant to
shareholders' approval, the investment objectives of the
Income/Equity Portfolio were changed to that of a growth-
type portfolio and it was renamed the Growth Portfolio
effective September 24, 1984. Subsequently, the
investment objectives of the Growth Portfolio were again
changed to that of an index-type portfolio and it was
renamed the Stock Index Portfolio effective December 1,
1992. The Government Guaranteed Portfolio was added
effective January 30, 1985. Subsequently, pursuant to
approval of the shareholders, the investment objectives
of the Government Guaranteed Portfolio were changed and
it was renamed the Government and High Quality Securities
Portfolio effective July 29, 1987. Pursuant to approval
of the shareholders, the investment objectives of the
Government and High Quality Securities Portfolio were
changed and it was renamed the U.S. Government Securities
Portfolio effective May 1, 1990. The Total Return
Portfolio was added July 29, 1987. The Investment Grade
Corporate Bond and the U.S. Government Mortgage
Securities Portfolios were added effective December 1,
1992. The Small-Cap Index, Value Index, Growth Index,
Small-Cap Value and International Equity Portfolios were
added effective December 1, 1993. The Mid-Cap Portfolio
was added effective January 3, 1994. The Corporate Bond,
Small-Cap Aggressive Growth, Foreign Equity, Maxim T.
Rowe Price Equity/Income, Maxim INVESCO Small-Cap Growth
and Maxim INVESCO ADR Portfolios were added effective
November 1, 1994. The Short-Term Maturity Bond Portfolio
was added effective August 1, 1995.
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 undivided 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 is an
agreement between two parties in which one party is
obligated to deliver a stated amount of a stated
asset at a specified time in the future and the
other party is obligated to pay a specified amount
for the assets at the time of delivery. When used
with foreign currency exchange transactions, 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. Forward contracts generally are
traded in an interbank market conducted dierctly
between traders (usually large commercial banks)
and their customers. Unlike futures contracts,
which are standardized contracts, forward contracts
can be specifically drawn to meet the need of the
parties that enter into them. The parties to a
forward contract may agree to offset or terminate
the contract before its maturity, or may hold the
contract to maturity and complete the contemplated
exchange.
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. Interest Rate Transactions. Interest rate swaps
and interest rate caps and floors are types of
hedging transactions which are utilized to attempt
to protect the Portfolio against and potentially
benefit from fluctuations in interest rates and to
preserve a return or spread on a particular
investment or portion of the Portfolio's holdings.
These transactions may also be used to attempt to
protect against possible declines in the market
value of the Portfolio's assets resulting from
downward trends in the debt securities markets
(generally due to a rise in interest rates) or to
protect unrealized gains in the value of the
Portfolio's holdings, or to facilitate the sale of
such securities.
Interest rate swaps involve the exchange with
another party of commitments to pay or receive
interest; e.g., an exchange of fixed rate payments
for variable rate payments. The purchase of an
interest rate cap entitles the purchaser, to the
extent that a specified index exceeds a
predetermined interest rate, to receive payments of
interest on a notional principal amount from the
party selling such interest rate cap. The purchase
of an interest rate floor entitles the purchaser,
to the extent that a specified index falls below a
predetermined interest rate, to receive payments of
interest on a notional principal amount from the
party selling such interest rate floor.
The successful utilization of interest rate
transactions depends on the Portfolio manager's
ability to predict correctly the direction and
degree of movements in interest rates. If the
Portfolio manager's judgment about the direction or
extent of movement in interest rates is incorrect,
the Portfolio's overall performance would be worse
than if it had not entered into such transactions.
For example, if the Portfolio purchases an interest
rate swap or an interest rate floor to hedge
against the expectation that interest rates will
decline but instead interest rates rise, the
Portfolio would lose part or all of the benefit of
the increased payments it would receive as a result
of the rising interest rates because it would have
to pay amounts to its counterparts under the swap
agreement or would have paid the purchase price of
the interest rate floor.
The swap market has grown substantially in recent
years with a large number of banks and investment
banking firms acting both as principals and as
agents utilizing standardized swap documentation.
Caps and floors are more recent innovations for
which standardized documentation has not yet been
developed and, accordingly, they are less liquid
than swaps. Interest rate swaps, caps and floors
are considered by the Staff of the Securities and
Exchange Commission to be illiquid securities and,
therefore, the Portfolio may not invest more than
15% of its assets in such instruments. Finally,
there can be no assurance that the Portfolio will
be able to enter into interest rate swaps or to
purchase interest rate caps or floors at prices or
on terms the Portfolio manager believes are
advantageous to the Portfolio. In addition,
although the terms of interest rate swaps, caps and
floors may provide for termination, there can be no
assurance that the Portfolio will be able to
terminate an interest rate swap or to sell or
offset interest rate caps or floors that it has
purchased.
14. 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 15% (together with other illiqud investments) 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. Warrants. Warrants are pure speculation in that
they have no voting rights, pay no dividends and
have no rights with respect to the assets of the
corporation issuing them. Warrants basically are
options to purchase equity securities at a specific
price valid for a specific period of time. They do
not represent ownership of the securities, but only
the right to buy them. Warrants differ from call
options in that warrants are issued by the issuer
of the security which may be purchased on their
exercise, whereas call options may be written or
issued by anyone. The prices of warrants do not
necessarily move parallel to the prices of the
underlying securities.
21. 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).
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 which 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.
Caa - Bonds which are rated Caa are of poor standing.
Such issues may be in default or there may be present
elements of danger with respect to principal or interest.
Ca - Bonds which are rated Ca represent obligations which
are speculative in a high degree. Such issues are often
in default or have other marked shortcomings.
C - Bonds which are rated C are the lowest rated class of
bonds, and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real
investment standing.
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, CCC, and CC - Standard & Poor's describes the BB,
B, CCC and CC 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.
C - The rating C is reserved for income bonds on which no
interest is being paid.
D - Bonds rated D are in default, and payment of interest
and/or repayment of principal is in arrears.
Plus (+) or Minus (-): The ratings from "AA" to "B" may
be modified by the addition of a plus or minus sign to
show relative standing within the major rating
categories.
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.
<PAGE>
Investment Limitations
The Fund has adopted limitations on the investment
activity of its Portfolios 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 Fund, including a majority of the shares of each
Portfolio affected by the change. These limitations
apply to all Portfolios except the Maxim T. Rowe Price
Equity/Income Portfolio. Please see page 12 for a
description of the investment limitations applicable to
the Maxim T. Rowe Price Equity/Income Portfolio. If only
one Portfolio is affected, only shares of that Portfolio
are entitled to vote. "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 Fund (i.e., each Portfolio) will not:
1. (a) Invest more than 15% of its total assets (taken
at market value at the time of each investment) in
obligations (excluding repurchase agreements) of
any one bank, or, with respect to 75% of its
assets, invest more than 5% of such assets in the
securities (other than United States Government or
government agency securities) of any one issuer
other than a bank (but including repurchase
agreements with any one bank); and (b) purchase
more than either (i) 10% in principal amount of the
outstanding debt securities of an issuer, or (ii)
10% of the outstanding voting securities of an
issuer, except that such restrictions shall not
apply to securities issued or guaranteed by the
United States Government or its agencies, bank
money instruments or bank repurchase agreements.
Under the diversification requirements of the
Investment Company Act of 1940 applicable to
diversified investment companies, such as the Fund,
the Fund may not invest more than 5% of the value
of its total assets in the securities of any one
issuer (except that this statutory restriction does
not apply with respect to 25% of the value of an
investment company's total assets). Under the
Fund's current interpretation of the statutory
diversification tests, bank obligations of the type
in which the Fund invests are not subject to this
5% limitation and thus the Fund's only limitation
in this regard is the 15% limitation set forth
above. The staff of the Securities and Exchange
Commission, however, has taken the position that
certain bank obligations are subject to the
statutory 5% limitation, and further action by the
Commission may make it necessary that the Fund
revise its investments in bank obligations so as
not to exceed the 5% limitation in order for the
Fund to maintain its status as a diversified
company. This investment restriction does not
apply to the Investment Grade Corporate Bond, U.S.
Government Mortgage Securities or Short-Term
Maturity Bond Portfolios.
2. Invest more than 25% of its total assets (taken at
market value at the time of each investment) in the
securities of issuers primarily engaged in the same
industry; utilities will be divided according to
their services; for example, gas, gas transmission,
electric and telephone each will be considered a
separate industry for purposes of this restriction;
provided that 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.
3. Alone or together with any other investor make
investments for the purpose of exercising control
over, or management of any issuer.
4. Purchase securities of other investment companies,
except in connection with a merger, consolidation,
acquisition or reorganization, or by purchase in
the open market of securities of closed-end
investment companies where no underwriter or
dealer's commission or profit, other than customary
broker's commission, is involved, and only if
immediately thereafter not more than 10% of such
Fund's total assets, taken at market value, would
be invested in such securities; and except that the
Foreign Equity Portfolio may invest up to 10% of
its total assets at the time of acquisition in
securities of any investments companies. This
investment restriction does not apply to the Short-
Term Maturity Bond Portfolio.
5. Purchase or sell interests in commodities,
commodities contracts, oil, gas or other mineral
exploration or development programs, or real
estate, except that the Fund may purchase
securities of issuers which invest or deal in any
of the above; provided, however, that the Bond,
Stock Index, Small-Cap Index, Growth Index, Value
Index, MidCap, International Equity, Small-Cap
Value, Corporate Bond, Foreign Equity, Small-Cap
Aggressive Growth, Maxim INVESCO Small-Cap Growth,
Maxim INVESCO ADR and Short-Term Maturity Bond
Portfolios may invest in futures contracts based on
financial indices, foreign currency transactions
and options on permissible futures contracts.
6. Purchase securities for the Fund 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 such Fund's net assets (15% for the
Maxim INVESCO Small-Cap Growth and Maxim INVESCO
ADR Portfolios). This investment restriction does
not apply to the Short-Term Maturity Bond
Portfolio.
7. Purchase any securities on margin (except that the
Fund may obtain such short-term credit as may be
necessary for the clearance of purchases and sales
of portfolio securities, and the Bond, Stock Index,
Small-Cap Index, Value Index, Growth Index,
International Equity, Small-Cap Value, MidCap,
Corporate Bond, Short-Term Maturity Bond, Small-Cap
Aggressive Growth, Foreign Equity, Maxim INVESCO
Small-Cap Growth and Maxim INVESCO ADR Portfolios
may make margin payments in connection with
transactions in currency futures contracts) or make
short sales of securities or maintain a short
position.
8. Make loans, except as provided in limitation (9)
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).
9. Lend its portfolio securities in excess of 20% 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", in this
Statement of Additional Information (33 1/3% for
the Short-Term Maturity Bond Portfolio).
10. Borrow amounts in excess of 10% of its total
assets, taken at market value at the time of the
borrowing, and then only from banks as a temporary
measure for extraordinary or emergency purposes.
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%. As a
matter of policy, all borrowings will be repaid
before any investments are made.
11. Mortgage, pledge, hypothecate or in any manner
transfer, as security for indebtedness, any
securities owned or held by the Fund except as may
be necessary in connection with borrowings
mentioned in limitation (10) above, and then such
mortgaging, pledging or hypothecating may not
exceed 10% of the Fund's total assets, taken at
market value at the time thereof. The Fund will
not, as a matter of operating policy, mortgage,
pledge or hypothecate its portfolio securities to
the extent that at any time the percentage of the
value of pledged securities will exceed 10% of the
value of the Fund's shares. This restriction does
not apply to segregated accounts.
12. Underwrite securities of other issuers except
insofar as the Fund may be deemed an underwriter
under the Securities Act of 1933 in selling
portfolio securities.
13. Write, purchase or sell puts, calls or combinations
thereof, except that the Bond, Small-Cap Index,
Value Index, Growth Index, MidCap, International
Equity, Small-Cap Value, Corporate Bond, Small-Cap
Aggressive Growth, Foreign Equity, Short-Term
Maturity Bond, Maxim INVESCO Small-Cap Growth and
Maxim INVESCO ADR Portfolios may buy and sell put
and call options (and any combination thereof) on
securities (including index options), on index
futures contracts, on securities indices, and on
foreign currencies (to the extent a Portfolio may
invest in foreign currencies) and may buy and sell
put and call warrants, the values of which are
based upon securities indices. In addition, the
Bond Portfolio may buy and sell put and call
options ( and any combination thereof) on
permissible futures contracts.
14. Sell securities short or purchase securities on
margin.
15. Invest in securities of foreign issuers if at the
time of acquisition more than 10% of its total
assets, taken at market value at the time of
investment, would be invested in such securities.
However, up to 25% of the total assets of a
Portfolio may be invested in securities (i) issued,
assumed or guaranteed by foreign governments, or
political subdivisions or instrumentalities
thereof, (ii) assumed or guaranteed by domestic
issuers, including Eurodollar securities, or (iii)
issued, assumed or guaranteed by foreign issuers
having a class of securities listed for trading on
the New York Stock Exchange or on a major Canadian
exchange. See "Foreign Securities", below. This
investment limitation will not apply to the
International Equity, MidCap, Bond, Small-Cap
Value, Corporate Bond, Short-Term Maturity Bond,
Small-Cap Aggressive Growth, Foreign Equity, Maxim
INVESCO Small-Cap Growth and Maxim INVESCO ADR
Portfolios.
Lending of Portfolio Securities
Subject to investment limitation (9) under the caption
"Investment Limitations", above, each Portfolio of the
Fund from time-to-time may lend securities from its
portfolio to brokers, dealers and financial institutions
and receive as collateral cash or U.S. Treasury
securities which, at all times while the loan is
outstanding, will be maintained in amounts equal to at
least 100% of the current market value of the loaned
securities. Any cash collateral will be invested in
short-term securities, which will increase the current
income of the Fund. Such loans, which will not have
terms longer than 30 days, will be terminable at any
time. The Fund will have the right to regain record
ownership of loaned securities to exercise beneficial
rights such as voting rights, subscription rights and
rights to dividends, interest or other distributions.
The Fund may pay reasonable fees to persons unaffiliated
with the Fund for services in arranging such loans.
Following are investment limitations applicable to the
Maxim T. Rowe Price Equity/Income Portfolio. These are
fundamental policies and may not be changed without the
approval of the holders of a majority of the outstanding
voting shares of the 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.
The Portfolio will not:
1. (a) Invest more than 15% of its total assets (taken
at market value at the time of each investment) in
obligations (excluding repurchase agreements) of
any one bank, or with respect to 75% of its assets,
invest more than 5% of such assets in the
securities (other than United States Government or
government agency securities) of any one issuer
other than a bank (but including repurchase
agreements with any one bank); and (b) purchase
more than either (i) 10% in principal amount of the
outstanding debt securities of an issuer, or (ii)
10% of the outstanding voting securities of an
issuer, except that such restrictions shall not
apply to securities issued or guaranteed by the
United States Government or its agencies, bank
money instruments or bank repurchase agreements.
Under the diversification requirements of the
Investment Company Act of 1940 applicable to
diversified investment companies, such as the
Portfolio, the Portfolio may not invest more than
5% of the value of its total assets in the
securities of any one issuer. This statutory
restriction does not apply with respect to 25% of
the value of an investment company's total assets.
Under the Fund's current interpretation of the
statutory diversification tests, bank obligations
of the type in which the Fund invests are not
subject to this 5% limitation and thus the Fund's
only limitation in this regard is the 15%
limitation set forth above. The staff of the
Securities and Exchange Commission, however, has
taken the position that certain bank obligations
are subject to the statutory 5% limitation, and
further action by the Commission may make it
necessary that the Fund revise its investments in
bank obligations so as not to exceed the 5%
limitation in order for the Fund to maintain its
status as a diversified company.
2. Invest more than 25% of its total assets (taken at
market value at the time of each investment) in the
securities of issuers primarily engaged in the same
industry; utilities will be divided according to
their services; for example, gas, gas transmission,
electric and telephone each will be considered a
separate industry for purposes of this restriction;
provided that 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.
3. Purchase or sell interests in commodities,
commodities contracts, oil, gas or other mineral
exploration or development programs, or real
estate, except that the Portfolio may purchase
securities of issuers which invest or deal in any
of the above; provided, however, that the Portfolio
may invest in futures contracts, forward currency
contracts, and options on futures.
4. Make loans, except as provided in limitation (5)
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).
5. Lend its portfolio securities in excess of 33 1/3%
of its total assets, taken at market value at the
time of the loan, and provided that such loan shall
be made in accordance with the guidelines set forth
under "Lending of Portfolio Securities" of this
Statement of Additional Information.
6. Borrow, except that the Maxim T. Rowe Price
Equity/Income Portfolio may (i) borrow for non-
leveraging, temporary or emergency purposes and
(ii) engage in reverse repurchase agreements and
make other investments or engage in other
transactions which may involve a borrowing, in a
manner consistent with the Portfolio's investment
objective and program, provided that the
combination of (i) and (ii) shall not exceed 33
1/3% of the value of the Portfolio's total assets
(including the borrowed amount) less liabilities
(other than borrowings) or such other percentage
permitted by law. In the event the Portfolio
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%. As a matter of policy,
all borrowings will be repaid before any
investments are made.
7. Underwrite securities of other issuers except
insofar as the Portfolio may be deemed an
underwriter under the Securities Act of 1933 in
selling portfolio securities.
Foreign Securities
Any Portfolio of the Fund may purchase certain foreign
securities. Investments in foreign securities,
particularly those of non-governmental issuers, involve
considerations which are not ordinarily associated with
investing in domestic issuers. The following describes
certain of these considerations in addition to those set
forth in the Prospectus. Delays may be encountered in
settling securities transactions in certain foreign
markets. Also, it is possible that market quotations for
foreign securities will not be readily available. In
such event, these securities shall be valued at fair
value as determined in good faith by the Board of
Directors. If it should become necessary, the Fund could
encounter greater difficulties in invoking legal
processes abroad than would be the case in the United
States. Transaction costs in foreign securities may be
higher. The Investment Adviser will consider these and
other factors before investing in foreign securities, and
will not make such investments unless, in its opinion,
such investments will meet the standards and objectives
of the Fund. In particular, management anticipates that
these considerations will be inapplicable to a variety of
Canadian investments. The Portfolios will not
concentrate its investments in any particular foreign
country, and will purchase only securities issued in
dollar denominations. Notwithstanding the foregoing, the
following Portfolios may invest in non-dollar denominated
foreign equity securities: International Equity, Mid-
Cap, Small-Cap Value, Bond, Corporate Bond, Small-Cap
Aggressive Growth, Foreign Equity, Maxim T. Rowe Price
Equity/Income, Maxim INVESCO Small-Cap Growth and Maxim
INVESCO ADR Portfolios.
<PAGE>
MANAGEMENT OF 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
Consultant
Director2/ (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/
1/5/ 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 (since 1991);
Vice- President, Group
(1983-1990)
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.
<PAGE>
The Investment Adviser
The information that follows supplements the information
provided about the Investment Adviser under the caption
"Management of the Fund - Investment Adviser" 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 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 8, 1996 . As approved, the Agreement will
remain in effect until April 1, 1997 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.
Advisory Fee.
The method of computing the investment advisory fee is
fully described in the Prospectus (please note, however,
that prior to September 24, 1984, the investment advisory
fee was at the annual rate of 0.25% of the aggregate
daily net asset value of each portfolio of the Fund).
The Sub-Advisers
Janus Capital Corporation
Janus Capital Corporation serves as the sub-adviser to
the MidCap Portfolio pursuant to a Sub-Advisory Agreement
dated December 1, 1993. Janus Capital Corporation has
served as investment adviser to Janus Investment Fund
since 1969 and also serves as adviser and sub-adviser to
other mutual funds, and individual, corporate, charitable
and retirement accounts. Kansas City Southern
Industries, Inc. ("KCSI") owns approximately 83% of the
outstanding voting stock of Janus Capital. KCSI is a
publicly traded holding company whose primary
subsidiaries are engaged in transportation, financial
services and real estate.
Templeton Investment Counsel, Inc.
Templeton Investment Counsel, Inc. ("TICI") serves as the
sub-adviser to the International Equity Portfolio
pursuant to a Sub-Advisory Agreement dated December 1,
1993. TICI is an indirect subsidiary of Templeton
Worldwide, Inc., which in turn is a direct, wholly-owned
subsidiary of Franklin Resources, Inc.
<PAGE>
Ariel Capital Management, Inc.
Ariel Capital Management, Inc. ("Ariel") serves as the
sub-adviser to the Small-Cap Value Portfolio pursuant to
a Sub-Advisory Agreement dated December 1, 1993. Ariel
is a privately held minority-owned money manager.
The Sub-Advisers provides investment advisory assistance
and portfolio management advice to the Investment Adviser
for the respective Portfolios. Subject to review and
supervision by the Investment Adviser and the Board of
Directors of the Fund, the sub-advisers are responsible
for the actual management of the respective Portfolios
and for making decisions to buy, sell or hold any
particular securities. The Sub-Advisers bear all
expenses in connection with the performance of their
services, such as compensating and furnishing office
space for their officers and employees connected with
investment and economic research, trading and investment
management for the Portfolios.
T. Rowe Price Associates, Inc.
T. Rowe Price Associates, Inc. serves as the sub-adviser
to the Maxim T. Rowe Price Equity/Income Portfolio
pursuant to a Sub-Advisory Agreement dated November 1,
1994. T. Rowe Price serves as investment manager to a
variety of individual and institutional investors,
including limited and real estate partnerships and other
mutual funds.
INVESCO Trust Company
INVESCO Trust Company serves as the sub-adviser to the
Maxim INVESCO Small-Cap Growth and Maxim INVESCO ADR
Portfolios pursuant to a Sub-Advisory Agreement dated
November 1, 1994. INVESCO Trust Company is an indirect
wholly-owned subsidiary of INVESCO PLC, a financial
holding company that, through its subsidiaries, engages
in the business of investment management on an
international basis. INVESCO PLC managed approximately
$64 billion for a variety of clients as of June 30, 1994.
As part of that $64 billion, INVESCO PLC manages a family
of mutual funds with assets of approximately $9.3 billion
as of June 30, 1994.
Loomis, Sayles, & Company L.P.
Loomis, Sayles & Company L.P. serves as the sub-adviser
to the Corporate Bond and Small-Cap Aggressive Growth
Portfolios pursuant to a Sub-Advisory Agreement dated
October 31, 1994. Loomis Sayles serves as investment
manager to a variety of individual investors, including
other mutual funds. Loomis Sayles is an indirect,
majority-owned subsidiary of New England Mutual Life
Insurance Company.
Draycott Partners, Ltd.
Draycott Partners, Ltd. serves as the sub-adviser to the
Foreign Equity Portfolio pursuant to a Sub-Advisory
Agreement dated February 29, 1996. Draycott is an
indirect, wholly-owned subsidiary of Cursitor Alliance
LLC, which is a 93% owned subsidiary of Alliance Capital
Management L.P., an indirect wholly owned subsidiary of
The Equitable Life Assurance Society of the United
States. Draycott provides investment advice and
management services to institutions investors' accounts
and to mutual funds distributed to both institutional and
retail customers. In addition to the Foreign Equity
Portfolio, Draycott manages the New England International
Equity Fund, and one separate investment account of New
England Mutual Life Insurance Company that invest
substantially all of their assets in international equity
securities.
Sub-Advisory Fees
The method of computing the sub-advisory fees are fully
described in the Prospectus.
<PAGE>
For the past three fiscal years, the Investment Adviser
was paid a fee for its services to the Fund as follows:
Portfolio
1995 1994 1993
Money Market
$1,094,639 $ 672,768 $ 357,589
Bond
$ 450,783 $ 456,146 $ 472,414
Stock Index1/
$3,630,287 $3,273,683 $3,103,213
U.S. Government Securities2/
$ 377,523 $ 345,124 $ 259,434
Zero-Coupon Treasury3/
$ 4,195 $ 4,959 $ 5,348
Total Return4/
$ 293,890 $ 236,951 $ 172,143
Investment Grade Corporate Bond5/
$ 511,001 $ 396,105 $ 344,606
U.S. Government Mortgage Securities6/
$ 679,091 $ 507,835 $ 331,551
Small-Cap Index7/
$ 218,365 $ 82,060 $ 2,613
Growth Index7/
$ 172,719 $ 49,266 $ 1,356
Value Index7/
$ 264,392 $ 92,658 $ 1,606
International Equity7/
$ 459,104 $ 119,822 $ 2,470
Small-Cap Value7/
$ 148,789 $ 62,566 $ 2,218
MidCap8/
$1,049,333 $ 155,648 N/A
Corporate Bond9/
$ 250,744 $ 22,771 N/A
Small-Cap Aggressive Growth9/
$ 202,999 $ 19,599 N/A
Foreign Equity9/
$ 581,443 $ 66,960 N/A
Maxim T. Rowe Price Equity/Income9/
$ 44,411 $ 2,664 N/A
Maxim INVESCO Small-Cap Growth9/
$ 34,500 $ 3,085 N/A
Maxim INVESCO ADR9/
$ 22,375 $ 3,255 N/A
Short-Term Maturity Bond10/
$ 22,401 N/A N/A
1/ For the period commencing September 24, 1984.
The name and investment objective of this
portfolio was changed effective December 1,
1992.
2/ Formed April 6, 1985. The name and the
investment objective of this portfolio was
changed effective July 29, 1987, and renamed
and the investment objective changed effective
May 1, 1990.
3/ Formed October 1, 1985.
4/ Formed July 29, 1987.
5/ Formed December 1, 1992.
6/ Formed December 1, 1992.
7/ Formed December 1, 1993.
8/ Formed January 3, 1994.
9/ Formed November 1, 1994.
10/ Formed August 1, 1995.
Payment of Expenses.
Prior to May 1, 1992, the Investment Adviser provided
investment advisory services and paid all compensation of
and furnished office space for officers and employees of
the Investment Adviser connected with investment and
economic research, trading and investment management of
the Fund, as well as the fees of all directors
of the Fund who are affiliated persons of Great-West or
any of its subsidiaries. The Fund paid all other
expenses incurred in its operation and all of the Fund's
general administrative expenses.
Expenses that were borne directly by the Fund included
redemption expenses, expenses of portfolio transactions,
shareholder servicing costs, expenses of registering the
shares under federal and state securities laws, pricing
costs (including the daily calculation of net asset
value), interest, certain taxes, charges of the Custodian
and Transfer Agent, directors' fees, legal expenses,
state franchise taxes, costs of auditing services, costs
of printing proxies and stock certificates, Securities
and Exchange Commission fees, advisory fees, certain
insurance premiums, costs of corporate meetings, costs of
maintenance of corporate existence, investor services
(including allocable telephone and personnel expenses),
extraordinary expenses, and other expenses properly
payable by the Fund. Accounting services were provided
for the Fund by the Investment Adviser and the Fund
reimbursed the Investment Adviser for its costs in
connection with such services. The amounts of such
expense reimbursements for the Fund's fiscal years ended
December 31, 1995, 1994 and 1993 were $ 236,850, $111,944
and $0 respectively. Depending upon the nature of the
lawsuit, litigation costs may be borne by the Fund.
The Investment Adviser has agreed that it will waive all
or a part of its management fee to the extent normal
operating expenses (excluding interest, taxes, brokerage
fees, commissions and extraordinary charges) of certain
following Portfolios of the Fund as indicated in the
following chart:
Portfolio 1995 1994
Foreign Equity $ 1,759 $ 12,119
International Equity $ 8,822 $ 15,121
Maxim INVESCO ADR $ 28,646 $ 12,472
Maxim INVESCO
Small-Cap Growth $ 43,637 $ 13,303
MidCap $ 47,589 $ 10,432
Small-Cap Aggressive Growth$ 31,883 $ 14,657
Small-Cap Value $ 25,798 $ 17,325
Maxim T. Rowe Equity/Income$ 48,716 $ 16,515
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
Portfolio Turnover
Brokerage costs to each Portfolio of the Fund are
commensurate with the rate of portfolio activity. In
computing the portfolio turnover rate for each portfolio,
certain U.S. Government securities (long-term for periods
before 1986 and short-term for all periods) and all other
securities, the maturities or expiration dates of which
at the time of acquisition are one year or less, are
excluded. Subject to this exclusion, the turnover rate
for a portfolio is calculated by dividing (a) the lesser
of purchases or sales of portfolio securities for the
fiscal year by (b) the monthly average value of portfolio
securities owned by the portfolio during the fiscal year.
There will be no fixed limitations regarding the
portfolio turnover of Portfolios of the Fund. Portfolio
turnover rates are expected to fluctuate under constantly
changing economic conditions and market circumstances.
Securities initially satisfying the basic policies and
objectives of each Portfolio may be disposed of when they
are no longer deemed suitable.
Based upon the formulation for calculating the portfolio
turnover rate, as stated above, for each Portfolio (other
than the Money Market Portfolio) is as follows:
1995 1994
Portfolio Turnover Rate Turnover Rate
Bond 191.58% 60.85%
Stock Index 5.25% 11.98%
U.S. Government Securities185.57% 308.47%
Total Return 44.70% 74.85%
Zero-Coupon 1995 Treasury - 0 - - 0 -
Corporate Bond 24.70% 9.45%*
Small-Cap Index 30.17% 53.44%
Small-Cap Value 7.78% 16.81%
International Equity 20.28% 11.49%
Maxim INVESCO ADR 5.88% 2.42%*
Maxim INVESCO Small-Cap Growth 266.64% 0.00%*
MidCap 167.21% 166.12%
Maxim T. Rowe Price Equity/Income 14.00% 2.74%*
Foreign Equity 119.98% 19.85%*
Growth Index 17.90% 18.50%
Investment Grade Corporate Bond 159.21% 51.66%
Short-Term Maturity Bond 97.87% N/A
Small-Cap Aggressive Growth 9.48% 8.84%*
U.S. Government Mortgage Securities 188.04% 331.42%
Value Index 18.11% 16.88%
* Annualized
A higher portfolio turnover rate may involve
correspondingly greater brokerage commissions and other
expenses which might be borne by the Fund and, thus,
indirectly by its shareholders.
Placement of Portfolio Brokerage
The Fund does not have any obligation to deal with any
broker, dealer or group of brokers or dealers in the
execution of transactions in portfolio securities.
Subject to policy established by the Board of Directors,
the Investment Adviser is primarily responsible for
placement of the Fund's portfolio transactions. In
placing orders, it is the policy of the Fund to obtain
the most favorable net results, taking into account
various factors, including price, dealer spread or
commissions, if any, size of the transaction and
difficulty of execution. While the Investment Adviser
generally will seek reasonably competitive spreads or
commissions, the Fund will not necessarily be paying the
lowest spread or commission available.
In placing portfolio transactions, the Investment Adviser
may give consideration to brokers who provide
supplemental investment research, in addition to such
research obtained for a flat fee, to the Investment
Adviser, and pay commissions to such brokers or dealers
furnishing such services which are in excess of
commissions which another broker or dealer may charge for
the same transaction. Such supplemental research
ordinarily consists of assessments and analyses of the
business or prospects of a company, industry, or economic
sector. Supplemental research obtained through brokers
or dealers will be in addition to and not in lieu of the
services required to be performed by the Investment
Adviser. The expenses of the Investment Adviser will not
necessarily be reduced as a result of the receipt of such
supplemental information. The Investment Adviser may use
any supplemental investment research obtained for the
benefit of the Fund in providing investment advice to its
other investment advisory accounts, and may use such
information in managing their own accounts. Conversely,
such supplemental information obtained by the placement
of business for the Investment Adviser will be considered
by and may be useful to the Investment Adviser in
carrying out its obligations to the Fund. For the year
ended December 31, 1995 , the Fund paid out
$1,421,135.88
in commissions on transactions that aggregated
$886,019,162 to brokers who supplied such supplemental
research.
Purchases and sales of securities for the Money Market
Portfolio usually are principal transactions, and
normally, for all portfolios, the Fund will deal directly
with the underwriters or dealers who make a market in the
securities involved unless better prices and execution
are available elsewhere. Such dealers usually act as
principals for their own account. On occasion,
securities may be purchased directly from the issuer.
Bonds and money market securities are generally traded on
a net basis and do not normally involve either brokerage
commissions or transfer taxes. The cost of portfolio
securities transactions of the Fund that are not
transactions with principals will consist primarily of
brokerage commissions or dealer or underwriter spreads
between the bid and asked price, although purchases from
underwriters of portfolio securities include a commission
or concession paid by the issuer.
Securities held by the Fund may also be held by other
separate accounts or mutual funds for which the
Investment Adviser serves as an adviser, or held by
GWL&A, the Investment Adviser for one or more clients
when one or more clients are selling the same security.
If purchases or sales of securities for the Fund or other
entities for which they act as investment adviser or for
their advisory clients arise for consideration at or
about the same time, transactions in such securities will
be made for the respective entities and clients in a
manner deemed equitable to all. To the extent that
transactions on behalf of more than one client of the
Investment Adviser during the same period may increase
the demand for securities being purchased or the supply
of securities being sold, there may be an adverse effect
on price.
On occasions when the Investment Adviser deems the
purchase or sale of a security to be in the best
interests of the Fund as well as other accounts or
companies, it may to the extent permitted by applicable
laws and regulations, but will not be obligated to,
aggregate the securities to be sold or purchased for the
Fund with those to be sold or purchased for such other
accounts or companies in order to obtain favorable
execution and lower brokerage commissions. In that
event, allocation of the securities purchased or sold, as
well as the expenses incurred in the transaction, will be
made by the Investment Adviser in the manner it considers
to be most equitable and consistent with its fiduciary
obligations to the Fund and to such other accounts or
companies. In some cases this procedure may adversely
affect the size of the position obtainable for a
Portfolio.
No brokerage commissions have been paid by the Money
Market, Bond, Investment Grade Corporate Bond, U.S.
Government Securities, U.S. Government Mortgage
Securities, the Zero-Coupon Treasury or the Short-Term
Maturity Bond Portfolios for the years ended December 31,
1993 through December 31, 1995. The Stock Index
Portfolio (prior to December 1, 1992, the Growth
Portfolio) paid commissions in the amount of $81,010.60,
$3,029,948.57 and $80,466.92 for the years ended December
31, 1993, 1994 and 1995. The Total Return Portfolio paid
commissions in the amount of $34,277.25, $105,116.75 and
$51,369.25 for the years ended December 31, 1993, 1994
and 1995, respectively. The International Equity
portfolio paid commissions in the amount of $6,274.56,
$126,520.83 and $126,601.19 in 1993, 1994 and 1995,
respectively. The Small-Cap Index Portfolio paid
commissions in the amount of $12,764.70, $86,862.57 and
$63,610.97 in 1993, 1994 and 1995, respectively. The
Value Index Portfolio paid commissions in the amount of
$3,600.00, $43,591.00 and $38,182.86 in 1993, 1994 and
1995, respectively. The Growth Index Portfolio paid
commissions in the amount of $2,418.40, $20,103.30 and
$25,946.14 in 1993, 1994 and 1995, respectively. The
Small-Cap Value Portfolio paid commissions in the amount
of $6,695.23, $18,944.32 and $29,174.82 in 1993, 1994 and
1995, respectively. The MidCap Portfolio paid
commissions in the amount of $211,599.85 in 1994 and
$468,104.15 in 1995. The Small-Cap Aggressive Growth
Portfolio paid commissions in the amount of $5,150.00 in
1994 and $60,792.00 in 1995. The Foreign Equity
Portfolio paid commissions in the amount of $35,585.90 in
1994 and $456,623.10 in 1995. The Maxim T. Rowe Price
Equity/Income Portfolio paid commissions in the amount of
$3,188.42 in 1994 and $7,073.61 in 1995. The Maxim
INVESCO Small-Cap Growth Portfolio paid commissions in
the amount of $1,755.00 in 1994 and $11,195.26 in 1995.
The Maxim INVESCO ADR Portfolio paid commissions in the
amount of $1,902.00 in 1994 and $931.50 in 1995. The
Corporate Bond Portfolio paid commissions in the amount
of $0 in 1994 and 1,064.10 in 1995.
PURCHASE AND REDEMPTION OF SHARES
As of December 31, 1995 , all of the outstanding shares of
the Fund were presently held of record by Maxim Series
Account, Pinnacle Series Account, Retirement Plan Series
Account , FutureFunds Series Account, FutureFunds Series
Account II, FutureFunds Series Account III and Qualified
Series Account of GWL&A, by TNE Series (k) Account of
TNE, and by Great-West, which provided the initial
capitalization for certain Portfolios.
The following tables show the allocations of shares of
the Fund among the Series Accounts as of December 31,
1995 .
Money Market Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 3,528,937 1.27%
FutureFunds Series Account 42,140,943 15.21%
FutureFunds Series Account II 214,615,245 77.46%
Pinnacle Series Account 512,73 60.19%
Qualified Series Account 922,735 0.33%
TNE Series (k) Account 14,874,443 5.37%
Retirement Plan Series Account 474,75 40.17%
TOTAL 277,069,793 100.00%
Bond Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 3,773,938 5.80%
FutureFunds Series Account 43,480,290 66.83%
FutureFunds Series Account II 17,248,046 26.51%
Pinnacle Series Account 491,181 0.76%
Qualified Series Account 64,322 0.10%
TOTAL 65,057,777 100.00%
International Equity Portfolio
Series Account No. of Shares Percentage
FutureFunds Series Account 18,158,111 37.61%
FutureFunds II Series Account 30,122,185 62.39%
TOTAL 48,280,296 100.00%
Stock Index Portfolio*
Series Account No. of Shares Percentage
Maxim Series Account 7,072,681 1.98%
FutureFunds Series Account 143,503,203 40.16%
FutureFunds Series Account II 198,102,570 55.43%
Pinnacle Series Account 704,956 0.20%
Qualified Series Account 2,565,159 0.72%
TNE Series (K) Account 4,920,784 1.37%
Retirement Plan Series Account 499,926 0.14%
TOTAL 357,369,279 100.00%
* Prior to December 1, 1992, the Growth Portfolio.
U.S. Government Securities Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 11,584,979 18.54%
FutureFunds Series Account 33,298,352 53.30%
FutureFunds Series Account II 16,281,423 26.06%
Pinnacle Series Account 1,309,205 2.10%
TOTAL 62,473,959 100.00%
Total Return Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 3,487,487 6.32%
FutureFunds Series Account II 48,064,171 87.11%
Pinnacle Series Account 335,060 0.61%
FutureFunds Series Account 1,776,323 3.22%
TNE Series (K) Account 1,419,645 2.57%
Retirement Plan Series Account 93,342 0.17%
TOTAL 55,176,028 100.00%
Investment Grade Corporate Bond Portfolio
Series Account No. of Shares Percentage
FutureFunds Series Account II 66,909,520 92.49%
Qualified Series Account 354,046 0.49%
TNE Series (K) Account 5,014,181 6.93%
Retirement Plan Series Account 66,566 0.09%
TOTAL 72,344,313 100.00%
U.S. Government Mortgage Securities Portfolio
Series Account No. of Shares Percentage
FutureFunds Series Account II 103,488,895 94.15%
TNE Series (K) Account 6,295,843 5.73%
Retirement Plan Series Account 132,208 0.12%
TOTAL 109,916,946 100.00%
Growth Index Portfolio
Series Account No. of Shares Percentage
FutureFunds II Series Account 26,990,259 83.48%
TNE Series (K) Account 3,827,618 11.84%
Great-West 1,148,588 3.55%
Retirement Plan Series Account 366,148 1.13%
TOTAL 32,332,633 100.00%
Value Index Portfolio
Series Account No. of Shares Percentage
FutureFunds II Series Account 44,790,681 86.74%
TNE Series (K) Account 6,492,173 12.57%
Retirement Plan Series Account 358,168 0.69%
TOTAL 51,641,022 100.00%
Small-Cap Index Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 28,214 0.06%
FutureFunds Series Account 3,442,442 7.79%
FutureFunds II Series Account 31,860,484 72.10%
TNE Series (K) Account 3,397,740 7.69%
Retirement Plan Series Account 245,050 0.56%
Great-West 5,213,694 11.80%
TOTAL 44,187,988 100.00%
Small-Cap Value Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 7,590 0.04%
FutureFunds Series Account 328,650 1.69%
FutureFunds II Series Account 14,087,530 72.36%
TNE Series (K) Account 2,214,886 11.38%
Retirement Plan Series Account 107,366 0.55%
Great-West 2,721,377 13.98%
TOTAL 19,467,399 100.00%
Corporate Bond Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 8,357 0.02%
FutureFunds Series Account 1,904,375 4.82%
FutureFunds II Series Account 32,062,225 81.13%
TNE Series (K) Account 5,276,592 13.35%
Retirement Plan Series Account 266,313 0.68%
TOTAL 39,517,862 100.00%
Small-Cap Aggressive Growth Portfolio
Series Account No. of Shares Percentage
FutureFunds II Series Account 21,439,993 87.01%
TNE Series (K) Account 3,067,235 12.45%
Retirement Plan Series Account 132,520 0.54%
TOTAL 24,5399,748 100.00%
Foreign Equity Growth Portfolio
Series Account No. of Shares Percentage
FutureFunds II Series Account 57,309,232 87.84%
TNE Series (K) Account 7,859,239 12.04%
Retirement Plan Series Account 75,941 0.12%
TOTAL 65,244,412 100.00%
Maxim INVESCO Small-Cap Growth Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 39,963 0.79%
FutureFunds Series Account 2,157,655 43.03%
FutureFunds II Series Account 729,430 14.55%
Great-West 2,087,321 41.63%
TOTAL 5,014,369 100.00%
Maxim T.Rowe Price Equity/Income Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 193,125 2.23%
FutureFunds II Series Account 1,216,733 14.04%
FutureFunds Series Account 5,174,256 59.69%
Great-West 2,084,048 24.04%
TOTAL 8,668,162 100.00%
MidCap Portfolio
Series Account No. of Shares Percentage
FutureFunds II Series Account 91,480,283 83.53%
Maxim Series Account 231,941 0.21%
FutureFunds Series Account 17,800,700 16.26%
TOTAL 109,512.924 100.00%
Maxim INVESCO ADR Portfolio
Series Account No. of Shares Percentage
Maxim Series Account 26,213 1.10%
FutureFunds Series Account 207,508 8.71%
FutureFunds II Series Account 120,897 5.07%
Great-West 2,028,364 85.12%
TOTAL 2,382,982 100.00%
Short-Term Maturity Bond Portfolio
Series Account No. of Shares Percentage
FutureFunds II Series Account 10,058,025 64.99%
TNE Series (K) Account 1,845,719 11.93%
Great-West 3,572,863 23.08%
TOTAL 15,476,607 100.00% <PAGE>
CALCULATION OF YIELD AND RETURN
Yield of the Money Market Portfolio
As summarized in the Prospectus under the heading
"Performance Related Information," the yield of the Money
Market Portfolio for a seven-day period (the "base
period") will be computed by determining the "net change
in value" (calculated as set forth below) of a
hypothetical account having a balance of one share at the
beginning of the period, dividing the net change in
account value by the value of the account at the
beginning of the base period to obtain the base period
return, and multiplying the base period return by 365/7
with the resulting yield figure carried to the nearest
hundredth of one percent. Net changes in value of a
hypothetical account will include the value of additional
shares purchased with dividends from the original share
and dividends declared on both the original share and any
such additional shares, but will not include realized
gains or losses or unrealized appreciation or
depreciation on portfolio investments. Yield may also be
calculated on a compound basis (the "effective yield")
which assumes that net income is reinvested in Portfolio
shares at the same rate as net income is earned for the
base period.
The Money Market Portfolio's yield and effective yield
will vary in response to fluctuations in interest rates
and in the expenses of the Portfolio.
The following is an example of this yield calculation for
the Money Market Portfolio based on a seven-day period
ending December 31, 1995 .
Assumptions:
Value of a hypothetical pre-existing
account with exactly one share at the
beginning of the period: $1.00067671
Value of the same account* (excluding
capital changes) at the end of the
seven-day period: $1.00171670
* This value would include the value of
any additional shares purchased with
dividends from the original share, and
all dividends declared on both the
original share and any such additional
shares.
Calculation:
Ending account value
$1.00171670
Less beginning account value
1.00067671
Net change in account value
0.00103999
Base period return:
$.0.00103999/$1.00067671 (adjusted
change/beginning account value) =
$0.00103929
Current yield = Base period return
x (365/7) = 5.42%
Effective yield = (1 + Base period
return) to the power of 365/7 = 5.57%
Yields of the Bond, Stock Index*, U.S. Government
Securities, Total Return, Investment Grade Corporate
Bond, U.S. Government Mortgage Securities, Small-Cap
Index, Growth Index, Value Index, Small-Cap Value,
International Equity, Corporate Bond, Small-Cap
Aggressive Growth, Foreign Equity, Maxim T. Rowe Price
Equity/Income, Maxim INVESCO Small-Cap Growth and Maxim
INVESCO ADR Portfolios
As summarized in the Prospectus under the heading
"Performance Related Information," yields of these
Portfolios 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.
* Prior to December 1, 1992, the Growth Portfolio.
Bond Portfolio
The following is an example of this yield calculation for
the Bond Portfolio based on a 30-day period ending
December 31, 1995.
Formula: YIELD = 2[ (a-b)+ 1)6-1]
cd
Where: a = dividends and interest earned
during the period.
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 December 31, 1995:
a = 454,240.81
b = 39,014.52
c = 64,628,241.76
d = 1,23006200
Therefore 1 month yield as of December 31, 1995 is :
6.35%
<PAGE>
Investment Grade Corporate Bond Portfolio
The following is an example of this yield calculation for
the Investment Grade Corporate Bond Portfolio based on a
30-day period ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividends and interest earned
during the period.
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 December 31, 1995:
a = 569,001.82
b = 46,223.04
c = 71,377,889.67
d = 1.31607310
Therefore 1 month yield as of December 31, 1995 is :
6.77%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------Stock Index Portfolio
The following is an example of this yield calculation for
the Stock Index Portfolio based on a 30-day period ending
December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 1,206,602.16
b = 349,898.40
c = 352,116,246.79
d = 1.97963193
Therefore 1 month yield as of December 31, 1995 is :
1.48%
<PAGE>
U.S. Government Securities Portfolio
The following is an example of this yield calculation for
the U. S. Government Securities Portfolio based on a 30-
day period ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 381,859.26
b = 31,565.85
c = 57,615,837.26
d = 1.10014924
Therefore 1 month yield as of December 31, 1995 is :
6.72%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------U.S. Government Mortgage Securities Portfolio
The following is an example of this yield calculation for
the U. S. Government Mortgage Securities Portfolio based
on a 30-day period ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 688,858.97
b = 62,714.01
c = 107,972,810.22
d = 1.17861426
Therefore 1 month yield as of December 31, 1995 is :
5.98%
Total Return Portfolio
The following is an example of this yield calculation for
the Total Return Portfolio based on a 30-day period
ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 119,346.77
b = 27,048.13
c = 40,777,240.42
d = 1.29691805
Therefore 1 month yield as of December 31, 1995 is :
2.10%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------Small-Cap Index Portfolio
The following is an example of this yield calculation for
the Small-Cap Index Portfolio based on a 30-day period
ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 93,743.69
b = 24,434.73
c = 44,277,341.89
d = 1.16797092
Therefore 1 month yield as of December 31, 1995 is :
1.69%
Growth Index Portfolio
The following is an example of this yield calculation for
the Growth Index Portfolio based on a 30-day period
ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 75,009.25
b = 20,825.08
c = 31,245,804.69
d = 1.34586313
Therefore 1 month yield as of December 31, 1995 is :
1.55%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------Value Index Portfolio
The following is an example of this yield calculation for
the Value Index Portfolio based on a 30-day period ending
December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 112,721.74
b = 30,801.50
c = 49,207,419.72
d = 1.26225035
Therefore 1 month yield as of December 31, 1995 is :
1.59%
Small-Cap Value Portfolio
The following is an example of this yield calculation for
the Small-Cap Value Portfolio based on a 30-day period
ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 45,259.24
b = 21,914.08
c = 18,048,167.10
d = 1.06689031
Therefore 1 month yield as of December 31, 1995 is :
1.46%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------International Equity Portfolio
The following is an example of this yield calculation for
the International Equity Portfolio based on a 30-day
period ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = (66,115.58)
b = 73,291.35
c = 47,612,894.80
d = 1.13954703
Therefore 1 month yield as of December 31, 1995 is :
- -3.06%
Corporate Bond Portfolio
The following is an example of this yield calculation for
the Corporate Bond Portfolio based on a 30-day period
ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 284,061.70
b = 31,978.22
c = 37,282,225.17
d = 1.15214203
Therefore 1 month yield as of December 31, 1995 is :
7.15%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------Small-Cap Aggressive Growth Portfolio
The following is an example of this yield calculation for
the Small-Cap Aggressive Growth Portfolio based on a 30-
day period ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 80,789.67
b = 28,943.76
c = 22,108,540.79
d = 1.16050744
Therefore 1 month yield as of December 31, 1995 is :
2.44%
Foreign Equity Portfolio
The following is an example of this yield calculation for
the Foreign Equity Portfolio based on a 30-day period
ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = (80,926.62)
b = 82,249.92
c = 64,738,019.53
d = 0.98711700
Therefore 1 month yield as of December 31, 1995 is : -
3.04%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------Maxim T. Rowe Price Equity/Income Portfolio
The following is an example of this yield calculation for
the Maxim T. Rowe Price Equity/Income Portfolio based on
a 30-day period ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 30,792.05
b = 8,260.36
c = 8,404,892.33
d = 1.26326611
Therefore 1 month yield as of December 31, 1995 is :
2.56%
Maxim INVESCO Small-Cap Growth Portfolio
The following is an example of this yield calculation for
the Maxim INVESCO Small-Cap Growth Portfolio based on a
30-day period ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 6,323.40
b = 5,439.19
c = 4,737,926.64
d = 1.27337662
Therefore 1 month yield as of December 31, 1995 is :
0.18%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------Maxim INVESCO ADR Portfolio
The following is an example of this yield calculation for
the Maxim INVESCO ADR Portfolio based on a 30-day period
ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 5,169.54
b = 4,001.44
c = 2,381,106.52
d = 1.12546762
Therefore 1 month yield as of December 31, 1995 is :
0.52%
MidCap Portfolio
The following is an example of this yield calculation for
the MidCap Portfolio based on a 30-day period ending
December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 50,673.68
b = 132,394.31
c = 105,446,439.19
d = 1.35385111
Therefore 1 month yield as of December 31, 1995 is : -
0.69%
- ---------------------------------------------------------
- ---------------------------------------------------------
- -----------------Short-Term Maturity Bond Portfolio
The following is an example of this yield calculation for
the Short-Term Maturity Bond Portfolio based on a 30-day
period ending December 31, 1995.
Formula: YIELD = 2[ (a-b +1)6-1]
cd
Where: a = dividend and interest earned
during the period.
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 December 31, 1995:
a = 60,136.39
b = 6,427.46
c = 13,190,916.05
d = 1.00917917
Therefore 1 month yield as of December 31, 1995 is :
4.89%
At any time in the future, yields and total return may be
higher or lower than past yields and there can be no
assurance that any historical results will continue.
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.
<PAGE>
BOND PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
10 year total return as of December 31, 1995:
ERV = 4.04474
N = 10.0 (Dec/85 to Dec/95)
P = 1.75023
Therefore 10 year total return as of December 31, 1995 is
8.74% compounded annually.
5 year total return as of December 31, 1995:
ERV = 4.04474
N = 5.00 (Dec/90 to Dec/95)
P = 2.71834
Therefore 5 year total return as of December 31, 1995 is
8.27% compounded annually.
1 year total return as of December 31, 1995:
ERV = 4.04474
N = 1.00 (Dec/94 to Dec/95)
P = 3.51088
Therefore 1 year total return as of December 31, 1995 is
15.21% compounded annually.
<PAGE>
INVESTMENT GRADE CORPORATE BOND PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 2.05992
N = 3.1 (Dec/92 to Dec/95)
P = 1.65157
Therefore inception total return as of December 31, 1995
is 7.43% compounded annually.
1 year total return as of December 31, 1995:
ERV = 2.05992
N = 1.00 (Dec/94 to Dec/95)
P = 1.76499
Therefore 1 year total return as of December 31, 1995 is
16.71% compounded annually.<PAGE>
STOCK INDEX PORTFOLIO*
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
10 year total return as of December 31, 1995:
ERV = 5.33060
N = 10.0 (Dec/85 to Dec/95)
P = 1.69069
Therefore 10 year total return as of December 31, 1995 is
12.17% compounded annually.
5 year total return as of December 31, 1995:
ERV = 5.33060
N = 5.00 (Dec/90 to Dec/95)
P = 2.73725
Therefore 5 year total return as of December 31, 1995 is
14.26% compounded annually.
1 year total return as of December 31, 1995:
ERV = 5.33060
N = 1.00 (Dec/94 to Dec/95)
P = 3.93099
Therefore 1 year total return as of December 31, 1995 is
35.60% compounded annually.
* Prior to December 1, 1992, the Growth Portfolio.
<PAGE>
U.S. GOVERNMENT SECURITIES PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Ten year total return as of December 31, 1995:
ERV = 2.65189
N = 10.0 (Dec/85 to Dec/95)
P = 1.13319
Therefore ten year total return as of December 31, 1995
is 8.87% compounded annually.
5 year total return as of December 31, 1995:
ERV = 2.65189
N = 5.00 (Dec/90 to Dec/95)
P = 1.73249
Therefore 5 year total return as of December 31, 1995 is
8.89% compounded annually.
1 year total return as of December 31, 1995:
ERV = 2.65189
N = 1.00 (Dec/94 to Dec/95)
P = 2.28430
Therefore 1 year total return as of December 31, 1995 is
16.09% compounded annually.
<PAGE>
U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.64218
N = 3.08 (Dec/92 to Dec/95)
P = 1.30307
Therefore inception total return as of December 31, 1995
is 7.79% compounded annually.
1 year total return as of December 31, 1995:
ERV = 1.64218
N = 1.00 (Dec/94 to Dec/95)
P = 1.42133
Therefore 1 year total return as of December 31, 1995 is
15.55% compounded annually.
<PAGE>
TOTAL RETURN PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 2.07986
N = 8.42 (Aug/87 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 9.09% compounded annually.
5 year total return as of December 31, 1995:
ERV = 2.07986
N = 5.00 (Dec/90 to Dec/95)
P = 1.20643
Therefore 1 year total return as of December 31, 1995 is
11.51% compounded annually.
1 year total return as of December 31, 1995:
ERV = 2.07986
N = 1.00 (Dec/94 to Dec/95)
P = 1.69506
Therefore 1 year total return as of December 31, 1995 is
22.70% compounded annually.
SMALL-CAP INDEX PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.21776
N = 2.08 (Dec/93 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 9.92% compounded annually.
1 year total return as of December 31, 1995:
ERV = 1.21776
N = 1.00 (Dec/94 to Dec/95)
P = 0.96465
Therefore 1 year total return as of December 31, 1995 is
26.24% compounded annually.<PAGE>
GROWTH INDEX PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.38997
N = 2.08 (Dec/93 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 17.12% compounded annually.
1 year total return as of December 31, 1995:
ERV = 1.38997
N = 1.00 (Dec/94 to Dec/95)
P = 1.02736
Therefore 1 year total return as of December 31, 1995 is
35.29% compounded annually.
<PAGE>
VALUE INDEX PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.35165
N = 2.08 (Dec/93 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 15.56% compounded annually.
1 year total return as of December 31, 1995:
ERV = 1.35165
N = 1.00 (Dec/94 to Dec/95)
P = 0.98803
Therefore 1 year total return as of December 31, 1995 is
36.80% compounded annually.
<PAGE>
SMALL-CAP VALUE PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.16106
N = 2.08 (Dec/93 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 7.43% compounded annually.
1 year total return as of December 31, 1995:
ERV = 1.16106
N = 1.00 (Dec/94 to Dec/95)
P = 1.00539
Therefore 1 year total return as of December 31, 1995 is
15.51% compounded annually.
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.16895
N = 2.08 (Dec/93 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 7.78% compounded annually.
1 year total return as of December 31, 1995:
ERV = 1.16895
N = 1.00 (Dec/94 to Dec/95)
P = 1.07317
Therefore 1 year total return as of December 31, 1995 is
8.93% compounded annually.
<PAGE>
CORPORATE BOND PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.28257
N = 1.2 (Nov/94 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 23.78% compounded annually.
One year total return as of December 31, 1995:
ERV = 1.28257
N = 1.00 (Dec/94 to Dec/95)
P = 0.98527
Therefore one year total return as of December 31, 1995
is 30.19% compounded annually.
<PAGE>
SMALL-CAP AGGRESSIVE GROWTH PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.26769
N = 1.17 (Nov/94 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 22.55% compounded annually.
One year total return as of December 31, 1995:
ERV= 1.26769
N= 1.00 (Dec/94 to Dec/95)
P= 0.97546
Therefore one year total return as of December 31, 1995
is 29.96% compounded annually.
<PAGE>
FOREIGN EQUITY PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 0.99916
N = 1.17 (Nov/94 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is -0.07% compounded annually.
One year total return as of December 31, 1995:
ERV = 0.99916
N= 1.00 (Dec/94 to Dec/95)
P = 0.95149
Therefore one year total return as of December 31, 1995
is 5.02% compounded annually.
<PAGE>
MAXIM T. ROWE PRICE EQUITY/INCOME PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.31636
N = 1.2 (Nov/94 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 26.57% compounded annually.
One year total return as of December 31, 1995:
ERV = 1.31636
N = 1.00 (Dec/94 to Dec/95)
P = 0.98662
Therefore one year total return as of December 31, 1995
is 33.42% compounded annually.
<PAGE>
MAXIM INVESCO SMALL-CAP GROWTH PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.32892
N = 1.2 (Nov/94 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 27.60% compounded annually.
One year total return as of December 31, 1995:
ERV = 1.32892
N = 1.00 (Dec/94 to Dec/95)
P = 1.00841
Therefore one year total return as of December 31, 1995
is 31.79% compounded annually.
<PAGE>
MAXIM INVESCO ADR PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.14138
N = 1.2 (Nov/94 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 12.00% compounded annually.
One year total return as of December 31, 1995:
ERV = 1.14138
N = 1.00 (Dec/94 to Dec/95)
P = 0.98842
Therefore one year total return as of December 31, 1995
is 15.48% compounded annually.
<PAGE>
MIDCAP PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.40231
N = 2.00 (Jan 1/94 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 18.42% compounded annually.
One year total return as of December 31, 1995:
ERV = 1.41231
N = 1.00 (Dec/94 to Dec/95)
P = 1.10856
Therefore one year total return as of December 31, 1995
is 26.50% compounded annually.
<PAGE>
SHORT-TERM MATURITY BOND PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1+T) to the power of N = ERV
WHERE:
T = Average annual total return
N = The number of years including portions of
years where applicable for which the
performance is being measured
ERV = Ending redeemable value of a hypothetical
$1.00 payment made a 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) to the power of 1/N]-1
Inception total return as of December 31, 1995:
ERV = 1.03017
N = 1.00 (Aug 1/95 to Dec/95)
P = 1.00000
Therefore inception total return as of December 31, 1995
is 3.02% compounded annually.
<PAGE>
Performance Comparisons
Each Portfolio may from time to time include its yield
and/or total return in advertisements or in information
furnished to present or prospective shareholders. Each
Portfolio may include in such advertisements the ranking
of those performance figures relative to such figures for
groups of mutual funds categorized by Lipper Analytical
Services, relevant indexes and Donoghue Money Fund Report
as having the same or similar investment objectives.
The manner in which total return and yield will be
calculated for public use is described above. The table
in the Prospectus under the heading "Performance Related
Information", summarizes the calculation of total return
and yield for each Portfolio, where applicable, through
December 31, 1995.
<PAGE>
Price Make-up Sheet
Money Market Portfolio
Year Ended 12/31/95 Per
Share
Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 0
Ordinary Income 14,223,427
Operational Expenses (1,094,639)
Net Investment Income 13,128,788
Dividend Distribution - End of Year
(13,128,788)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year 0
Net Long-Term Realized Gain (Loss) on Investments
End of Year 0
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 0
Capital Stock at Par
27,706,979.1000
Additional Paid-in Capital 249,550,310
.9007
Net Assets
277,257,289 1.0007
Shares Outstanding 277,069,793
<PAGE>
Price Make-up Sheet
Bond Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 0
Ordinary Income 5,058,667
Operational Expenses (450,783)
Net Investment Income 4,607,884
Dividend Distribution - End of Year
(4,607,884)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (1,588,419)
Net Realized Long-Term Gain (Loss) on Investments
End of Year 1,023,882
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments (564,537)
(.0086)
Net Unrealized Appreciation (Depreciation)
on Investments 1,131,886 .0174
Capital Stock at Par 6,505,777
.1000
Additional Paid-in Capital 72,951,973
1.1213
Net Assets
80,025,099 1.2301
Shares Outstanding
65,057,777
<PAGE>
Price Make-up Sheet
Investment Grade Corporate Bond Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 0
Ordinary Income 6,002,700
Operational Expenses (511,001)
Net Investment Income 5,491,699
Dividend Distribution - End of Year
(5,491,699)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (1,071,394)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 1,071,394
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 2,285,197 .0316
Capital Stock at Par 7,234,431
.1000
Additional Paid-in Capital 85,690,776
1.1845
Net Assets
95,210,404 1.3161
Shares Outstanding 72,344,313
<PAGE>
Price Make-up Sheet
Stock Index Portfolio*
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 15,107,899
Ordinary Income 368,369
Operational Expenses (3,630,287)
Net Investment Income 11,845,981
Dividend Distribution - End of Year
(11,845,981)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year 0
Net Long-Term Realized Gain (Loss) on Investments
End of Year 4,752,154
Distribution from Net Realized Gain
(4,752,154)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 193,737,893 .5421
Capital Stock at Par 35,736,928
.1000
Additional Paid-in Capital 477,984,816
1.3375
Net Assets
707,459,637 1.9796
Shares Outstanding 357,369,279
* Prior to December 1, 1992, the Growth Portfolio
<PAGE>
Price Make-up Sheet
U.S. Government Securities Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
(30,000)
Dividend Income 0
Ordinary Income 4,600,187
Operational Expenses (377,523)
Net Investment Income 4,192,664
Dividend Distribution - End of Year (4,222,664)
Undistributed Net Investment Income -
End of Year (30,000)
(.0005)
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (3,943,519)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 1,282,043
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments (2,661,476)
(.0469)
Net Unrealized Appreciation (Depreciation)
on Investments 2,752,357 .0485
Capital Stock at Par 5,678,680
.1000
Additional Paid-in Capital 56,734,398
.9990
Net Assets
62,473,959 1.1001
Shares Outstanding 56,786,803
<PAGE>
Price Make-up Sheet
U.S. Mortgage Government Securities Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
41,250
Dividend Income 0
Ordinary Income 8,393,566
Operational Expenses (679,091)
Net Investment Income 7,714,475
Dividend Distribution - End of Year
(7,755,725)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (5,405,167)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 1,854,410
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments (3,550,757)
(.0323)
Net Unrealized Appreciation (Depreciation)
on Investments 5,107,510 .0465
Capital Stock at Par 10,991,694
.1000
Additional Paid-in Capital 117,001,233
1.0644
Net Assets
129,549,680 1.1786
Shares Outstanding 109,916,946
<PAGE>
Price Make-up Sheet
Zero-Coupon Treasury Portfolio-1995
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
787,482
Dividend Income 0
Ordinary Income 74,625
Operational Expenses (4,195)
Net Investment Income 857,912
Dividend Distribution - End of Year
(857,912)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year 0
Net Long-Term Realized Gain (Loss) on Investments
End of Year 1,359
Distribution from Net Realized Gain
(1,359)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 0
Capital Stock at Par 0
Additional Paid-in Capital 0
Net Assets
0
Shares Outstanding 0
<PAGE>
Price Make-up Sheet
Total Return Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 471,104
Ordinary Income 2,056,578
Operational Expenses (293,890)
Net Investment Income 2,233,792
Dividend Distribution - End of Year
(2,233,792)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year 0
Net Long-Term Realized Gain (Loss) on Investments
End of Year (942,230)
Distribution from Net Realized Gain
(942,230)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 7,229,494 .1699
Capital Stock at Par 4,254,396
.1000
Additional Paid-in Capital 43,692,138
1.0270
Net Assets
55,176,028 1.2969
Shares Outstanding 42,543,959
<PAGE>
Price Make-up Sheet
Small-Cap Index Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 925,658
Ordinary Income 66,729
Operational Expenses (218,365)
Net Investment Income 774,022
Dividend Distribution - End of Year
(774,022)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (374,521)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 1,054,463
Distribution from Net Realized Gain
(679,942)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 6,469,069 .1464
Capital Stock at Par 4,418,799
.1000
Additional Paid-in Capital 40,722,416
.9216
Net Assets
51,610,284 1.1680
Shares Outstanding 44,187,988
<PAGE>
Price Make-up Sheet
Growth Index Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 573,316
Ordinary Income 49,716
Operational Expenses (172,719)
Net Investment Income 450,313
Dividend Distribution - End of Year
(450,313)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (32,255)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 209,530
Distribution from Net Realized Gain
(177,275)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 7,838,093 .2424
Capital Stock at Par 3,233,263
.1000
Additional Paid-in Capital 32,443,943
1.0035
Net Assets
43,515,299 1.3459
Shares Outstanding 32,332,633
<PAGE>
Price Make-up Sheet
Value Index Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 1,748,861
Ordinary Income 54,959
Operational Expenses (264,392)
Net Investment Income 1,539,428
Dividend Distribution - End of Year
(1,539,428)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (3,627)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 687,906
Distribution from Net Realized Gain
(684,279)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 10,235,887 .1982
Capital Stock at Par 5,164,102
.1000
Additional Paid-in Capital 49,783,909
.9641
Net Assets
65,183,898 1.2623
Shares Outstanding 51,641,022
<PAGE>
Price Make-up Sheet
Small-Cap Value Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 1,146,263
Ordinary Income 76,695
Operational Expenses (200,865)
Net Investment Income 1,022,093
Dividend Distribution - End of Year
(1,022,093)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year 0
Net Long-Term Realized Gain (Loss) on Investments
End of Year 348,951
Distribution from Net Realized Gain
(348,951)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 983,278 .0505
Capital Stock at Par 1,946,739
.1000
Additional Paid-in Capital 17,839,562
.9164
Net Assets
20,769,579 1.0669
Shares Outstanding 19,467,399
<PAGE>
Price Make-up Sheet
International Equity Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 1,168,560
Ordinary Income 459,836
Operational Expenses (688,656)
Net Investment Income 939,740
Dividend Distribution - End of Year
(939,740)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (40,469)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 40,469
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments and Net Unrealized Appreciation
(Depreciation) on translation of assets and
liabilities denominated in foreign currencies3,095,533 .0641
Capital Stock at Par 4,828,030
.1000
Additional Paid-in Capital 47,094,105
.9754
Net Assets
55,017,668 1.1395
Shares Outstanding 48,280,296
<PAGE>
Price Make-up Sheet
MidCap Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 3,978,375
Ordinary Income 579,210
Operational Expenses (1,215,016)
Net Investment Income 3,342,569
Dividend Distribution - End of Year
(3,342,569)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (1,053,798)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 1,685,830
Distribution from Net Realized Gain
(632,032)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments and Net Unrealized Appreciation
(Depreciation) on translation of assets and
liabilities denominated in foreign currencies24,841,992 .2268
Capital Stock at Par 10,951,292
.1000
Additional Paid-in Capital 112,470,910
1.0270
Net Assets
148,264,194 1.3538
Shares Outstanding 109,512,924
<PAGE>
Price Make-up Sheet
Corporate Bond Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 155,764
Ordinary Income 2,918,217
Operational Expenses (250,744)
Net Investment Income 2,823,237
Dividend Distribution - End of Year
(2,823,237)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (40,196)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 154,531
Distribution from Net Realized Gain
(114,335)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments and Net Unrealized Appreciation
(Depreciation) on translation of assets and
liabilities denominated in foreign currencies3,560,304 .0901
Capital Stock at Par 3,951,786
.1000
Additional Paid-in Capital 38,018,100
.9620
Net Assets
45,530,190 1.1521
Shares Outstanding 39,517,862
<PAGE>
Price Make-up Sheet
Small-Cap Aggressive Growth Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
(21,665)
Dividend Income 2,201,960
Ordinary Income 179,698
Operational Expenses (263,899)
Net Investment Income (Loss) 2,096,094
Dividend Distribution - End of Year
(2,117,759)
Undistributed (Overdistributed) Net
Investment Income - End of Year (21,665)
(.0008)
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (34,886)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 306,493
Distribution from Net Realized Gain
(271,607)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 2,861,689 .1161
Capital Stock at Par 2,463,974
.1000
Additional Paid-in Capital 23,290,613
.9452
Net Assets
28,594,611 1.1605
Shares Outstanding 24,639,748
<PAGE>
Price Make-up Sheet
Foreign Equity Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
(83,631)
Dividend Income 1,076,539
Ordinary Income 192,989
Operational Expenses (872,165)
Net Investment Income (Loss) 313,732
Dividend Distribution - End of Year
(708,989)
Undistributed (Overdistributed) Net
Investment Income - End of Year (395,257)
(.0061)
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (650,037)
Net Long-Term Realized Gain (Loss) on Investments
End of Year (2,577,673)
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments (3,227,710)
(.0494)
Net Unrealized Appreciation (Depreciation)
on Investments and Net Unrealized Appreciation
(Depreciation) on translation of assets and
liabilities denominated in foreign currencies4,411,789 .0676
Capital Stock at Par 6,524,441
.1000
Additional Paid-in Capital 57,090,605
.8750
Net Assets
64,403,868 .9871
Shares Outstanding 65,244,412
<PAGE>
Price Make-up Sheet
Maxim T. Rowe Price Equity/Income Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 208,077
Ordinary Income 81,382
Operational Expenses (52,738)
Net Investment Income 236,721
Dividend Distribution - End of Year
(236,721)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year (1,177)
Net Long-Term Realized Gain (Loss) on Investments
End of Year 12,442
Distribution from Net Realized Gain
(11,265)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments
0
Net Unrealized Appreciation (Depreciation)
on Investments 1,349,771 .1557
Capital Stock at Par 866,816
.1000
Additional Paid-in Capital 8,733,608
1.0076
Net Assets
10,950,195 1.2633
Shares Outstanding 8,668,162
<PAGE>
Price Make-up Sheet
Maxim INVESCO Small-Cap Growth Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 11,743
Ordinary Income 181,342
Operational Expenses (39,948)
Net Investment Income 153,137
Dividend Distribution - End of Year
(153,137)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year 0
Net Long-Term Realized Gain (Loss) on Investments
End of Year 80,234
Distribution from Net Realized Gain
(80,234)
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 780,541 .1557
Capital Stock at Par 501,437
.1000
Additional Paid-in Capital 5,103,202
1.0177
Net Assets
6,385,180 1.2734
Shares Outstanding 5,014,369
<PAGE>
Price Make-up Sheet
Maxim INVESCO ADR Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 53,857
Ordinary Income 5,859
Operational Expenses (33,562)
Net Investment Income 26,154
Dividend Distribution - End of Year
(26,154)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year 0
Net Long-Term Realized Gain (Loss) on Investments
End of Year (15,301)
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments (15,301)
(.0064)
Net Unrealized Appreciation (Depreciation)
on Investments 296,788 .1245
Capital Stock at Par 238,298
.1000
Additional Paid-in Capital 2,162,184
.9074
Net Assets
2,681,969 1.1255
Shares Outstanding 2,382,982
<PAGE>
Price Make-up Sheet
Short-Term Maturity Bond Portfolio
Year Ended 12/31/95 Per Share Amount
Undistributed Net Investment Income -
Beginning of Year $
0
Dividend Income 0
Ordinary Income 238,194
Operational Expenses (22,401)
Net Investment Income 215,793
Dividend Distribution - End of Year
(215,793)
Undistributed Net Investment Income -
End of Year 0
Net Long-Term Realized Gain (Loss) on Investments
Beginning of Year 0
Net Long-Term Realized Gain (Loss) on Investments
End of Year 0
Distribution from Net Realized Gain
0
Accumulated Undistributed Net
Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation)
on Investments 87,796 .0057
Capital Stock at Par 1,547,661
.1000
Additional Paid-in Capital 13,983,213
.9035
Net Assets
15,618,670 1.0092
Shares Outstanding 15,476,607 <PAGE>
FINANCIAL STATEMENTS
<PAGE>
MAXIM SERIES FUND, INC.
Financial Statements and Financial Highlights for the
Years Ended December 31, 1995 and 1994, and
Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Maxim Series Fund, Inc.:
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of
the Bond Portfolio, Money Market Portfolio, Stock Index
Portfolio, Total Return Portfolio, U.S. Government
Securities Portfolio, and Zero-Coupon 1995 Treasury
Portfolio, of Maxim Series Fund, Inc., as of December 31,
1995, the related statement of operations, 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, 1995, 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 Bond Portfolio, Money Market
Portfolio, Stock Index Portfolio, Total Return Portfolio,
U.S. Government Securities Portfolio, and Zero-Coupon
1995 Treasury Portfolio, of Maxim Series Fund, Inc., at
December 31, 1995 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.
January 31, 1996
<PAGE>
MAXIM SERIES FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
U.S. ZERO-COUPON MONEY STOCK TOTAL
GOVERNMENT 1995 BONDMARKET INDEX RETURN SECURITIES
TREASURY
PORTFOLIO
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS:
(A) Investments at value:
Short-term investments
$ 480,000 $ 275,881,473 $ 5,468,000 $ 4,711,745
$ 3,891,000 $
Bonds
77,655,210 18,874,593 60,425,289
Common stocks
701,165,810 31,278,312
Total investments
(cost $77,003,324;$275,881,473; $512,895,917;
$47,635,156;$61,563,932; $0) 78,135,210 275,881,473
706,633,810 54,864,650 64,316,289
Cash
61,362 1,048,899 935,417 97,463 5,122
Dividends and interest receivable
1,868,842 434,555 1,256,731 441,283 602,482
Receivables for investments sold
11,755 388 106,339
Total assets
80,065,414 277,364,927 708,837,713 55,403,784
65,030,232
LIABILITIES:
Due to The Great-West Life Assurance Company
40,315 107,638 356,537 27,718 32,682
Payables for investments purchased
1,021,539 200,038 2,523,591
Total liabilities
40,315 107,638 1,378,076 227,756 2,556,273
NET ASSETS
$ 80,025,099 $ 277,257,289 $ 707,459,637 $ 55,176,028
$ 62,473,959 $ 0
NET ASSETS REPRESENTED BY:
Capital stock, $.10 par value
$ 6,505,777 $ 27,706,979 $ 35,736,928 $ 4,254,396
$ 5,678,680 $
Additional paid-in capital
72,951,973 249,550,310 477,984,816 43,692,138
56,734,398
Net unrealized appreciation on investments
1,131,886 193,737,893 7,229,494 2,752,357
Undistributed net investment income
(30,000)
Accumulated undistributed net realized (loss) on
investments
(564,537) (2,661,476)
NET ASSETS
$ 80,025,099 $ 277,257,289 $ 707,459,637 $ 55,176,028
$ 62,473,959 $ 0
NET ASSET VALUE PER OUTSTANDING SHARE
$ 1.2301 $ 1.0007 $ 1.9796 $ 1.2969 $ 1.1001 $ 0.0000
(A) The portfolio matured on November 15, 1995, and its
net assets were distributed to shareholders.
SHARES OF CAPITAL STOCK:
Authorized 200,000,000 300,000,000 500,000,000
100,000,000 200,000,000 100,000,000
Outstanding 65,057,777 277,069,793 357,369,279
42,543,959 56,786,803 0
See notes to financial statements.
MAXIM SERIES FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
U.S. ZERO-COUPON MONEY STOCK TOTAL
GOVERNMENT 1995 BOND MARKET INDEX RETURN
SECURITIES TREASURY PORTFOLIO PORTFOLIO PORTFOLIO
PORTFOLIO PORTFOLIO PORTFOLIO
INVESTMENT INCOME: (A)
Interest
$ 5,058,667 $ 14,223,427 $ 368,369 $ 1,483,937
$ 4,600,187 $ 74,625
Dividends
14,836,365 472,486
Less:
Foreign withholding tax
(86,709) (1,382)
Total income
5,058,667 14,223,427 15,118,025 1,955,041 4,600,187
74,625
EXPENSES:
Management fee 450,783 1,094,639 3,630,287 293,890
377,523 4,195
Total expenses
450,783 1,094,639 3,630,287 293,890 377,523 4,195
NET INVESTMENT INCOME
4,607,884 13,128,788 11,487,738 1,661,151 4,222,664
70,430
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net short-term realized gain on investments
0 358,243 572,641 0 0
Net long-term realized gain on investments
1,023,882 4,752,154 942,230 1,282,043 1,359
Change in net unrealized appreciation on investments
4,832,438 164,079,871 6,702,960 3,759,018 (18,368)
Net change in realized and unrealized appreciation on
investments
5,856,320 0 169,190,268 8,217,831 5,041,061 (17,009)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ 10,464,204 $ 13,128,788 $ 180,678,006 $ 9,878,982
$ 9,263,725 $ 53,421
(A) The portfolio matured on November 15, 1995, and its
net assets were distributed to shareholders.
See notes to financial statements
MAXIM SERIES FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 1995 AND 1994
BOND MONEY MARKET STOCK INDEX
PORTFOLIO PORTFOLIO PORTFOLIO
1995 1994 1995 1994 1995 1994
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income
$ 4,607,884 $ 4,080,087 $ 13,128,788 $ 5,782,112
$ 11,487,738 $ 12,219,366
Net short-term realized gain
358,243
Net long-term realized gain (loss)
1,023,882 (1,588,419) 4,752,154 8,500,792
Change in net unrealized appreciation (depreciation)
4,832,438 (4,330,483) 164,079,871 (18,018,928)
Net increase (decrease) in net assets resulting from
operations
10,464,204 (1,838,815) 13,128,788 5,782,112
180,678,006 2,701,230
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income and net short-term realized
gain
(4,607,884) (4,080,087) (13,128,788) (5,782,112)
(11,845,981) (12,219,366)
From net long-term realized gain
(4,752,154) (8,500,794)
Total distributions
(4,607,884) (4,080,087) (13,128,788) (5,782,112)
(16,598,135) (20,720,160)
SHARE TRANSACTIONS:
Net proceeds from sales of shares
25,657,889 28,988,249 326,553,215 219,435,731
212,318,545 294,949,856
Reinvestment of distributions
4,607,884 4,080,087 13,128,788 5,782,112 16,598,135
20,720,160
Cost of shares redeemed
(25,062,293) (42,880,322) (249,011,976) (135,628,554)
(182,876,906) (362,500,488)
Net increase (decrease) in net assets resulting from
share transactions
5,203,480 (9,811,986) 90,670,027 89,589,289
46,039,774 (46,830,472)
Total increase (decrease) in net assets
11,059,800 (15,730,888) 90,670,027 89,589,289
210,119,645 (64,849,402)
NET ASSETS:
Beginning of period
68,965,299 84,696,187 186,587,262 96,997,973
497,339,992 562,189,394
End of period
$ 80,025,099 $ 68,965,299 $ 277,257,289 $ 186,587,262
$ 707,459,637 $ 497,339,992
OTHER INFORMATION:
SHARES:
Sold
21,388,703 24,590,866 326,332,383 219,287,027
119,078,613 190,288,295
Issued in reinvestment of distributions
3,844,999 3,490,593 13,119,910 5,778,202 8,900,274
13,810,187
Redeemed
(20,925,704) (36,334,523) (248,843,582) (135,536,524)
(102,667,090) (175,196,389)
Net increase (decrease) 4,307,998 (8,253,064)
90,608,711 89,528,705 25,311,797 (28,902,093)
See notes to financial statements.
(Continued)
MAXIM SERIES FUND, INC. STATEMENTS
OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER
31, 1995 AND 1994 ZERO-COUPON TOTAL RETURN U.S.
GOVERNMENT 1995 TREASURY PORTFOLIO SECURITIES
PORTFOLIO PORTFOLIO 1995 1994 1995 1994 1995
1994 INCREASE (DECREASE) IN NET ASSETS: (A)
OPERATIONS: Net investment
income $ 1,661,151 $ 1,303,782 $ 4,222,664 $ 3,128,914 $
70,430 $ 80,895 Net short-term realized gain 572,641
Net long-term realized gain (loss) 942,230
443,393 1,282,043 (3,943,519) 1,359 7,902 Change
in net unrealized appreciation (depreciation) 6,702,960
(2,763,864) 3,759,018 (1,128,685) (18,368) (77,927)
Net increase (decrease) in net assets resulting
from operations 9,878,982 (1,016,689) 9,263,725
(1,943,290) 53,421 10,870 DISTRIBUTIONS
TO SHAREHOLDERS: From net investment
income and net short-term realized gain (2,233,792)
(1,303,782) (4,222,664) (3,128,915) From net
long-term realized gain (942,230) (443,393)
(7,902) Total Distributions (3,176,022)
(1,747,175) (4,222,664) (3,128,915) 0 (7,902)
SHARE TRANSACTIONS: Net proceeds
from sales of shares 23,821,866 24,608,831 18,005,739
36,554,627 45,681 Reinvestment of distributions
3,176,022 1,747,175 4,222,664 3,128,915 7,902
Cost of shares redeemed (19,873,337) (21,541,084)
(21,133,740)
(29,697,765) (1,058,299) (124,222) Net increase
(decrease) in net assets resulting from
share transactions 7,124,551 4,814,922 1,094,663
9,985,777 (1,012,618) (116,320)
Total increase (decrease) in net assets 13,827,511
2,051,058 6,135,724 4,913,572 (959,197) (113,352)
NET ASSETS: Beginning of
period 41,348,517 39,297,459 56,338,235 51,424,663
959,197 1,072,549 End of period $ 55,176,028 $
41,348,517 $ 62,473,959 $ 56,338,235 $ 0 $ 959,197
OTHER INFORMATION:
SHARES: Sold 19,269,697 20,941,963
17,005,087 34,230,411 20,285 Issued in
reinvestment of distributions 2,495,445 1,520,716
3,948,429 3,002,527 3,614 Redeemed (16,013,482)
(18,241,545) (19,740,168) (28,150,241) (458,923)
(57,117) Net increase (decrease) 5,751,660 4,221,134
1,213,348 9,082,697 (438,638) (53,503) (A) The
portfolio matured on November 15, 1995, and its net
assets were distributed to shareholders.
See notes to financial statements.
(Concluded)
MAXIM SERIES FUND, INC. BOND
PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the
portfolio for the years ended December 31, 1995, 1994,
1993, 1992, and 1991 is as follows:
Year Ended December 31,
1995 1994 1993 1992 1991 Net Asset
Value, Beginning of Year $ 1.1352 $ 1.2274 $ 1.2259 $
1.2929 $ 1.2312 Income From Investment
Operations Net investment income
0.0736 0.0634 0.0632 0.0831 0.0939 Net
realized and unrealized gain (loss) 0.0949 (0.0922)
0.0326 (0.0053) 0.0798 Total Income (Loss)
From Investment Operations 0.1685 (0.0288)
0.0958 0.0778 0.1737 Less Distributions
From net investment income (0.0736)
(0.0634) (0.0632) (0.0760) (0.0884) From
net realized gains (0.0311) (0.0688) (0.0236)
Total Distributions (0.0736) (0.0634)
(0.0943) (0.1448) (0.1120) Net Asset
Value, End of Year $ 1.2301 $ 1.1352 $ 1.2274 $ 1.2259 $
1.2929 Total Return 15.21% (2.36)% 8.56%
6.24% 14.70% Net Assets, End of Year $
80,025,099 $ 68,965,299 $ 84,696,187 $ 69,974,484 $
88,545,656 Ratio of Expenses to Average Net
Assets 0.60% 0.60%
0.60% 0.60% 0.60% Ratio of Net Investment
Income to Average Net Assets 6.16% 5.33%
5.02% 5.93% 7.64% Portfolio Turnover Rate
191.58% 60.85% 164.32% 157.97% 168.18%
(Continued)
MAXIM SERIES FUND, INC. MONEY
MARKET PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock
of the portfolio for years ended December 31, 1995, 1994,
1993, 1992, and 1991 is as follows:Year Ended December
31, 1995 1994 1993 1992 1991 Net Asset
Value, Beginning of Year $ 1.0007 $ 1.0007 $
1.0007 $ 1.0006 $ 1.0005 Income From
Investment Operations Net
investment income 0.0555 0.0394 0.0278 0.0343 0.0565
Net realized and unrealized gains
0.0001 0.0001 Total Income From Investment
Operations 0.0555 0.0394 0.0278 0.0344
0.0566 Less Distributions
From net investment income (0.0555) (0.0394)
(0.0278) (0.0343) (0.0565) Net Asset
Value, End of Year $ 1.0007 $ 1.0007 $ 1.0007 $ 1.0007 $
1.0006 Net Assets, End of Year $
277,257,289 $ 186,587,262 $ 96,997,973 $ 64,220,562 $
52,118,377 Ratio of Expenses to
Average Net Assets 0.46% 0.46% 0.46% 0.46% 0.48%
Ratio of Net Investment Income to
Average Net Assets 5.55% 3.96% 2.82% 3.43% 6.15%
(Continued)
MAXIM SERIES FUND, INC. STOCK
INDEX PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock
of the portfolio for the years ended December 31, 1995,
1994, 1993, 1992, and 1991 is as follows:
Year Ended December 31, 1995 1994 1993 1992
1991 Net Asset Value, Beginning of Year $
1.4978 $ 1.5575 $ 1.4506 $ 1.5206 $ 1.3191
Income From Investment Operations
Net investment income 0.0334 0.0350 0.0320 0.0383
0.0563 Net short-term realized gain 0.0010
Net long-term realized and
unrealized gain (loss) 0.4953 (0.0335) 0.1097 0.0502
0.2492 Total Income From Investment
Operations 0.5297 0.0015 0.1417 0.0885 0.3055
Less Distributions From
net investment income and net short-term
realized gains (0.0344) (0.0350) (0.0320) (0.0382)
(0.0542) From net long-term realized gains
(0.0135) (0.0262) (0.0028) (0.1203) (0.0498)
Total Distributions
(0.0479) (0.0612) (0.0348) (0.1585) (0.1040)
Net Asset Value, End of Year $ 1.9796 $ 1.4978 $
1.5575 $ 1.4506 $ 1.5206 Total Return
35.60% 0.14% 9.84% 5.87% 23.33% Net
Assets, End of Year $ 707,459,637 $ 497,339,992 $
562,189,394 $ 462,539,021 $ 359,177,318
Ratio of Expenses to Average Net Assets 0.60%
0.60% 0.60% 0.60% 0.60% Ratio of Net
Investment Income to Average Net Assets 1.91%
2.23% 2.14% 2.49%
4.33% Portfolio Turnover Rate 5.25% 11.98%
1.68% 118.83% 24.28%
(Continued)
MAXIM SERIES FUND, INC. TOTAL
RETURN PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock
of the portfolio for the years ended December 31, 1995,
1994, 1993 1992, and 1991 is as follows:
Year Ended December 31,
1995 1994 1993 1992 1991
Net Asset Value, Beginning of Year $ 1.1238 $
1.2065 $ 1.1327 $ 1.1156 $ 1.0017 Income
From Investment Operations Net
investment income 0.0421 0.0382 0.0326 0.0424 0.0979
Net short-term realized gain 0.0139
Net long-term realized and
unrealized gain (loss) 0.1960 (0.0704) 0.1025 0.0165
0.1177 Total Income (Loss) From Investment
Operations 0.2520 (0.0322) 0.1351 0.0589
0.2156
Less Distributions From
net investment income and net short-term
realized gains (0.0560) (0.0382) (0.0326) (0.0375)
(0.0543) From net long-term realized gains
(0.0229) (0.0123) (0.0287) (0.0043) (0.0474)
Total Distributions (0.0789) (0.0505) (0.0613)
(0.0418) (0.1017) Net Asset Value, End of
Year $ 1.2969 $ 1.1238 $ 1.2065 $ 1.1327 $ 1.1156
Total Return 22.70% (2.68)% 12.19% 5.45%
22.04%
Net Assets, End of Year $ 55,176,028 $ 41,348,517
$ 39,297,459 $ 18,696,606 $ 11,783,118 Ratio
of Expenses to Average Net Assets 0.60% 0.60% 0.60%
0.60% 0.60% Ratio of Net Investment Income
to Average Net Assets 3.41% 3.30% 2.88%
3.56% 5.52% Portfolio Turnover Rate 44.70%
74.85% 58.02% 29.26% 92.80%
(Continued)
MAXIM SERIES FUND, INC. U.S.
GOVERNMENT SECURITIES PORTFOLIO FINANCIAL
HIGHLIGHTS Selected data for a
share of capital stock of the portfolio for the years
ended December 31, 1995, 1994, 1993, 1992, and 1991 is as
follows:
Year Ended December 31, 1995 1994
1993 1992 1991 Net Asset Value, Beginning
of Year $ 1.0138 $ 1.1061 $ 1.1141 $ 1.1206 $ 1.0779
Income From Investment Operations
Net investment income 0.0723 0.0572 0.0881
0.1037 0.0775 Net realized and unrealized
gain (loss) 0.0863 (0.0924) (0.0006)
(0.0069) 0.0709 Total Income (Loss) From
Investment Operations 0.1586 (0.0352)
0.0875 0.0968 0.1484 Less Distributions
From net investment income (0.0723)
(0.0571) (0.0887) (0.0581) (0.0839) From
net realized gains (0.0068) (0.0452) (0.0218)
Total Distributions
(0.0723) (0.0571) (0.0955) (0.1033) (0.1057)
Net Asset Value, End of Year $ 1.1001 $ 1.0138 $
1.1061 $ 1.1141 $ 1.1206 Total Return
16.09% (3.20)% 9.35% 8.94% 14.34% Net
Assets, End of Year $ 62,473,959 $ 56,338,235 $
51,424,663 $ 30,350,801 $ 32,730,440 Ratio
of Expenses to Average Net Assets 0.60% 0.60% 0.60%
0.60% 0.60% Ratio of Net Investment Income
to Average Net Assets 6.76% 5.47% 8.49%
4.96% 8.09%
Portfolio Turnover Rate 185.57% 308.47% 27.28%
42.15% 213.79%
(Continued)
MAXIM SERIES FUND, INC.
ZERO-COUPON 1995 TREASURY PORTFOLIO FINANCIAL
HIGHLIGHTS Selected data for a
share of capital stock of the portfolio for the years
ended December 31, 1995, 1994, 1993, 1992, and 1991 is as
follows:
Year Ended December 31, 1995 1994 1993 1992
1991 (A) Net Asset Value, Beginning of Year
$ 2.1868 $ 2.1794 $ 2.0587 $ 2.0339 $ 1.7671
Income From Investment Operations
Net investment income 0.1653 0.3595 0.2234 0.5395
0.1680 Net realized and unrealized
gain (loss) (0.0401) (0.3340) (0.0904) (0.4022)
0.0988 Total Income From Investment
Operations 0.1252 0.0255 0.1330 0.1373 0.2668
Less Distributions
Distribution upon maturity (2.3120)
From net realized gains (0.0181) (0.0123) (0.1125)
Total Distributions (2.3120) (0.0181)
(0.0123) (0.1125) Net Asset Value, End of
Year $ 0.0000 $ 2.1868 $ 2.1794 $ 2.0587 $ 2.0339
Total Return 5.73% 1.17% 6.46% 6.75% 16.19%
Net Assets, End of Year $ 0 $ 959,197 $
1,072,549 $ 1,061,441 $ 1,592,205 Ratio of
Expenses to Average Net Assets 0.50% * 0.50% 0.50%
0.50% 0.50% Ratio of Net Investment Income
to Average Net Assets 7.51% * 8.12% 7.58%
7.97% 9.11% * Annualized
(A) The portfolio matured on November
15, 1995, and its net assets were distributed to
shareholders.
(Concluded)
MAXIM SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31,
1995 AND 1994
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. Interests in the Bond,
Money Market, Stock Index, Total Return, U.S. Government
Securities, and Zero-Coupon 1995 Treasury Portfolios (the
Portfolios) are represented by separate classes of
beneficial interest of the Fund. Shares of the Fund are
sold only to Maxim Series Account, Pinnacle Series
Account, FutureFunds Series Account, FutureFunds Series
Account II, Qualified Series Account, and Retirement Plan
Series Account 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 and to the TNE Series (k) Account
of The New England Mutual Life Assurance Company ("TNE")
to fund benefits under variable annuity contracts issued
by TNE. The shares are sold at a price equal to the
respective net asset value per share of each class of
shares.
Initial capitalization of $100,000 for the Fund was
received on February 25, 1982 from the parent of the
Company, The Great-West Life Assurance Company
(Great-West).
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
The following is a summary of the significant
accounting policies of the Fund:
Dividends
Dividends from investment income of the Money Market
Portfolio are declared daily and reinvested monthly.
Dividends from investment income of the Bond and U.S.
Government Securities Portfolios are declared and
reinvested monthly. Dividends from investment income of
the Stock Index Portfolio, and the Total Return Portfolio
are declared and reinvested quarterly. Dividends from
capital gains of all portfolios are declared and
reinvested annually.
The Zero-Coupon 1995 Treasury Portfolio used the
consent dividends procedure whereby the shareholders
consented to treat as a dividend an amount specified in
such consent even though such dividends had not actually
been paid. Distributions of net capital gains were
declared prior to the end of the fiscal year in which
they are earned and were reinvested in additional shares
of the Portfolio at net asset value. The Zero-Coupon
1995 Treasury Portfolio matured on November 15, 1995 and
its net assets, including dividends, were distributed to
shareholders; therefore its valuation at December 31,
1995 is zero.
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 the First-in,
First-out method (FIFO) for the Stock Index Portfolio and
Total Return Portfolio, and specific lot selection for
all other portfolios.
The U.S. Government Securities Portfolio may enter
into repurchase agreements which settle at a specified
future date. Amounts owing to brokers under these
agreements are included in Payables for Investments
Purchased in the accompanying financial statements.
These liabilities were $0 and $21,951,472 at December 31,
1995 and December 31, 1994, respectively, and are
collateralized by securities of approximately the same
value.
Security Valuation
Securities traded on national securities exchanges
are valued daily at the closing prices of the securities
on these exchanges, and securities traded on
over-the-counter markets are valued daily at the average
between the quoted bid and asked prices. Short-term and
money market securities are valued at amortized cost,
which approximates market value.
Dividend income for the Portfolios is accrued as of
the ex-dividend date and interest income is recorded
daily.
Federal Income Taxes
For federal income tax purposes, each Portfolio
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 other requirements for regulated
investment companies. Accordingly, no provision for
federal income taxes has been made.
3. INVESTMENT ADVISORY AGREEMENT
The Fund has entered into an investment advisory
agreement with Great-West. As compensation for its
services to the Fund, the investment advisor receives
monthly compensation at the annual rate of .46% of the
average daily net assets of the Money Market, .50% of the
average daily net assets of the Zero-Coupon 1995
Treasury, and .60% of the average daily net assets of the
Bond, Stock Index, Total Return, and U.S. Government
Securities portfolios.
4. PURCHASES AND SALES OF SECURITIES
Costs of purchases of U.S. Government obligations
and other securities, excluding short-term securities,
during the year ended December 31, 1995 were:
U.S. Government Obligations Other Securities
Portfolio Bond $ 11,157,344 $ 136,176,753 Money
Market Stock Index 68,339,205 Total Return
8,208,338 19,566,200 U.S. Government Securities
114,287,767 Zero-Coupon 1995 Treasury The
proceeds from sales of U.S. Government obligations and
other securities, excluding short-term securities, during
the year ended December 31, 1995 were:
U.S. Government Obligations Other Securities Portfolio
Bond $ 15,200,938 $ 121,776,769 Money Market
Stock Index 31,326,188 Total Return 8,218,545
11,576,639 U.S. Government Securities 112,062,747
Zero-Coupon 1995 Treasury 273,539
5. UNREALIZED APPRECIATION (DEPRECIATION) Gross
unrealized appreciation (depreciation) of securities is
as follows as of December 31, 1995:
U.S. MONEY STOCK TOTAL
GOVERNMENT MARKET INDEX RETURN BOND
SECURITIES PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
PORTFOLIO Gross appreciation $
2,049,529 $ $ 210,379,789 $ 7,569,453 $ 2,753,968
Gross depreciation (917,643) (16,641,896)
(339,959) (1,611) Net unrealized
appreciation $ 1,131,886 $ 0 $ 193,737,893 $ 7,229,494 $
2,752,357
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of Maxim
Series Fund, Inc.: We have audited the accompanying
statement of assets and liabilities, including the
statement of investments, of the Corporate Bond
Portfolio, Small-Cap Index Portfolio, and Small-Cap Value
Portfolio, of Maxim Series Fund, Inc., as of December 31,
1995, the related statement of operations for the year
then ended 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, 1995, 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 Corporate Bond Portfolio,
Small-Cap Index Portfolio, and Small-Cap Value Portfolio,
of Maxim Series Fund, Inc., at December 31, 1995 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.
January 31, 1996
<PAGE>
MAXIM SERIES FUND, INC. STATEMENT OF
ASSETS AND LIABILITIES
DECEMBER 31, 1995
CORPORATE SMALL-CAP SMALL-CAP
BOND INDEX VALUE
PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS:
Investments at value: Short-term investments
$ 2,439,000 $ 759,000 $ 2,757,130 Bonds 38,110,003
Common stocks 50,503,092 19,091,240
Preferred stocks 4,382,097 Total Investments
(cost $41,370,796; $44,793,023; $20,865,092) 44,931,100
51,262,092 21,848,370 Cash 318,202 233,311
85,065 Dividends and interest receivable 743,043
61,843 28,078 Receivables for securities sold 502,608
78,263 Total assets 46,494,953
51,635,509 21,961,513 LIABILITIES: Due
to the Great-West Life Assurance Company 33,004 25,225
22,623 Payable for securities purchased 931,759
1,169,311 Total liabilities 964,763 25,225
1,191,934 NET ASSETS $ 45,530,190 $ 51,610,284
$ 20,769,579 NET ASSETS REPRESENTED BY:
Capital stock, $.10 par value $ 3,951,786 $ 4,418,799 $
1,946,739 Additional paid-in capital 38,018,100
40,722,416 17,839,562 Net unrealized appreciation on
investments 3,608,096 6,469,069 983,278 Net
unrealized (depreciation) on translation of assets and
liabilities denominated in foreign currencies
(47,792) NET ASSETS $ 45,530,190 $
51,610,284 $ 20,769,579 NET ASSET VALUE PER
OUTSTANDING SHARE $ 1.1521 $ 1.1680 $ 1.0669
SHARES OF CAPITAL STOCK: Authorized 100,000,000
100,000,000 100,000,000 Outstanding 39,517,862
44,187,988 19,467,399
See notes to financial
statements.
MAXIM SERIES FUND, INC. STATEMENT OF
OPERATIONS YEAR ENDED DECEMBER 31, 1995
CORPORATE SMALL-CAP SMALL-CAP
BOND INDEX VALUE
PORTFOLIO PORTFOLIO PORTFOLIO
INVESTMENT INCOME: Interest $ 2,301,676 $
66,729 $ 76,695 Dividends 158,941 516,671 499,284
Less: Foreign withholding tax (3,177) (39)
Total income 2,457,440 583,361 575,979
EXPENSES: Salaries
41,083 Legal 766 Directors' fees 99
Accounting 7,000 Bank and custodial fees
26,134 Other expenses 2,792
Management fee 250,744 218,365 148,789 Total
expenses 250,744 218,365 226,663 Less
amount paid by The Great-West Life Assurance Company
25,798 Net expenses 250,744 218,365
200,865 NET INVESTMENT INCOME 2,206,696
364,996 375,114 REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:
Net short-term realized gain on investments
616,541 409,026 646,979 Net long-term realized gain
on investments 154,531 1,054,463 348,951 Change in
net unrealized appreciation on investments 3,834,695
6,611,525 962,763 Change in net unrealized
appreciation on translation of assets and
liabilties denominated in foreign currencies 49,750
Net change in realized and unrealized
appreciation on investments 4,655,517 8,075,014
1,958,693 NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 6,862,213 $ 8,440,010 $ 2,333,807
See notes to financial statements.
MAXIM SERIES FUND, INC. STATEMENTS OF CHANGES IN
NET ASSETS PERIODS ENDED DECEMBER 31, 1995 AND 1994
CORPORATE SMALL-CAP SMALL-CAP BOND INDEX VALUE
PORTFOLIO PORTFOLIO PORTFOLIO 1995 1994 1995
1994 1995 1994 INCREASE IN NET ASSETS: (A)
OPERATIONS: Net
investment income $ 2,206,696 $ 184,870 $ 364,996 $
165,121 $ 375,114 $ 50,051 Net short-term realized
gain 616,541 409,026 646,979 Net long-term
realized gain (loss) 154,531 (40,196) 1,054,463
(374,279) 348,951 Change in net unrealized
appreciation (depreciation) on
investments 3,834,695 (226,599) 6,611,525 (219,572)
962,763
(72,982) Change in net unrealized appreciation
(depreciation) on translation of assets
and liabilities denominated in foreign
currencies 49,750 (97,542) Net increase
(decrease) in net assets resulting from
operations 6,862,213 (179,467) 8,440,010 (428,730)
2,333,807 (22,931) DISTRIBUTIONS TO
SHAREHOLDERS: From net investment income
and net short-term realized gains
(2,823,237) (184,870) (774,022) (165,121) (1,022,093)
(50,051) From net long-term realized gains (114,335)
(679,942) (348,951) Total distributions
(2,937,572) (184,870) (1,453,964) (165,121)
(1,371,044) (50,051) SHARE TRANSACTIONS:
Net proceeds from sales of shares
37,824,383 15,541,105 31,434,085 21,377,073
14,092,128 8,484,333 Reinvestment of distributions
2,937,572 184,870 1,453,964 165,121 1,371,044 50,051
Cost of shares redeemed (12,869,601) (1,648,443)
(10,600,755) (4,548,115) (5,378,204) (1,747,436)
Net increase in net assets resulting
from share transactions 27,892,354 14,077,532
22,287,294 16,994,079 10,084,968 6,786,948
Total increase in net assets 31,816,995
13,713,195 29,273,340 16,400,228 11,047,731 6,713,966
NET ASSETS: Beginning of
period 13,713,195 22,336,944 5,936,716 9,721,848
3,007,882 End of period $ 45,530,190 $ 13,713,195 $
51,610,284 $ 22,336,944 $ 20,769,579 $ 9,721,848
OTHER INFORMATION:
SHARES: Sold 34,494,328 15,602,249
29,228,483 22,087,247 13,586,753 8,571,447 Issued
in reinvestment of distributions 2,638,196 189,778
1,265,868 172,645 1,299,095 50,404 Redeemed
(11,728,418) (1,678,271) (9,719,341) (4,717,827)
(5,165,741) (1,786,415) Net increase 25,404,106
14,113,756 20,775,010 17,542,065 9,720,107 6,835,436
(A) The portfolio commenced operations on November 1,
1994. See notes to financial
statements.
MAXIM SERIES FUND, INC. CORPORATE
BOND PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock
of the portfolio for the periods ended December 31, 1995
and 1994 is as follows:
Period Ended December 31, 1995 1994 (A) Net
Asset Value, Beginning of Period $ 0.9716 $ 1.0000
Income From Investment Operations Net
investment income 0.0842 0.0137 Net short-term
realized gain 0.0159 Net long-term realized and
unrealized gain (loss) 0.1835 (0.0284) Total
Income (Loss) From Investment Operations 0.2836
(0.0147) Less Distributions From net
investment income and net short-term realized gains
(0.1001) (0.0137) From net long-term realized
gains (0.0030) Total Distributions (0.1031)
(0.0137) Net Asset Value, End of Period $
1.1521 $ 0.9716 Total Return 30.19% (1.47)%
Net Assets, End of Period $ 45,530,190 $ 13,713,195
Ratio of Expenses to Average Net Assets 0.90%
1.08% * Ratio of Net Investment Income to Average
Net Assets 7.89% 8.64% * Portfolio Turnover Rate
24.70% 9.45% * Annualized (A) The
portfolio commenced operations on November 1, 1994.
(Continued)
MAXIM SERIES FUND, INC. SMALL-CAP
INDEX PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock
of the portfolio for the periods ended December 31, 1995,
1994, and 1993 is as follows:
Period Ended December 31, 1995 1994 1993 (A)
Net Asset Value, Beginning of Period $ 0.9540 $ 1.0112 $
1.0000 Income From Investment Operations
Net investment income 0.0102 0.0097 0.0009
Net short-term realized gain 0.0095
Net long-term realized and unrealized gain (loss) 0.2298
(0.0572) 0.0112 Total Income (Loss) From
Investment Operations 0.2495 (0.0475) 0.0121
Less Distributions From net investment
income and net short-term realized gains (0.0197)
(0.0097) (0.0009) From net long-term realized
gains (0.0158) Total Distributions
(0.0355) (0.0097) (0.0009) Net Asset Value,
End of Period $ 1.1680 $ 0.9540 $ 1.0112 Total
Return
26.24% (4.69)% 1.21% Net Assets, End of Period
$ 51,610,284 $ 22,336,944 $ 5,936,716 Ratio of
Expenses to Average Net Assets 0.60% 0.60% 0.60%*
Ratio of Net Investment Income to Average Net Assets
1.00% 1.20% 1.24%* Portfolio Turnover Rate
30.17% 53.44% 0.72% * Annualized
(A) The portfolio commenced operations on December 1,
1993.
(Continued)
MAXIM SERIES FUND, INC. SMALL-CAP VALUE
PORTFOLIO FINANCIAL HIGHLIGHTS Selected
data for a share of capital stock of the portfolio for
the periods ended December 31, 1995, 1994, and 1993
is as follows:
Period Ended December 31, 1995 1994 1993
(A) Net Asset Value, Beginning of Period $ 0.9974 $
1.0330 $ 1.0000 Income From Investment
Operations Net investment income 0.0286
0.0068 0.0012 Net short-term realized gain
0.0350 Net long-term realized and unrealized
gain (loss) 0.0884 (0.0356) 0.0330 Total
Income (Loss) From Investment Operations 0.1520
(0.0288) 0.0342 Less Distributions
From net investment income and net short-term
realized gains (0.0636) (0.0068) (0.0012)
From net long-term realized gains (0.0189)
Total Distributions (0.0825) (0.0068) (0.0012)
Net Asset Value, End of Period $ 1.0669 $ 0.9974 $
1.0330 Total Return 15.51% (2.78)% 3.42%
Net Assets, End of Period $ 20,769,579 $
9,721,848 $ 3,007,882 Ratio of Expenses to
Average Net Assets 1.35% # 1.33 % # 1.33%*#
Ratio of Net Investment Income to Average Net Assets
2.51% 0.80% 1.52%* Portfolio Turnover Rate
17.78% 16.81% 0.00% * Annualized
(A) The portfolio commenced operations on December 1,
1993. # Percentages are shown net of expenses
reimbursed by The Great-West Life Assurance Company.
(Concluded)
MAXIM SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31,
1995 AND 1994
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. Interests in the Corporate Bond,
Small-Cap Index, and Small-Cap Value portfolios (the
Portfolios) are represented by separate classes of
beneficial interest of the Fund. Shares of the Fund are
sold only to Maxim Series Account, FutureFunds Series
Account, FutureFunds Series Account II, and Retirement
Plan Series Account 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 and to the TNE Series (k)
Account of The New England Mutual Life Assurance Company
("TNE") to fund benefits under variable annuity contracts
issued by TNE. The shares are sold at a price equal to
the respective net asset value per share of each class of
shares.
Initial capitalization of $100,000 for the Fund was
received on February 25, 1982 from the parent of the
Company, The Great-West Life Assurance Company
(Great-West). In conjunction with the addition of the
Small-Cap Index and Small-Cap Value Portfolios,
additional capitalization of $5,000,000 and $2,500,000,
respectively, was received on December 1, 1993. At
December 31, 1995, Great-West's investment in the
Portfolios totaled $8,992,854.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
The following is a summary of the significant
accounting policies of the Fund:
Dividends
Dividends from investment income of the Corporate
Bond Portfolio are declared and reinvested monthly.
Dividends from investment income of the Small-Cap Index,
and Small-Cap Value portfolios are declared and
reinvested quarterly. Dividends from capital gains of
all portfolios are declared and reinvested annually.
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 the First-in,
First-out method (FIFO).
Security Valuation
Securities traded on national securities exchanges
are valued daily at the closing prices of the securities
on these exchanges, and securities traded on
over-the-counter markets are valued daily at the average
between the quoted bid and asked prices. Short-term
securities are valued at amortized cost which
approximates market value.
Dividend income for the Portfolios is accrued as of
the ex-dividend date and interest income is recorded
daily.
Federal Income Taxes
For federal income tax purposes, each 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 other requirements for regulated
investment companies. Accordingly, no provision for
federal income taxes has been made.
Foreign Currency Translation
The accounting records of the Corporate Bond
Portfolio are maintained in U.S. dollars. Investment
securities, and other assets and liabilities denominated
in a foreign currency are translated into U.S. dollars at
the current exchange rate. Purchases and sales of
securities, income receipts and expense payments are
translated into U.S. dollars at the exchange rate on the
dates of the transactions.
The Corporate Bond Portfolio isolates that portion
of the results of operations resulting from changes in
foreign exchange rates from the fluctuations arising from
changes in market prices of securities held.
Net realized foreign exchange gains or losses arise
from sales of portfolio securities, sales and maturities
of short-term securities, and currency gains or losses
realized between the amounts of dividends, interest, and
foreign withholding taxes recorded by the Corporate Bond
Portfolio, and the U.S. dollar equivalent of the amounts
actually received or paid. Net unrealized foreign
exchange gains and losses arise from changes in the value
of assets and liabilities including investments in
securities at fiscal year end, resulting from changes in
the exchange rate.
3. INVESTMENT ADVISORY AGREEMENT
The Fund has entered into an investment advisory
agreement with Great-West. As compensation for its
services to the Fund, the investment advisor receives
monthly compensation at the annual rate of .60% of the
average daily net assets of the Small-Cap Index
Portfolio, .90% of the average daily net assets of the
Corporate Bond Portfolio, and 1.00% of the average net
assets of the Small-Cap Value Portfolio. The Fund pays
all expenses incurred in its operation. However,
Great-West pays any expenses of the Fund which exceed an
annual rate of 1.35%, including management fees, of the
average daily net assets of the Small-Cap Value
portfolio.
4. PURCHASES AND SALES OF SECURITIES
Costs of purchases of U.S. Government obligations
and other securities, excluding short-term securities,
during the year ended December 31, 1995 were:
U.S. Government Obligations Other Securities Portfolio
Corporate Bond $ 1,636,016 $ 29,754,601 Small-Cap
Index 31,664,093 Small-Cap Value 11,472,425 The
proceeds from sales of U.S. Government obligations and
other securities, excluding short-term securities, during
the year ended December 31, 1995 were:
U.S. Government Obligations Other Securities Portfolio
Corporate Bond $ 487,188 $ 6,144,641 Small-Cap Index
10,749,889 Small-Cap Value 2,437,856
5. UNREALIZED APPRECIATION (DEPRECIATION) Gross
unrealized appreciation (depreciation) of securities is
as follows as of December 31, 1995:
CORPORATE SMALL-CAP SMALL-CAP
BOND INDEX VALUE
PORTFOLIO PORTFOLIO PORTFOLIO
Gross appreciation $ 4,323,979 $ 9,425,691 $ 2,474,596
Gross depreciation (763,675) (2,956,622)
(1,491,318) Net unrealized appreciation $
3,560,304 $ 6,469,069 $ 983,278<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of Maxim
Series Fund, Inc.: We have audited the accompanying
statement of assets and liabilities, including the
statement of investments, of the International Equity
Portfolio, INVESCO ADR Portfolio, INVESCO Small-Cap
Growth Portfolio, Mid-Cap Portfolio, and T. Rowe Price
Equity/Income Portfolio, of Maxim Series Fund, Inc., as
of December 31, 1995, the related statement of operations
for the year then ended 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, 1995, 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 International Equity Portfolio,
INVESCO ADR Portfolio, INVESCO Small-Cap Growth
Portfolio, Mid-Cap Portfolio, and T. Rowe Price
Equity/Income Portfolio, of Maxim Series Fund, Inc., at
December 31, 1995 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.
January 31, 1996
<PAGE>
MAXIM SERIES FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER
31, 1995
INVESCO INTERNATIONAL INVESCO SMALL-CAP T. ROWE PRICE
ADR EQUITY GROWTH MID-CAP EQUITY/INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
ASSETS: Investments at value:
Short-term investments $ 8,074,526 $ $ 948,441 $
5,710,000 $ 1,459,989 Bonds 651,959 446,067
Common stocks 45,759,476 2,643,437 5,426,319
142,254,186 8,918,226 Preferred stocks 206,080
Total Investments (cost $51,596,508;
$2,346,649; $5,594,219; 54,692,041 2,643,437 6,374,760
147,964,186 10,824,282 $123,082,211;
$9,474,511) Cash 321,989 41,532
14,452 570,100 98,183 Dividends and interest
receivable 80,706 342 1,578 10,198 36,268
Receivables for securities sold 273,623
Total assets 55,094,736 2,685,311 6,390,790
148,818,107 10,958,733
LIABILITIES: Due to the Great-West Life
Assurance Company 67,926 3,342 5,610 132,203 8,538
Payable for securities purchased 9,142 175,698
Other liabilities (See Note 6) 246,012
Total liabilities 77,068 3,342 5,610 553,913
8,538 NET ASSETS $ 55,017,668 $ 2,681,969 $
6,385,180 $ 148,264,194 $ 10,950,195 NET
ASSETS REPRESENTED BY: Capital stock, $.10
par value $ 4,828,030 $ 238,298 $ 501,437 $ 10,951,292 $
866,816 Additional paid-in capital 47,094,105
2,162,184 5,103,202 112,470,910 8,733,608 Net
unrealized appreciation on investments 1,996,348
296,788 780,541 24,835,635 1,349,418 Accumulated
undistributed net realized (loss) on investments
(15,301) Net unrealized appreciation on
translation of assets and liabilities
denominated in foreign currencies 1,099,185 6,357
353 NET ASSETS $ 55,017,668 $ 2,681,969 $
6,385,180 $ 148,264,194 $ 10,950,195 NET
ASSET VALUE PER OUTSTANDING SHARE $ 1.1395 $ 1.1255 $
1.2734 $ 1.3538 $ 1.2633 SHARES OF CAPITAL
STOCK: Authorized 100,000,000 100,000,000
100,000,000 200,000,000 100,000,000 Outstanding
48,280,296 2,382,982 5,014,369 109,512,924 8,668,162
See notes to financial
statements.
MAXIM SERIES FUND, INC. STATEMENT
OF OPERATIONS YEAR ENDED DECEMBER 31, 1995
INVESCO INTERNATIONAL INVESCO SMALL-CAP T.
ROWE PRICE EQUITY ADR GROWTH MID-CAP EQUITY/INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
INVESTMENT INCOME: Interest $ 459,836 $
5,859 $ 49,398 $ 579,210 $ 81,382 Dividends
1,158,223 61,590 11,743 802,195 165,372 Less:
Foreign withholding tax (155,368) (7,733) (19,011)
(968) Total income 1,462,691 59,716
61,141 1,362,394 245,786 EXPENSES:
Salaries 76,557 17,688 19,660
107,230 22,092 Legal 7,041 659 661 24,911 666
Directors' fees 301 15 25 729 38
Accounting 17,500 7,000 7,000 10,000 7,000
Bank and custodial fees 107,468 13,550 20,413 52,185
23,273 Other expenses 29,508 921 1,326 18,218
3,974 Management fee 459,104 22,375 34,500
1,049,333 44,411 Total expenses 697,479 62,208
83,585 1,262,606 101,454 Less amount
paid by The Great-West Life Assurance Company 8,822
28,646 43,637
47,589 48,716 Net expenses 688,657
33,562 39,948 1,215,017 52,738 NET
INVESTMENT INCOME 774,034 26,154 21,193 147,377
193,048 REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS: Net short-term realized gain
(loss) on investments 165,705 (15,301) 131,944
3,195,191 43,673 Net long-term realized gain on
investments 40,469 80,234 1,685,830 12,442
Change in net unrealized appreciation on investments
2,053,649 325,054 769,596 22,738,369 1,387,991
Change in net unrealized appreciation (depreciation) on
translation of assets and liabilties
denominated in foreign currencies 1,001,880
(12,405) 353 Net change in realized and
unrealized appreciation on investments 3,261,703
309,753 981,774 27,606,985 1,444,459 NET
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $
4,035,737 $ 335,907 $ 1,002,967 $ 27,754,362 $ 1,637,507
See notes to financial
statements.
MAXIM SERIES FUND, INC. STATEMENTS OF CHANGES IN
NET ASSETS YEARS ENDED DECEMBER 31, 1995 AND 1994
INVESCO INTERNATIONAL INVESCO SMALL-CAP EQUITY
ADR GROWTH PORTFOLIO PORTFOLIO PORTFOLIO 1995
1994 1995 1994 1995 1994 INCREASE IN NET ASSETS:
(A) (A) OPERATIONS:
Net investment income $ 774,034 $ 147,092 $ 26,154 $
5,100 $ 21,193 $ 6,041 Net short-term realized gain
165,705 131,944 Net long-term realized gain
(loss) 40,469 (40,469) (15,301) 80,234 Change
in net unrealized appreciation
(depreciation) on investments 2,053,649 (137,376)
325,054 (28,266) 769,596 10,945 Change in net
unrealized appreciation on translation
of assets and liabilities denominated in
foreign currencies 1,001,880 143,796 Net
increase (decrease) in net assets
resulting from operations 4,035,737 113,043 335,907
(23,166) 1,002,967 16,986 DISTRIBUTIONS
TO SHAREHOLDERS: From net investment
income and net short-term realized gains
(939,740) (147,092) (26,154) (5,100) (153,137)
(6,041) From net long-term realized gains
(80,234) Total distributions (939,740)
(147,092) (26,154) (5,100) (233,371) (6,041)
SHARE TRANSACTIONS: Net proceeds
from sales of shares 41,959,808 31,078,635 561,627
2,000,000 4,132,429 2,005,394 Reinvestment of
distributions 939,740 147,092 26,154 5,100 233,371
6,041 Cost of shares redeemed (23,158,826)
(2,136,767) (192,399) (772,596) Net increase
in net assets resulting from share
transactions 19,740,722 29,088,960 395,382 2,005,100
3,593,204 2,011,435 Total increase
in net assets 22,836,719 29,054,911 705,135 1,976,834
4,362,800 2,022,380 NET ASSETS:
Beginning of period 32,180,949 3,126,038
1,976,834 2,022,380 End of period $ 55,017,668 $
32,180,949 $ 2,681,969 $ 1,976,834 $ 6,385,180 $
2,022,380 OTHER INFORMATION:
SHARES: Sold 38,071,657
28,925,433 533,022 2,000,000 3,445,887 2,005,523
Issued in reinvestment of distributions 846,169 138,513
25,116 5,173 184,815 6,008 Redeemed (20,788,292)
(2,005,170) (180,329) (627,862) (2) Net increase
18,129,534 27,058,776 377,809 2,005,173 3,002,840
2,011,529 (A) The portfolio commenced operations on
November 1, 1994. See notes
to financial statements. (Continued)
MAXIM SERIES FUND, INC. STATEMENTS OF
CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31,
1995 AND 1994
T. ROWE PRICE MID-CAP EQUITY/INCOME PORTFOLIO
PORTFOLIO 1995 1994 1995 1994 INCREASE IN NET
ASSETS: (A) (B) OPERATIONS:
Net investment income $ 147,377 $ 209,756 $ 193,048 $
13,097 Net short-term realized gain 3,195,191
43,673 Net long-term realized gain (loss) 1,685,830
(1,053,798) 12,442 (1,177) Change in net unrealized
appreciation (depreciation) on investments
22,738,369 2,097,266 1,387,991 (38,238) Change in
net unrealized appreciation (depreciation) on
translation of assets and liabilities denominated in
foreign currencies (12,405) 18,762 353 (335)
Net increase (decrease) in net assets resulting from
operations 27,754,362 1,271,986 1,637,507 (26,653)
DISTRIBUTIONS TO SHAREHOLDERS: From
net investment income and net short-term realized gains
(3,342,569) (209,756) (236,721) (13,097) From net
long-term realized gains (632,032) (11,265)
Total distributions (3,974,601) (209,756) (247,986)
(13,097) SHARE TRANSACTIONS: Net
proceeds from sales of shares 59,307,860 82,620,283
8,115,320 2,138,444 Reinvestment of distributions
3,974,601 209,756 247,986 13,097 Cost of shares
redeemed (19,886,682) (2,803,615) (912,934) (1,489)
Net increase in net assets resulting from
share transactions 43,395,779 80,026,424 7,450,372
2,150,052 Total increase in net assets
67,175,540 81,088,654 8,839,893 2,110,302
NET ASSETS: Beginning of period 81,088,654
2,110,302 End of period $ 148,264,194 $ 81,088,654
$ 10,950,195 $ 2,110,302 OTHER INFORMATION:
SHARES: Sold 49,654,238
76,124,640 7,059,885 2,140,452 Issued in
reinvestment of distributions 2,954,014 193,900
207,202 13,357 Redeemed (16,792,730) (2,621,138)
(751,198) (1,536) Net increase 35,815,522
73,697,402 6,515,889 2,152,273 (A) The portfolio
commenced operations on January 3, 1994. (B) The
portfolio commenced operations on November 1, 1994.
See notes to financial
statements. (Concluded)
MAXIM SERIES FUND, INC.
INTERNATIONAL EQUITY PORTFOLIO FINANCIAL
HIGHLIGHTS Selected data for a
share of capital stock of the portfolio for the periods
ended December 31, 1995, 1994, and 1993 is as
follows:
Period Ended December 31, 1995 1994 1993 (A)
Net Asset Value, Beginning of Period $ 1.0673 $ 1.0110 $
1.0000 Income From Investment Operations
Net investment income 0.0190 0.0049 0.0009
Net short-term realized gain 0.0034
Net long-term realized and unrealized gain 0.0722
0.0563 0.0110 Total Income From Investment
Operations 0.0946 0.0612 0.0119 Less
Distributions From net investment income
and net short-term realized gains (0.0224) (0.0049)
(0.0009) Total Distributions (0.0224) (0.0049)
(0.0009) Net Asset Value, End of Period $ 1.1395
$ 1.0673 $ 1.0110 Total Return 8.93% 6.06%
1.19% Net Assets, End of Period $ 55,017,668 $
32,180,949 $ 3,126,038 Ratio of Expenses to
Average Net Assets 1.50% # 1.49% # 1.48%*#
Ratio of Net Investment Income to Average Net Assets
1.70% 1.25% 1.09%* Portfolio Turnover Rate
20.28% 11.49% 0.00% * Annualized
(A) The portfolio commenced operations on December 1,
1993. # Percentages are shown net of expenses
reimbursed by The Great-West Life Assurance Company.
(Continued)
MAXIM SERIES FUND, INC. INVESCO ADR PORTFOLIO
FINANCIAL HIGHLIGHTS Selected data for a
share of capital stock of the portfolio for the periods
ended December 31, 1995 and 1994 is as follows:
Period Ended December 31, 1995 1994 (A) Net
Asset Value, Beginning of Period $ 0.9859 $ 1.0000
Income From Investment Operations Net
investment income 0.0120 0.0026 Net realized and
unrealized gain (loss) 0.1396 (0.0141) Total
Income (Loss) From Investment Operations 0.1516
(0.0115) Less Distributions From net
investment income (0.0120) (0.0026) Total
Distributions (0.0120) (0.0026) Net Asset Value,
End of Period $ 1.1255 $ 0.9859 Total Return
15.48% (1.16)% Net Assets, End of Period $
2,681,969 $ 1,976,834 Ratio of Expenses to Average
Net Assets 1.50% # 1.50% * # Ratio of Net
Investment Income to Average Net Assets 1.17% 1.56% *
Portfolio Turnover Rate 5.88% 2.42% *
Annualized (A) The portfolio commenced
operations on November 1, 1994. # Percentages
are shown net of expenses reimbursed by The Great-West
Life Assurance Company.
(Continued)
MAXIM SERIES FUND, INC. INVESCO SMALL-CAP
GROWTH PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the
portfolio for the periods ended December 31, 1995 and
1994 is as follows:
Period Ended December 31, 1995 1994 (A) Net
Asset Value, Beginning of Period $ 1.0054 $ 1.0000
Income From Investment Operations Net
investment income 0.0069 0.0030 Net short-term
realized gain 0.0272 Net long-term realized and
unrealized gain 0.2846 0.0054 Total Income From
Investment Operations 0.3187 0.0084 Less
Distributions From net investment income and
net short-term realized gains
(0.0341) (0.0030) From net long-term realized
gains (0.0166) Total Distributions (0.0507)
(0.0030) Net Asset Value, End of Period $ 1.2734
$ 1.0054 Total Return 31.79% 0.84% Net
Assets, End of Period $ 6,385,180 $ 2,022,380
Ratio of Expenses to Average Net Assets 1.10% # 1.08%
* # Ratio of Net Investment Income to Average Net
Assets 0.58% 1.86% * Portfolio Turnover Rate
266.64% 0.00% * Annualized (A) The
portfolio commenced operations on November 1, 1994.
# Percentages are shown net of expenses reimbursed
by The Great-West Life Assurance Company.
(Continued)
MAXIM SERIES FUND, INC. MID-CAP PORTFOLIO
FINANCIAL HIGHLIGHTS Selected data for a
share of capital stock of the portfolio for the periods
ended December 31, 1995 and 1994 is as follows:
Period Ended December 31, 1995 1994 Net
Asset Value, Beginning of Period $ 1.1003 $ 1.0000
Income From Investment Operations Net
investment income 0.0018 0.0076 Net short-term
realized gain 0.0299 Net long-term realized and
unrealized gain 0.2594 0.1003 Total Income From
Investment Operations 0.2911 0.1079 Less
Distributions From net investment income and
net short-term realized gains (0.0317) (0.0076)
From net long-term realized gains (0.0059)
Total Distributions (0.0376) (0.0076) Net Asset
Value, End of Period $ 1.3538 $ 1.1003 Total
Return 26.50% 10.86% Net Assets, End of Period
$ 148,264,194 $ 81,088,654 Ratio of Expenses to
Average Net Assets 1.10% # 1.07% # Ratio of Net
Investment Income to Average Net Assets 0.13% 1.26%
Portfolio Turnover Rate 167.21% 166.12%
# Percentages are shown net of
expenses reimbursed by The Great-West Life Assurance
Company.
(Continued)
MAXIM SERIES FUND, INC. T. ROWE PRICE
EQUITY/INCOME PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the
portfolio for the periods ended December 31, 1995 and
1994 is as follows:
Period Ended December 31, 1995 1994 (A) Net
Asset Value, Beginning of Period $ 0.9805 $ 1.0000
Income From Investment Operations Net
investment income 0.0345 0.0061 Net short-term
realized gain 0.0051 Net long-term realized and
unrealized gain (loss) 0.2841 (0.0195) Total
Income (Loss) From Investment Operations 0.3237
(0.0134) Less Distributions From net
investment income and net short-term realized gains
(0.0396) (0.0061) From net long-term realized
gains (0.0013) Total Distributions (0.0409)
(0.0061) Net Asset Value, End of Period $ 1.2633
$ 0.9805 Total Return 33.42% (1.34)% Net
Assets, End of Period $ 10,950,195 $ 2,110,302
Ratio of Expenses to Average Net Assets 0.95% # 0.95%
* # Ratio of Net Investment Income to Average Net
Assets 3.46% 3.90% * Portfolio Turnover Rate
14.00% 2.74% * Annualized (A) The
portfolio commenced operations on November 1, 1994.
# Percentages are shown net of expenses reimbursed
by The Great-West Life Assurance Company.
(Concluded)
<PAGE>
MAXIM SERIES FUND, INC. NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
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. Interests in the
International Equity, INVESCO ADR, INVESCO Small-Cap
Growth, Mid-Cap, and T. Rowe Price Equity/Income
portfolios (the Portfolios) are represented by separate
classes of beneficial interest of the Fund. Shares of
the Fund are sold only to Maxim Series Account,
FutureFunds Series Account, and 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.
Initial capitalization of $100,000 for the Fund was
received on February 25, 1982 from the parent of the
Company, The Great-West Life Assurance Company
(Great-West). In conjunction with the addition of the
INVESCO ADR, INVESCO Small-Cap Growth, and T. Rowe Price
Equity/Income portfolios, additional capitalization of
$2,000,000, respectively, for each Portfolio, was
received on November 1, 1994. At December 31, 1995,
Great-West's investment in the Portfolios totaled
$7,573,511.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
The following is a summary of the significant
accounting policies of the Fund:
Dividends
Dividends from investment income of all portfolios
are declared and reinvested quarterly. Dividends from
capital gains of all portfolios are declared and
reinvested annually.
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 the First-in,
First-out method (FIFO).
Security Valuation
Securities traded on national securities exchanges
are valued daily at the closing prices of the securities
on these exchanges, and securities traded on
over-the-counter markets are valued daily at the average
between the quoted bid and asked prices. Short-term
securities are valued at amortized cost which
approximates market value.
Dividend income for the Portfolios is accrued as of
the ex-dividend date and interest income is recorded
daily.
Foreign Currency Translation
The accounting records of the International Equity,
Mid-Cap, and T. Rowe Price Equity/Income Portfolios are
maintained in U.S. dollars. Investment securities, and
other assets and liabilities denominated in a foreign
currency are translated into U.S. dollars at the current
exchange rate. Purchases and sales of securities, income
receipts and expense payments are translated into U.S.
dollars at the exchange rate on the dates of the
transactions.
The International Equity, Mid-Cap, and T. Rowe Price
Equity/Income Portfolios isolate that portion of the
results of operations resulting from changes in foreign
exchange rates from the fluctuations arising from changes
in market prices of securities held.
Net realized foreign exchange gains or losses arise
from sales of portfolio securities, sales and maturities
of short-term securities, and currency gains or losses
realized between the amounts of dividends, interest, and
foreign withholding taxes recorded by the International
Equity, Mid-Cap, and T. Rowe Price Equity/Income
Portfolios, and the U.S. dollar equivalent of the amounts
actually received or paid. Net unrealized foreign
exchange gains and losses arise from changes in the value
of assets and liabilities including investments in
securities at fiscal year end, resulting from changes in
the exchange rate.
Federal Income Taxes
For federal income tax purposes, each 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 other requirements for regulated
investment companies. Accordingly, no provision for
federal income taxes has been made.
3. INVESTMENT ADVISORY AGREEMENT
The Fund has entered into an investment advisory
agreement with Great-West. As compensation for its
services to the Fund, the investment advisor receives
monthly compensation at the annual rate of .80% of the
average daily net assets of the T. Rowe Price
Equity/Income Portfolio, .95% of the average daily net
assets of the INVESCO Small-Cap Growth and Mid-Cap
Portfolios, and 1.00% of the average net assets of the
International Equity and INVESCO ADR Portfolios. The
Fund pays all expenses incurred in its operations.
However, Great-West pays any expenses which exceed an
annual rate, including management fees, of 1.50%, 1.50%,
1.10%, 1.10%, and .95% of the average daily net assets of
the International Equity, INVESCO ADR, INVESCO Small-Cap
Growth, Mid-Cap, and T. Rowe Price Equity/Income
Portfolios, respectively.
4. PURCHASES AND SALES OF SECURITIES
Costs of purchases of U.S. Government obligations
and other securities, excluding short-term securities,
during the year ended December 31, 1995 were:
U.S. Government Obligations Other Securities Portfolio
International Equity 26,386,760 INVESCO ADR
803,975 INVESCO Small-Cap Growth 10,734,555 Mid-Cap
229,259,689 T. Rowe Price Equity/Income 125,574
6,629,431
The proceeds from sales of U.S. Government
obligations and other securities, excluding short-term
securities, during the year ended December 31, 1995 were:
U.S. Government Obligations Other Securities
Portfolio International Equity 7,392,315 INVESCO
ADR 124,464 INVESCO Small-Cap Growth 7,607,191
Mid-Cap 168,553,807 T. Rowe Price Equity/Income
655,520 5. UNREALIZED APPRECIATION (DEPRECIATION)
Gross unrealized appreciation (depreciation) of
securities is as follows as of December 31, 1995:
T. ROWE INVESCO PRICE INTERNATIONAL
INVESCO SMALL-CAP EQUITY/ EQUITY ADR GROWTH
MID-CAP INCOME PORTFOLIO PORTFOLIO PORTFOLIO
PORTFOLIO PORTFOLIO
Gross appreciation $ 6,168,871 $ 339,379 $ 869,759 $
26,857,695 $ 1,372,932 Gross depreciation
(3,073,338) (42,591) (89,218) (2,015,703) (23,161)
Net unrealized appreciation $ 3,095,533 $
296,788 $ 780,541 $ 24,841,992 $ 1,349,771 6.
FORWARD FOREIGN CURRENCY CONTRACTS The
following forward foreign currency contracts were held at
December 31, 1995:
MID-CAP PORTFOLIO
Net Unrealized Delivery Value
Settlement Gain (Loss) Sales (Local Currency) Date
(USD) Open British Pound 590,000 24-Jan-96
28,808 Swedish Krona 5,020,000 08-Feb-96 (69,846)
British Pound 45,000 08-Feb-96 1,983 British Pound
475,000 22-Feb-96 (928) Unrealized Loss -
December 31, 1995 (39,983) Closed-Not Settled
British Pound 245,125 24-Jan-96 6,422 Finnish
Markka 2,930,625 24-Jan-96 (10,968) Swedish Krona
19,984,600 24-Jan-96 (72,561) Finnish Markka
1,400,000 25-Jan-96 (812) Swedish Krona 12,000,000
08-Feb-96 (151,245) Finnish Markka 3,370,000
08-Feb-96 12,863 German Marks 774,000 08-Feb-96
13,608 German Marks 100,000 14-Mar-96 (1,506) German
Marks 600,000 13-Jun-96 (1,830) Realized Loss
- - Payable to Broker December 31, 1995 (206,029)
Total Liability (246,012)<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Stockholders of
Maxim Series Fund, Inc.:
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of
the Foreign Equity Portfolio, Growth Index Portfolio,
Investment Grade Corporate Bond Portfolio, Short-Term
Maturity Bond Portfolio, Small-Cap Aggressive Growth
Portfolio, U.S. Government Mortgage Securities Portfolio,
and the Value Index Portfolio, of Maxim Series Fund,
Inc., as of December 31, 1995, 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, 1995, 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 Foreign Equity Portfolio,
Growth Index Portfolio, Investment Grade Corporate Bond
Portfolio, Short-Term Maturity Bond Portfolio, Small-Cap
Aggressive Growth Portfolio, U.S. Government Mortgage
Securities Portfolio, and the Value Index Portfolio, of
Maxim Series Fund, Inc., at December 31, 1995 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.
January 31, 1996
MAXIM SERIES FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
INVESTMENT U.S.
GRADE SHORT-TERM SMALL-CAP GOVERNMENT FOREIGN GROWTH
CORPORATE MATURITY AGGRESSIVE MORTGAGE EQUITY
VALUE INDEX BOND BOND GROWTH SECURITIES INDEX
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
PORTFOLIO PORTFOLIO ASSETS: Investments
at value: Short-term investments $
2,422,000 $ 1,266,000 $ 918,000 $ 629,815 $ 4,712,173 $
14,066,008 $ 881,000 Bonds 92,137,146
15,507,010 126,734,697 Common stocks
61,591,888 43,075,318 23,701,729 63,896,683
Preferred stocks 291,238 Total
investments (cost $59,893,337;
$36,503,225; $90,769,949; $16,049,029;
$25,552,213; $135,693,195; $54,541,796) 64,305,126
44,341,318 93,055,146 16,136,825 28,413,902
140,800,705 64,777,683 Cash 521,806 311,034 158,603
299,994 198,776 148,789 322,184 Dividends and
interest receivable 60,640 71,805 2,044,409 279,202
29,604 1,107,968 122,518 Receivables for securities
sold 310,180 5,393
Total Assets 64,887,572 44,724,157 95,258,158
16,716,021 28,952,462 142,062,855 65,222,385
LIABILITIES: Due
to The Great-West Life Assurance Company 80,076 21,503
47,754 6,614 29,880 64,780 31,787 Payables for
securities purchased 403,628 1,187,355 1,090,737
327,971 12,448,395 6,700 Total
Liabilities 483,704 1,208,858 47,754 1,097,351
357,851 12,513,175 38,487 NET ASSETS
$ 64,403,868 $ 43,515,299 $
95,210,404 $ 15,618,670 $ 28,594,611 $ 129,549,680 $
65,183,898 NET ASSETS REPRESENTED BY:
Capital stock, $.10 par value $ 6,524,441
$ 3,233,263 $ 7,234,431 $ 1,547,661 $ 2,463,974 $
10,991,694 $ 5,164,102 Additional paid-in capital
57,090,605 32,443,943 85,690,776 13,983,213
23,290,613 117,001,233 49,783,909 Net unrealized
appreciation on investments 6,205,453 7,838,093
2,285,197 87,796 2,861,689 5,107,510 10,235,887
Undistributed net investment income (395,257)
(21,665) Accumulated undistributed net realized
(loss) on investments (3,227,710) (3,550,757)
Net unrealized (depreciation) on translation of
assets and liabilities denominated in
foreign currencies (1,793,664)
NET ASSETS $ 64,403,868 $ 43,515,299 $ 95,210,404 $
15,618,670 $ 28,594,611 $ 129,549,680 $ 65,183,898
NET ASSET VALUE PER OUTSTANDING SHARE $ 0.9871
$ 1.3459 $ 1.3161 $ 1.0092 $ 1.1605 $ 1.1786 $ 1.2623
SHARES OF CAPITAL STOCK:
Authorized 100,000,000 100,000,000 100,000,000
100,000,000 100,000,000 200,000,000 100,000,000
Outstanding 65,244,412 32,332,633 72,344,313
15,476,607 24,639,748 109,916,946 51,641,022
See notes to financial statements.
MAXIM SERIES FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED
DECEMBER 31, 1995
INVESTMENT U.S. GRADE SHORT-TERM
SMALL-CAP GOVERNMENT FOREIGN GROWTH CORPORATE
MATURITY AGGRESSIVE MORTGAGE VALUE EQUITY INDEX
BOND BOND GROWTH SECURITIES INDEX PORTFOLIO
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
PORTFOLIO INVESTMENT INCOME: (A)
Interest $ 192,989 $ 49,716 $ 5,846,574 $ 217,917 $
179,698 $ 8,393,566 $ 54,959 Dividends 1,273,264
452,506 216,095 1,473,456 Less: Foreign
withholding tax (196,725)
(587) (21) Total income 1,269,528
502,222 5,846,574 217,917 395,206 8,393,566
1,528,394 EXPENSES:
Salaries 98,832 35,431 Legal 8,742
2,453 Directors' fees 379 135
Accounting 17,500 7,000 Bank and
custodial fees 133,404 42,984 Other
expenses 33,624 4,780 Management fee
581,443 172,719 511,001 22,401 202,999 679,091
264,392 Total expenses 873,924 172,719
511,001 22,401 295,782 679,091 264,392
Less amount paid by The Great-West Life Assurance
Company 1,759 31,883
Net expenses 872,165 172,719 511,001 22,401 263,899
679,091 264,392 NET INVESTMENT INCOME
397,363 329,503 5,335,573 195,516 131,307 7,714,475
1,264,002 REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net short-term realized gain on investments 120,810
156,126 20,277 1,986,452 275,426 Net long-term
realized gain (loss) on investments (2,577,673) 209,530
1,071,394 306,493 1,854,410 687,906 Change in net
unrealized appreciation on investments 6,430,706
7,560,999 6,368,034 87,796 3,062,251 6,454,899
11,173,657 Change in net unrealized (depreciation) on
translation of assets and liabilities
denominated in foreign currencies (974,267)
Net change in realized and unrealized
appreciation on investments 2,878,766
7,891,339 7,595,554 108,073 5,355,196 8,309,309
12,136,989 NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 3,276,129 $
8,220,842 $ 12,931,127 $ 303,589 $ 5,486,503 $ 16,023,784
$ 13,400,991 (A) The portfolio commenced operations
on August 1, 1995.
See notes to financial statements.
MAXIM SERIES FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS YEARS
ENDED DECEMBER 31, 1995 AND 1994
SHORT-TERM FOREIGN INVESTMENT
GRADE MATURITY EQUITY GROWTH INDEX CORPORATE BOND
BOND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
1995 1994 1995 1994 1995 1994 1995 INCREASE IN
NET ASSETS: (A) (B)
OPERATIONS: Net investment income (loss)
$ 397,363 $ (83,631) $ 329,503 $ 130,081 $ 5,335,573 $
3,559,613 $ 195,516 Net short-term realized gain
120,810 156,126 20,277 Net long-term realized
gain (loss) (2,577,673) (650,036) 209,530 (32,255)
1,071,394 (1,071,396) Change in net unrealized
appreciation (depreciation) 6,430,706 (225,253)
7,560,999 256,491 6,368,034 (4,500,008) 87,796
Change in net unrealized (depreciation) on translation
of assets and liabilities denominated in
foreign currencies (974,267) (819,397)
Net increase (decrease) in net assets resulting from
operations 3,276,129 (1,778,317) 8,220,842 354,317
12,931,127 (2,011,791) 303,589
DISTRIBUTIONS TO SHAREHOLDERS: From net
investment income and net short-term realized gains
(708,989) (450,313) (130,081) (5,491,699)
(3,559,613) (215,793) From net long-term realized
gains (177,275) Total distributions
(708,989) (627,588) (130,081) (5,491,699)
(3,559,613) (215,793) SHARE
TRANSACTIONS: Net proceeds from sales of
shares 55,447,688 50,027,057 33,310,887 13,394,432
49,926,709 46,506,352 20,737,802 Reinvestment of
distributions 708,989 627,588 130,081 5,491,699
3,559,613 215,793 Cost of shares redeemed
(37,080,562) (5,488,127) (12,187,737) (2,677,358)
(38,923,726) (36,803,563) (5,422,721) Net increase
in net assets resulting from share
transactions 19,076,115 44,538,930 21,750,738
10,847,155 16,494,682 13,262,402 15,530,874
Total increase in net assets 21,643,255
42,760,613 29,343,992 11,071,391 23,934,110 7,690,998
15,618,670 NET ASSETS:
Beginning of period 42,760,613 14,171,307 3,099,916
71,276,294 63,585,296 End of period $ 64,403,868 $
42,760,613 $ 43,515,299 $ 14,171,307 $ 95,210,404 $
71,276,294 $ 15,618,670 OTHER
INFORMATION: SHARES:
Sold 58,347,888 50,746,710 27,703,570
13,471,245 39,325,785 37,262,507 20,661,196 Issued
in reinvestment of distributions 754,700 484,476
131,356 4,299,393 2,874,412 214,871 Redeemed
(38,798,865) (5,806,021) (9,858,532) (2,679,632)
(30,585,272) (29,406,292) (5,399,460) Net increase
20,303,723 44,940,689 18,329,514 10,922,969
13,039,906 10,730,627 15,476,607 (A) The portfolio
commenced operations on November 1, 1994. (B) The
portfolio commenced operations on August 1, 1995.
See notes to financial statements.
(Continued)
MAXIM SERIES FUND, INC. STATEMENTS OF
CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31,
1995 AND 1994
SMALL-CAP AGGRESSIVE U.S. GOVERNMENT GROWTH
MORTGAGE SECURITIES VALUE INDEX PORTFOLIO PORTFOLIO
PORTFOLIO 1995 1994 1995 1994 1995 1994 INCREASE
IN NET ASSETS: (A) OPERATIONS:
Net investment income (loss) $ 131,307 $
(21,665) $ 7,714,475 $ 4,813,188 $ 1,264,002 $ 492,154
Net short-term realized gain 1,986,452 275,426
Net long-term realized gain (loss) 306,493 (34,886)
1,854,410 (5,363,917) 687,906 (3,625) Change in net
unrealized appreciation (depreciation) 3,062,251
(200,562) 6,454,899 (1,272,764) 11,173,657 (969,236)
Net increase (decrease) in net assets resulting
from operations 5,486,503 (257,113) 16,023,784
(1,823,493) 13,400,991 (480,707)
DISTRIBUTIONS TO SHAREHOLDERS: From
net investment income and net short-term realized gains
(2,117,759) (7,755,725) (4,813,188) (1,539,428)
(492,154) From net long-term realized gains (271,607)
(684,281) Total distributions (2,389,366)
(7,755,725) (4,813,188) (2,223,709) (492,154)
SHARE TRANSACTIONS: Net proceeds
from sales of shares 20,096,390 14,726,855 65,265,069
60,931,199 44,956,480 27,012,083 Reinvestment of
distributions 2,389,366 7,755,725 4,813,188
2,223,709 492,154 Cost of shares redeemed
(9,951,691) (1,506,333) (45,125,539) (42,774,223)
(18,784,047) (5,258,044) Net increase in net assets
resulting from share transactions
12,534,065 13,220,522 27,895,255 22,970,164
28,396,142 22,246,193 Total
increase in net assets 15,631,202 12,963,409
36,163,314 16,333,483 39,573,424 21,273,332
NET ASSETS: Beginning of period
12,963,409 93,386,366 77,052,883 25,610,474
4,337,142 End of period $ 28,594,611 $ 12,963,409 $
129,549,680 $ 93,386,366 $ 65,183,898 $ 25,610,474
OTHER INFORMATION:
SHARES: Sold 18,217,542 14,873,821
56,907,542 53,274,071 39,672,567 27,194,586 Issued
in reinvestment of distributions 2,063,696 6,748,850
4,813,188 1,841,181 506,339 Redeemed (8,931,047)
(1,584,264) (39,284,555) (37,769,673) (16,511,550)
(5,348,569) Net increase 11,350,191 13,289,557
24,371,837 20,317,586 25,002,198 22,352,356 (A)
The portfolio commenced operations on November 1, 1994.
See notes to financial
statements. (Concluded)
MAXIM SERIES FUND, INC. FOREIGN EQUITY
PORTFOLIO FINANCIAL HIGHLIGHTS Selected
data for a share of capital stock of the portfolio for
the periods ended December 31, 1995 and 1994 is as
follows:
Period Ended December 31, 1995 1994
(A) Net Asset Value, Beginning of Period $ 0.9515 $
1.0000 Income From Investment Operations
Net investment income (loss) 0.0073 (0.0019)
Net realized and unrealized gain (loss) 0.0398 (0.0466)
Total Income (Loss) From Investment Operations
0.0471 (0.0485) Less Distributions
From net investment income (0.0115) Total
Distributions (0.0115) Net Asset Value, End of
Period $ 0.9871 $ 0.9515 Total Return 5.02%
(4.85)%
Net Assets, End of Period $ 64,403,868 $ 42,760,613
Ratio of Expenses to Average Net Assets 1.50% # 1.50%
* # Ratio of Net Investment Income to Average Net
Assets 0.69% (1.26)% * Portfolio Turnover Rate
119.98% 19.85% * Annualized (A) The
portfolio commenced operations on November 1, 1994.
# Percentage is shown net of expenses reimbursed
by The Great-West Life Assurance Company.
(Continued)
MAXIM SERIES FUND, INC. GROWTH INDEX
PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the
portfolio for the periods ended December 31, 1995, 1994,
and 1993 is as follows:
Period Ended December 31, 1995 1994 1993 (A)
Net Asset Value, Beginning of Period $ 1.0120 $ 1.0064 $
1.0000 Income From Investment Operations
Net investment income 0.0127 0.0133 0.0015
Net short-term realized gain 0.0038
Net long-term realized and unrealized gain 0.3394
0.0056 0.0064 Total Income From Investment
Operations 0.3559 0.0189 0.0079 Less
Distributions From net investment income
and net short-term realized gains (0.0165)
(0.0133) (0.0015) From net long-term realized
gains (0.0055) Total Distributions
(0.0220) (0.0133) (0.0015) Net Asset Value,
End of Period $ 1.3459 $ 1.0120 $ 1.0064 Total
Return 35.29% 1.93% .79% Net Assets, End of
Period $ 43,515,299 $ 14,171,307 $ 3,099,916
Ratio of Expenses to Average Net Assets 0.60% 0.60%
0.59%* Ratio of Net Investment Income to Average
Net Assets 1.15% 1.57% 1.98%* Portfolio
Turnover Rate 17.90% 18.50% 0.06% *
Annualized (A) The portfolio commenced
operations on December 1, 1993.
(Continued)
MAXIM SERIES FUND, INC. INVESTMENT
GRADE CORPORATE BOND PORTFOLIO FINANCIAL
HIGHLIGHTS Selected data for a share
of capital stock of the portfolio for the periods ended
December 31, 1995, 1994, 1993, and 1992 is as
follows:
Period Ended December 31, 1995 1994 1993 1992
(A) Net Asset Value, Beginning of Period $ 1.2019 $
1.3090 $ 1.2957 $ 1.0000
Income From Investment Operations Net
investment income 0.0794 0.0665 0.0691 0.0058
Net short-term realized gain 0.0022
Net long-term realized and unrealized gain (loss)
0.1142 (0.1071) 0.0452 0.2957 Total Income
(Loss) From Investment Operations 0.1958 (0.0406)
0.1143 0.3015 Less Distributions
From net investment income and net
short-term realized gains (0.0816) (0.0665) (0.0686)
(0.0058)
From net long-term realized gains (0.0324)
Total Distributions (0.0816) (0.0665)
(0.1010) (0.0058) Net Asset Value, End of
Period $ 1.3161 $ 1.2019 $ 1.3090 $ 1.2957
Total Return 16.71% (3.15)% 8.95% 29.57%
Net Assets, End of Period $ 95,210,404 $ 71,276,294 $
63,585,296 $ 49,607,522 Ratio of Expenses to
Average Net Assets 0.60% 0.60% 0.60% 0.59%*
Ratio of Net Investment Income to Average Net Assets
6.30% 5.37% 5.13% 4.71%* Portfolio Turnover
Rate 159.21% 51.66% 151.14% 23.91% *
Annualized (A) The portfolio
commenced operations on November 1, 1992.
(Continued)
MAXIM SERIES FUND, INC. SHORT-TERM
MATURITY BOND FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the
portfolio for the period ended December 31, 1995 is as
follows:
Period Ended December 31, 1995 (A) Net Asset
Value, Beginning of Period $ 1.0000 Income From
Investment Operations Net investment income
0.0194 Net short-term realized gain 0.0013 Net
long-term realized and unrealized gain 0.0092 Total
Income From Investment Operations 0.0299 Less
Distributions From net investment income and net
short-term realized gains (0.0207) Total
Distributions (0.0207) Net Asset Value, End of
Period $ 1.0092
Total Return 3.02% Net Assets, End of Period $
15,618,670 Ratio of Expenses to Average Net Assets
0.53% * Ratio of Net Investment Income to Average
Net Assets 4.61% * Portfolio Turnover Rate 97.87%
* Annualized (A) The portfolio commenced
operations on August 1, 1995.
(Continued)
MAXIM SERIES FUND, INC. SMALL-CAP AGGRESSIVE
GROWTH PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of
the portfolio for the periods ended December 31, 1995 and
1994 is as follows:
Period EndedDecember 31, 1995 1994 (A) Net
Asset Value, Beginning of Period $ 0.9755 $ 1.0000
Income From Investment Operations Net
investment income (loss) 0.0075 (0.0016) Net
short-term realized gain 0.0878 Net long-term
realized and unrealized gain (loss) 0.1962 (0.0229)
Total Income (Loss) From Investment Operations
0.2915 (0.0245) Less Distributions
From net investment income and net short-term realized
gains (0.0945) From net long-term realized
gains (0.0120) Total Distributions (0.1065)
Net Asset Value, End of Period $ 1.1605 $ 0.9755
Total Return 29.96% (2.46)% Net Assets,
End of Period $ 28,594,611 $ 12,963,409 Ratio of
Expenses to Average Net Assets 1.30% # 1.26% * #
Ratio of Net Investment Income to Average Net Assets
0.65% (1.08)% * Portfolio Turnover Rate 99.48%
8.84% * Annualized (A) The portfolio
commenced operations on November 1, 1994. #
Percentage is shown net of expenses reimbursed by The
Great-West Life Assurance Company.
(Continued)
MAXIM SERIES FUND, INC. U.S. GOVERNMENT
MORTGAGE SECURITIES PORTFOLIO FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock
of the portfolio for the periods ended December 31, 1995,
1994, 1993, and 1992 is as follows:
Period Ended December 31, 1995 1994 1993 1992
(A) Net Asset Value, Beginning of Period $ 1.0917 $
1.1813 $ 1.1503 $ 1.0000 Income From
Investment Operations Net investment
income 0.0781 0.0620 0.0788 0.0029 Net
realized and unrealized gain (loss) 0.0869 (0.0896)
0.0315 0.1598 Total Income (Loss) From
Investment Operations 0.1650 (0.0276) 0.1103 0.1627
Less Distributions From
net investment income (0.0781) (0.0620) (0.0788)
(0.0029) From net realized gains (0.0005)
(0.0095) Total Distributions (0.0781)
(0.0620) (0.0793) (0.0124) Net Asset Value,
End of Period $ 1.1786 $ 1.0917 $ 1.1813 $ 1.1503
Total Return 15.55% (2.34)% 9.65% 15.03%
Net Assets, End of Period $ 129,549,680 $ 93,386,366
$ 77,052,883 $ 28,107,848
Ratio of Expenses to Average Net Assets 0.60% 0.60%
0.60% 0.59%* Ratio of Net Investment Income
to Average Net Assets 6.84% 5.67% 8.12% 3.16%*
Portfolio Turnover Rate 188.04% 331.42% 17.78%
33.52% * Annualized (A) The
portfolio commenced operations on November 1, 1992.
(Continued)
MAXIM SERIES FUND, INC. VALUE INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the
portfolio for the periods ended December 31, 1995, 1994,
and 1993 is as follows:
Period Ended December 31, 1995 1994 1993 (A)
Net Asset Value, Beginning of Period $ 0.9614 $ 1.0118 $
1.0000 Income From Investment Operations
Net investment income 0.0305 0.0253 0.0014
Net short-term realized gain 0.0054
Net long-term realized and unrealized gain (loss) 0.3144
(0.0504) 0.0119 Total Income (Loss) From
Investment Operations 0.3503 (0.0251) 0.0133
Less Distributions From net investment
income and net short-term realized gains (0.0359)
(0.0253) (0.0014) From net long-term realized
gains (0.0135) (0.0001) Total Distributions
(0.0494) (0.0253) (0.0015) Net Asset Value,
End of Period $ 1.2623 $ 0.9614 $ 1.0118 Total
Return 36.80% (2.49)% 1.32% Net Assets, End
of Period $ 65,183,898 $
25,610,474 $ 4,337,142 Ratio of Expenses to
Average Net Assets 0.60% 0.60% 0.59%* Ratio
of Net Investment Income to Average Net Assets 2.87%
3.18% 2.11%* Portfolio Turnover Rate 18.11%
16.88% 8.99% * Annualized (A)
The portfolio commenced operations on December 1, 1993.
(Concluded)
MAXIM SERIES FUND, INC. NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
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. Interests in the Foreign
Equity, Growth Index, Investment Grade Corporate Bond,
Short-Term Maturity Bond, Small-Cap Aggressive Growth,
U.S. Government Mortgage Securities, and Value Index
portfolios (the Portfolios) are represented by separate
classes of beneficial interest of the Fund. Shares of
the Fund are sold only to FutureFunds Series Account II,
Qualified Series Account, and Retirement Plan Series
Account of Great-West Life & Annuity Insurance Company
(the Company), to fund benefits under variable annuity
contracts issued by the Company and to the TNE Series (k)
Account of The New England Mutual Life Assurance Company
(TNE) to fund benefits under variable annuity contracts
issued by TNE. The shares are sold at a price equal to
the respective net asset value per share of each class of
shares.
Initial capitalization of $100,000 for the Fund was
received on February 25, 1982 from the parent of the
Company, The Great-West Life Assurance Company
(Great-West). In conjunction with the addition of the
Growth Index Portfolio and Short-Term Maturity Bond
Portfolio, additional capitalization of $2,500,000 was
received on December 1, 1993 and $3,500,000 was received
on August 1, 1995, respectively. At December 31, 1995,
Great-West's investment in the Portfolios totaled
$5,151,502.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
The following is a summary of the significant
accounting policies of the Fund:
Dividends
Dividends from investment income of the Investment
Grade Corporate Bond, Short-Term Maturity Bond, and the
U.S. Government Mortgage Securities Portfolios are
declared and reinvested monthly. Dividends from
investment income of the Foreign Equity, Growth Index,
Small-Cap Aggressive Growth, and the Value Index
Portfolios are declared and reinvested quarterly.
Dividends from capital gains of all portfolios are
declared and reinvested annually.
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 the First-in,
First-out method (FIFO) for the Foreign Equity, Growth
Index, Small-Cap Aggressive Growth, and Value Index
Portfolios and specific lot selection for all other
portfolios.
The U.S. Government Mortgage Securities Portfolio
may enter into repurchase agreements which settle at a
specified future date. Amounts owing to brokers under
these agreements are included in Payables for Investments
Purchased in the accompanying financial statements.
These liabilities were $7,906,667 and $37,842,845 at
December 31, 1995 and 1994, respectively, and are
collateralized by securities of approximately the same
value.
Security Valuation
Securities traded on national securities exchanges
are valued daily at the closing prices of the securities
on these exchanges, and securities traded on
over-the-counter markets are valued daily at the average
between the quoted bid and asked prices. Short-term
securities are valued at amortized cost which
approximates market value.
Dividend income for the Portfolios is accrued as of
the ex-dividend date and interest income is recorded
daily.
Foreign Currency Translations
The accounting records of the Foreign Equity
Portfolio are maintained in U.S. dollars. Investment
securities, and other assets and liabilities denominated
in a foreign currency are translated into U.S. dollars at
the current exchange rate. Purchases and sales of
securities, income receipts and expense payments are
translated into U.S. dollars at the exchange rate on the
dates of the transactions.
The Foreign Equity Portfolio isolates that portion
of the results of operations resulting from changes in
foreign exchange rates from the fluctuations arising from
changes in market prices of securities held.
Net realized foreign exchange gains or losses arise
from sales of portfolio securities, sales and maturities
of short-term securities, and currency gains or losses
realized between the amounts of dividends, interest, and
foreign withholding taxes recorded by the Foreign Equity
Portfolio, and the U.S. dollar equivalent of the amounts
actually received or paid. Net unrealized foreign
exchange gains and losses arise from changes in the value
of assets and liabilities including investments in
securities at fiscal year end, resulting from changes in
the exchange rate.
Federal Income Taxes
For federal income tax purposes, each Portfolio of
the Fund qualifies or intends to qualify, as a regulated
investment company under the provisions of the Internal
Revenue Code by distributing substantially all of its
taxable net income (both ordinary income and capital
gains) to its shareholders and complying with other
requirements for regulated investment companies.
Accordingly, no provision for federal income taxes has
been made.
3. INVESTMENT ADVISORY AGREEMENT
The Fund has entered into an investment advisory
agreement with Great-West. As compensation for its
services to the Fund, the investment advisor receives
monthly compensation at the annual rate of .60% of the
average daily net assets of the Growth Index Portfolio,
Investment Grade Corporate Bond Portfolio, Short-Term
Maturity Bond Portfolio, U.S. Government Mortgage
Securities Portfolio, and Value Index Portfolio and 1.00%
of the average daily net assets of the Foreign Equity
Portfolio and Small-Cap Aggressive Growth Portfolio. The
Fund pays all expenses incurred in its operation.
However, Great-West shall pay any expenses of the Fund
which exceed an annual rate, including management fees,
of 1.50% and 1.30% of the average daily net assets of the
Foreign Equity and Small-Cap Aggressive Growth
Portfolios, respectively.
4. PURCHASES AND SALES OF SECURITIES
Costs of purchases of U.S. Government obligations
and other securities, excluding short-term investments,
during the year ended December 31, 1995 were:
U.S. Government Obligations Other Securities Portfolio
Foreign Equity $ $ 84,739,418 Growth Index
26,745,368 Investment Grade Corporate Bond 9,118,437
141,594,672 Short-Term Maturity Bond 11,610,078
13,552,251 Small-Cap Aggressive Growth 26,545,920
U.S. Government Mortgage Securities 232,249,652 Value
Index 35,101,578 The proceeds from sales of U.S.
Government obligations and other securities, excluding
short-term investments, during the year ended December
31, 1995 were:
U.S. Government Obligations Other Securities Portfolio
Foreign Equity $ $ 61,096,186 Growth Index
5,045,520 Investment Grade Corporate Bond 16,040,156
112,727,653 Short-Term Maturity Bond 8,720,254
1,002,740 Small-Cap Aggressive Growth 17,215,593
U.S. Government Mortgage Securities 204,274,468 Value
Index 7,859,667
5. UNREALIZED APPRECIATION (DEPRECIATION) Gross
unrealized appreciation (depreciation) of securities is
as follows as of December 31, 1995:
INVESTMENT U.S. GRADE SHORT-TERM
SMALL-CAP GOVERNMENT FOREIGN GROWTH CORPORATE
MATURITY AGGRESSIVE MORTGAGE VALUE EQUITY INDEX
BOND BOND GROWTH SECURITIES INDEX PORTFOLIO
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
PORTFOLIO Gross
appreciation $ 5,782,697 $ 8,435,576 $ 3,113,835 $ 94,228
$ 3,477,864 $ 5,110,557 $ 10,741,894
Gross depreciation (1,370,908) (597,483) (828,638)
(6,432) (616,175) (3,047)
(506,007) Net unrealized appreciation $
4,411,789 $ 7,838,093 $ 2,285,197 $ 87,796 $ 2,861,689 $
5,107,510 $ 10,235,887
SCHEDULE OF INVESTMENTS
Maxim Series Fund, Inc.
Bond Portfolio
BONDS Value
CANADIAN - PROVINCIAL --- 12.9%
3,000,000 Alberta 3,395,280
Yankee Notes 9.250% April 1, 2000
3,000,000 Manitoba 3,392,040
Yankee Bonds 8.750% May 15, 2001
3,000,000 Quebec 3,324,690
Medium Term Notes 8.690% February 22, 2001
$10,112,010
COMMUNICATIONS --- 4.1%
3,000,000 International Telecommunications
Satellite 3,215,625
Eurodollar Notes 7.375% August 6, 2002
$3,215,625
CREDIT INSTITUTIONS --- 25.2%
3,000,000 American Express Credit Corp3,035,840
Notes 6.125% November 15, 2001
3,000,000 Associates Corporation of North America
2,930,970
Senior Notes 5.750% October 15, 2003
3,000,000 British Telecommunications
Finance PLC 3,319,110
Guaranteed Notes 9.375% February 15, 1999
2,000,000 Chrysler Financial Corp 2,034,940
Medium Term Notes 6.520% July 21, 1999
2,000,000 Countrywide Funding Corp 2,073,200
Medium Term Notes 6.960% April 15, 2003
3,000,000 Ford Motor Credit Co 2,980,380
Medium Term Notes 5.370% September 8, 1998
3,000,000 General Electric Capital Corp 3,311,617
Eurodollar Medium Term Notes 8.100% February 15, 2002
$19,686,057
ELECTRIC --- 6.9%
2,000,000 Commonwealth Edison Co 2,100,794
First Mortgage Bonds 7.500% January 1, 2001
3,000,000 Metropolitan Edison Co 3,311,010
Secured Medium Term Notes 8.050% March 1, 2002
$5,411,804
ELECTRONICS - HIGH TECH --- 8.5%
3,000,000 Digital Equipment Corp 3,029,670
Notes 7.125% October 15, 2002
3,500,000 Xerox Corp 3,574,375
Eurodollar Notes 6.500% June 29, 2000
$6,604,045
ENVIRONMENTAL SERVICES --- 4.6%
3,300,000 WMX Technologies Inc 3,582,348
Notes 8.250% November 15, 1999
$3,582,348
GAS --- 3.9%
3,000,000 Columbia Gas System Inc 3,045,690
Notes 6.390% November 28, 2000
$3,045,690
MFTG - CONSUMER PRODS. --- 8.1%
3,000,000 Fruit of the Loom Inc 3,166,050
Senior Notes 7.875% October 15, 1999
3,000,000 Reed Publishing (USA) Inc 3,172,500
Eurodollar Notes 9.625% July 9, 1997
$6,338,550
MINING --- 4.6%
3,352,000 English China and Clays Inc 3,576,956
Yankee Notes 7.375% October 1, 2002
$3,576,956
RETAIL TRADE --- 6.8%
3,000,000 Duty Free International Inc 2,837,400
Notes 7.000% January 15, 2004
3,300,000 KMart Corp 2,475,000
Notes 8.125% December 1, 2006
$5,312,400
SECURITIES & COMMODITIES --- 4.3%
3,000,000 Lehman Brothers Holdings Inc 3,366,360
Notes 8.500% May 1, 2007
$3,366,360
U.S. GOVERNMENTS --- 1.3%
1,000,000 United States of America 1,034,530
Treasury Notes 6.250% August 31, 2000
$1,034,530
WHOLESALE TRADE -CONSUMER --- 8.2%
3,000,000 Procter & Gamble Co 3,227,655
Eurodollar Notes 9.500% February 11, 1998
3,000,000 Supervalu Inc 3,141,180
Notes 7.250% July 15, 1999
$6,368,835
TOTAL BONDS --- 99.4% $77,655,210
(Cost $76,523,324)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 0.6%
480,000 Canadian Imperial Bank of Commerce 480,000
$480,000
TOTAL SHORT-TERM INVESTMENTS --- 0.6% $480,000
(Cost $480,000)
TOTAL BOND PORTFOLIO --- 100.0% $78,135,210
(Cost $77,003,324)
Maxim Series Fund, Inc.
Money Market Portfolio
SHORT-TERM INVESTMENTS
CANADIAN - PROVINCIAL --- 0.7%
2,000,000 Ontario 2,008,448
$2,008,448
CONSUMER SERVICES --- 3.7%
9,200,000 Nestle Capital Corp 9,151,412
1,000,000 Smithkline Beecham Corp 1,000,143
$10,151,555
CREDIT INSTITUTIONS --- 34.6%
4,200,000 AT&T Capital Corp 4,183,375
13,437,000 American Express Credit Corp 13,336,926
2,300,000 Associates Corporation of North America
2,304,075
250,000 Associates Corporation of North America
251,014
8,000,000 Bellsouth Capital Funding Corp 7,984,616
1,750,000 Commercial Credit Corporation Ltd
1,750,000
11,332,000 Ford Motor Credit Co 11,301,136
1,000,000 Ford Motor Credit Co 1,014,943
1,450,000 Ford Motor Credit Co 1,457,864
13,000,000 Halifax Building Society 12,940,746
2,000,000 International Business Machines Credit Corp
1,990,920
200,000 International Business Machines Credit Corp
198,220
3,500,000 Paccar Financial Corp 3,495,559
13,800,000 Prudential Funding Corp 13,760,656
9,600,000 TransAmerica Finance Group 9,549,154
4,000,000 TransAmerica Financial Corp 3,998,709
3,000,000 Xerox Credit Corp 2,975,488
3,000,000 Xerox Credit Corp 3,000,208
$95,493,609
ELECTRIC --- 5.7%
11,230,000 Baltimore Gas & Electric Co 11,206,951
4,400,000 Duke Power Co 4,393,205
$15,600,156
ELECTRONICS - HIGH TECH --- 14.4%
2,800,000 General Electric Co 2,795,149
13,640,000 Hewlett-Packard Co 13,604,213
2,000,000 Northern Telecom Ltd 2,020,471
13,780,000 Sharp Electronics Corp 13,638,938
7,700,000 Xerox Corp 7,662,079
$39,720,850
FOREIGN BANKS --- 2.2%
2,000,000 Bank of Nova Scotia 1,981,367
4,144,000 Canadian Imperial Bank of Commerce
4,144,000
$6,125,367
HOLDING & INVEST. OFFICES --- 1.6%
4,400,000 American General Finance Corp 4,382,950
$4,382,950
INDUSTRIAL SERVICES --- 4.9%
13,500,000 PHH Corp 13,409,903
$13,409,903
INSURANCE --- 0.9%
2,600,000 American General Corp 2,581,263
$2,581,263
LEASING --- 4.7%
13,000,000 Pitney Bowes Credit Corp 12,972,172
$12,972,172
MFTG - CONSUMER PRODS. --- 5.7%
7,000,000 HJ Heinz Co 6,986,542
8,780,000 McGraw-Hill Companies Inc 8,687,386
$15,673,928
RETAIL TRADE --- 1.8%
5,000,000 JC Penney Funding Corp 4,943,932
$4,943,932
SECURITIES & COMMODITIES --- 9.8%
11,500,000 Merrill Lynch & Company Inc 11,418,638
2,000,000 Merrill Lynch & Company Inc 1,997,360
13,800,000 Morgan Stanley Group Inc 13,709,684
$27,125,682
TELEPHONE --- 6.0%
7,300,000 AT&T Corp 7,223,687
1,600,000 Ameritech Corp 1,592,007
7,800,000 Ameritech Corp 7,736,222
$16,551,916
WHOLESALE TRADE -CONSUMER --- 3.3%
750,000 Avery Dennison Corp 755,394
8,400,000 Cargill Inc $9,139,742
TOTAL SHORT-TERM INVESTMENTS --- 100.0% $275,881,473
(Cost $275,881,473)
TOTAL MONEY MARKET PORTFOLIO --- 100.0% $275,881,473
(Cost $275,881,473)
Maxim Series Fund, Inc.
Stock Index Portfolio
COMMON STOCK
AGENCY --- 0.9%
24,500 Federal Home Loan Mortgage Corp 2,045,750
37,000 Federal National Mortgage Association
4,592,625
$6,638,375
AGRICULTURE --- 0.0%
8,100 Dole Food Company Inc 283,500
$283,500
AIR --- 0.3%
10,300 AMR Corp* 764,775
2,900 Airborne Freight Corp 77,213
1,800 Alaska Air Group Inc* 29,250
4,400 Atlantic Southeast Airlines Inc 94,600
6,900 Delta Air Lines Inc 509,738
5,600 Pittston Services Group 175,700
19,450 Southwest Airlines Co 452,213
8,400 US Air Group Inc* 111,300
$2,214,789
COMMUNICATIONS --- 4.9%
5,200 AH Belo Corp 180,700
215,700 AT&T Corp 13,966,575
67,100 Airtouch Communications Inc* 1,895,575
9,800 Cabletron Systems Inc* 793,800
20,900 Capital Cities/ABC Inc 2,578,538
3,933 Chris-Craft Industries Inc* 170,102
32,500 Comcast Corp 591,078
6,400 Comsat Corp 119,200
19,000 Gannett Company Inc 1,166,125
26,050 Nextel Communications Inc* 384,238
58,000 Pacific Telesis Group 1,950,250
3,300 TCA Cable TV Inc 91,163
88,400 Tele-Communications Inc* 1,756,950
7,900 Telephone & Data Systems Inc 312,050
52,300 Time Warner Inc 1,980,863
63,800 US West Communications Group 2,280,850
63,900 US West Media Group* 1,214,100
5,600 Vanguard Cellular Systems Inc* 113,400
48,903 Viacom Inc* 2,316,780
25,920 Worldcom Inc* 913,680
$34,776,017
CONSTRUCTION --- 0.1%
2,700 Castle & Cooke Inc* 45,225
3,800 Centex Corp 132,050
12,833 Clayton Homes Inc 274,305
1,600 Granite Construction Inc 50,400
4,400 Kaufman & Broad Home Corp 65,450
7,300 McDermott International Inc 160,600
3,700 Pulte Corp 124,413
$852,443
CONSUMER SERVICES --- 8.3%
3,800 Acuson Corp* 47,025
8,700 Allergan Inc 282,750
36,000 Amgen Inc* 2,137,500
1,200 Angelica Corp 24,600
6,200 Apria Healthcare Group Inc* 175,150
6,400 Bally Entertainment Corp* 89,600
7,700 Bausch & Lomb Inc 305,113
37,500 Baxter International Inc 1,570,313
8,900 Becton Dickinson & Co 667,500
13,300 Beverly Enterprises Inc* 141,313
4,800 Biogen Inc* 295,200
15,600 Biomet Inc* 278,850
68,700 Bristol-Myers Squibb Co 5,899,613
1,900 CPI Corp 30,400
7,700 CR Bard Inc 248,325
24,175 CUC International Inc* 824,972
6,200 Carter-Wallace Inc 70,525
13,900 Circus Circus Enterprises Inc* 387,463
60,342 Columbia/HCA Healthcare Corp 3,062,357
5,900 Community Psychiatric Centers 72,275
5,400 Coram Healthcare Corp* 23,625
2,200 Cordis Corp* 221,100
2,200 Datascope Corp* 52,800
1,800 Diagnostic Products Corp 68,175
74,800 Eli Lilly & Co 4,207,500
5,500 FHP International Corp* 156,750
6,100 Forest Laboratories Inc* 276,025
4,000 Genzyme Corp* 249,500
14,200 H&R Block Inc 575,100
6,800 HFS Inc* 555,900
13,950 Harrah's Entertainment Inc* 338,288
4,200 Health Care & Retirement Corp* 147,000
4,700 HealthCare Compare Corp* 204,450
13,200 Healthsouth Corp* 384,450
6,500 Hilton Hotels Corp 399,750
6,952 Horizon/CMS Healthcare Corp* 175,538
21,900 Humana Inc* 599,513
15,800 ITT Corp* 837,400
15,950 Ivax Corp 454,575
87,800 Johnson & Johnson 7,517,875
5,000 King World Productions Inc* 194,375
16,656 Laboratory Corp of America* 156,150
8,500 Manor Care Inc 297,500
16,950 Marriott International Inc 648,338
31,300 Medtronic Inc 1,748,888
167,428 Merck & Company Inc 11,008,391
12,325 Mirage Resorts Inc* 425,213
3,900 Nellcor Inc* 226,200
8,850 Novacare Inc* 45,356
4,200 Pacificare Health Systems Inc* 365,400
6,975 Promus Hotel Corp* 155,194
15,400 Service Corporation International 677,600
9,450 St Jude Medical Inc* 406,350
6,600 Stryker Corp* 346,500
5,300 Surgical Care Affiliates Inc 180,200
27,100 Tenet Healthcare Corp* 562,325
70,800 The Walt Disney Co 4,177,200
20,850 US Healthcare Inc 969,525
23,650 United Healthcare Corp 1,549,075
7,700 United States Surgical Corp 164,588
14,200 Whitman Corp 330,150
$58,690,676
CREDIT INSTITUTIONS --- 7.4%
65,600 American Express Co 2,714,200
53,055 Banc One Funding Corp 2,002,826
5,600 Bancorp Hawaii Inc 200,900
15,200 Bank of Boston Corp 703,000
27,100 Bank of New York Company Inc 1,321,125
50,174 BankAmerica Corp 3,248,767
10,700 Bankers Trust New York Corp 711,550
13,100 Barnett Banks Inc 772,900
7,200 Beneficial Corp 335,700
17,500 Boatmen's Bancshares Inc 715,313
5,400 Central Fidelity Banks Inc 172,800
24,200 Chase Manhattan Corp 1,467,125
33,900 Chemical Banking Corp 1,991,625
57,600 Citicorp 3,873,600
6,100 City National Corp 85,400
15,500 Comerica Inc 621,938
18,900 Corestates Financial Corp 715,838
5,100 Crestar Financial Corp 301,538
4,200 Dauphin Deposit Corp 120,750
9,100 Fifth Third Bancorp 666,575
17,600 First Bank System Inc 873,400
43,510 First Chicago NBD Corp 1,718,645
11,050 First Fidelity Bancorp 832,894
10,300 First Interstate Bancorp 1,405,950
6,800 First Security Corp 261,800
4,500 First Tennessee National Corp 272,250
23,100 First Union Corp 1,284,938
4,600 First Virginia Banks Inc 192,050
8,600 First of America Bank Corp 381,625
33,285 Fleet/Norstar Financial Group Inc
1,356,364
7,900 Golden West Financial Corp 436,475
18,500 Great Western Financial Corp 471,750
18,600 Green Tree Financial Corp 490,575
15,900 HF Ahmanson & Co 421,350
13,300 Household International Inc 786,363
25,500 JP Morgan & Company Inc 2,046,375
32,102 Keycorp 1,163,698
20,150 MBNA Corp 743,031
12,700 Marshall & Ilsley Corp 330,200
19,153 Mellon Bank Corp 1,029,474
7,575 Mercantile Bancorporation Inc 348,450
6,400 Mercantile Bankshares Corp 178,400
7,800 Meridian Bancorp Inc 362,700
20,000 National City Corp 662,500
36,615 NationsBank Corp 2,549,319
7,600 Northern Trust Corp 425,600
47,800 Norwest Corp 1,577,400
31,100 PNC Bank Corp 1,002,975
6,200 Regions Financial Corp 266,600
11,875 Southtrust Corp 304,297
11,200 State Street Boston Corp 504,000
15,500 Suntrust Banks Inc 1,061,750
7,800 UJB Financial Corp 278,850
13,300 US Bancorp 447,213
23,100 Wachovia Corp 1,056,825
6,500 Wells Fargo & Co 1,404,000
4,900 West One Bancorp 252,350
4,800 Wilmington Trust Co 148,200
$52,074,106
ELECTRIC --- 4.5%
10,139 AES Corp* 242,069
16,300 Allegheny Power System Inc 466,588
25,200 American Electric Power Company Inc
1,020,600
7,100 Atlantic Energy Inc 136,675
20,000 Baltimore Gas & Electric Co 570,000
2,000 Black Hills Corp 49,500
12,300 CMS Energy Corp 367,463
20,900 Carolina Power & Light Co 721,050
26,100 Central & South West Corp 727,538
3,000 Central Louisiana Electric Company Inc
80,625
4,400 Central Maine Power Co 63,250
21,193 Cinergy Corp 649,036
31,800 Consolidated Edison Company of New York Inc
1,017,600
8,200 Delmarva Power & Light Co 186,550
19,700 Detroit Edison Co 679,650
23,500 Dominion Resources Inc 969,375
27,800 Duke Power Co 1,317,025
30,900 Entergy Corp 903,825
25,000 FPL Group Inc 1,159,375
13,000 Florida Progress Corp 459,875
16,200 General Public Utilities Corp 550,800
4,000 Hawaiian Electric Industries Inc 155,000
35,600 Houston Industries Inc 863,300
5,100 Idaho Power Co 153,000
10,200 Illinova Corp 306,000
5,100 Ipalco Enterprises Inc 194,438
8,400 Kansas City Power & Light Co 219,450
4,500 LG&E Energy Corp 190,125
13,633 MidAmerican Energy Co 228,353
4,200 Minnesota Power & Light Co 119,175
7,400 Montana Power Co 167,425
6,300 Nevada Power Co 140,175
8,800 New England Electric System 348,700
9,700 New York State Electric & Gas Corp
250,988
19,500 Niagara Mohawk Power Corp 187,688
8,500 Nipsco Industries Inc 325,125
17,100 Northeast Utilities 416,813
9,200 Northern States Power Co 451,950
20,700 Ohio Edison Co 486,450
5,500 Oklahoma Gas & Electric Co 236,500
21,600 PP&L Resources Inc 540,000
38,500 PacifiCorp 818,125
57,500 Pacific Gas & Electric Co 1,631,563
30,100 Peco Energy Co 906,763
11,800 Pinnacle West Capital Corp 339,250
6,900 Portland General Corp 200,963
16,100 Potomac Electric Power Co 422,625
8,600 Public Service Company of Colorado
304,225
5,700 Public Service Company of New Mexico*
100,463
33,200 Public Service Enterprise Group Inc
1,016,750
8,600 Puget Sound Power & Light Co 199,950
60,300 SCECorp 1,070,325
14,050 Scana Corp 402,181
90,300 Southern Co 2,223,638
5,500 Southwestern Public Service Co 180,125
15,800 Teco Energy Inc 404,875
30,600 Texas Utilities Co 1,258,425
29,100 Unicom Corp 953,025
13,800 Union Electric Co 576,150
6,200 Utilicorp United Inc 182,125
4,200 WPL Holdings Inc 128,625
14,900 Wisconsin Energy Corp 456,313
$32,095,608
ELECTRONICS - HIGH TECH --- 12.0%
29,480 AMP Inc 1,131,295
6,000 AST Research Inc* 51,000
9,700 Adobe Systems Inc 601,400
14,100 Advanced Micro Devices Inc 232,650
1,800 Advanced Technology Laboratories Inc*
44,100
16,100 Amdahl Corp* 136,850
12,600 American Power Conversion Corp* 119,700
4,450 Ametek Inc 83,438
10,350 Analog Devices Inc* 366,131
5,250 Andrew Corp* 200,813
16,600 Apple Computer Inc 529,125
24,200 Applied Materials Inc* 952,875
13,100 Atmel Corp* 293,113
5,900 Avnet Inc 264,025
3,900 Beckman Instruments Inc 137,963
11,700 Black & Decker Corp 412,425
21,930 Boston Scientific Corp* 1,074,570
3,900 Briggs & Stratton Corp 169,163
8,400 Cirrus Logic Inc* 165,900
37,100 Cisco Systems Inc* 2,768,588
36,000 Compaq Computer Corp* 1,728,000
7,300 Conner Peripherals Inc* 153,300
3,500 Cray Research Inc* 86,625
11,400 Cypress Semiconductor Corp* 145,350
15,600 DSC Communications Corp* 575,250
5,100 Data General Corp* 70,125
12,400 Dell Computer Corp* 429,350
3,700 Dentsply International Inc 148,000
4,150 Diebold Inc 229,806
20,400 Digital Equipment Corp* 1,308,150
46,300 Eastman Kodak Co 3,102,100
30,400 Emerson Electric Co 2,485,200
2,900 Exabyte Corp* 42,413
6,133 Federal Signal Corp 158,691
226,300 General Electric Co 16,293,600
6,400 General Signal Corp 207,200
5,300 Harris Corp 289,513
69,513 Hewlett-Packard Co 5,821,714
17,200 Honeywell Inc 836,350
4,500 Hubbell Inc 295,875
10,400 Integrated Device Technology Inc* 133,900
111,600 Intel Corp 6,333,300
6,200 Intergraph Corp* 97,650
77,100 International Business Machines Corp7,073,925
17,500 International Game Technology 190,313
5,500 Johnson Controls Inc 378,125
4,800 Keystone International Inc 96,000
17,300 LSI Logic Corp* 566,575
10,000 Linear Technology Corp 392,500
6,300 Litton Industries Inc* 280,350
23,300 Loral Corp 824,238
3,300 Magnetek Inc* 26,813
8,110 Mark IV Industries Inc 160,173
8,100 Maxim Integrated Products Inc* 311,850
14,600 Maytag Corp 295,650
2,100 Measurex Corp 59,325
7,400 Mentor Graphics Corp* 135,050
28,000 Micron Technology Inc 1,109,500
13,662 Molex Inc 433,769
79,900 Motorola Inc 4,554,300
16,700 National Semiconductor Corp* 371,575
34,400 Northern Telecom Ltd 1,479,200
50,200 Novell Inc* 715,350
2,800 OEA Inc* 83,650
3,250 Octel Communications Corp* 104,813
5,700 Perkin-Elmer Corp 215,175
6,100 Polaroid Corp 288,988
7,200 Quantum Corp* 116,100
32,800 Raytheon Co 1,549,800
10,400 Scientific-Atlanta Inc 156,000
9,900 Seagate Technology Inc* 470,250
9,950 Sensormatic Electronics Corp 172,881
4,350 Sequent Computer Systems Inc* 63,075
21,800 Silicon Graphics Inc* 599,500
6,700 Solectron Corp* 295,638
7,200 Storage Technology Corp* 171,900
3,100 Stratus Computer Inc* 107,338
25,700 Sun Microsystems Inc* 1,172,563
3,500 Symbol Technologies Inc* 138,250
15,700 Tandem Computers Inc* 166,813
4,500 Tektronix Inc 221,063
7,600 Teledyne Inc 194,750
2,400 Teleflex Inc 98,400
12,000 Tellabs Inc* 444,000
11,200 Teradyne Inc* 280,000
25,600 Texas Instruments Inc 1,324,800
11,750 Thermo Electron Corp* 611,000
2,700 Thomas & Betts Corp 199,125
5,500 US Robotics Corp* 482,625
23,200 Unisys Corp* 130,500
4,200 Varian Associates Inc 200,550
7,900 Vishay Intertechnology Inc* 248,850
6,900 WW Grainger Inc 457,125
53,100 Westinghouse Electric Corp 876,150
10,000 Whirlpool Corp 532,500
14,600 Xerox Corp 2,000,200
9,600 Xilinx Inc* 292,800
5,700 York International Corp 267,900
$84,896,239
ENVIRONMENTAL SERVICES --- 0.5%
4,350 Air & Water Technologies Corp* 26,644
28,800 Browning-Ferris Industries Inc 849,600
39,800 Laidlaw Inc 407,950
6,600 Ogden Corp 141,075
8,200 Rollins Environmental Services Inc*
23,575
4,900 Rollins Inc 108,413
7,800 Safety-Kleen Corp 121,875
65,700 WMX Technologies Inc 1,962,788
$3,641,920
FORESTRY --- 0.6%
6,500 Boise Cascade Corp 225,063
3,200 Chesapeake Corp 94,800
12,400 Georgia-Pacific Corp 850,950
34,500 International Paper Co 1,306,688
7,000 Longview Fibre Co 113,750
14,600 Louisiana-Pacific Corp 354,050
27,500 Weyerhaeuser Co 1,189,375
$4,134,676
GAS --- 1.1%
7,400 Atlanta Gas Light Co 146,150
6,600 Brooklyn Union Gas Co 193,050
6,900 Columbia Gas System Inc* 302,738
12,700 Consolidated Natural Gas Co 576,263
2,700 Eastern Enterprises 95,175
4,650 El Paso Natural Gas Co 131,944
34,100 Enron Corp 1,300,063
3,100 Indiana Energy Inc 74,013
9,000 MCN Corp 209,250
5,100 National Fuel Gas Co 171,488
6,800 Nicor Inc 187,000
16,800 NorAm Energy Corp 149,100
3,700 OneOk Inc 84,638
11,500 Pacific Enterprises 324,875
20,300 Panhandle Eastern Corp 565,863
4,700 Peoples Energy Corp 149,225
5,500 Questar Corp 184,250
4,900 Seagull Energy Corp* 109,025
11,700 Sonat Inc 416,813
24,200 Tenneco Inc 1,200,925
5,900 Valero Energy Corp 144,550
5,800 Washington Gas Light Co 118,900
13,800 Williams Companies Inc 605,475
$7,440,773
HIGHWAYS --- 0.1%
3,600 Arnold Industries Inc 62,550
5,900 Consolidated Freightways Inc 156,350
5,300 Roadway Services Inc 259,038
10,700 Ryder System Inc 264,825
3,800 Yellow Corp 47,025
$789,788
HOLDING & INVEST. OFFICES --- 0.1%
16,100 Hibernia Corp 173,075
7,600 Republic New York Corp 472,150
$645,225
INDEPENDENT POWER PROD --- 0.0%
6,800 California Energy Company Inc* 132,600
$132,600
INDUSTRIAL SERVICES --- 3.9%
5,900 Altera Corp* 293,525
3,800 Applied Bioscience International Inc*
25,650
6,900 Arrow Electronics Inc* 297,563
6,400 Autodesk Inc 219,200
19,500 Automatic Data Processing Inc 1,447,875
6,900 BMC Software Inc* 294,975
3,900 Borland International Inc* 64,350
7,350 Cadence Design Systems Inc* 308,700
9,000 Ceridian Corp* 371,250
6,400 Cintas Corp 284,800
7,150 Comdisco Inc 161,769
32,700 Computer Associates International Inc
1,859,813
7,500 Computer Sciences Corp* 526,875
5,700 Compuware Corp* 105,450
11,200 Deluxe Corp 324,800
22,900 Dun & Bradstreet Corp 1,482,775
6,600 EG&G Inc 160,050
7,100 Electronic Arts Inc* 185,488
2,200 Ennis Business Forms Inc 26,950
21,000 Equifax Inc 448,875
30,197 First Data Corp 2,019,424
6,050 Fiserv Inc* 181,500
4,200 Flightsafety International Inc 211,050
11,200 Fluor Corp 739,200
5,400 Foster Wheeler Corp 229,500
3,700 Information Resources Inc* 45,788
18,200 Informix Corp* 546,000
10,600 Interpublic Group of Companies Inc
459,775
3,400 Jacobs Engineering Group Inc* 85,000
5,150 Kelly Services Inc 142,913
10,200 Manpower Inc 286,875
80,300 Microsoft Corp* 7,046,325
6,500 National Service Industries Inc 210,438
5,800 Olsten Corp 229,100
9,800 Omnicom Group Inc 365,050
58,900 Oracle Systems Corp* 2,495,888
2,300 PHH Corp 107,525
8,300 Parametric Technology Corp* 551,950
6,150 Paychex Inc 306,731
20,500 Pitney Bowes Inc 963,500
2,600 Policy Management Systems Corp* 123,825
5,600 Reynolds & Reynolds Co 217,700
3,100 Shared Medical Systems Corp 168,563
7,600 Sotheby's Holdings Inc 108,300
3,900 Standard Register Co 78,488
4,100 Structural Dynamics Research Corp*
120,438
7,050 Symantec Corp* 163,913
3,100 Wallace Computer Services Inc 169,338
7,200 Western Atlas Inc* 363,600
$27,628,430
INSURANCE --- 4.1%
14,600 AON Corp 728,175
15,500 Aetna Life and Casualty Co 1,073,375
12,875 Aflac Inc 558,453
6,000 Alexander & Alexander Services Inc
114,000
60,720 Allstate Corp 2,497,110
8,100 American Financial Group Inc 248,063
27,700 American General Corp 966,038
64,250 American International Group Inc
5,943,125
11,800 Chubb Capital Corp 1,141,650
10,300 Cigna Corp 1,063,475
7,700 Foundation Health Corp* 331,100
11,100 General Re Corp 1,720,500
2,800 Hartford Steam Boiler Inspection & Insurance
Co 140,000
8,500 Healthsource Inc* 306,000
15,800 ITT Hartford Group Inc* 764,325
9,600 Jefferson-Pilot Corp 446,400
4,750 Kemper Corp 235,719
14,100 Lincoln National Corp 757,875
16,000 Loews Corp 1,254,000
9,900 Marsh & McLennan Companies Inc 878,625
9,750 Progressive Corp 476,531
6,100 Provident Companies Inc 206,638
12,900 Providian Corp 525,675
17,100 SafeCo Corp 589,950
11,500 St Paul Companies Inc 639,688
7,500 SunAmerica Inc* 356,250
9,700 Torchmark Corp 438,925
9,250 TransAmerica Corp 674,094
3,100 Transatlantic Holdings Inc 227,463
43,266 Travelers Group Inc 2,720,350
15,200 USF&G Corp 256,500
4,650 USLife Corp 138,919
9,900 Unum Corp 544,500
7,242 Value Health Inc* 199,155
$29,162,646
MFTG - CONSUMER PRODS. --- 11.1%
5,100 Adolph Coors Co 112,838
3,800 Alberto-Culver Co 130,625
24,600 American Brands Inc 1,097,775
10,100 American Greetings Corp 279,013
34,500 Anheuser-Busch Companies Inc 2,307,188
71,856 Archer-Daniels-Midland Co 1,293,408
9,200 Avon Products Inc 693,450
2,700 Banta Corp 118,800
2,400 Brown Group Inc 34,200
9,300 Brown-Forman Corp 339,450
13,000 Brunswick Corp 312,000
8,300 Burlington Industries Inc* 108,938
19,700 CPC International Inc 1,351,913
33,800 Campbell Soup Co 2,028,000
2,700 Church & Dwight Inc 49,950
170,000 Coca-Cola Co 12,622,500
17,600 Coca-Cola Enterprises Inc 470,800
19,700 Colgate-Palmolive Co 1,383,925
32,300 ConAgra Inc 1,332,375
5,400 Dean Foods Co 148,500
12,700 Dial Corp 376,238
13,200 Dow Jones & Company Inc 526,350
1,700 Dreyer's Grand Ice Cream Inc 56,525
10,900 Eastman Chemical Co 682,613
7,850 Flowers Industries Inc 95,181
10,300 Fruit of the Loom Inc* 251,063
21,500 General Mills Inc 1,241,625
2,200 Gibson Greetings Inc* 35,200
60,100 Gillette Co 3,132,713
50,000 HJ Heinz Co 1,656,250
4,100 HON Industries Inc 95,325
9,900 Harcourt General Inc 414,563
11,900 Hasbro Inc 368,900
3,400 Herman Miller Inc 102,000
10,500 Hershey Foods Corp 682,500
2,000 Houghton Mifflin Co 86,000
6,400 IBP Inc 323,200
15,000 International Flavors & Fragrances Inc
720,000
2,400 International Multifoods Corp 48,300
3,900 JM Smucker Co 85,800
4,100 John H Harland Co 85,588
3,500 Jones Apparel Group Inc* 137,813
5,200 Jostens Inc 126,100
29,500 Kellogg Co 2,278,875
6,700 Knight-Ridder Inc 418,750
3,999 Lancaster Colony Corp 148,963
4,100 Lance Inc 67,138
4,600 Land's End Inc* 62,675
6,400 Lee Enterprises Inc 147,200
11,400 Leggett & Platt Inc 276,450
10,000 Liz Claiborne Inc 277,500
21,800 Masco Corp 683,975
29,933 Mattel Inc 920,440
11,000 McCormick & Company Inc 265,375
6,800 McGraw-Hill Companies Inc 592,450
3,600 Media General Inc 109,350
3,700 Meredith Corp 154,938
2,600 Michael Foods Inc 30,225
1,000 National Presto Industries Inc 39,750
13,070 New York Times Co 387,199
21,500 Newell Co 556,313
4,700 Nine West Group Inc* 176,250
106,800 Pepsico Inc 5,967,450
113,800 Philip Morris Companies Inc 10,298,900
11,300 Pioneer Hi-Bred International Inc 628,563
8,300 Premark International Inc 420,188
18,200 Quaker Oats Co 627,900
20,800 RR Donnelley & Sons Co 819,000
14,400 Ralston-Ralston Purina Group 898,200
21,300 Rubbermaid Inc 543,150
5,300 Russell Corp 147,075
65,600 Sara Lee Corp 2,091,000
3,600 Savannah Foods & Industries Inc 40,950
2,100 Scholastic Corp* 163,275
50,600 Seagram Company Ltd 1,752,025
18,400 Shaw Industries Inc 271,400
2,700 Springs Industries Inc 111,713
6,700 Stride Rite Corp 50,250
15,200 The Times Mirror Co 514,900
2,100 Tiffany & Co 105,788
6,400 Topps Company Inc* 32,800
8,600 Tribune Co 525,675
19,600 Tyson Foods Inc 512,050
26,200 UST Inc 874,425
9,100 Unifi Inc 201,338
21,700 Unilever NV 3,054,275
4,700 Universal Corp 114,563
3,500 Universal Foods Corp 140,438
8,700 VF Corp 458,925
1,500 Washington Post Co 423,000
2,800 Western Publishing Group Inc* 22,050
7,500 Willamette Industries Inc 421,875
15,700 Wm Wrigley Jr Co 824,250
$78,196,702
MFTG - INDUSTRIAL PRODS --- 11.7%
22,000 3Com Corp* 1,025,750
5,075 A Schulman Inc 114,188
2,200 AT Cross Co 33,275
107,100 Abbott Laboratories 4,471,425
15,100 Air Products & Chemicals Inc 796,525
4,100 Albany International Corp 74,313
8,950 Albemarle Corp 173,406
30,500 Alcan Aluminium Ltd 949,313
9,150 Allegheny Ludlum Corp 169,275
24,000 Aluminum Company of America 1,269,000
11,200 Alza Corp* 277,200
42,400 American Home Products Corp 4,112,800
14,400 Armco Inc* 84,600
5,000 Armstrong World Industries Inc 310,000
3,000 Arvin Industries Inc 49,500
19,100 Baker Hughes Inc 465,563
4,100 Ball Corp 112,750
24,663 Bay Networks Inc* 1,014,266
7,200 Bemis Company Inc 184,500
15,250 Bethlehem Steel Corp* 213,500
3,800 Betz Laboratories Inc 155,800
5,300 Bowater Inc 188,150
2,200 Brush Wellman Inc 37,950
5,200 CBI Industries Inc 170,950
5,100 Cabot Corp 274,763
5,500 Calgon Carbon Corp 66,000
9,300 Callaway Golf Co 210,413
3,100 Calmat Co 56,575
2,100 Carlisle Companies Inc 84,788
2,200 Carpenter Technology Corp 90,475
26,800 Caterpillar Inc 1,574,500
7,900 Centocor Inc* 243,913
13,100 Champion International Corp 550,200
5,600 Chiron Corp* 618,800
4,650 Cincinnati Milacron Inc 122,063
7,100 Clorox Co 508,538
6,000 Consolidated Papers Inc 336,750
14,600 Cooper Industries Inc 536,550
11,300 Cooper Tire & Rubber Co 278,263
31,100 Corning Inc 995,200
4,100 Crane Co 151,188
6,500 Crompton & Knowles Corp 86,125
12,300 Crown Cork & Seal Company Inc* 513,525
7,900 Danaher Corp 250,825
35,500 Deere & Co 1,251,375
3,300 Dexter Corp 77,963
15,400 Dover Corp 567,875
35,500 Dow Chemical Co 2,498,313
3,300 Duriron Company Inc 77,138
75,200 EI DuPont De Nemours & Co 5,254,600
30,700 EMC Corp* 472,013
8,800 Ecolab Inc 264,000
19,500 Engelhard Corp 424,125
16,000 Ethyl Corp 200,000
6,400 Federal Paper Board Company Inc 332,000
3,800 Ferro Corp 88,350
2,800 First Brands Corp 133,350
5,100 Georgia Gulf Corp 156,825
20,700 Goodyear Tire & Rubber Co 939,263
2,900 Goulds Pumps Inc 72,500
8,800 Great Lakes Chemical Corp 633,600
1,900 HB Fuller Co 66,025
6,550 Harnischfeger Industries Inc 217,788
3,400 Harsco Corp 197,625
15,100 Hercules Inc 851,263
8,100 IMC Global Inc 331,088
15,800 ITT Industries Inc* 379,200
15,900 Illinois Tool Works Inc 938,100
14,800 Ingersoll-Rand Co 519,850
6,600 Inland Steel Industries Inc 165,825
11,200 James River Corporation of Virginia
270,200
2,200 Kaydon Corp 66,825
3,600 Kennametal Inc 114,300
37,690 Kimberly-Clark Corp 3,118,848
6,100 Lawter International Inc 70,913
4,800 Loctite Corp 228,000
8,600 Lubrizol Corp 239,725
2,000 Lukens Inc 57,500
10,800 Lyondell Petrochemical Co 247,050
4,800 MA Hanna Co 134,400
10,400 Mallinckrodt Group Inc 378,300
7,300 Mead Corp 381,425
6,100 Millipore Corp 250,863
56,900 Minnesota Mining & Manufacturing Co
3,769,625
4,000 Modine Manufacturing Co 96,000
15,600 Monsanto Co 1,911,000
13,500 Moore Corporation Ltd 251,438
20,100 Morton International Inc 721,088
16,300 Mylan Laboratories Inc 383,050
1,100 NCH Corp 63,525
1,200 Nacco Industries Inc 66,600
9,100 Nalco Chemical Co 274,138
2,500 Nordson Corp 140,625
11,900 Nucor Corp 679,788
3,300 Olin Corp 245,025
2,600 Oregon Steel Mills Inc 36,400
2,700 Outboard Marine Corp 55,013
6,900 Owens-Corning Fiberglas Corp* 309,638
5,900 PH Glatfelter Co 101,038
26,600 PPG Industries Inc 1,216,950
15,500 Pall Corp 416,563
10,050 Parker Hannifin Corp 344,213
2,550 Pentair Inc 126,863
10,300 Perrigo Co* 122,313
85,900 Pfizer Inc 5,411,700
68,260 Pharmacia & Upjohn Inc 2,645,075
3,900 Potlatch Corp 156,000
19,000 Praxair Inc 638,875
2,750 Precision Castparts Corp 109,313
3,200 RP Scherer International Corp* 157,200
10,225 RPM Inc (Ohio) 168,713
6,000 Raychem Corp 341,250
8,600 Reynolds Metals Co 486,975
9,200 Rohm & Haas Co 592,250
49,800 Schering-Plough Corp 2,726,550
5,700 Sealed Air Corp* 160,313
1,300 Sequa Corp* 39,650
11,600 Sherwin-Williams Co 472,700
6,800 Sigma Aldrich Corp 336,600
5,500 Snap-On Inc 248,875
12,370 Sonoco Products Co 324,713
2,300 Southdown Inc* 44,850
7,500 Sterling Chemicals Inc* 60,938
4,500 Stewart & Stevenson Services Inc 113,625
13,000 Stone Container Corp 186,875
5,000 Tambrands Inc 238,750
3,000 Tecumseh Products Co 155,250
7,600 Temple-Inland Inc 335,350
3,500 The BF Goodrich Co 238,438
6,000 The Stanley Works 309,000
4,200 The Timken Co 160,650
5,600 Trinity Industries Inc 176,400
3,900 Trinova Corp 111,638
20,700 Tyco International Ltd 737,438
38,900 USX-Marathon Group 758,550
11,200 USX-US Steel Group 344,400
9,500 Union Camp Corp 452,438
18,600 Union Carbide Corp 697,500
4,100 Varco International Inc* 49,200
5,550 Varity Corp* 206,044
3,100 Verifone Inc* 88,738
13,200 WR Grace & Co 780,450
18,300 Warner-Lambert Co 1,777,388
4,900 Watson Pharmaceuticals Inc* 240,100
4,000 Watts Industries Inc 93,000
3,973 Wausau Paper Mills Co 108,264
4,500 Wellman Inc 102,375
13,750 Westvaco Corp 381,563
7,600 Witco Corp 222,300
12,250 Worthington Industries Inc 254,947
$82,445,960
MINING --- 0.9%
6,100 Alumax Inc* 186,813
5,800 Asarco Inc 185,600
47,916 Barrick Gold Corp 1,263,785
11,000 Battle Mountain Gold Co 93,500
1,600 Cleveland-Cliffs Inc 65,600
12,600 Cyprus Amax Minerals Co 329,175
17,100 Echo Bay Mines Ltd 177,413
27,394 Freeport-McMoRan Copper & Gold Inc
770,456
18,700 Homestake Mining Co 292,188
16,150 Inco Ltd 536,988
1,200 Maxxam Inc* 42,300
12,756 Newmont Mining Corp 577,209
9,400 Phelps Dodge Corp 585,150
32,400 Placer Dome Inc 781,650
17,760 Santa Fe Pacific Gold Corp 215,340
4,800 Vulcan Materials Co 276,600
$6,379,767
OIL & GAS --- 8.2%
12,600 Amerada Hess Corp 667,800
67,300 Amoco Corp 4,837,188
8,000 Anadarko Petroleum Corp 433,000
10,450 Apache Corp 308,275
8,600 Ashland Inc 302,075
21,800 Atlantic Richfield Co 2,414,350
3,800 BJ Services Company USA* 110,200
17,200 Burlington Resources Inc 675,100
88,400 Chevron Corp 4,641,000
14,200 Coastal Corp 528,950
3,900 Diamond Shamrock Inc 100,913
24,750 Dresser Industries Inc 603,281
9,300 Enserch Corp 151,125
168,200 Exxon Corp 13,477,025
4,650 Giddings & Lewis Inc 76,725
22,400 Global Marine Inc* 196,000
15,500 Halliburton Co 784,688
3,400 Helmerich & Payne Inc 101,150
7,000 Kerr-McGee Corp 444,500
4,550 Lousiana Land & Exploration Co 195,081
4,000 Mapco Inc 218,500
53,600 Mobil Corp 6,003,200
6,100 Murphy Oil Corp 253,150
11,350 Nabors Industries Inc* 126,269
6,800 Noble Affiliates Inc 203,150
43,100 Occidental Petroleum Corp 921,263
14,100 Oryx Energy Co* 188,588
4,700 Parker & Parsley Petroleum Co 103,400
7,600 Parker Drilling Co* 46,550
6,300 Pennzoil Co 266,175
35,500 Phillips Petroleum Co 1,211,438
4,450 Quaker State Corp 56,181
13,400 Ranger Oil Ltd 83,750
11,400 Rowan Companies Inc* 112,575
72,600 Royal Dutch Petroleum Co 10,245,675
12,200 Santa Fe Energy Resources Inc* 117,425
32,800 Schlumberger Ltd 2,271,400
5,300 Smith International Inc* 124,550
10,200 Sun Company Inc 279,225
35,800 Texaco Inc 2,810,300
5,000 Tosco Corp 190,625
33,500 UnoCal Corp 975,688
6,826 Weatherford Enterra Inc* 197,101
$58,054,604
OTHER TRANS. SERVICES --- 0.2%
6,200 Alexander & Baldwin Inc 142,600
5,000 FMC Corp* 338,125
7,700 Federal Express Corp* 568,838
2,700 General American Transportation Corp
131,288
5,200 JB Hunt Transport Services Inc 87,100
4,900 Overseas Shipholding Group Inc 93,100
7,200 Tidewater Inc 226,800
$1,587,851
RAILROADS --- 1.0%
19,200 Burlington Northern Santa Fe 1,497,600
28,600 CSX Corp 1,304,875
10,600 Conrail Inc 742,000
5,700 Illinois Central Corp 218,738
5,500 Kansas City Southern Industries Inc
251,625
17,600 Norfolk Southern Corp 1,397,000
27,900 Union Pacific Corp 1,841,400
$7,253,238
RETAIL TRADE --- 5.4%
34,200 Albertson's Inc 1,124,325
20,000 American Stores Co 535,000
3,100 AnnTaylor Stores Corp* 31,775
5,800 Best Buy Inc* 94,250
5,700 Bob Evans Farms Inc 108,300
10,300 Brinker International Inc* 155,788
4,200 Buffets Inc* 57,750
6,700 CML Group Inc 34,338
14,000 Charming Shoppes Inc 40,250
13,200 Circuit City Stores Inc 364,650
2,800 Claire's Stores Inc 49,350
8,100 Cracker Barrel Old Country Store Inc
139,725
21,400 Darden Restaurants Inc 254,125
9,700 Dayton Hudson Corp 727,500
15,300 Dillard Department Stores Inc 436,050
7,766 Dollar General Corp 161,145
3,500 Donaldson Company Inc 87,938
3,700 Duty Free International Inc 59,200
7,700 Family Dollar Stores Inc 105,875
5,100 Fastenal Co 215,475
27,400 Federated Department Stores Inc* 753,500
6,200 Fingerhut Companies Inc 86,025
3,600 Fred Meyer Inc* 81,000
19,500 Gap Inc 819,000
4,500 Gencorp Inc 55,125
16,650 Genuine Parts Co 682,650
8,000 Giant Food Inc 252,000
5,200 Great Atlantic & Pacific Tea Company Inc
119,600
2,900 Hancock Fabrics Inc 26,100
5,700 Hannaford Brothers Co 140,363
6,525 Heilig-Meyers Co 119,897
64,600 Home Depot Inc 3,092,725
12,300 Home Shopping Network Inc* 110,700
4,700 Intelligent Electronics Inc 28,200
3,100 International Dairy Queen Inc* 70,525
30,600 JC Penney & Company Inc 1,457,325
62,100 KMart Corp 450,225
5,000 Kohls Corp* 262,500
16,750 Kroger Co* 628,125
48,500 Limited Inc 842,688
2,700 Longs Drug Stores Corp 129,263
21,800 Lowe's Companies Inc 730,300
3,200 Luby's Cafeterias Inc 71,200
3,500 MacFrugal's Bargains-Close-Outs Inc*
49,000
33,800 May Department Stores Co 1,428,050
94,000 McDonald's Corp 4,241,750
14,200 Melville Corp 436,650
5,000 Mercantile Stores Company Inc 231,250
4,200 Micro Warehouse Inc* 181,650
4,650 Morrison Restaurants Inc 65,100
11,100 Nordstrom Inc 449,550
21,025 Office Depot Inc* 415,244
5,900 Outback Steakhouse Inc* 211,663
9,100 Revco DS Inc* 257,075
11,300 Rite Aid Corp 387,025
6,200 Ruddick Corp 71,300
7,200 Ryan's Family Steak Houses Inc* 50,400
2,750 Sbarro Inc 59,125
52,800 Sears Roebuck & Co 2,059,200
13,500 Service Merchandise Company Inc* 67,500
5,600 Shoney's Inc* 57,400
3,800 Sizzler International Inc 16,150
14,180 Staples Inc* 345,638
9,800 TJX Companies Inc 184,975
8,600 Tandy Corp 356,900
8,400 The Pep Boys - Manny Moe & Jack 215,250
37,000 Toys R Us Inc* 804,750
5,900 Vons Companies Inc* 166,675
4,500 Waban Inc* 84,375
311,000 Wal-Mart Stores Inc 6,958,625
33,400 Walgreen Co 997,825
13,800 Wendy's International Inc 293,250
20,400 Winn-Dixie Stores Inc 752,250
18,000 Woolworth Corp 234,000
$37,921,440
SECURITIES & COMMODITIES --- 0.8%
8,450 AG Edwards Inc 201,744
23,650 Charles Schwab & Company Inc 475,956
22,903 Dean Witter Discover & Co 1,076,441
10,950 Franklin Resources Inc 551,606
23,800 Merrill Lynch & Company Inc 1,213,800
10,550 Morgan Stanley Group Inc 850,594
13,400 Paine Webber Group Inc 268,000
14,400 Salomon Inc 511,200
15,861 The Bear Stearns Companies Inc 315,237
$5,464,578
TELEPHONE --- 4.9%
8,500 ADC Telecommunications Inc* 310,250
25,600 Alltel Corp 755,200
75,000 Ameritech Corp 4,425,000
59,300 Bell Atlantic Corp 3,965,688
134,600 Bellsouth Corp 5,855,100
8,000 Century Telephone Enterprises Inc 254,000
21,300 Frontier Corp 639,000
131,200 GTE Corp 5,772,800
5,000 Lincoln Telecommunications Co 105,625
91,800 MCI Communications Corp 2,398,275
57,900 Nynex Corp 3,126,600
82,600 SBC Communications Inc 4,749,500
8,800 Southern New England Telecommunications Corp
349,800
47,250 Sprint Corp 1,884,094
$34,590,932
TRANSPORTATION EQUIPMENT --- 4.2%
38,300 Allied-Signal Inc 1,819,250
51,800 Chrysler Corp 2,868,425
5,400 Cummins Engine Company Inc 199,800
13,700 Dana Corp 400,725
10,500 Eaton Corp 563,063
8,100 Echlin Inc 295,650
4,700 Federal-Mogul Corp 92,238
6,200 Fleetwood Enterprises Inc 159,650
145,500 Ford Motor Co 4,219,500
8,500 General Dynamics Corp 502,563
101,300 General Motors Corp 5,356,238
10,500 Harley-Davidson Inc 301,875
27,166 Lockheed Martin Corp 2,146,114
15,200 McDonnell Douglas Corp 1,398,400
10,190 Navistar International Corp* 106,995
6,700 Northrop Grumman Corp 428,800
5,220 Paccar Inc 219,893
29,400 Rockwell International Corp 1,554,525
2,400 Rohr Inc* 34,500
4,200 Sundstrand Corp 295,575
4,000 Superior Industries International Inc
105,500
8,900 TRW Inc 689,750
11,500 Textron Inc 776,250
46,500 The Boeing Co 3,644,438
2,500 Thiokol Corp 84,688
16,500 United Technologies Corp 1,565,438
$29,829,843
WATER --- 0.0%
3,500 American President Companies Ltd 80,500
4,600 American Water Works Company Inc 178,825
$259,325
WHOLESALE TRADE - INDL --- 0.1%
15,200 Alco Standard Corp 693,500
1,600 Lawson Products Inc 39,200
6,000 McKesson Corp 303,750
$1,036,450
WHOLESALE TRADE -CONSUMER --- 1.7%
7,200 Avery Dennison Corp 360,900
5,440 Bergen Brunswig Corp 135,320
6,587 Cardinal Health Inc 360,638
5,100 Fleming Companies Inc 105,188
4,600 Handleman Co 26,450
19,400 Nike Inc 1,350,725
26,371 Price/Costco Inc* 402,158
93,000 Procter & Gamble Co 7,718,917
4,000 Rayonier Inc 133,500
10,200 Reebok International Ltd 288,150
2,500 Stanhome Inc 72,813
9,200 Supervalu Inc 289,800
24,700 Sysco Corp 802,750
$12,047,309
TOTAL COMMON STOCK --- 99.2% $701,165,810
(Cost $507,427,917)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 0.8%
5,468,000 Canadian Imperial Bank of Commerce
5,468,000
$5,468,000
TOTAL SHORT-TERM INVESTMENTS --- 0.8% $5,468,000
(Cost $5,468,000)
TOTAL STOCK INDEX PORTFOLIO --- 100.0% $706,633,810
(Cost $512,895,917)
Maxim Series Fund, Inc.
Total Return Portfolio
BONDS
CREDIT INSTITUTIONS --- 3.5%
1,000,000 Associates Corporation of North America
1,072,220
Senior Notes
8.800% August 1, 1998
825,000 Fleet Financial Group 864,492
Notes 7.250% September 1, 1999
$1,936,712
U.S. GOVERNMENTS --- 30.9%
3,225,000 United States of America 4,054,922
Treasury Notes 8.125% August 15, 2019
1,600,000 United States of America 1,739,504
Treasury Notes 7.875% November 15, 1999
3,200,000 United States of America 3,384,000
Treasury Notes 8.125% February 15, 1998
3,500,000 United States of America 3,892,105
Treasury Notes 7.250% August 15, 2004
3,675,000 United States of America 3,867,350
Treasury Notes 6.750% April 30, 2000
$16,937,881
TOTAL BONDS --- 34.4% $18,874,593
(Cost $17,491,670)
COMMON STOCK
AIR --- 1.4%
10,500 Delta Air Lines Inc 775,688
$775,688
COMMUNICATIONS --- 2.9%
12,300 AT&T Corp 796,425
20,100 Vanguard Cellular Systems Inc* 407,025
8,400 ViaCom Inc* 397,950
$1,601,400
CONSUMER SERVICES --- 6.8%
28,400 ADT Ltd* 426,000
11,500 American Medical Response Inc* 373,750
5,300 Genzyme Corp* 330,588
7,200 ITT Corp* 381,600
17,000 Manor Care Inc 595,000
20,500 Service Corporation International 902,000
17,100 St Jude Medical Inc* 735,300
$3,744,238
CREDIT INSTITUTIONS --- 8.5%
19,400 American Express Co 802,675
9,700 BankAmerica Corp 628,075
7,500 Chemical Banking Corp 440,625
18,100 First Bank System Inc 898,213
11,200 Fleet/Norstar Financial Group Inc 456,400
7,900 JP Morgan & Company Inc 633,975
17,100 Wachovia Corp 782,325
$4,642,288
ELECTRONICS - HIGH TECH --- 5.8%
4,500 AvNet Inc 201,375
10,600 Digital Equipment Corp* 679,725
9,800 General Motors Corp Class H 481,425
11,700 Intel Corp 663,975
9,800 Kemet Corp* 233,975
4,600 Motorola Inc 262,200
14,000 Seagate Technology Inc* 665,000
$3,187,675
FORESTRY --- 0.8%
6,100 Georgia-Pacific Corp 418,613
$418,613
INDUSTRIAL SERVICES --- 1.6%
4,700 Microsoft Corp* 412,425
8,300 Shared Medical Systems Corp 451,313
$863,738
INSURANCE --- 2.4%
10,200 American International Group Inc 943,500
7,200 ITT Hartford Group Inc* 348,300
$1,291,800
MFTG - CONSUMER PRODS. --- 3.1%
5,200 Campbell Soup Co 312,000
9,300 Coca-Cola Co 690,525
18,900 Nine West Group Inc* 708,750
$1,711,275
MFTG - INDUSTRIAL PRODS --- 6.3%
12,500 Aluminum Company of America 660,938
8,500 Caterpillar Inc 499,375
7,200 ITT Industries Inc* 172,800
11,200 Kennametal Inc 355,600
9,200 PPG Industries Inc 420,900
14,400 Pfizer Inc 907,200
15,900 United States Filter Co* 423,338
$3,440,151
MINING --- 3.3%
24,000 Barrick Gold Corp 633,000
11,700 Phelps Dodge Corp 728,325
6,200 Potash Corporation of Saskatchewan Inc
439,425
$1,800,750
OIL & GAS --- 6.4%
9,100 Amoco Corp 654,063
19,800 Coastal Corp 737,550
41,600 Nabors Industries Inc* 462,800
7,800 Schlumberger Ltd 540,150
8,500 Texaco Inc 667,250
15,900 Weatherford Enterra Inc* 459,113
$3,520,926
RETAIL TRADE --- 3.6%
10,300 Federated Department Stores Inc* 283,250
10,500 TJ International Inc 194,250
27,600 Walgreen Co 824,550
31,600 Wendy's International Inc 671,500
$1,973,550
TELEPHONE --- 1.4%
12,800 Ameritech Corp 755,200
$755,200
TRANSPORTATION EQUIPMENT --- 1.6%
11,000 The Boeing Co 862,120
$862,120
WHOLESALE TRADE -CONSUMER --- 1.3%
8,300 Procter & Gamble Co 688,900
$688,900
TOTAL COMMON STOCK --- 57.0% $31,278,312
(Cost $25,431,741)
SHORT-TERM INVESTMENTS
CREDIT INSTITUTIONS --- 2.6%
1,400,000 Ford Motor Credit Co 1,399,129
$1,399,129
FOREIGN BANKS --- 4.8%
2,646,000 Canadian Imperial Bank of Commerce
2,646,000
$2,646,000
INDUSTRIAL SERVICES --- 0.7%
394,000 PHH Corp 392,877
$392,877
SECURITIES & COMMODITIES --- 0.5%
275,000 Merrill Lynch & Company Inc 273,739
$273,739
TOTAL SHORT-TERM INVESTMENTS --- 8.6% $4,711,745
(Cost $4,711,745)
TOTAL TOTAL RETURN PORTFOLIO --- 100.0% $54,864,650
(Cost $47,635,156)
Maxim Series Fund, Inc.
U S Government Securities Portfolio
BONDS
AGENCY --- 74.7%
3,000,000 Federal Farm Credit Bank 3,096,900
Medium Term Notes 6.320% June 4, 2001
157,794 Federal Home Loan Mortgage Corp 156,068
Pool #E57977
6.000% April 1, 2009
127,054 Federal Home Loan Mortgage Corp 125,664
Pool #E57809 6.000% April 1, 2009
206,501 Federal Home Loan Mortgage Corp 204,242
Pool #E58355 6.000% April 1, 2009
226,295 Federal Home Loan Mortgage Corp 223,819
Pool #E58713 6.000% May 1, 2009
1,019,880 Federal Home Loan Mortgage Corp 1,223,856
Pool #N70016 11.000% July 1, 2020
853,209 Federal Home Loan Mortgage Corp 841,776
Pool #M70044 6.000% March 1, 2009
2,502,197 Federal Home Loan Mortgage Corp 2,621,051
Pool #G00256 8.000% November 1,
2023
1,368,090 Federal Home Loan Mortgage Corp 1,463,172
Pool #G00300 9.500% April 1, 2025
655,818 Federal Home Loan Mortgage Corp 648,643
Pool #G10205 6.000% May 1, 2009
451,054 Federal Home Loan Mortgage Corp 446,120
Pool #G10257 6.000% July 1, 2009
2,397,830 Federal Home Loan Mortgage Corp 2,517,002
Gold TBA 8.500% March 1, 2020
1,878,701 Federal Home Loan Mortgage Corp 1,858,148
Pool #G10331 6.000% September 1, 2009
1,701,436 Federal Home Loan Mortgage Corp 1,710,471
Pool #E00177 6.500% December 1, 2007
139,832 Federal Home Loan Mortgage Corp 138,302
Pool #E00241 6.000% October 1, 2008
534,695 Federal Home Loan Mortgage Corp 528,846
Pool #E00291 6.000% April 1, 2009
104,011 Federal Home Loan Mortgage Corp 103,889
Pool #230019 8.500% October 1, 2006
997,209 Federal Home Loan Mortgage Corp 1,148,087
Pool #260025 10.250% October 1, 2010
1,044,519 Federal Home Loan Mortgage Corp 1,105,937
Pool #220010 8.750% August 1, 2001
81,962 Federal Home Loan Mortgage Corp 88,642
Pool #730096 10.000% July 1, 2005
150,089 Federal Home Loan Mortgage Corp 165,668
Pool #730105 10.000% July 1, 2005
260,442 Federal Home Loan Mortgage Corp 257,592
Pool #E55428 6.000% January 1, 2009
856,633 Federal National Mortgage Association
846,457
Pool #050965 6.500% January 1, 2024
98,036 Federal National Mortgage Association
96,871
Pool #050992 6.500% March 1, 2024
924,372 Federal National Mortgage Association
982,145
Pool #039271 8.950% December 1, 2016
1,902,614 Federal National Mortgage Association
2,159,467
Pool #149168 10.000% April 1, 2020
315,721 Federal National Mortgage Association
311,970
Pool #250178 6.500% September 1, 2024
443,540 Federal National Mortgage Association
438,271
Pool #249455 6.500% April 1, 2024
233,602 Federal National Mortgage Association
230,827
Pool #025004 6.500% April 1, 2024
470,793 Federal National Mortgage Association
465,200
Pool #265868 6.500% January 1, 2024
565,497 Federal National Mortgage Association
558,779
Pool #267849 6.500% February 1, 2024
234,200 Federal National Mortgage Association
231,418
Pool #268691 6.500% May 1, 2024
539,291 Federal National Mortgage Association
532,884
Pool #274657 6.500% April 1, 2024
182,725 Federal National Mortgage Association
180,554
Pool #278431 6.500% May 1, 2024
275,905 Federal National Mortgage Association
272,628
Pool #279255 6.500% April 1, 2024
500,926 Federal National Mortgage Association
494,975
Pool #286108 6.500% June 1, 2024
1,042,176 Federal National Mortgage Association
1,045,136
Pool #288916 6.500% May 1, 2011
1,987,291 Federal National Mortgage Association
2,043,134
Pool #288735 7.500% August 1, 2024
2,163,195 Federal National Mortgage Association
2,223,981
Pool #288748 7.500% September 1, 2024
1,235,232 Federal National Mortgage Association
1,269,942
Pool #288761 7.500% October 1, 2024
977,670 Government National Mortgage Association
989,275
Pool #365454 7.000% September 15, 2025
3,849,744 Government National Mortgage Association
3,895,440
Pool #371006 7.000% January 15, 2024
1,017,678 Government National Mortgage Association
1,029,758
Pool #372216 7.000% September 15, 2025
1,017,283 Government National Mortgage Association
1,029,359
Pool #410771 7.000% September 1, 2025
1,017,477 Government National Mortgage Association
1,029,555
Pool #416966 7.000% September 15, 2025
977,622 Government National Mortgage Association
989,226
Pool #416973 7.000% September 1, 2025
1,654,272 Government National Mortgage Association
1,770,567
Pool #248357 9.000% July 15, 2018
172,520 Government National Mortgage Association II
184,009
Pool #001831 9.500% May 20, 2022
2,000,000 Tennessee Valley Authority 2,068,738
Notes 6.375% June 15, 2005
$48,044,461
U.S. GOVERNMENTS --- 19.2%
3,700,000 United States of America 3,893,658
Treasury Notes 6.750% April 30, 2000
7,000,000 United States of America 7,457,170
Treasury Notes 6.500% August 15, 2005
1,000,000 United States of America 1,030,000
Treasury Notes 6.125% September 30, 2000
$12,380,828
TOTAL BONDS --- 94.0% $60,425,289
(Cost $57,672,932)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 6.0%
3,891,000 Canadian Imperial Bank of Commerce
3,891,000
$3,891,000
TOTAL SHORT-TERM INVESTMENTS --- 6.0% $3,891,000
(Cost $3,891,000)
TOTAL U S GOVERNMENT SECURITIES PORTFOLIO --- 100.0%
$64,316,289
(Cost $61,563,932)
Maxim Series Fund, Inc.
Corporate Bond Portfolio
BONDS
AIR --- 2.5%
50,000 AMR Corp 53,971
Notes 8.625% March 1, 2017
250,000 AMR Corp 281,943
Debentures 9.000% August 1, 2012
200,000 Air Wisconsin Services Inc 182,000
Convertible Bonds 7.750% June 15, 2010
94,800 NWA Trust 100,251
Bonds 9.360% March 10, 2006
450,000 United Air Lines Inc 523,935
Pass Through Certificates 9.560% October
19, 2018
$1,142,100
CANADIAN - FEDERAL --- 2.5%
1,450,000 Canada 1,115,094
Debentures 8.000% June 1, 2023
$1,115,094
CANADIAN - PROVINCIAL --- 13.6%
4,000,000 British Columbia 724,740
Principal Strips 0 % August 23, 2013
1,400,000 British Columbia 238,261
Debentures 0 % June 9, 2014
1,025,000 Manitoba 736,996
Bonds 7.750% December 22, 2025
4,800,000 Ontario 422,349
Zero Coupon Bonds 0 % July 13, 2022
1,300,000 Ontario Hydro 1,050,924
Bonds 8.900% August 18, 2022
2,000,000 Quebec 1,631,764
Debentures 9.375% January 16, 2023
1,640,000 Saskatchewan 1,304,617
Debentures 8.750% May 30, 2025
$6,109,651
COMMUNICATIONS --- 5.5%
250,000 CBS Inc 215,908
Senior Notes 7.125% November 1, 2023
450,000 Nextel Communications Inc 244,125
Senior Discount Notes 0 % August 15, 2004
200,000 Rogers Cablesystems of America 127,951
Debentures 9.650% January 15, 2014
200,000 Tele-Communications Inc 205,702
Debentures 7.875% August 1, 2013
500,000 Time Warner Entertainment LP 538,255
Debentures 8.375% March 15, 2023
250,000 Time Warner Inc 269,015
Callable Notes 8.750% April 1, 2017
2,500,000 Time Warner Inc 878,125
Convertible Bonds 0 % December 17, 2012
$2,479,081
CONSTRUCTION --- 1.9%
250,000 Hovnanian Enterprises Inc 215,000
Subordinated Notes 9.750% June 1, 2005
219,000 Midland-Ross Corp 140,160
Debentures 6.000% February 15, 2007
500,000 Pulte Corp 513,850
Bonds 7.300% October 24, 2005
$869,010
CONSUMER SERVICES --- 0.6%
200,000 Aktiebolaget SKF 153,048
Convertible Bonds 0 % July 26, 2002
500,000 Discovery Zone Inc 128,750
Convertible Bonds 0 % October 14, 2013
$281,798
ELECTRIC --- 2.2%
350,000 Beaver Valley Funding Corp 295,218
Debentures 9.000% June 1, 2017
250,000 Commonwealth Edison Co 202,213
Debentures 4.750% December 1, 2011
50,000 Long Island Lighting Co 48,802
Debentures 8.200% March 15, 2023
200,000 Mobil Energy Services LLC 217,300
Bonds 8.665% January 1, 2017
250,000 Niagara Mohawk Power Corp 231,810
Corporate Bonds 7.875% April 1, 2024
$995,343
ELECTRONICS - HIGH TECH --- 5.9%
900,000 AST Research Inc 306,000
Convertible Bonds 0 % December 14, 2013
250,000 Conner Peripherals Inc 246,875
Convertible Bonds 6.750% March 1, 2001
50,000 Data General Corp 49,104
Debentures 8.375% September 15, 2002
150,000 EDO Corp 105,000
Convertible Bonds 7.000% December 15, 2011
250,000 Maxtor Corp 193,750
Debentures 5.750% March 1, 2012
550,000 Micropolis Corp 264,000
Convertible Sub Debentures 6.000% March 15,
2012
250,000 National Semiconductor Corp 234,895
Convertible Bonds 6.500% October 1, 2002
50,000 Richardson Electronics Ltd 40,000
Debentures 7.250% December 15, 2006
250,000 Unisys Corp 210,000
Debentures 9.750% September 15, 2016
250,000 Unisys Corp 221,743
Notes 8.875% July 15, 1997
850,000 Westinghouse Electric Corp 793,790
Debentures 7.875% September 1, 2023
$2,665,157
ENVIRONMENTAL SERVICES --- 1.9%
350,000 Air & Water Technologies Corp 299,250
Convertible Bonds 8.000% May 15, 2015
105,000 Ogden Corp 99,094
Eurodollar Convert Sub Bonds
6.000% June 1, 2002
495,000 Ogden Corp 460,969
Eurodollar Convert Sub Bonds
5.750% October 20, 2002
$859,313
FOREIGN BANKS --- 0.4%
300,000 Banco Central Costa Rica 183,000
Brady Bonds 6.250% May 21, 2010
$183,000
FOREIGN GOVERNMENTS --- 16.8%
2,250,000 Argentina 1,285,313
Debentures 5.000% March 31, 2023
500,000 Ecuador 180,625
Global Bonds 0 % February 28, 2025
575,000 Ireland 979,223
Debentures 8.250% August 18, 2015
145,000 Ireland 214,862
Notes 6.250% October 18, 2004
2,880,360 Mexico 277,419
Treasury Bills 0 % October 3, 1996
250,000 Mexico 163,750
Debentures Class A 6.250% December 31, 2019
250,000 Mexico 163,750
Debentures Class B 6.250% December 31, 2019
785,000 New Zealand 537,737
Bonds 8.000% April 15, 2004
2,020,000 New Zealand 1,398,126
Bonds 8.000% November 15, 2006
250,000 Poland 162,251
Global Bonds 3.750% October 27, 2014
250,000 Poland 162,187
Global Bonds 3.750% October 27, 2014
1,450,000 Republic of Brazil 766,688
Debentures 4.250% April 15, 2024
2,100,000 Republic of Brazil 1,110,375
Bonds 0 % April 15, 2024
265,302 Republic of Brazil 151,222
Capitalization Bonds 8.000% April 15, 2014
$7,553,528
HOLDING & INVEST. OFFICES --- 3.1%
750,000 Federal Realty Investment Trust 673,125
Convertible Bonds 5.250% October 28, 2003
100,000 Meditrust Corp 101,000
Convertible Bonds 7.500% March 1, 2001
1,100,000 Rockefeller Center Properties Inc 621,500
Debentures 0 % December 31, 2000
$1,395,625
MFTG - CONSUMER PRODS. --- 7.2%
500,000 Borden Inc 467,120
Debentures 7.875% February 15, 2023
50,000 Chiquita Brands International Inc 46,250
Eurodollar Convert Sub Bonds
7.000% March 28, 2001
50,000 Chiquita Brands International Inc 49,500
Senior Notes 9.125% March 1, 2004
250,000 Fieldcrest Cannon Inc 171,250
Convertible Debentures 6.000% March 15, 2012
350,000 Fruit of the Loom Inc 335,136
Debentures 7.375% November 15, 2023
900,000 RJR Nabisco Inc 927,774
Bonds 9.250% August 15, 2013
700,000 RJR Nabisco Inc 686,007
Bonds 7.625% September 15, 2003
700,000 The Penn Traffic Co 546,000
Senior Subordinated Notes
9.625% April 15, 2005
$3,229,037
MFTG - INDUSTRIAL PRODS --- 5.8%
1,800,000 Alza Corp 726,750
Subordinated Notes 0 % July 14, 2014
275,000 Centocor Inc 247,500
Eurodollar Convert Sub Bonds
6.750% October 16, 2001
500,000 Chiron Corp 506,250
Convertible Bonds 1.900% November 17, 2000
800,000 Geneva Steel Co 624,000
Senior Notes 9.500% January 15, 2004
75,000 Hexcel Corp 63,750
Debentures 0 % August 1, 2011
350,000 USX-Marathon Group 369,894
Debentures 8.125% July 15, 2023
50,000 USX-Marathon Group 53,633
Debentures 8.500% March 1, 2023
$2,591,777
OIL & GAS --- 2.8%
125,000 Cross Timbers Oil Co 117,500
Convertible Bonds 5.250% November 1, 2003
250,000 Forest Oil Corp 237,500
Senior Subordinated Notes
11.250% September 1, 2003
100,000 Lasmo 139,730
Debentures 7.750% October 4, 2005
200,000 Maxus Energy Corp 182,000
Debentures 8.500% April 1, 2008
100,000 Oryx Energy Co 89,000
Convertible Debentures 7.500% May 15, 2014
500,000 Pennzoil Co 506,250
Convertible Bonds 4.750% October 1, 2003
$1,271,980
OTHER TRANS. SERVICES --- 1.0%
200,000 FMC Corp 191,500
Debentures 6.750% January 16, 2005
100,000 Preston Corp 70,000
Convertible Bonds 7.000% May 1, 2011
250,000 Worldway Corp 182,500
Convertible Bonds 6.250% April 15, 2011
$444,000
REAL ESTATE --- 0.5%
250,000 The Rouse Co 243,750
Debentures 5.750% July 23, 2002
$243,750
RETAIL TRADE --- 3.8%
125,000 Eagle Hardware & Garden Inc 90,313
Convertible Bonds 6.250% March 15, 2001
100,000 Jacobson Stores Inc 71,000
Convertible Bonds 6.750% December 15, 2011
500,000 KMart Corp 355,000
Lease Notes 9.780% January 5, 2020
600,000 KMart Corp 417,000
Pass Through Certificates
9.350% January 2, 2020
250,000 KMart Corp 175,048
Debentures 7.950% February 1, 2023
250,000 Shoney's Inc 98,125
Convertible Bonds 0 % April 11, 2004
500,000 Woolworth Corp 513,400
Debentures 8.500% January 15, 2022
$1,719,886
TRANSPORTATION EQUIPMENT --- 1.8%
450,000 Mascotech Inc 346,500
Convertible Sub Debentures
4.500% December 15, 2003
300,000 Rohr Inc 276,000
Debentures 9.250% March 1, 2017
213,000 Rohr Inc 181,050
Debentures 7.000% October 1, 2012
$803,550
U.S. GOVERNMENTS --- 2.4%
2,600,000 United States of America 493,220
Principal Strips 0 % August 15, 2023
500,000 United States of America 563,905
Treasury Bonds 6.875% August 15, 2025
$1,057,125
U.S. MUNICIPAL --- 0.8%
2,500,000 Foothill Eastern Transportation 302,925
Municipal Bonds 0 % January 1, 2029
50,000 New York 56,273
Debentures 9.500% June 1, 2009
$359,198
WATER --- 0.1%
50,000 Transport Maritima Mexicana SA 44,750
Notes 9.250% May 15, 2003
$44,750
WHOLESALE TRADE - INDL --- 0.9%
400,000 Flagstar Corp 285,000
Debentures 11.250% November 1, 2004
75,000 Flagstar Corp 42,000
Convertible Bonds 10.000% November 1, 2014
100,000 Telekom Malaysia Berhad 96,500
Unsubordinated Bonds 4.000% October 3, 2004
$423,500
WHOLESALE TRADE -CONSUMER --- 0.6%
250,000 Fuqua Industries Inc 193,750
Debentures 6.500% August 4, 2002
50,000 Glycomed Inc 39,000
Convertible Sub Debentures
7.500% January 1, 2003
200,000 Vendell Healthcare Inc 40,000
Bonds 12.000% December 5, 2000
$272,750
TOTAL BONDS --- 84.8% $38,110,003
(Cost $34,713,285)
COMMON STOCK
FOREIGN GOVERNMENTS --- 0.0%
500,000 Mexico - Recovery Rights* 0
$0
TOTAL COMMON STOCK --- 0.0% $00
(Cost $0)
PREFERRED STOCK
CREDIT INSTITUTIONS --- 2.3%
1,500 Bank of Boston Corp 123,000
250 BankAmerica Corp 12,188
4,600 BankAmerica Corp 416,300
3,400 Citicorp 306,000
1,000 First Chicago Corp 90,250
1,500 Marine Midland Bank 67,875
$1,015,613
ELECTRIC --- 2.9%
909 Central Louisiana Electric Company Inc 74,538
3,000 Long Island Lighting Co 60,750
1,304 Louisiana Power & Light Co 64,059
1,500 MDU Resources Group Inc 136,500
9,461 Nevada Power Co 165,568
530 New York State Electric & Gas Corp 25,968
6,800 Niagara Mohawk Power Corp - Series B
127,500
5,000 Niagara Mohawk Power Corp - Series C
94,375
2,850 Niagara Mohawk Power Corp - Series E
136,800
300 Northern States Power Co 15,000
2,500 Texas Utilities Electric Co 241,250
200 The Cleveland Electric Illuminating Co
176,500
$1,318,808
ELECTRONICS - HIGH TECH --- 0.6%
10,000 Unisys Corp 268,750
$268,750
MFTG - INDUSTRIAL PRODS --- 1.7%
950 Aluminum Company of America 68,875
13,350 Bethlehem Steel Corp 590,738
3,000 McDermott Inc 85,125
$744,738
OIL & GAS --- 2.1%
200 Enserch Corp 18,750
12,000 Occidental Petroleum Corp 663,000
5,000 UnoCal Corp 275,000
$956,750
REAL ESTATE --- 0.2%
1,500 The Rouse Co 77,438
$77,438
TOTAL PREFERRED STOCK --- 9.8% $4,382,097
(Cost $4,218,511)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 5.4%
2,439,000 Canadian Imperial Bank of Commerce
2,439,000
$2,439,000
TOTAL SHORT-TERM INVESTMENTS --- 5.4% $2,439,000
(Cost $2,439,000)
TOTAL CORPORATE BOND PORTFOLIO --- 100.0% $44,931,100
(Cost $41,370,796)
Maxim Series Fund, Inc.
Small-Cap Index Portfolio
COMMON STOCK
AGRICULTURE --- 0.2%
300 Alico Inc 7,875
1,400 Barefoot Inc 14,700
500 Dekalb Genetics Corp 22,563
1,200 Delta & Pine Land Co 44,100
800 Tejon Ranch Co 11,600
$100,838
AIR --- 0.9%
1,450 Air Express International Corp 33,350
1,900 Airborne Freight Corp 50,588
1,200 Alaska Air Group Inc* 19,500
3,680 America West Airlines Inc* 62,560
300 Amtran Inc* 3,825
2,200 Comair Holdings Inc 59,125
1,500 Continental Airlines Inc* 65,250
2,500 Mesa Airlines Inc* 22,500
1,800 Offshore Logistics Inc* 22,725
700 Skywest Inc 9,013
1,400 Tower Air Corp 9,450
5,700 US Air Group Inc* 75,525
1,500 Worldcorp Inc* 15,000
$448,411
COMMUNICATIONS --- 2.5%
100 Adelphia Communications Corp* 700
1,400 American Mobil Satellite Corporation Inc*
42,875
300 American Paging Inc* 1,913
800 American Telecasting Inc* 11,600
2,062 Arch Communications Group Inc* 49,488
1,500 Associated Group Inc* 28,313
700 BET Holdings Inc* 16,013
800 Brite Voice Systems Inc* 11,100
1,800 C-Tec Corp* 55,800
1,985 CAI Wireless Systems Inc* 19,106
500 Cellstar Corp* 13,000
800 Cellular Communications Inc* 22,200
900 Cellular Communications International Inc*
38,475
1,000 Centennial Cellular Co* 17,125
3,600 Century Communications Corp* 28,800
1,275 Citicasters Inc 30,122
700 Coherent Communications Systems Corp*
13,475
1,400 Colonial Data Technologies Corp* 28,700
1,200 Commnet Cellular Inc* 34,650
700 DSP Communications Inc* 30,538
1,400 Dial Page Inc* 22,050
800 EIS International Inc* 12,800
600 EZ Communications Inc* 10,800
600 Emmis Broadcasting Corp* 18,600
900 Evergreen Media Corp* 28,800
600 Heftel Broadcasting Corp* 10,500
500 Hickory Tech Corp 15,438
300 IPC Information Systems Inc* 4,950
700 Incomnet Inc* 3,193
400 Intercel Inc* 6,800
1,800 International Family Entertainment Inc*
29,475
600 Jacor Communications Inc* 10,500
1,721 Jones Intercable Inc* 21,513
600 Mastec Inc* 7,950
700 Metrocall Inc* 13,388
2,157 Metromedia International Group Inc*
30,198
200 Outlet Communications Inc* 9,450
500 Palmer Wireless Inc* 11,000
2,400 Paxson Communications Corp* 36,600
3,000 Picturetel Corp* 129,375
1,075 Pricellular Corp* 13,975
500 Pronet Inc* 14,750
2,750 Renaissance Communications Corp* 60,844
400 SFX Broadcasting Inc* 12,100
800 Silver King Communications Inc* 27,800
1,400 TCA Cable TV Inc 38,675
600 TCSI Corp* 11,100
500 TSX Corp* 10,750
1,400 Telular Corp* 12,075
1,200 US Long Distance Corp* 16,800
3,500 United International Holdings Inc* 51,625
400 United Television Inc 36,100
500 United Video Satellite Group Inc* 13,500
1,600 Westcott Communications Inc* 22,000
300 Xpedite Systems Inc* 4,650
800 Young Broadcasting Corp* 22,600
$1,296,717
CONSTRUCTION --- 1.1%
1,100 Acme Metals Inc* 15,675
300 American Buildings Co* 6,750
100 American Midland Corp* 1
1,000 Apogee Enterprises Inc 17,000
600 Beazer Homes USA Inc* 12,375
500 Continental Homes Holding Corp 12,313
958 DR Horton Inc* 11,257
600 Falcon Building Products Inc* 5,775
2,300 Geon Co 56,063
700 Granite Construction Inc 22,050
1,500 Hovnanian Enterprises Inc* 11,250
1,890 Insituform Technologies Inc* 21,971
2,600 Kaufman & Broad Home Corp 38,675
2,100 Lennar Corp 52,763
1,500 MDC Holdings Inc 10,688
2,200 Manufactured Home Communities Co 38,500
2,800 Morrison Knudsen Corp* 11,900
1,200 NVR Inc* 12,000
1,500 Oasis Residential Inc 34,125
1,700 Pulte Corp 57,163
600 Redman Industries Inc* 20,250
800 Schuler Homes Inc* 6,250
2,400 Standard Pacific Corp 15,000
4,100 The Presley Cos* 7,175
1,200 The Ryland Group Inc 16,800
1,700 Toll Brothers Inc* 39,100
1,000 US Home Corp* 29,125
$581,994
CONSUMER SERVICES --- 7.4%
400 ABR Information Services Inc* 17,600
200 AMC Entertainment Inc* 4,675
600 Access Health Inc* 26,550
700 Accustaff Inc* 30,800
1,900 Acuson Corp* 23,513
400 Advantage Health Corp* 17,450
100 American Homepatient Inc* 2,950
200 American List Corp 5,100
1,200 American Medical Response Inc* 39,000
300 Ameristar Casinos Inc* 1,950
500 Anchor Gaming Co* 11,375
800 Angelica Corp 16,400
900 Apogee Inc* 8,325
600 Apollo Group Inc* 23,475
4,060 Apria Healthcare Group Inc* 114,695
1,100 Argosy Gaming Corp* 8,388
3,500 Aztar Corp* 28,000
4,300 Bally Entertainment Corp* 60,200
200 Bally's Grand Inc* 3,200
1,609 Benson Eyecare Corp* 14,481
300 Berlitz International Inc* 4,950
3,400 Biocontrol Technology Inc* 12,216
1,200 CNS Inc* 18,150
1,300 CPI Corp 20,800
900 Carmike Cinemas Inc* 20,250
2,100 Carter-Wallace Inc 23,888
900 Casino America Inc* 5,513
1,800 Casino Magic Corp* 5,625
300 Champion Healthcare Corp* 1,594
400 Children's Discovery Centers of America Inc*
2,050
200 Churchill Downs Inc 7,000
400 ClinTrials Research Inc* 8,100
1,200 Coastal Physician Group Inc* 16,200
1,800 Community Health Systems Inc* 64,125
4,000 Community Psychiatric Centers 49,000
3,700 Coram Healthcare Corp* 16,188
2,900 Coventry Corp* 59,813
1,200 Datascope Corp* 28,800
1,200 DeVry Inc* 32,400
1,000 Diagnostic Products Corp 37,875
5,200 Discovery Zone Inc* 16,250
1,800 Doubletree Corp* 47,250
600 Emcare Holding Inc* 14,400
1,665 Enzo Biochem Inc* 32,051
400 Equity Corporation International* 9,500
1,400 Equity Inns Inc 16,100
1,900 Forum Group Inc* 16,625
700 Fusion Systems Corp* 19,600
1,900 G&K Services Inc 48,450
500 GC Companies Inc* 16,750
1,300 Genesis Health Ventures Inc* 47,450
1,865 Grancare Inc* 27,043
2,400 Grand Casinos Inc* 55,800
600 Griffin Gaming & Entertainment* 6,600
500 Gryphon Holdings Inc* 9,625
550 Guest Supply Inc* 12,444
600 Harvard Industries Inc* 15,300
500 Harveys Casino Resorts 9,000
800 Health Management Inc* 10,600
400 Healthwise America Inc* 15,600
1,100 Hollywood Casino Corp* 4,675
1,400 Hollywood Park Inc* 14,087
4,649 Horizon/CMS Healthcare Corp* 117,387
900 Human Genome Sciences Inc* 34,425
1,900 Hydron Technologies Inc 3,325
200 ITT Educational Services Inc* 4,925
900 Incontrol Inc* 13,275
600 Incyte Pharmaceuticals Inc* 15,000
900 Insurance Auto Actions Inc* 9,675
1,800 Integrated Health Services Inc* 45,000
1,100 Interim Services Inc* 38,225
700 Interpool Inc* 12,513
900 Jenny Craig Inc* 8,888
1,800 KinderCare Learning Centers Inc* 22,725
200 Lab One Inc 2,950
2,500 Lincare Holding Inc* 62,500
1,500 Living Centers of America Inc* 52,500
2,600 Magellan Health Services Inc* 62,400
1,900 Mariner Health Group Inc* 31,825
700 MedPartners Mullikin Inc* 23,100
800 Minnesota Educational Computers* 20,000
425 Monro Muffler/Brake Inc* 5,897
400 Movie Gallery Inc* 12,200
800 Multicare Companies Inc* 19,200
1,100 National Auto Credit Inc* 17,600
2,900 National Education Corp* 23,563
2,492 Nellcor Inc* 144,536
1,800 Nexstar Pharmaceuticals Inc* 29,250
6,000 Novacare Inc* 30,750
1,800 Omnicare Inc 80,550
4,900 Ornda Healthcorp* 113,925
300 Orthodontic Centers of America Inc*
14,475
700 Ostex International Inc* 13,475
550 PDT Inc* 27,638
800 PHP Healthcare Corp* 20,000
600 Peoples Choice Television Corp* 11,400
400 Phamis Inc* 11,900
3,175 Phycor Inc* 160,534
1,300 Physician Computer Network Inc* 11,700
800 Physician Reliance Network Inc* 31,800
1,900 Physician Sales & Services Inc* 54,150
2,750 Players International Inc* 29,389
1,900 President Casinos Inc* 3,325
600 Primadonna Resorts Inc* 8,850
2,800 Prime Hospitality Corp* 28,000
1,400 Quantum Health Resources Inc* 13,737
975 Regal Cinemas Inc* 29,006
1,100 Regency Health Services Inc* 11,138
600 Regis Corp 14,400
1,000 Renal Treatment Centers Inc* 44,000
3,700 Republic Industries Inc* 133,663
300 Res-Care Inc* 5,025
1,400 Rio Hotel & Casino Inc* 16,625
3,600 Rollins Truck Leasing Corp 40,050
900 Rotech Medical Corp* 24,750
200 Roto-Rooter Inc 6,600
2,800 Savoy Pictures Entertainment Inc* 17,674
400 Seafield Capital Corp 13,600
400 Seattle Filmworks Inc* 8,300
2,100 Sequus Pharmaceuticals Inc* 29,925
533 Sholodge Inc* 5,330
1,400 Showboat Inc 36,925
700 Shuffle Master Inc* 8,268
1,200 Sierra Health Services Inc* 38,100
400 Speedway Motorsports Inc* 12,000
1,200 Staar Surgical Co* 12,900
1,200 Starsight Telecast Inc* 5,850
1,700 Station Casinos Inc* 24,863
1,600 Storage USA Inc 52,200
400 Summit Care Corp* 9,150
3,328 Sun Healthcare Group Inc* 44,928
600 Sylvan Learning Systems Inc* 17,850
900 The Marcus Corp 24,638
700 TheraTx Inc* 8,400
1,600 Toy Biz Inc* 34,800
300 US Delivery Systems Inc* 8,700
500 UniHolding Corp* 2,375
1,900 Unifirst Corp 34,200
500 United American Healthcare Corp* 5,000
1,300 Universal Health Services Inc* 57,688
200 Vitalink Pharmacy Services Inc* 4,650
3,100 Vivra Inc* 77,888
1,900 Westwood One Inc* 26,838
$3,804,643
CREDIT INSTITUTIONS --- 6.9%
1,100 Albank Financial Corp 33,000
700 American Annuity Group Inc 8,313
1,000 American Federal Bank FSB 15,250
500 Amfed Financial Inc 17,000
2,100 Ampal American Israel Corp* 11,025
500 Anchor Bancorp Wisconsin Inc 17,938
1,425 Associated Banc-Corp 58,335
1,000 Astoria Financial Corp 45,625
305 BT Financial Corp 10,599
525 Bank of Granite Corp 15,225
300 Bank of New Hampshire Corp 12,975
400 Bankers First Corp 11,150
600 Bay View Capital Corp 17,100
800 Bell Bancorp Inc 28,600
1,100 Brooklyn Bancorp Inc* 44,825
700 CBT Corp 16,100
900 California Bancshares Inc 23,906
4,500 California Federal Bank FSB* 70,875
1,000 Capsure Holdings Corp* 17,625
1,200 Center Financial Corp 21,000
4,060 Charter One Financial Inc 124,338
1,200 Citizens Bancorp 38,700
300 Citizens Bancshares Inc 13,275
3,500 City National Corp 49,000
700 Cole Taylor Financial Group Inc 20,913
1,900 Collective Bancorp Inc 48,213
1,000 Colonial Bancgroup Inc 32,250
1,025 Commerce Bancorp Inc 22,678
1,300 Commercial Federal Corp 49,075
300 Commonwealth Savings Bank 6,750
2,200 Concord EFS Inc* 90,750
1,000 Cullen/Frost Bankers Inc 50,000
1,700 Deposit Guaranty Corp 75,650
500 FFY Financial Corp 10,500
800 First Citizens Bancshares Inc 44,100
2,300 First Commercial Corp 75,900
2,100 First Commonwealth Financial Corp 36,750
600 First Federal Savings Bank of Colorado
19,987
1,141 First Financial Bancorp 40,220
2,700 First Financial Corp 62,100
420 First Financial Corp-Indiana 13,230
1,648 First Michigan Bank Corp 45,732
1,000 First Midwest Bancorp Inc 28,875
800 FirstBank Illinois Co 24,700
1,350 FirstBank Puerto Rico 30,206
900 FirstFed Financial Corp* 12,713
3,100 FirstMerit Corp 93,000
1,350 Firstier Financial Inc 59,400
200 General Acceptance Corp* 3,100
3,700 Glendale Federal Bank FSB* 64,750
200 Harris Savings Bank 4,000
2,165 Home Financial Corp 33,558
500 Homeland Bankshares Corp 14,875
1,150 Hubco Inc 25,444
835 Imperial Bancorp* 20,040
850 Imperial Credit Industries Inc* 18,488
300 Investment Technology Group Inc* 2,775
32 Investors Financial Services Corp* 664
500 Liberty Bancorp Inc 18,625
1,000 Life Bancorp Inc 15,000
2,400 Long Island Bancorp Inc 63,300
600 MLF Bancorp Inc 13,350
2,500 Magna Group Inc 59,375
1,100 Mark Twain Bancshares Inc 42,625
300 Metrobank 9,375
500 Michigan Financial Corp 14,188
627 Mid-America Bancorp 11,286
600 NS Bancorp Inc 23,250
415 National City Bancshares Inc 19,713
1,051 New York Bancorp Inc 23,648
1,400 North American Mortgage Co 29,750
2,300 North Fork Bancorporation Inc 58,075
415 North Side Savings Bank 12,658
1,600 Olympic Financial Ltd* 26,000
400 Park National Corp 19,050
800 Peoples Bank of Bridgeport 15,200
850 Pikeville National Corp 16,363
3,200 Premier Bancorp Inc 74,800
1,200 RCSB Financial Inc 28,500
337 Regional Acceptance Corp* 3,286
789 Resource Bancshares Mortgage Group Inc*
11,243
1,900 Riggs National Corp* 24,700
700 River Forest Bancorp 17,850
1,750 St Paul Bancorp Inc 44,625
1,700 Standard Financial Inc* 24,863
400 Student Loan Corp 13,600
300 Suffolk Bancorp 10,350
400 Sumitomo Bank of California 9,800
3,110 Summit Bank Corp 97,965
1,100 Susquehanna Bancshares Inc 29,150
1,200 The Greater New York Savings Bank* 14,400
2,637 The Money Store Inc 41,203
1,500 The Trust Company of New Jersey 19,875
330 Tompkins County Trust Co 9,075
1,000 Trans Financial Bancorp Inc 17,875
100 Transmedia Asia Pacific Inc* 208
1,580 Trustco Bank Corp 34,958
1,784 UMB Financial Corp 62,886
900 US Trust Corp 44,775
500 USBancorp Inc 16,500
1,300 UST Corp* 18,850
1,100 United Bankshares Inc 32,175
1,400 United Carolina Bancshares Corp 47,250
3,315 Valley National Bancorp 82,875
800 Vallicorp Holdings Inc 11,100
400 Vermont Financial Services Corp 13,825
500 Victoria Bankshares Inc 17,250
700 Wesbanco Inc 19,600
800 WestAmerica Bancorp 34,600
925 Westcorp Inc 17,113
3,000 Western National Corp 48,375
1,350 Whitney Holding Corp 41,850
240 Winthrop Resources Corp 3,900
1,700 World Acceptance Corp* 19,125
1,300 Zions Bancorp 104,325
$3,558,696
ELECTRIC --- 2.3%
1,300 Black Hills Corp 32,175
1,600 Central Hudson Gas & Electric Corp 49,400
2,100 Central Louisiana Electric Company Inc
56,438
3,000 Central Maine Power Co 43,125
1,100 Central Vermont Public Service Corp
14,713
6,500 Citizens Utilities Co* 82,063
800 Commonwealth Energy System Cos 35,800
1,400 Destec Energy Inc* 19,250
1,900 Eastern Utilities Associates 44,888
1,400 Empire District Electric Co 25,025
900 Energen Corp 21,713
400 Green Mountain Power Corp 11,100
2,700 IES Industries Inc 71,550
900 Interstate Power Co 29,925
2,600 MDU Resources Group Inc 51,675
1,000 Madison Gas & Electric Co 35,000
800 Northwestern Public Service Co 22,400
1,200 Orange & Rockland Utilities Inc 42,900
1,000 Otter Tail Power Co 35,750
500 Pennsylvania Enterprises Inc 18,938
3,800 Public Service Company of New Mexico*
66,975
2,700 Sierra Pacific Resources 63,113
1,051 Sithe-Energies Inc* 6,306
1,400 Southern Indiana Gas & Electric Co 48,650
400 St Joseph Light & Power Co 14,200
1,000 TNP Enterprises Inc 18,750
14,700 Tucson Electric Power Co* 47,775
3,000 UGI Corp 62,250
1,300 United Illuminating Co 48,588
2,200 WPS Resources Corp 74,800
$1,195,235
ELECTRONICS - HIGH TECH --- 12.9%
500 3D Systems Corp* 11,875
1,500 ADAC Laboratories 18,188
2,600 AST Research Inc* 22,100
1,500 ATS Medical Inc* 13,875
500 Acme Electric Corp* 4,563
1,400 Actel Corp* 15,050
600 Adflex Solutions Inc* 16,050
1,200 Advanced Technology Laboratories Inc*
29,400
1,000 Alantec Corp* 58,250
2,400 Allen Group Inc 53,700
1,200 Alliant Techsystems Inc* 60,750
600 Alpha Industries Inc* 8,475
800 Altron Inc* 24,000
1,700 Ameridata Technologies Inc* 16,363
3,000 Ametek Inc 56,250
2,500 Amsco International Inc* 37,188
700 Analogic Corp 12,950
1,400 Antec Corp* 25,200
1,300 Apertus Technologies Inc* 10,075
1,100 Applied Digital Access Inc* 12,925
800 Applied Innovation Inc* 9,400
2,200 Applied Magnetics Corp* 40,975
1,000 Applix Inc* 27,250
500 Arbor Health Care Co* 8,750
1,900 Aspect Telecommunications Corp* 63,650
500 Aspen Technology Inc* 16,875
1,500 Atari Corp* 2,063
1,600 Augat Inc 27,400
2,100 Auspex Systems Inc* 38,325
1,940 Baldor Electric Co 39,043
2,400 Ballard Medical Products Co* 42,900
500 Bio Rad Labs Inc* 21,250
1,400 Black Box Corp* 22,925
400 Boca Research Inc* 10,600
1,800 Boston Technology Inc* 22,950
1,200 Broadband Technolgies Inc* 19,500
1,400 Brooktree Corp* 16,975
1,450 Burr Brown Corp* 36,975
900 C COR Electronics Inc* 21,150
2,900 C-Cube Microsystems Inc* 181,250
300 CTS Corp 11,325
900 Cable Design Technologies Co* 39,600
1,500 California Microwave Inc* 24,938
1,300 Cellpro Inc* 20,800
400 Charter Power Systems Inc 11,500
1,300 Checkpoint Systems Inc* 48,588
400 Cherry Corp* 3,800
1,900 Chips & Technologies Inc* 17,100
900 Cidco Inc* 22,950
1,100 Cincinnati Microwave Inc* 4,950
1,100 Circon Corp* 22,275
2,900 Cognex Corp* 100,775
1,000 Coherent Inc* 40,500
800 Cohu Inc 20,400
800 Collagen Corp 16,900
600 Communications Systems Inc 9,450
1,400 Compression Labs Inc* 8,750
2,200 Computer Products Inc* 25,300
1,900 Comverse Technology Inc* 38,000
1,000 Conmed Corp* 25,000
4,900 Conner Peripherals Inc* 102,900
2,300 Cray Research Inc* 56,925
1,950 Credence Systems Corp* 44,606
800 Cree Research Inc* 11,800
300 Cubic Corp 8,550
1,700 Cyrix Corp* 39,100
700 DH Technology Inc* 17,150
700 DSP Group Inc* 8,050
1,400 Daig Corp* 32,200
2,000 Dallas Semiconductor Corp 41,500
1,000 Daniel Industries Inc 14,250
3,400 Data General Corp* 46,750
1,100 Digi International Inc* 20,900
400 Digital Link Corp* 5,650
1,400 Digital Microwave Corp* 14,000
600 Dionex Corp* 34,050
700 Dovatron International Inc* 23,625
800 EMPI Inc* 20,400
800 Electro Scientific Industries Inc* 23,400
1,600 Electroglas Inc* 39,200
300 Eltron International Inc* 10,650
700 Energy Conversion Devices Inc* 11,550
700 Epic Design Technology Inc* 14,700
600 Esterline Technologies Corp* 14,175
800 Evans & Sutherland Computer Corp* 17,800
2,000 Exabyte Corp* 29,250
900 Exar Corp* 13,275
3,900 Executone Information Systems Inc* 9,017
600 Exide Electricians Group Inc* 8,850
400 Expert Software Inc* 5,600
900 FORE Systems Inc* 53,550
300 Firefox Communications Inc* 7,050
2,200 First Alert Inc* 18,975
500 Fluke Corp 18,875
400 Franklin Electric Company Inc 13,200
700 Fresenius USA Inc* 13,913
500 GTI Corp* 8,875
600 Gelman Sciences Inc* 15,150
1,900 General Datacomm Industries Inc* 32,538
1,200 General Magic Inc* 12,750
1,800 Genrad Inc* 17,325
1,500 Genus Inc* 11,250
3,700 Geotek Communications Inc* 23,354
1,300 Global Village Communication Co* 25,188
1,000 Gulf South Medical Supply Inc* 30,250
200 HCIA Inc* 9,350
325 Hach Co 5,606
700 Hadco Corp* 19,688
2,200 Haemonetics Corp* 39,050
1,250 Harman International Industries Inc
50,156
600 Harmon Industries Inc 9,450
900 Health Management Systems Inc* 35,100
1,000 Heart Technology Inc* 32,875
300 Heartland Wireless Co* 8,925
1,050 Holophane Corp* 22,838
500 Hutchinson Technology Inc* 21,125
700 I-Stat Corp* 22,750
1,600 IMO Industries Inc* 11,000
800 ITI Technologies Inc* 23,800
1,500 Identix Inc* 15,938
1,700 Input/Output Inc* 98,175
700 Inso Corp* 29,750
900 Integrated Circuit Systems Inc* 11,138
1,100 Integrated Process Equipment Corp* 25,850
1,300 Integrated Silicon Solution Inc* 21,754
700 Inter-Tel Inc* 10,806
4,100 Interdigital Communications Inc* 30,238
3,600 Intergraph Corp* 56,700
2,800 International Cabletel Inc* 68,600
4,200 International Rectifier Corp* 105,000
1,400 Intervoice Inc* 26,600
2,200 Invacare Corp 55,550
1,400 Irvine Sensors Corp* 8,750
1,700 Juno Lighting Inc 27,200
600 LS Starrett Co 15,525
2,700 LTX Corp* 24,638
2,000 Lattice Semiconductor Corp* 65,250
1,200 Level One Communications Inc* 21,600
1,100 Littelfuse Inc* 40,425
1,700 Lojack Corp* 18,913
450 Lunar Corp* 12,375
400 MTS Systems Corp 13,200
2,700 Macromedia Inc* 141,075
1,800 Magnetek Inc* 14,625
1,600 Marshall Industries* 51,400
700 Mattson Technology Inc* 10,500
1,100 Measurex Corp 31,075
1,000 Medisense Inc* 31,625
2,000 Mentor Corp 46,000
300 Merix Corp* 9,000
2,900 Methode Electronics Inc 41,325
1,100 Metricom Inc* 14,988
500 Micrel Inc* 9,750
1,100 Micro Linear Corp* 11,275
700 MicroTouch Systems Inc* 8,488
400 Microdyne Corp* 6,800
900 Micron Electronics Inc* 9,675
400 Microtech Research Inc* 4,950
400 Microtest Inc* 4,000
500 Mine Safety Appliances Co 24,000
1,200 Mylex Corp* 22,950
1,200 National Computer Systems Inc 22,650
1,700 Network Equipment Technologies Inc*
46,538
900 Numerex Corp* 5,850
1,500 OEA Inc* 44,813
1,600 Oak Industries Inc* 30,000
500 Oak Technology Inc* 21,125
2,020 Octel Communications Corp* 65,145
300 Open Environment Corp* 4,125
600 Opti Inc* 4,875
400 Orbit Semiconductor Inc* 3,900
600 Ortel Corp* 6,750
1,000 P-Com Inc* 20,000
500 PRI Automation Inc* 17,563
900 PSC Inc* 8,325
1,000 Pacific Scientific Co 24,750
900 Pairgain Technologies Inc* 49,275
800 Park Electrochemical Corp 26,400
1,000 Pittway Corp 67,750
700 Plantronics Inc* 25,288
300 Printronix Inc* 4,200
600 Proxima Corp* 13,275
600 Quick Response Services Inc* 11,025
1,100 Quickturn Design Systems Inc* 11,000
1,600 Radius Inc* 3,149
1,100 Rational Software Corp* 24,613
800 Recoton Corp* 15,000
300 Remedy Corp* 17,775
900 Research Industries Corp* 24,300
1,400 Resound Corp* 10,150
1,300 Respironics Inc* 27,300
900 Rival Co 19,913
600 Rogers Corp* 13,050
2,700 SCI Systems Inc* 83,700
200 SDL Inc* 4,800
700 Safeskin Corp* 11,900
300 Safety 1st Inc* 4,425
800 Sanmina Corp* 41,500
900 Security Dynamics Technologies Inc*
49,050
550 Semitool Inc* 7,150
1,800 Sepracor Inc* 33,075
3,000 Sequent Computer Systems Inc* 43,500
2,400 Sierra Semiconductor Corp* 33,300
900 Siliconix Inc* 33,300
1,600 Sofamor Danek Group Inc* 45,400
400 Softdesk Inc* 7,900
1,700 Softkey International Inc* 39,313
1,000 Spacelabs Inc* 28,750
700 Spectrian Corp* 15,575
1,200 Standard Microsystems Corp* 19,800
1,600 Steris Corp* 51,600
2,300 Stratus Computer Inc* 79,638
800 SubMicron Systems Inc* 7,500
500 Sullivan Dental Products Inc 4,750
600 Summa Four Inc* 8,025
2,550 Summit Technology Inc* 86,063
1,500 Sunrise Medical Inc* 27,750
1,400 Symmetricom Inc* 19,250
900 Syquest Technology Inc* 9,000
800 Systemsoft Corp* 9,000
200 TGV Software Inc* 1,900
900 Target Therapeutics Inc* 38,475
600 Tech-Sym Corp* 19,125
1,400 Tecnol Medical Products Inc* 25,200
1,600 Teleflex Inc 65,600
300 The Panda Project Inc* 6,525
800 The Peak Technologies Group Inc* 25,000
1,500 Thermedics Inc* 41,625
900 Thomas Industries Inc 21,150
600 Three Five Systems Inc* 10,125
1,400 Tivoli Systems Inc* 47,250
1,200 Tracor Inc* 17,400
1,000 Trident Microsystems Inc* 23,500
1,700 Trimble Navigation Ltd* 31,663
3,000 Unilab Corp* 8,061
300 Union Switch & Signal Inc* 1,950
900 Unitrode Corp* 25,425
900 Utah Medical Products Inc* 17,831
1,900 Ventritex Inc* 33,013
500 Veritas Software Corp* 19,000
900 Visx Inc* 35,100
500 Vital Signs Inc 13,188
1,100 Vitesse Semiconductor Corp* 14,025
700 Watkins Johnson Co 30,625
500 Wavephore Inc* 9,688
500 Wind River Systems* 14,563
1,500 Windmere Corp 10,688
500 Wireless Telecom Group Inc 8,375
950 Woodhead Industries Inc 13,538
1,200 X-Rite Inc 16,950
400 Xcellenet Inc* 5,950
1,600 Zebra Technologies Corp* 54,400
1,800 Zilog Inc* 65,925
$6,609,358
ENVIRONMENTAL SERVICES --- 0.6%
1,700 Air & Water Technologies Corp* 10,413
2,800 Allied Waste Industries Inc* 19,950
300 Horsehead Resource Development Co* 1,350
1,100 ICC Technologies Inc* 12,100
3,000 International Technology Corp* 7,875
2,000 Mid-American Waste Systems Inc* 7,000
1,000 Molten Metal Technology Inc* 32,625
1,800 OHM Corp* 13,275
400 Prins Recycling Corp* 3,000
5,500 Rollins Environmental Services Inc*
15,813
200 Sevenson Environmental Services Inc 3,475
1,200 Tetra Technologies Inc* 20,850
372 Thermo Remediation Inc 4,929
4,082 USA Waste Services Inc* 77,048
1,200 United Waste Systems Inc* 44,700
900 Western Waste Industries Co* 24,638
1,100 Zurn Industries Inc 23,513
$322,554
FORESTRY --- 0.1%
2,200 Chesapeake Corp 65,175
$65,175
GAS --- 2.1%
500 Aquila Gas Pipeline Co 6,438
1,450 Atmos Energy Corp 33,350
1,200 Bay State Gas Co 33,300
800 Cascade Natural Gas Corp 12,900
800 Colonial Gas Co 16,200
800 Connecticut Energy Corp 17,800
900 Connecticut Natural Gas Corp 21,038
1,800 Eastern Enterprises 63,450
1,800 Indiana Energy Inc 42,975
900 KCS Energy Inc 13,500
1,835 KN Energy Inc 53,444
1,600 Laclede Gas Co 33,800
700 NUI Corp 12,250
1,600 New Jersey Resources Corp 48,200
600 North Carolina Natural Gas Corp 15,000
1,300 Northwest Natural Gas Co 42,900
2,500 OneOk Inc 57,188
2,600 Piedmont Natural Gas Company Inc 60,450
2,100 Pride Petroleum Services Inc* 22,313
1,700 Public Service Company of North Carolina Inc
30,388
3,100 Seagull Energy Corp* 68,975
1,000 South Jersey Industries Inc 23,125
1,055 Southeastern Michigan Gas Enterprises Inc
18,990
585 Southern Union Co* 14,771
2,200 Southwest Gas Corp 38,775
2,300 Southwestern Energy Co 29,325
870 Tejas Gas Corp* 46,001
1,300 Tejas Power Corp* 11,863
900 USX-Delhi Group 9,338
1,200 United Cities Gas Corp 22,500
2,200 Washington Energy Co 40,975
1,500 Western Gas Resources Inc 24,188
1,600 Wicor Inc 51,600
900 Yankee Energy Systems Inc 22,725
$1,060,035
HIGHWAYS --- 0.1%
1,800 Arnold Industries Inc 31,275
1,100 Swift Transportation Company Inc* 16,775
2,000 Yellow Corp 24,750
$72,800
HOLDING & INVEST. OFFICES --- 8.1%
400 AMLI Residential Properties Trust 8,000
1,100 Alexander Haagen Properties Inc 13,475
1,200 Allied Capital Commercial Corp 23,700
900 Amcore Financial Inc 18,225
100 Amerco Inc* 2,100
1,900 American Health Properties Inc 40,850
900 Amvestors Financial Corp 10,575
900 Associated Estates Realty Corp 19,350
2,600 Avalon Properties Inc 55,900
312 BOK Financial Corp* 7,176
1,000 BRE Properties Inc 35,625
600 BSB Bancorp 14,850
1,600 Bancorpsouth Inc 32,400
860 Bankers Corp 13,975
600 Banknorth Group Inc 23,100
1,100 Bay Apartment Communities Inc 26,675
2,300 Berkshire Realty Inc 22,138
850 Bradley Real Estate Inc 11,475
450 Brenton Banks Inc 9,563
1,900 CBL & Associated Properties Inc 41,325
1,617 CNB Bancshares Inc 46,085
400 CPB Inc 12,800
1,200 CRI Liquidating Real Estate Investment Trust
Inc 4,200
1,025 CSF Holdings Inc* 40,616
1,300 Camden Property Trust 31,038
2,150 Capstead Mortgage Corp 49,181
1,200 Carr Realty Corp 29,250
800 Centerpoint Properties Corp 18,500
2,100 Centura Banks Inc 73,763
800 Chelsea GCA Realty Inc 24,000
850 Chemical Financial Corp 34,850
700 Chittenden Corp 22,400
200 Christiana Companies Inc* 4,500
1,200 Cilcorp Inc 50,850
500 Citfed Bancorp Inc 17,250
900 Citizens Banking Corp 26,775
1,000 Citizens Inc* 9,187
1,700 Coast Savings Financial Inc* 58,863
1,200 Colonial Properties Trust 30,600
1,000 Columbus Realty Trust 19,375
1,100 Commercial Net Lease Realty Inc 14,025
900 Community First Bancshares Inc 20,475
2,000 Cousins Properties Inc 40,500
2,800 Criimi Mae Inc 23,450
2,000 Crown American Realty Trust 15,750
1,500 Developers Diversified Realty Corp 45,000
2,200 Duke Realty Investments Inc 69,025
700 Eaton Vance Corp 19,775
1,200 Excel Realty Trust Inc 24,600
420 F&M Bancorp 12,495
500 F&M Bankcorp Inc 13,000
1,510 F&M National Corp 30,200
825 FNB Corp 17,841
1,100 Factory Stores of America Inc 14,438
300 Farmers Capital Bank Corp 12,300
2,900 Federal Realty Investment Trust 65,975
566 Financial Trust Corp 17,122
1,100 First Commerce Bancshares Inc 22,000
500 First Financial Bankshares Inc 16,750
500 First Financial Holdings Inc 9,625
433 First Industrial Corp 11,150
450 First Merchants Corp 11,588
1,400 First National Bancorp 44,800
672 First Source Corp 15,792
1,700 First Union Real Estate Equity & Mortgage
Investments 11,900
300 First United Bancshares Inc 12,000
750 First Western Bancorp 20,625
700 Fund American Enterprises Holdings Inc*
52,150
2,000 Glimcher Realty Trust 34,500
600 Hancock Holding Co 22,500
600 Harleysville Group Inc 19,425
515 Harleysville National Corp 14,678
1,200 Hawkeye Bancorp 31,950
1,100 Health Care Real Estate Investment Trust Inc
19,800
1,200 Healthcare Realty Trust Co 27,600
500 Heritage Financial Services Inc 9,625
1,000 IBS Financial Corp 15,000
2,300 IRT Property Co 21,275
700 ISB Financial Corp 10,500
900 Inacom Corp* 12,713
300 Irwin Financial Corp 11,963
1,200 JP Realty Inc 26,250
800 JSB Financial Inc 25,300
1,400 Jefferson Bankshares Inc 28,350
800 Kasler Holding Co* 5,200
2,233 Keystone Financial Inc 66,990
1,600 Koger Equity Inc* 17,000
900 Kranzco Realty Trust 13,275
1,600 LTC Properties Inc 24,000
200 Liberty Financial Co 6,050
2,600 Liberty Property Trust 53,950
1,400 Life USA Holding Inc* 11,200
800 Loyola Capital Corp 30,300
540 MAF Bancorp Inc 13,500
1,100 MGI Properties Inc 18,425
600 Magna Bancorp 17,250
600 Mark Centers Trust 6,825
300 Maryland Federal Bancorp Inc 9,000
400 Merchants New York Bancorp Inc 12,600
2,700 Merry Land & Investment Company Inc
63,788
1,766 Mid-America Inc 28,973
100 Midland Co 4,888
756 NBT Bancorp Inc 13,230
400 National Bancorp of Alaska Inc 26,000
1,700 National Commerce Bancorp 44,625
1,000 National Golf Properties Inc 22,875
1,500 National Health Investors Inc 49,688
635 National Penn Bancshares Inc 15,875
1,800 Nationwide Health Properties Inc 75,600
500 Omega Financial Corp 16,750
1,435 Omega Healthcare Investors Inc 38,207
1,300 Onbancorp Inc 43,388
1,400 One Valley Bancorp of West Virginia Inc
43,750
700 Pennsylvania Real Estate Investment Trust
14,525
725 Peoples First Corp 17,038
1,500 Peoples Heritage Financial Group Inc
34,125
300 Pinnacle Banc Group Inc 10,050
2,000 Pioneer Group Inc 54,500
800 Provident Bancorp Inc 37,600
625 Provident Bankshares Corp 18,438
2,900 Public Storage Inc 55,100
500 Queens County Bancorp Inc 19,781
2,200 RFS Hotel Investments Inc 33,825
2,600 RPS Realty Trust 12,025
300 RS Financial Corp 11,925
2,800 Ralcorp Holdings Inc* 67,900
900 Real Estate Investment Trust of California
17,888
600 Regency Realty Corp 10,350
900 Reliance Bancorp Inc 13,163
1,585 Republic Bancorp Inc 17,039
3,202 Roosevelt Financial Group Inc 62,039
1,000 S&T Bancorp Inc 30,500
700 SFFED Corp 22,181
200 SJW Corp 7,550
1,100 Saul Centers Inc 14,988
900 Security Capital Corp* 54,225
800 Security-Connecticut Life Insurance Co
21,700
1,100 Shurgard Storage Centers Inc 29,700
800 Silicon Valley Bancshares* 19,200
1,800 South West Property Trust Inc 24,300
3,814 Sovereign Bancorp Inc 38,617
600 St Francis Capital Corp 13,950
1,700 Summit Properties Inc 33,788
900 Sun Communities Inc 23,738
800 TR Financial Corp 20,400
500 Tanger Factory Outlet Centers Inc 12,500
2,800 Taubman Centers Inc 28,000
500 The Boston Bancorp 20,125
1,100 Thornburg Mortgage Asset Co 17,325
1,400 Town & Country Trust 18,200
1,000 Tucker Properties Corp 8,750
2,100 United Companies Financial Corp 55,388
130 United Counties Bancorp 29,510
5,200 United Dominion Realty Trust Inc 78,000
2,000 WHX Corp* 21,750
2,900 Washington Real Estate Investment Trust
46,038
500 Webster Financial Corp 14,750
1,500 Wellsford Residential Property Trust
34,500
1,600 Western Investment Real Estate Trust
17,200
500 White River Corp* 19,250
$4,126,976
INDEPENDENT POWER PROD --- 0.0%
300 Trigen Energy Corp 5,850
$5,850
INDUSTRIAL SERVICES --- 7.3%
600 ABM Industries Inc 16,650
700 Aaron Rents Inc 12,600
900 Ackerley Communications Inc 13,725
300 Active Voice Corp* 8,250
1,600 Acxiom Corp* 43,800
3,100 Advanced Tissue Sciences Inc* 31,388
1,800 Advo Inc 46,800
700 Affiliated Computer Services Inc* 26,250
3,600 Allwaste Inc* 17,100
400 Alternative Resources Corp* 12,100
950 American Business Information Inc* 18,406
2,450 American Management Systems Inc* 73,500
900 American Superconductor Corp* 13,050
700 Analysts International Corp 21,000
2,600 Applied Bioscience International Inc*
17,550
1,300 Artisoft Inc* 8,206
1,100 Atria Software Inc* 43,038
5,000 Aura Systems Inc* 28,125
1,900 Avid Technology Inc* 36,100
1,600 BBN Corp* 65,800
1,500 Banyan Systems Inc* 15,375
1,500 Bisys Group Inc* 46,125
1,000 Boole & Babbage Inc* 24,500
2,600 Borland International Inc* 42,900
800 Broadway & Seymour Inc* 13,000
1,000 CDI Corp* 18,000
200 CDW Computer Centers Inc* 8,100
1,200 Caere Corp* 8,550
800 Cambridge Technology Partners Inc* 46,000
500 Career Horizons Inc* 16,875
831 Cellular Technical Services Co* 19,321
3,400 Cheyenne Software Inc* 88,825
1,200 Chronimed Inc* 17,700
2,400 Columbia Laboratories Inc* 20,549
800 Computer Horizons Corp* 30,400
300 Computer Language Research Inc 4,200
800 Computer Task Group Inc 15,800
5,600 Computervision Corp* 86,100
1,800 Continuum Inc* 71,100
1,100 Control Data Systems Inc* 21,588
2,800 Corrections Corporation of America*
103,950
700 Corrpro Companies Inc* 4,375
400 Cycare Systems Inc* 10,250
1,500 Dames & Moore Inc 18,188
800 Davidson & Associates Inc* 17,600
500 Dialogic Corp* 19,250
700 Electro Rent Corp* 15,225
1,500 Ennis Business Forms Inc 18,375
600 Excalibur Technologies Corp* 21,900
1,700 FTP Software Inc* 49,300
600 Fair Isaac & Co Inc 15,525
1,700 Figgie International Inc* 17,638
1,200 Filenet Corp* 56,400
800 GMIS Inc* 10,400
800 GRC International Inc* 30,700
65 Grey Advertising Inc 13,000
700 Gupta Corp* 3,588
1,500 Heritage Media Corp* 38,438
1,100 Hogan System Inc* 14,988
1,400 Hyperion Software Corp* 29,750
2,600 Ideon Group Inc 26,325
1,500 ImmuLogic Pharmaceutical Corp* 28,875
2,500 Information Resources Inc* 30,938
500 Integrated Systems Inc* 19,500
1,700 Intersolv Inc* 21,888
1,000 Itron Inc* 33,750
633 Jack Henry & Associates Inc 15,667
1,900 Jacobs Engineering Group Inc* 47,500
1,450 Keane Inc* 32,081
800 Landauer Inc 17,400
1,400 Landmark Graphics Corp* 32,550
1,100 Logicon Inc 30,250
900 MacErich Co 18,000
1,200 MacNeal Schwendler Corp 19,200
700 Manugistics Group Inc* 10,325
300 MapInfo Corp* 6,000
900 Marcam Corp* 13,725
1,650 McAfee Associates Inc* 72,394
700 Medic Computer Systems Inc* 42,350
1,100 Mercury Interactive Co* 20,075
1,500 Microcom Inc* 39,000
500 NFO Research Inc* 13,250
2,100 National Data Corp 51,975
300 National Instruments Corp* 6,075
600 Neopath Inc* 13,950
700 NetCom On-Line Communication Services Inc*
25,200
2,700 Netmanage Inc* 62,775
900 Network Peripherals Inc* 10,575
600 Neurogen Corp* 16,125
500 Norrell Corp 14,688
5,000 OIS Optical Imaging Systems Inc* 19,375
1,600 PHH Corp 74,800
1,100 Phoenix Technologies Ltd* 17,325
500 Pinkertons Inc* 9,750
600 Planar Systems Inc* 11,475
1,200 Platinum Software Corp* 6,750
3,732 Platinum Technology Inc* 68,576
1,900 Prepaid Legal Services Inc* 19,713
1,700 Primark Corp* 51,000
1,000 Progress Software Corp* 37,500
2,100 Quarterdeck Corp* 57,750
1,200 Quintiles Transnational Corp* 49,200
1,300 Racotek Inc* 6,663
2,000 Robert Half International Inc* 83,750
4,200 S3 Inc* 74,025
1,200 SEI Corp 26,100
1,400 Santa Cruz Operation Inc* 8,750
900 Shiva Corp* 65,475
1,400 Sierra On-Line Inc* 40,250
600 Software Artistry Inc* 9,000
4,000 Sotheby's Holdings Inc 57,000
1,800 Spectrum Holobyte Inc* 11,700
1,200 Standard Register Co 24,150
800 Stone & Webster Inc 28,700
2,800 Structural Dynamics Research Corp* 82,250
2,550 System Software Associates Inc* 55,463
300 Systemix Inc* 4,500
1,300 Systems & Computer Technology Corp*
25,838
787 Tetra Tech Inc* 17,904
1,300 The 3DO Co* 13,000
1,100 Thermolase Corp* 28,463
900 Thermotrex Corp* 45,000
800 Transmedia Network Inc 7,500
1,600 Triad Systems Corp* 9,800
1,700 True North Communications Inc 31,450
3,200 United States Bioscience Inc* 14,800
1,500 Viewlogic Systems Inc* 15,000
500 Volt Information Sciences Inc* 13,625
700 Wackenhut Corp 12,600
200 Wackenhut Corrections Corp* 5,050
700 Wall Data Inc* 11,550
700 Wonderware Corp* 11,988
$3,734,250
INSURANCE --- 4.7%
3,500 20th Century Industries* 69,563
1,100 Acceptance Insurance Companies Inc*
16,363
1,300 Acordia Inc 38,838
1,800 Alfa Corp 30,150
500 Allied Group Inc 18,000
1,800 American Bankers Insurance Group Inc
70,200
800 American Heritage Life Investment Corp
18,300
700 American Travellers Co* 19,688
1,600 Argonaut Group Inc 52,000
1,300 Arthur J Gallagher & Co 48,425
700 Avemco Corp 11,200
1,100 Baldwin & Lyons Inc 17,875
1,000 CMAC Investment Corp 44,000
1,100 Capital RE Corp 33,825
550 Capitol TransAmerica Corp 11,138
600 Citizens Corp 11,175
3,400 Commerce Group Inc 70,125
2,100 Crawford & Co 34,125
500 Crop Growers Corp* 7,000
1,400 Danielson Holding Corp* 9,625
500 Delphi Financial Group Inc* 10,625
300 EMC Insurance Group Inc 4,125
1,000 EW Blanch Holdings Inc 23,375
1,100 Enhance Financial Services Group Inc
29,288
1,100 Executive Risk Inc 31,900
800 Fidelity National Financial Inc 14,900
2,937 Financial Security Assurance Holdings Ltd
73,058
800 Foremost Corporation of America 40,600
1,180 Fremont General Corp 43,365
800 Frontier Insurance Group Inc 25,600
1,771 Gainsco Inc 20,145
1,400 Guaranty National Corp 21,525
800 HCC Insurance Holdings Inc* 29,600
1,300 Hilb Rogal & Hamilton Co 17,388
1,100 Home Beneficial Corp 26,400
2,100 Horace Mann Educators Corp 65,625
900 Independent Insurance Group Inc 24,525
1,200 Inphynet Medical Management Inc* 28,800
1,300 Integon Corp 26,813
2,300 John Alden Financial Corp 48,013
300 Kansas City Life Insurance Co 15,750
800 Lawyers Title Corp 15,300
1,400 Liberty Corp 47,250
1,700 Life Partners Group Inc 23,163
800 Life Re Corp 20,000
725 MAIC Holdings Inc* 24,650
800 MMI Companies Inc 19,200
300 Markel Corp* 22,650
1,600 Maxicare Health Plans Inc* 43,000
1,600 NAC Re Corp 57,600
1,500 National Re Corp 57,000
200 National Western Life Insurance Co*
11,200
500 Navigators Group Inc* 8,813
500 Nymagic Inc 8,500
1,300 Orion Capital Corp 56,388
800 PXRE Corp 21,200
1,000 Pacific Physician Services Inc* 18,000
1,900 Penncorp Financial Group Inc 55,813
600 Physicians Health Services Inc* 22,200
400 Poe & Brown Inc 9,950
2,100 Presidential Life Corp 20,738
2,600 Protective Life Corp 81,250
575 RLI Corp 14,375
1,500 Reinsurance Group America Co 54,938
15 Reliable Life Insurance Co* 840
3,800 Reliance Group Holdings Inc 32,775
700 RightChoice Managed Care Inc* 9,100
1,300 Selective Insurance Group Inc 46,150
300 State Auto Financial Corp 7,800
550 Stewart Information Services Corp 11,825
2,000 Systemed Inc* 9,250
900 The First American Financial Corp 24,075
600 Transnational Re Corp* 14,700
500 Trenwick Group Inc 28,125
450 United Fire & Casualty Co 18,900
2,700 United Insurance Companies Inc* 50,963
200 United Wisconsin Services Inc 4,400
1,000 Vesta Insurance Group Inc 54,500
1,200 WR Berkley Corp 64,500
1,000 Washington National Corp 27,625
500 Wellcare Managment Group Inc* 10,750
1,000 Zenith National Insurance Corp 21,375
$2,403,866
LEASING --- 0.0%
500 Oxford Resources Corp* 11,250
900 Renters Choice Inc* 12,375
200 US Xpress Enterprises Inc* 1,450
$25,075
MFTG - CONSUMER PRODS. --- 7.0%
400 AEP Industries Inc 8,800
3,500 Adolph Coors Co 77,438
1,100 American Business Products Inc 31,350
300 American Eagle Outfitters Inc* 1,763
3,800 American Media Inc* 16,150
1,700 Authentic Fitness Corp 35,275
1,900 Banta Corp 83,600
1,300 Bassett Furniture Industries Inc 30,225
1,300 Bowne & Company Inc 26,000
300 Bridgford Foods Corp 3,150
1,500 Brown Group Inc 21,375
5,900 Burlington Industries Inc* 77,438
2,200 CCH Inc 121,550
700 CSS Industries Inc* 15,400
600 Cadmus Communications Corp 16,200
2,800 Calgene Inc* 12,950
1,200 Canandaigua Wine Company Inc* 40,500
900 Catalina Marketing Corp* 56,475
1,400 Champion Enterprises Inc* 43,225
153 Champion Industries Inc 3,481
700 Chic by HIS Inc* 3,850
2,700 Chiquita Brands International Inc 37,125
500 Chromcraft Revington Inc* 13,313
1,600 Church & Dwight Inc 29,600
400 Coca-Cola Bottling Co 14,000
6,500 Collins & Aikman Corp* 43,063
1,900 CompUSA Inc* 59,138
2,200 Cone Mills Corp* 24,750
1,500 Converse Inc* 6,188
500 Crown Crafts Inc 5,750
200 Culbro Corp* 9,825
1,500 Delta Woodside Industries Inc 9,938
1,400 Designs Inc* 9,800
500 Devon Group Inc* 14,531
450 Dimark Inc* 6,525
2,850 Dimon Inc 50,231
1,000 Donnkenny Inc* 18,125
900 Dreyer's Grand Ice Cream Inc 29,925
1,400 Dura Pharmaceuticals Inc* 48,650
900 Duramed Pharmaceuticals Inc* 13,500
1,000 EP Technologies Inc* 14,500
500 Edmark Corp* 15,750
1,300 Ethan Allen Interiors Inc* 26,488
400 Fab Industries Inc 12,750
550 Falcon Products Inc 7,219
68 Farmer Brothers Co 8,976
800 Fibreboard Corp* 17,900
800 Fieldcrest Cannon Inc* 13,300
5,300 Flowers Industries Inc 64,263
1,100 FoodBrands America Inc* 13,200
1,700 Franklin Quest Co* 33,150
1,100 Galey & Lord Inc* 11,825
1,500 Gibson Greetings Inc* 24,000
400 GoodMark Foods Inc 7,100
600 Graphic Industries Inc 7,350
1,000 Guilford Mills Inc 20,375
2,300 Gymboree Corp* 47,438
600 Haggar Corp 10,800
1,150 Harte-Hanks Communications Inc 22,713
2,200 Hartmarx Corp* 9,625
2,300 Herman Miller Inc 69,000
1,300 Houghton Mifflin Co 55,900
2,150 Hudson Foods Inc 37,088
900 Insilco Corp* 28,688
1,700 Interface Inc 28,900
700 International Imaging Materials Inc*
17,675
1,500 International Multifoods Corp 30,188
1,800 Interstate Bakeries Co 40,275
600 J&J Snack Foods Corp* 6,600
2,700 JM Smucker Co 59,400
900 JP Foodservice Inc* 17,550
1,050 Jason Inc* 6,825
2,800 John H Harland Co 58,450
1,200 John Wiley & Sons Inc 39,300
600 Just For Feet Inc* 21,450
1,700 Justin Industries Inc 18,700
1,950 Kellwood Co 39,731
600 Kenneth Cole Productions Inc* 11,250
1,500 Kimball International Inc 37,875
1,400 Kinetic Concepts Inc 16,800
1,200 La-Z-Boy Chair Co 37,050
600 Ladd Furniture Inc 7,875
1,500 Lance Inc 24,563
1,459 Land's End Inc* 19,879
2,700 Levitz Furniture Inc* 9,113
1,600 Lydall Inc* 36,400
1,200 Masland Corp 16,800
1,400 McClatchy Newspapers Inc 32,025
2,400 Meredith Corp 100,500
500 Merrill Corp 8,000
1,100 Michael Foods Inc 12,788
800 Midwest Grain Products Inc 11,200
1,900 Mohawk Industries Inc* 29,688
600 Morningstar Group Inc* 4,800
500 National Presto Industries Inc 19,875
850 Nature's Sunshine Products Inc 21,463
1,100 New England Business Service Inc 24,063
500 Norton McNaughton Inc* 5,563
1,500 O'Sullivan Industries Holdings Inc* 9,938
2,000 Oakwood Homes Corp 76,750
1,000 Oshkosh B'Gosh Inc 17,500
700 Oxford Industries Inc 11,725
500 Penwest Ltd 12,375
400 Performance Food Group Co* 9,500
1,000 Pharmaceutical Marketing Services Inc*
15,125
2,200 Phillips-Van Heusen Corp 21,725
400 Pilgrims Pride Corp 2,750
400 Pillowtex Corp* 4,650
1,400 Playboy Enterprises Inc* 11,725
2,200 Playtex Products Inc* 16,500
400 Plenum Publishing Corp 15,600
1,100 Ply-Gem Industries Inc 17,875
450 Pulitzer Publishing Co 21,488
500 Quicksilver Inc* 17,094
1,500 Riviana Foods Inc 19,875
500 Robert Mondavi Corp* 13,813
2,300 Ross Stores Inc 43,988
1,100 Samsonite Corp* 11,000
650 Sanderson Farms Inc 6,825
2,000 Savannah Foods & Industries Inc 22,750
1,200 Scientific Games Holdings Corp* 45,300
32 Seaboard Corp 8,480
1,100 Smithfield Foods Inc* 34,925
2,300 Sola International Inc* 58,075
800 Starter Corp* 5,600
4,500 Stride Rite Corp 33,750
1,000 The Penn Traffic Co* 15,000
700 The Timberland Co* 13,913
300 Thorn Apple Valley Inc 5,025
1,200 Tiffany & Co 60,450
1,630 Tootsie Roll Industries Inc 64,589
3,800 Topps Company Inc* 19,475
1,300 Triangle Pacific Corp* 22,263
2,700 Tultex Corp* 11,138
700 Unitog Co 16,888
1,000 Universal Forest Products Inc 9,250
2,000 Valassis Communications Inc* 35,000
1,450 WLR Foods Inc 23,925
100 Waverly Inc 4,575
1,600 Western Publishing Group Inc* 12,600
1,700 Westpoint Stevens Inc* 34,105
1,650 Wolverine World Wide Inc 51,975
$3,609,056
MFTG - INDUSTRIAL PRODS --- 15.0%
1,000 ABT Building Products Corp* 14,250
1,900 AK Steel Holding Corp 65,075
1,100 AT Cross Co 16,638
600 Acme Cleveland Corp 11,250
500 Advanced Magnetics Inc* 13,313
300 Ag-Chem Equipment Company Inc* 8,100
900 Agouron Pharmaceutical Inc* 29,475
700 Alamo Group Inc 12,600
2,300 Albany International Corp 41,688
2,300 Alliance Pharmaceutical Corp* 31,338
800 Allied Products Corp 19,200
700 Alltrista Corp* 12,600
1,200 Alpharma Inc 31,350
800 Amcast Industrial Corp 14,600
200 American Filtrona Corp 6,700
200 American Financial Enterprises Inc 4,400
1,100 American Safety Razor Co* 8,663
300 Ameron Inc 11,288
400 Amtrol Inc 6,100
1,900 Amylin Pharmaceuticals Inc* 18,050
1,015 Anthony Industries Inc 23,345
500 Aphton Corp* 5,000
1,000 Applied Power Inc 30,000
1,600 Aptargroup Inc 59,800
7,500 Armco Inc* 44,063
800 Armor All Products Corp 14,500
2,000 Arvin Industries Inc 33,000
700 Astec Industries Inc* 6,913
400 Asyst Technologies Inc* 14,100
2,200 Athena Neurosciences Inc* 26,950
2,100 Autotote Corp* 6,168
1,700 Aviall Inc 15,938
2,300 BMC Industries Inc 53,475
2,200 BWIP Holding Inc 36,300
1,849 Banctec Inc* 34,207
300 Barr Labs Inc* 8,925
2,200 Belden Inc 56,650
4,000 Bio-Technology General Corp* 18,248
500 Biocraft Labs Inc* 6,625
2,600 Birmingham Steel Corp 38,675
400 Blessings Corp 4,150
1,151 Block Drug Inc 39,997
600 Blount International Inc 15,750
1,600 Blyth Industries Inc* 47,200
700 Brenco Inc 7,175
1,500 Brush Wellman Inc 25,875
600 Bush Boake Allen Inc* 16,425
550 Butler Manufacturing Co 21,588
1,500 CMI Corp* 7,688
1,800 COR Therapeutics Inc* 15,075
2,600 Calgon Carbon Corp 31,200
1,700 Calmat Co 31,025
600 Cambrex Corp 24,825
2,200 Camco International Inc 61,600
1,900 Caraustar Industries Inc 38,000
1,300 Carlisle Companies Inc 52,488
1,500 Carpenter Technology Corp 61,688
700 Carrington Laboratories Inc* 21,700
900 Cascade Corp 12,600
1,100 Centex Construction Products Inc* 15,813
2,100 Cephalon Inc* 85,575
500 Chaparral Steel Co 8,375
900 Chase Brass Industries Inc* 11,363
800 Chemed Corp 31,100
600 Citation Corp* 7,200
1,400 Clarcor Inc 28,525
1,000 Cobra Golf Inc* 35,625
1,400 Commercial Intertech Corp 25,375
900 Commonwealth Aluminum Corp 13,950
2,100 Computer Network Technology Corp* 9,450
700 Copley Pharmaceutical Inc* 9,625
1,800 Copytele Inc* 17,325
700 Crosscomm Corp* 7,963
200 Curtiss Wright Corp 10,750
1,300 Cygnus Inc* 29,088
1,500 Cytec Industries Inc* 93,563
1,700 Cytel Corp* 10,413
2,900 Cytogen Corp* 15,225
500 DT Industries Inc 6,750
300 Day Runner Inc* 10,350
2,200 Dexter Corp 51,975
400 Donnelly Corp 5,900
1,750 Duriron Company Inc 40,906
1,600 Dynatech Corp* 27,200
1,500 EKCO Group Inc 8,813
500 Easco Inc 4,313
2,100 Electronics for Imaging Inc* 91,875
100 Embrace Systems Corp* 94
500 Emulex Corp* 5,125
1,000 Energy Ventures Inc* 25,250
1,100 Epitope Inc* 18,150
1,600 Exide Corp 73,400
1,600 FSI International Inc* 32,400
3,700 Fedders Corp 21,275
1,900 First Mississippi Corp 50,350
700 Florida Rock Industries Inc 20,475
1,300 Flow International Corp* 12,188
1,300 Foamex International Inc* 9,588
300 Fossil Inc* 2,513
600 Franklin Electronic Publishers Inc*
17,700
2,597 Fulton Financial Corp 53,888
800 Furon Co 16,000
550 Gasonics International Corp* 7,425
5,000 Gaylord Container Corp* 40,310
600 General Binding Corp 11,850
1,100 Geneva Steel Co* 7,563
1,600 Gerber Scientific Inc 26,000
900 Giant Cement Holding Inc* 10,350
200 Gibraltar Steel Corp* 2,425
2,100 Gilead Sciences Inc* 67,200
300 Gleason Corp 9,750
2,100 Global Industries Technologies Inc*
39,638
650 Gorman Rupp Co 10,075
1,900 Goulds Pumps Inc 47,500
750 Graco Inc 22,875
1,000 Great American Management & Investment Inc*
49,000
1,500 Greenfield Industries Inc 46,875
1,300 Greif Brothers Corp 34,938
2,800 Griffon Corp* 25,200
700 Guardsman Products Inc 9,363
1,300 HB Fuller Co 45,175
1,300 Handy & Harman 21,450
700 Helix Technology Corp 27,650
500 Huntco Inc 7,688
2,802 ICN Pharmaceuticals Inc 53,939
2,300 ICOS Corp* 16,963
1,750 IDEX Corp 71,313
3,300 IDEXX Laboratories Inc* 155,100
700 IGI Inc* 5,775
1,000 IMCO Recycling Inc 24,500
1,600 Immunex Corp* 26,400
600 In Focus Systems Inc* 21,675
550 Inbrand Corp* 9,075
4,600 Interco Inc* 41,400
1,098 Intermagnetics General Corp* 23,058
1,700 Intermet Corp* 17,850
200 International Aluminum Corp 5,750
2,500 Interneuron Pharmaceutical Inc* 63,750
1,800 Iomega Corp* 87,525
1,300 Ionics Inc* 56,550
1,800 Isis Pharmaceuticals Inc* 23,625
1,600 J&L Specialty Steel Inc 30,000
1,200 JLG Industries Inc 35,700
400 Johnson Worldwide Associates Inc* 9,000
900 Kaiser Aluminum Corp* 11,700
1,500 Kaydon Corp 45,563
800 Key Tronics Corp* 6,700
400 Kronos Inc* 19,000
1,800 Kulicke & Soffa Industries Inc* 41,850
400 Kysor Industrial Corp 9,700
3,100 Lawter International Inc 36,038
600 Learonal Inc 13,800
500 Lesco Inc 7,500
1,200 Libbey Inc 27,000
600 Life Technologies Inc 16,350
473 Lifetime Hoan Corp* 4,375
1,698 Ligand Pharmaceuticals Inc* 18,254
1,750 Lilly Industries Inc 22,313
400 Lindsay Manufacturing Co* 15,400
2,700 Liposome Company Inc* 54,000
400 Liqui-Box Corp 11,850
1,100 Lone Star Industries Inc 27,500
1,600 Lone Star Technologies Inc* 17,600
500 Lufkin Industries Inc 11,313
1,300 Lukens Inc 37,375
500 MK Rail Corp* 1,906
200 MacDermid Inc 11,900
4,200 Magma Copper Co* 117,075
1,450 Material Sciences Corp* 21,569
1,100 Matrix Pharmaceuticals Inc* 20,625
800 Matthews International Corp 15,600
600 Maxxim Medical Inc* 10,050
1,300 Maybelline Inc 47,125
600 McGrath Rentcorp 11,400
900 McWhorter Technologies Inc* 13,275
1,000 Medco Research Inc* 10,375
900 Medimmune Inc* 18,000
1,500 Medusa Corp 39,750
900 Mercer International Inc* 18,450
300 Micros Systems Inc* 14,775
700 Mikasa Inc* 9,450
2,100 Minerals Technologies Inc 76,650
1,800 Mississippi Chemical Corp 41,850
640 Mosinee Paper Corp 16,480
1,600 Mueller Industries Inc* 46,800
1,200 Mycogen Corp* 20,400
1,162 Myers Industries Inc 19,028
1,400 NBTY Inc* 6,650
400 NCH Corp 23,100
400 NCI Building Systems Inc* 9,900
975 NN Ball & Roller Inc 17,063
700 Nacco Industries Inc 38,850
600 Nashua Corp 8,175
1,900 National Steel Corp* 24,463
1,000 Network Computing Devices Inc* 7,125
1,700 Network General Corp* 56,738
700 Norand Corp* 8,225
1,100 Nortek Inc* 12,925
1,500 North American Biologicals Inc* 16,125
500 Northfield Laboratories Inc* 9,438
1,900 Northwestern Steel and Wire Co* 15,438
1,300 Noven Pharmaceuticals Inc* 14,625
2,000 Nu-Kote Holding Inc* 34,000
1,100 O'Sullivan Corp 11,413
600 Oil-Dri Corp of America 9,375
2,500 Omega Environmental Inc* 8,438
900 Oneida Ltd 15,863
700 Optical Data Systems Inc* 17,675
1,500 Oregon Steel Mills Inc 21,000
1,175 Organogenesis Inc* 21,591
850 Osmonics Inc* 17,319
1,800 Outboard Marine Corp 36,675
1,000 Paragon Trade Brands Inc* 23,375
800 Park-Ohio Industries Inc* 12,900
1,675 Paxar Corp* 22,194
100 Penn Engineering & Manufacturing Corp
9,700
500 Petrolite Corp 14,250
1,700 Pharmaceutical Resources Inc* 12,750
650 Photronics Inc* 17,388
1,200 Pope & Talbot Inc 15,900
800 Pratt & Lambert Inc 27,900
1,850 Precision Castparts Corp 73,538
1,200 Protein Design Labs Inc* 27,750
400 Puerto Rican Cement Company Inc 13,250
500 Purepac Inc* 2,688
800 Quaker Chemical Corp 10,800
1,200 Quanex Corp 23,250
600 Railtex Inc* 12,600
1,600 Regal-Beloit Corp 34,800
1,600 Regeneron Pharmaceuticals Inc* 20,400
600 Reliance Steel & Aluminum Co 12,450
700 Republic Gypsum Co 9,800
1,700 Rexene Corp* 18,275
300 Robbins & Myers Inc 9,000
1,000 Roberts Pharmaceutical Corp* 17,750
1,000 Robotic Vision Systems Inc* 24,125
2,800 Rock-Tenn Co 45,500
1,400 Roper Industries Inc 51,450
900 Rouge Steel Co 21,375
900 Russ Berrie & Company Inc 11,363
500 SPS Technologies Inc* 26,688
300 Schnitzer Steel Industries Inc 9,150
1,200 SciClone Pharmaceuticals Inc* 6,150
3,300 Scios Nova Inc* 14,230
800 Scotsman Industries Inc 14,100
1,700 Scotts Co* 32,938
600 Sealright Company Inc 6,675
700 Sequa Corp* 21,350
500 Shiloh Corp* 6,063
1,400 Shorewood Packaging Corp* 19,950
250 Simula Inc* 4,688
1,700 Somatogen Inc* 32,088
1,600 Southdown Inc* 31,200
2,200 Spartech Corp 15,400
300 Special Devices Inc* 3,900
1,600 Specialty Equipment Companies Inc* 18,400
1,800 Stac Inc* 25,875
1,100 Standex International Corp 36,025
600 Steel Technologies Inc 5,175
600 Stepan Co 9,975
3,500 Sterling Chemicals Inc* 28,438
800 Stimsonite Corp* 7,600
900 Sturm Ruger Company Inc 24,638
700 Synalloy Corp 14,788
600 Synetic Inc* 17,475
500 Syratech Corp* 10,063
800 Techne Corp* 16,100
1,400 Telxon Corp 31,675
800 Tennant Co 19,100
900 Texas Industries Inc 47,700
700 The Manitowoc Company Inc 21,438
520 The Raymond Corp* 11,830
800 TheraTech Inc* 14,400
700 Thermo Fibertech Inc* 15,838
500 Thermo Power Corp* 6,438
400 Thermo TerraTech Inc* 4,550
1,475 Thomas Nelson Inc 19,175
1,250 Titan Wheel International Inc 20,313
1,100 Toro Co 36,163
500 Tredegar Industries Inc 16,250
300 Tremont Corp* 4,988
1,300 Tseng Labs Inc 12,188
500 Tuscarora Inc 12,125
3,200 Tyco Toys Inc* 14,400
2,000 UNR Industries Inc 17,250
600 Ultralife Batteries Inc* 14,400
900 Ultratech Stepper Inc* 23,175
2,300 Uniroyal Chemical Corp* 18,975
1,000 United States Can Corp* 13,500
1,750 United States Filter Co* 46,594
1,500 Uromed Corp* 19,313
800 Valmont Industries Inc 19,800
1,600 Varco International Inc* 19,200
2,100 Verifone Inc* 60,113
1,300 Vertex Pharmaceuticals Inc* 34,450
1,100 Vivus Inc* 34,375
500 WCI Steel Inc* 2,188
600 WD-40 Co 24,600
1,500 WH Brady Co 40,500
800 Walbro Corp 14,400
3,100 Wang Laboratories Inc* 51,538
2,776 Watson Pharmaceuticals Inc* 136,024
1,900 Watts Industries Inc 44,175
2,110 Wausau Paper Mills Co 57,498
3,400 Weirton Steel Corp* 14,025
1,100 West Inc 25,850
800 Whittaker Corp* 17,400
1,700 Williams Industries Inc* 27,838
1,200 Wolverine Tube Inc* 45,000
2,600 Wyman Gordon Co* 35,750
500 Wynn's International Inc 14,813
1,300 Xircom Inc* 16,088
1,500 Zero Corp 26,625
$7,667,212
MINING --- 0.6%
1,600 AMCOL International Corp 22,800
800 Addington Resources Inc* 11,700
4,500 Amax Gold Inc* 32,625
600 Ashland Coal Inc 12,825
1,100 Cleveland-Cliffs Inc 45,100
1,400 Coeur D'Alene Mines Co 23,975
1,200 Dravo Corp* 14,400
600 FMC Gold Co* 2,475
1,704 Firstmiss Gold Inc* 37,914
4,400 Helca Mining Co* 30,250
500 Maxxam Inc* 17,625
1,200 Royal Gold Inc* 9,450
1,300 Stillwater Mining Co* 25,025
17,700 Sunshine Mining Co* 24,338
100 Thermo Ecotek Corp* 1,675
1,400 Zeigler Coal Holding Co 19,425
$331,602
OIL & GAS --- 3.3%
2,518 BJ Services Company USA* 73,022
900 Belden & Blake Corp* 15,750
2,300 Benton Oil & Gas Co* 34,500
1,400 Berry Petroleum Co 14,175
1,700 Box Energy Corp* 14,663
2,100 Cabot Oil & Gas Corp 30,713
600 Cairn Energy USA Inc* 8,400
750 Chesapeake Energy Corp* 24,938
2,000 Coda Energy Inc* 14,874
1,400 Cross Timbers Oil Co 24,675
600 Crown Central Petroleum Corp* 8,850
2,000 Devon Energy Corp 51,000
600 Dual Drilling Co* 6,825
800 Elcor Corp 17,400
500 Flores & Rucks Inc* 7,250
3,200 Giddings & Lewis Inc 52,800
300 Global Industries Ltd* 9,000
2,700 Global Natural Resources Inc* 28,350
1,000 HS Resources Inc* 12,875
5,100 Harken Energy Corp* 8,925
2,300 Helmerich & Payne Inc 68,425
300 Holly Corp 6,788
300 Hondo Oil & Gas Co* 4,163
2,300 Kelley Oil & Gas Corp* 3,018
700 Louis Dreyfus Natural Gas Corp* 10,588
3,000 Marine Drilling Companies Inc* 15,375
5,900 Mesa Inc* 22,125
7,700 Nabors Industries Inc* 85,663
1,600 Newfield Exploration Co* 43,200
945 Newpark Resources Inc* 21,026
6,475 Noble Drilling Corp* 58,275
700 Nuevo Energy Co* 15,663
2,100 Oceaneering International Inc* 27,038
3,200 Parker & Parsley Petroleum Co 70,400
5,100 Parker Drilling Co* 31,238
1,200 Phoenix Resource Companies Inc 20,700
1,400 Plains Resources Inc* 12,600
1,300 Pool Energy Services Co* 12,350
700 Production Operators Corp 23,100
3,000 Quaker State Corp 37,875
5,600 Reading & Bates Corp* 84,000
7,800 Rowan Companies Inc* 77,025
900 Seitel Inc* 31,838
3,300 Smith International Inc* 77,550
2,400 Snyder Oil Corp 29,100
800 St Mary Land & Exploration Co 11,200
800 Stone Energy Corp* 12,300
700 Tatham Offshore Inc* 788
2,200 Tesoro Petroleum Corp* 18,975
1,300 Texas Meridian Resources Corp* 17,713
900 Tide West Oil Co* 12,038
1,300 Tom Brown Inc* 19,013
1,700 Tuboscope Vetco International Corp* 9,668
2,420 United Meridian Corp* 42,048
1,100 Vintage Petroleum Inc 24,750
2,500 Wainoco Oil Corp* 8,125
4,693 Weatherford Enterra Inc* 135,510
800 Wiser Oil Co 9,600
$1,669,836
OTHER TRANS. SERVICES --- 0.8%
1,900 American Freightways Corp* 19,713
300 Celadon Group Inc* 2,700
1,100 Expeditors International of Washington Inc
28,738
1,384 Fritz Companies Inc* 57,436
700 Frozen Food Express Industries Inc 6,125
5,000 Greyhound Lines Inc* 21,560
1,100 Harper Group Inc 19,525
923 Heartland Express Inc* 18,229
2,100 JB Hunt Transport Services Inc 35,175
200 Knight Transportation Inc* 2,750
1,200 Landstar System Inc* 32,100
800 MS Carriers Inc* 16,000
200 Miller Industries Inc* 4,950
400 Old Dominion Freight Line Inc* 3,200
2,600 Overseas Shipholding Group Inc 49,400
600 Rural/Metro Corp* 13,575
2,000 TNT Freightways Corp 40,250
400 USA Truck Inc* 4,300
1,300 Werner Enterprises Inc 26,325
$402,051
OTHER UTILITIES --- 0.1%
1,900 Envirosource Inc* 5,700
1,500 Sanifill Inc* 50,063
$55,763
RAILROADS --- 0.1%
700 ABC Rail Products Corp* 15,488
300 Florida East Coast Industries Inc 20,475
$35,963
REAL ESTATE --- 3.0%
300 Alexanders Inc* 20,850
2,000 Amresco Inc 25,500
1,000 Apartment Investment & Management Co
19,500
600 Avatar Holdings Inc* 21,000
1,800 Beacon Properties Corp 41,400
1,600 Burnham Pacific Properties Inc 15,400
1,400 CCB Financial Corp 77,700
3,800 CWM Mortgage Holdings Inc 64,600
1,300 Cali Realty Corp 28,438
6,700 Catellus Development Corp* 40,200
800 Charles E Smith Residential Realty Inc
18,900
600 Chateau Properties Inc 13,500
1,800 Crescent Real Estate Equities Inc 61,425
4,100 Debartolo Realty Corp 53,300
1,600 Del Webb Corp 32,200
600 Essex Property Trust Inc 11,550
1,500 Evans Withycombe Residential Inc 32,250
700 Felcor Suite Hotels Inc 19,425
1,500 First Industrial Realty Trust Inc 33,750
400 Forest City Enterprises Inc* 12,950
1,400 Gables Residential Trust 32,025
2,300 General Growth Properties Inc 47,725
1,676 HGI Realty Inc 38,339
1,700 Highwood Properties Inc 48,025
1,100 Insignia Financial Group Inc* 42,350
1,300 Irvine Apartment Communities Inc 25,025
900 JDN Realty Corp 20,138
1,700 Mego Financial Corp* 12,113
1,100 Mid-America Apartment Communities Inc
27,225
1,300 Mills Corp 22,100
1,300 Paragon Group Inc 22,588
1,900 Post Properties Inc 60,563
2,300 Price Enterprises Inc 35,363
800 Prime Residential Inc 14,800
1,100 ROC Communities Inc 26,400
2,100 Realty Income Corp 47,250
1,800 Resource Mortgage Capital Inc 36,000
3,500 Rockefeller Center Properties Inc 26,688
2,400 Spieker Properties Inc 60,300
800 Storage Trust Realty 18,200
800 The Price REIT Inc 22,200
1,200 Trinet Corporate Realty Trust Inc 32,700
2,500 Trustmark Corp 56,875
800 Universal Health Realty Income Trust
14,300
300 Urban Outfitters Inc* 6,975
1,200 Urban Shopping Centers Inc 25,650
1,300 Walden Residential Properties Inc 27,138
1,000 Weeks Corp 25,125
$1,518,018
RETAIL TRADE --- 5.6%
2,600 Americredit Corp* 35,425
2,100 AnnTaylor Stores Corp* 21,525
2,300 Apple South Inc 49,450
2,800 Applebees International Inc 63,700
1,350 Arbor Drugs Inc 28,350
600 Au Bon Pain Inc* 4,950
850 BMC West Corp* 12,538
800 Baby Superstore Inc* 45,600
2,900 Best Products Corporation Inc* 13,775
1,400 Big B Inc 14,000
700 Blair Corp 22,138
400 Boise Cascade Office Products Corp*
17,100
3,400 Bombay Company Inc* 21,675
500 Bon-Ton Stores Inc* 2,500
900 Books-A-Million Inc* 11,588
3,500 Borders Group Inc* 64,750
200 Buckle Inc* 3,550
2,500 Buffets Inc* 34,375
1,400 Burlington Coat Factory Warehouse Corp*
14,350
1,700 CKE Restaurants Inc 27,200
4,300 CML Group Inc 22,038
1,600 Caldor Corp* 5,200
1,500 Carson Pirie Scott & Co* 29,813
2,100 Caseys General Stores Inc 45,938
2,600 Cash America International Inc 14,300
2,200 Cato Corp 17,050
300 Central Tractor Farm and Country Inc*
3,075
8,600 Charming Shoppes Inc 24,725
4,100 Checkers Drive-in Restaurants Inc* 4,227
800 Cheesecake Factory Inc* 17,200
2,200 Circle K Corp* 55,825
1,100 Claire's Stores Inc 19,388
990 Consolidated Products Inc* 14,603
600 Copart Inc* 15,750
148 Dart Group Corp 13,838
500 Delchamps Inc 10,188
500 Discount Auto Parts Inc* 15,563
400 Dollar Tree Stores Inc* 9,900
2,100 Donaldson Company Inc 52,763
400 Duracraft Corp* 10,050
1,800 Duty Free International Inc 28,800
1,700 Eagle Hardware & Garden Inc* 12,750
1,600 Egghead Inc* 10,299
500 Encad Inc* 8,750
1,400 Express Scripts Inc* 71,400
1,300 Fabri-Centers of America Inc* 17,225
3,600 Family Dollar Stores Inc 49,500
1,300 Fays Drug Inc 9,750
4,200 Fingerhut Companies Inc 58,275
500 First Team Sports Inc* 7,625
2,900 Flagstar Companies Inc* 9,063
3,600 Foodmaker Inc* 21,150
2,400 Fred Meyer Inc* 54,000
1,100 Friedmans Inc* 21,175
2,400 Gencorp Inc 29,400
1,881 General Host Corp* 7,524
693 Genovese Drug Stores Inc 7,796
600 Getty Petroleum Corp 8,100
1,200 Good Guys Inc* 10,800
600 Goodys Family Clothing Inc 5,250
2,000 Hancock Fabrics Inc 18,000
4,100 Hanover Direct Inc* 6,404
900 Haverty Furniture Inc 12,488
2,900 Hechinger Co 12,688
900 Hills Stores Co* 8,888
1,900 Hollywood Entertainment Corp* 15,913
5,000 Home Shopping Network Inc* 45,000
900 Hometown Buffet Inc* 9,956
900 IHOP Corp* 23,400
700 Ingles Markets Inc 7,788
2,900 Intelligent Electronics Inc 17,400
1,100 International Dairy Queen Inc* 25,025
1,000 J Baker Inc 5,750
700 Landrys Seafood Restaurant Co* 11,943
1,000 Lechters Corp* 6,437
500 Lillian Vernon Corp 6,688
1,400 Longs Drug Stores Corp 67,025
2,100 Luby's Cafeterias Inc 46,725
2,300 MacFrugal's Bargains-Close-Outs Inc*
32,200
1,600 Michaels Stores Inc* 22,000
2,600 Morrison Restaurants Inc 36,400
3,100 Musicland Stores Corp* 13,175
1,500 NPC International Inc 10,875
1,100 National Media Corp* 23,100
1,500 Neiman Marcus Group Inc 35,250
300 O'Reilly Automotive Inc* 8,700
300 Papa John's International Inc* 12,356
3,700 Payless Cashways Inc* 15,725
800 Petco Animal Supplies Inc* 23,400
1,900 Petrie Stores Corp* 5,225
2,300 Petroleum Heat & Power Co 18,688
3,630 Pier 1 Imports Inc 41,291
700 Proffitts Inc* 18,375
300 Quality Food Centers Inc 6,600
700 Rex Stores Corp* 12,425
600 Rexall Sundown Inc* 13,200
400 Rock Bottom Restaurants Inc* 5,200
2,200 Ruddick Corp 25,300
4,900 Ryan's Family Steak Houses Inc* 34,300
1,000 SPX Corp 15,875
1,050 Sbarro Inc 22,575
9,100 Service Merchandise Company Inc* 45,500
3,100 Shoney's Inc* 31,775
1,600 Shopko Stores Inc 18,000
1,000 Showbiz Pizza Time Inc* 12,125
2,000 Sizzler International Inc 8,500
1,700 Smiths Food & Drug Centers Inc 42,925
1,200 Sonic Corp* 22,800
850 Sportmart Inc* 4,038
1,850 Sports & Recreation Inc* 13,181
600 St John Knits Inc 31,875
1,500 Stant Corp 14,625
800 Stein Mart Inc* 8,800
700 Strawbridge & Clothier 16,800
1,300 Sun Television Appliances Inc 5,363
4,800 Sunglass Hut International Inc* 114,000
400 Syms Corp* 3,000
1,500 TCBY Enterprises Inc 6,000
1,400 TJ International Inc 25,900
1,500 The Dress Barn Inc* 14,813
750 The Mens Wearhouse Inc* 19,313
1,300 The Sports Authority Inc* 26,488
500 Todays Man Inc* 1,500
200 Trak Auto Corp* 3,050
2,280 Triarc Companies Inc* 25,080
575 Uno Restaurant Corp* 3,953
1,000 Value City Department Stores Inc* 6,750
2,700 Valuevision International Inc* 15,017
1,600 Venture Stores Inc 5,400
800 Vicorp Restaurants Inc* 7,800
3,000 Waban Inc* 56,250
1,300 Whole Foods Market Inc* 18,038
1,675 Williams-Sonoma Inc* 30,988
3,000 Zale Corp* 48,375
$2,866,380
SECURITIES & COMMODITIES --- 0.8%
1,100 Alex Brown Inc 46,200
600 BHC Financial Inc 10,800
400 Capital American Financial Corp 9,050
840 Downey Financial Corp 18,375
1,400 Great Financial Corp 32,900
1,050 Inter-Regional Financial Group Inc 26,513
400 Jefferies Group Inc 18,900
900 Leader Financial Corp 33,638
1,300 Legg Mason Inc 35,750
800 McDonald & Co Investments Inc 14,400
1,400 Morgan Keegan Inc 17,675
4,000 Phoenix Duff & Phelps Corp 27,500
1,600 Piper Jaffray Companies Inc 22,000
1,325 Quick & Reilly Group Inc 27,163
1,200 Raymond James Financial Inc 25,350
200 Value Line Inc 7,700
600 Waterhouse Investors Services Inc 14,850
$388,764
TELEPHONE --- 0.2%
1,100 CFW Communications Co 19,388
2,800 Lincoln Telecommunications Co 59,150
400 T-Netix Inc* 4,000
600 Tekelec* 6,300
300 Transaction Network Services Inc* 7,500
$96,338
TRANSPORTATION EQUIPMENT --- 1.5%
1,500 AAR Corp 33,000
800 AO Smith Corp 16,600
2,700 Arctco Inc 35,100
600 Avondale Industries Inc* 8,700
1,500 BE Aerospace Inc* 15,938
2,100 Borg-Warner Automotive Inc 67,200
1,200 Borg-Warner Security Corp* 15,000
1,200 Breed Technologies Inc 22,200
400 Cannondale Corp* 6,350
300 Covenant Transport Inc* 3,600
900 Detroit Diesel Corp* 16,763
400 Durakon Industries Inc* 5,000
800 Excel Industries Inc 11,200
3,200 Federal-Mogul Corp 62,800
1,500 Fruehauf Trailer Corp* 2,625
1,300 Gentex Corp* 28,600
500 Greenbrier Companies Inc 6,063
900 Hayes Wheels International Inc 23,063
1,200 Huffy Corp 12,150
900 Johnstown American Industries Inc* 4,500
2,900 Mascotech Inc 31,538
2,000 Orbital Sciences Corp* 25,500
700 Oshkosh Truck Corp 10,675
1,000 Premisys Communications Inc* 56,000
500 RPC Energy Services Inc* 4,563
3,800 Roadmaster Industries Inc* 9,025
1,700 Rohr Inc* 24,438
1,500 Simpson Industries Inc 13,500
800 Skyline Corp 16,600
900 Spartan Motors Inc 9,900
700 Standard Motor Products Inc 10,500
1,500 Standard Products Co 26,438
1,500 Thiokol Corp 50,813
500 Thor Industries Inc 9,688
520 Varlen Corp 11,180
1,750 Wabash National Corp 38,938
200 West Marine Inc* 6,250
1,300 Winnebago Industries Inc 10,075
$762,073
WATER --- 0.6%
1,300 American Classic Voyager Co 14,138
2,400 American President Companies Ltd 55,200
600 Aquarion Co 15,300
600 California Water Service Co 19,575
600 Consumers Water Co 10,950
600 E'Town Corp 18,075
1,200 Hornbeck Offshore Services Inc* 23,550
600 IWC Resources Corp 12,150
475 International Shipholding Corp 9,856
2,500 Kirby Corp* 40,625
2,600 OMI Corp* 16,900
900 Philadelphia Suburban Corp 18,675
400 Seacor Holdings Inc* 10,800
700 Southern California Water Co 14,175
2,200 United Water Resources Inc 26,400
$306,369
WHOLESALE TRADE - INDL --- 1.1%
900 AM Castle & Co 25,313
1,300 Alliance Entertainment Corp* 12,350
2,310 Barrett Resources Corp* 67,856
1,050 Bearings Inc 30,713
640 Bell Industries Inc* 14,400
700 Bindley Western Industries Inc 11,900
600 Business Records Corp* 23,700
1,200 Castech Aluminum Group* 16,200
1,480 Foxmeyer Health Corp* 39,590
183 Healthdyne Technologies Inc* 2,105
1,000 Hunt Manufacturing Co 17,375
1,700 Isolyser Company Inc* 23,800
700 Lawson Products Inc 17,150
1,350 Microage Inc* 10,969
1,600 Nautica Enterprises Inc* 70,000
1,100 OM Group Inc 36,438
1,000 Patterson Dental Co* 27,000
2,025 Pioneer Standard Electronics Inc 26,831
400 Sodak Gaming Inc* 8,250
2,200 TBC Corp* 18,975
500 TFC Enterprises Inc* 2,813
2,500 Top Source Technologies Inc* 17,500
400 Tractor Supply Co* 7,900
1,100 Wyle Electronics 38,638
$567,766
WHOLESALE TRADE -CONSUMER --- 1.6%
1,000 ACX Technologies Inc* 15,125
1,300 APS Holding Corp* 29,250
2,000 Amerisource Health Corp* 66,000
300 Barnes Group Inc 10,800
400 Central Sprinkler Corp* 14,200
1,133 Commercial Metals Co 28,042
1,200 Compucom Systems Inc* 11,400
400 Congoleum Corp* 4,300
300 Daisytek International Corp* 9,225
1,500 Fisher Scientific International Inc
50,063
1,000 Fort Wayne National Corp 31,500
2,900 Handleman Co 16,675
600 Helene Curtis Industries Inc 18,975
1,138 Herbalife International Inc 9,815
400 Hughes Supply Inc 11,300
1,700 Kaman Corp 18,913
1,100 Kent Electronics Corp* 64,034
2,300 Merisel Inc* 10,063
1,000 Nash Finch Co 18,250
2,550 Owens & Minor Inc 32,513
500 Pec Israel Economic Corp* 12,063
1,200 Rexel Inc* 16,200
2,310 Richfood Holdings Inc 61,793
1,250 Rykoff-Sexton Inc 21,875
1,150 Safeguard Scientifics Inc* 56,925
300 Simpson Manufacturing Company Inc* 4,050
900 Smart & Final Inc 19,125
518 Standard Commercial Corp* 5,115
1,700 Stanhome Inc 49,513
1,000 Super Food Services Inc 13,000
3,100 Tech Data Corp* 46,500
400 Thompson PBE Inc* 5,600
1,100 Univar Corp 11,963
1,000 VWR Scientific Products Corp 13,375
300 Vallen Corp* 5,888
$813,428
TOTAL COMMON STOCK --- 98.5% $50,503,092
(Cost $44,034,023)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 1.5%
759,000 Canadian Imperial Bank of Commerce
759,000
$759,000
TOTAL SHORT-TERM INVESTMENTS --- 1.5% $759,000
(Cost $759,000)
TOTAL SMALL-CAP INDEX PORTFOLIO --- 100.0%
$51,262,092
(Cost $44,793,023)
Maxim Series Fund, Inc.
Small-Cap Value Portfolio
COMMON STOCK
CONSUMER SERVICES --- 3.7%
20,975 Angelica Corp 429,988
13,800 DeVry Inc* 372,600
$802,588
ELECTRONICS - HIGH TECH --- 0.3%
2,100 Dovatron International Inc* 70,875
$70,875
ENVIRONMENTAL SERVICES --- 4.8%
21,500 Rollins Inc 475,688
36,200 Safety-Kleen Corp 565,625
$1,041,313
HOLDING & INVEST. OFFICES --- 2.0%
18,800 Merry Land & Investment Company Inc
444,150
$444,150
INDUSTRIAL SERVICES --- 2.9%
3,800 Omnicom Group Inc 141,550
35,000 Sotheby's Holdings Inc 498,750
$640,300
MFTG - CONSUMER PRODS. --- 22.0%
94,535 American Media Inc 401,774
21,854 Central Newspapers Inc 685,669
42,900 Harte-Hanks Communications Inc 847,275
30,950 Herman Miller Inc 928,500
49,200 Interface Inc 836,400
13,100 Leggett & Platt Inc 317,675
28,800 Russell Corp 799,200
$4,816,493
MFTG - INDUSTRIAL PRODS --- 26.0%
21,700 Armor All Products Corp 393,313
18,850 Ecolab Inc 565,500
21,535 First Brands Corp 1,025,604
30,586 General Binding Corp 604,074
65,900 Interco Inc* 593,100
19,400 Johnson Worldwide Associates Inc* 436,500
10,925 Oil-Dri Corporation of America 170,703
28,007 Sealright Company Inc 311,578
44,881 Shorewood Packaging Corp* 639,554
45,900 Specialty Equipment Companies Inc*
527,850
17,650 Watts Industries Inc 410,363
$5,678,139
REAL ESTATE --- 4.3%
45,615 The Rouse Co 929,406
$929,406
RETAIL TRADE --- 9.7%
35,300 Bob Evans Farms Inc 670,700
21,919 Longs Drug Stores Corp 1,049,372
94,500 Payless Cashways Inc* 401,625
$2,121,697
SECURITIES & COMMODITIES --- 4.8%
56,050 Phoenix Duff & Phelps Corp 385,344
13,650 T Rowe Price & Associates Inc 672,263
$1,057,607
WHOLESALE TRADE - INDL --- 2.0%
24,550 Hunt Manufacturing Co 426,556
$426,556
WHOLESALE TRADE -CONSUMER --- 4.9%
26,599 Bergen Brunswig Corp 661,650
13,750 Stanhome Inc 400,466
$1,062,116
TOTAL COMMON STOCK --- 87.4% $19,091,240
(Cost $18,107,962)
SHORT-TERM INVESTMENTS
CREDIT INSTITUTIONS --- 4.1%
890,000 Ford Motor Credit Co 889,446
$889,446
FOREIGN BANKS --- 4.4%
969,000 Canadian Imperial Bank of Commerce 969,000
$969,000
INDUSTRIAL SERVICES --- 4.1%
900,000 PHH Corp 898,684
$898,684
TOTAL SHORT-TERM INVESTMENTS --- 12.6% $2,757,130
(Cost $2,757,130)
TOTAL SMALL-CAP VALUE PORTFOLIO --- 100.0%
$21,848,370
(Cost $20,865,092)
Maxim Series Fund, Inc.
International Equity Portfolio
BONDS
GERMANY --- 0.1%
MFTG - INDUSTRIAL PRODS --- 0.1%
115,000 Arbed SA 63,875
Convertible Bonds 2.500% July 15, 2003
$63,875
TOTAL GERMANY --- 0.1% $63,875
THAILAND --- 0.2%
REAL ESTATE --- 0.2%
274,000 MDX Public Company Ltd 134,603
Eurodollar Convertible Bonds 4.750% September 17, 2003
$134,603
TOTAL THAILAND --- 0.2% $134,603
UNITED KINGDOM --- 0.8%
ELECTRIC --- 0.8%
275,000 National Power PLC 453,481
Convertible Bonds 6.250% September 23, 2008
$453,481
TOTAL UNITED KINGDOM --- 0.8% $453,481
TOTAL BONDS --- 1.2% $651,959
(Cost $644,394)
COMMON STOCK
ARGENTINA --- 3.3%
CONSUMER SERVICES --- 0.4%
7,970 Central Costanera 239,100
$239,100
OIL & GAS --- 2.0%
47,000 Transportadora de Gas del Sur SA
605,125
22,700 YPF SA 490,888
$1,096,013
TELEPHONE --- 0.8%
16,600 Telefonica de Argentina SA 452,350
$452,350
TOTAL ARGENTINA --- 3.3% $1,787,463
AUSTRALIA --- 4.7%
FOREIGN BANKS --- 2.1%
135,923 Australia & New Zealand Banking Group Ltd
638,008
120,194 Westpac Banking Corporation Ltd 532,884
$1,170,892
MFTG - CONSUMER PRODS. --- 1.5%
367,413 Burns Philip & Company Ltd 822,668
$822,668
MFTG - INDUSTRIAL PRODS --- 1.1%
236,000 Capral Aluminum Ltd 579,335
$579,335
TOTAL AUSTRALIA --- 4.7% $2,572,895
AUSTRIA --- 3.6%
ELECTRIC --- 1.4%
5,600 EVN-Energie Versorgung AG 770,186
$770,186
INDUSTRIAL SERVICES --- 1.0%
4,200 VA Technologie AG 533,847
$533,847
RETAIL TRADE --- 1.2%
16,100 Baumax AG 660,288
$660,288
TOTAL AUSTRIA --- 3.6% $1,964,321
BELGIUM --- 2.0%
MFTG - INDUSTRIAL PRODS --- 1.1%
1,120 Solvay SA 605,115 $605,115
MINING --- 0.9%
7,500 NV Union Miniere SA 502,054
$502,054
TOTAL BELGIUM --- 2.0%
$1,107,169
CANADA --- 3.2%
ELECTRONICS - HIGH TECH --- 1.0%
13,300 Newbridge Networks Corp 550,288
$550,288
FOREIGN BANKS --- 1.2%
21,500 Canadian Imperial Bank of Commerce 640,444
$640,444
INSURANCE --- 0.4%
11,000 London Insurance Group Inc 222,815
$222,815
MFTG - INDUSTRIAL PRODS --- 0.6%
70,000 Primex Forest Products Ltd 320,795
$320,795
TOTAL CANADA --- 3.2% $1,734,342
CHILE --- 1.3%
MFTG - INDUSTRIAL PRODS --- 1.3%
27,300 Madeco SA 737,100
$737,100
TOTAL CHILE --- 1.3% $737,100
CZECH REPUBLIC --- 0.9%
ELECTRIC --- 0.9%
13,200 Ceske Energeticke Zavody AS* 478,736
$478,736
TOTAL CZECH REPUBLIC --- 0.9% $478,736
DENMARK --- 2.5%
CREDIT INSTITUTIONS --- 1.2%
13,600 Unidanmark AS 674,871
$674,871
TELEPHONE --- 1.2%
6,400 Tele Danmark A/S ADR 176,800
9,260 Tele Danmark A/S Class B 506,294
$683,094
TOTAL DENMARK --- 2.5% $1,357,965
EUROPEAN COMMUNITY --- 0.8%
REAL ESTATE --- 0.8%
1,281,500 Filinvest Land Inc* 410,405
$410,405
TOTAL EUROPEAN COMMUNITY --- 0.8% $410,405
FINLAND --- 2.4%
HOLDING & INVEST. OFFICES --- 0.6%
20,050 Amer Group Ltd 313,541
$313,541
MFTG - INDUSTRIAL PRODS --- 1.8%
46,000 Enso-Gutzeit OY 306,172
7,700 Metsa-Serla OY 237,632
27,800 Outokumpu OY 441,778
800 Outokumpu OY - Warrants* 31
$985,613
TOTAL FINLAND --- 2.4% $1,299,154
FRANCE --- 9.5%
ELECTRONICS - HIGH TECH --- 2.1%
4,800 Alcatel Alsthom (Cie Gen El) 414,396
10,465 Alcatel Cable SA 757,527
$1,171,923
FOREIGN BANKS --- 1.4%
16,892 Banque Nationale de Paris 763,014
$763,014
MFTG - INDUSTRIAL PRODS --- 3.3%
900 Ciba-Geigy AG 793,865
21,700 Pechiney International SA 385,598
30,000 Rhone Poulenc Rorer Inc 643,259
$1,822,722
OIL & GAS --- 2.6%
11,025 Compagnie Francaise de Petroleum Total SA
745,085
9,249 Societe Nationale Elf Aquitaine 682,365
$1,427,450
TOTAL FRANCE --- 9.5% $5,185,109
GERMANY --- 3.0%
ELECTRIC --- 1.3%
17,000 Veba AG 729,267
$729,267
MFTG - INDUSTRIAL PRODS --- 1.3%
1,300 Arbed SA* 147,099
2,060 Bayer AG 544,757
$691,856
TRANSPORTATION EQUIPMENT --- 0.4%
7,800 Bremer Vulkan Verbund AG* 217,166 $217,166
TOTAL GERMANY --- 3.0% $1,638,289
HONG KONG --- 4.7%
ELECTRIC --- 0.4%
33,000 Shandong Huaneng Power 222,750
$222,750
HOLDING & INVEST. OFFICES --- 2.7%
34,354 HSBC Holdings PLC 519,849
93,200 Jardine Matheson Holdings Ltd 638,413
100,000 Jardine Strategic Holdings Ltd 306,000
$1,464,262
MFTG - CONSUMER PRODS. --- 1.0%
912,000 Oriental Press Group 277,189
1,116,000 Yue Yuen Industrial Holdings 295,891
$573,080
REAL ESTATE --- 0.5%
47,000 Hutchison Whampoa Ltd 286,307
$286,307
TOTAL HONG KONG --- 4.7% $2,546,399
INDONESIA --- 1.0%
MFTG - CONSUMER PRODS. --- 1.0%
153,000 PT Indo-Rama Synthetics 553,736
$553,736
TOTAL INDONESIA --- 1.0% $553,736
ITALY --- 1.2%
COMMUNICATIONS --- 1.2%
189,000 Stet Societa' Finanziaria Telefonica SPA 386,006
174,000 Telecom Italia SPA 270,915
$656,921
TOTAL ITALY --- 1.2% $656,921
JAPAN --- 2.8%
ELECTRONICS - HIGH TECH --- 2.8%
64,000 Hitachi Ltd 645,263
3,000 Matsushita Electric Industrial Company Ltd 48,860
14,200 Sony Corp 852,124
$1,546,247
TOTAL JAPAN --- 2.8% $1,546,247
MEXICO --- 2.1%
MFTG - CONSUMER PRODS. --- 0.6%
1,549,100 Grupo Herdez SA* 321,690
$321,690
MFTG - INDUSTRIAL PRODS --- 0.7%
27,000 Cementos Paz Del Rio SA* 378,000
$378,000
TELEPHONE --- 0.8%
13,800 Telefonos de Mexico SA 439,875
$439,875
TOTAL MEXICO --- 2.1% $1,139,565
NETHERLANDS --- 5.9%
CREDIT INSTITUTIONS --- 0.9%
7,300 International Nederlanden Group 488,185
$488,185
FOREIGN BANKS --- 1.3%
15,537 ABN Amro Holding NV 708,518
$708,518
INDUSTRIAL SERVICES --- 0.9%
13,914 Koninklijke PTT Nederland NV 506,043
$506,043
MFTG - INDUSTRIAL PRODS --- 1.4%
4,000 Akzo Nobel NV 463,132
11,525 European Vinyls Corporation International NV
299,808
$762,940
TRANSPORTATION EQUIPMENT --- 1.4%
14,900 Koninklijke Nedlloyd NV 338,341
16,000 Koninklijke Pakhoed NV 440,175
$778,516
TOTAL NETHERLANDS --- 5.9% $3,244,202
NEW ZEALAND --- 1.3%
HOLDING & INVEST. OFFICES --- 0.9%
645,000 Brierley Investments Ltd 510,231
$510,231
MFTG - INDUSTRIAL PRODS --- 0.4%
140,000 Fletcher Challenge Ltd 199,529
$199,529
TOTAL NEW ZEALAND --- 1.3% $709,760
NORWAY --- 5.4%
AIR --- 0.9%
42,500 Helikopter Service A/S 517,973
$517,973
MFTG - INDUSTRIAL PRODS --- 2.1%
36,000 Elkem A/S 407,414
28,777 Hafslund Nycomed A/S 731,051
$1,138,465
OIL & GAS --- 1.6%
52,000 Transocean Drilling A/S* 901,249
$901,249
RETAIL TRADE --- 0.7%
30,000 Aker A/S 398,867
$398,867
TOTAL NORWAY --- 5.4% $2,956,554
SINGAPORE --- 0.7%
MFTG - CONSUMER PRODS. --- 0.7%
76,000 Asia Pacific Resource International Holdings Ltd*
361,000
$361,000
TOTAL SINGAPORE --- 0.7% $361,000
SPAIN --- 4.8%
ELECTRIC --- 2.4%
11,000 Empresa Nacional De Electridad SA 622,918
78,200 Iberdrola SA 715,503
$1,338,421
FOREIGN BANKS --- 1.6%
5,010 Banco Intercontinental Espanol SA 487,305
2,000 Banco Popular Espanol SA 368,789
$856,094
TELEPHONE --- 0.8%
30,800 Telefonica de Espana SA 426,522
$426,522
TOTAL SPAIN --- 4.8% $2,621,037
SWEDEN --- 5.8%
FOREIGN BANKS --- 1.7%
20,000 Stadshypotek AB 401,376
25,000 Svenska Handelsbanken Inc 520,582
$921,958
INDUSTRIAL SERVICES --- 1.1%
29,900 Celsius AB 609,081
$609,081
MFTG - INDUSTRIAL PRODS --- 1.2%
12,500 Assidomaen AB 271,608
9,400 Astra AB 373,038
$644,646
TRANSPORTATION EQUIPMENT --- 1.1%
30,400 Volvo AB 623,853
$623,853
WHOLESALE TRADE -CONSUMER --- 0.7%
9,300 Electrolux AB 382,401
$382,401
TOTAL SWEDEN --- 5.8% $3,181,939
SWITZERLAND --- 4.4%
CONSUMER SERVICES --- 1.2%
400 Kuoni Reisenburo Holdings AG 643,087
$643,087
ELECTRONICS - HIGH TECH --- 2.2%
570 BBC Brown Boveri AG 663,770
200 BBC Brown Boveri AG 45,364
830 SMH AG 497,697
$1,206,831
HOLDING & INVEST. OFFICES --- 1.0%
5,500 CS Holding AG 565,199
$565,199
TOTAL SWITZERLAND --- 4.4% $2,415,117
THAILAND --- 0.2%
REAL ESTATE --- 0.2%
87,700 MDX Public Company Ltd 132,303
$132,303
TOTAL THAILAND --- 0.2% $132,303
UNITED KINGDOM --- 4.9%
CONSUMER SERVICES --- 1.0%
10,000 Smithkline Beecham PLC 555,000
$555,000
GAS --- 0.7%
96,700 British Gas PLC 381,335
$381,335
INDUSTRIAL SERVICES --- 1.6%
348,000 Meggitt Holdings PLC 491,663
139,700 Transport Development Group PLC 405,588
$897,251
MFTG - CONSUMER PRODS. --- 1.3%
540,000 Albert Fisher Group PLC 402,422
60,000 News International PLC 285,980
$688,402
RETAIL TRADE --- 0.3%
20,500 Kwik Save Group PLC 160,410
$160,410
TOTAL UNITED KINGDOM --- 4.9% $2,682,398
UNITED STATES --- 1.4%
INSURANCE --- 1.4%
18,600 Ace Ltd 739,350
$739,350
TOTAL UNITED STATES --- 1.4% $739,350
TOTAL COMMON STOCK --- 83.7% $45,759,476
(Cost $42,732,186)
PREFERRED STOCK
BRAZIL --- 0.4%
TELEPHONE --- 0.4%
4,350 Telecomunicacoes Brasileiras SA 206,080
$206,080
TOTAL BRAZIL --- 0.4% $206,080
TOTAL PREFERRED STOCK --- 0.4% $206,080
(Cost $145,402)
SHORT-TERM INVESTMENTS
CANADA --- 5.3%
FOREIGN BANKS --- 5.3%
2,920,000 Canadian Imperial Bank of Commerce
2,920,000
$2,920,000
TOTAL CANADA --- 5.3% $2,920,000
UNITED STATES --- 9.4%
CREDIT INSTITUTIONS --- 5.8%
235,000 AT&T Capital Corp 233,921
2,800,000 Ford Motor Credit Co 2,798,248
124,000 TransAmerica Financial Corp 123,646
$3,155,815
SECURITIES & COMMODITIES --- 3.7%
2,000,000 Merrill Lynch & Company Inc 1,998,711
$1,998,711
TOTAL UNITED STATES --- 9.4% $5,154,526
TOTAL SHORT-TERM INVESTMENTS --- 14.8% $8,074,526
(Cost $8,074,526)
TOTAL INTERNATIONAL EQUITY PORTFOLIO --- 100.0%
$54,692,041
(Cost $51,596,508)
Maxim Series Fund, Inc.
INVESCO ADR Portfolio
COMMON STOCK
AUSTRALIA --- 6.7%
FOREIGN BANKS --- 2.7%
1,600 National Australia Bank Ltd 72,400
$72,400
MFTG - INDUSTRIAL PRODS --- 2.6%
2,400 Amcor Ltd 68,400
$68,400
OTHER TRANS. SERVICES --- 1.3%
1,600 Mayne Nickless Ltd 35,200
$35,200
TOTAL AUSTRALIA --- 6.7% $176,000
BELGIUM --- 0.9%
OIL & GAS --- 0.9%
800 Petrofina SA 24,200
$24,200
TOTAL BELGIUM --- 0.9% $24,200
CHILE --- 0.7%
MFTG - CONSUMER PRODS. --- 0.7%
800 Compania Cervecerias Unidas SA 18,600
$18,600
TOTAL CHILE --- 0.7% $18,600
DENMARK --- 2.3%
MFTG - INDUSTRIAL PRODS --- 2.3%
1,800 Novo-Nordisk AS 61,200
$61,200
TOTAL DENMARK --- 2.3% $61,200
FRANCE --- 7.9%
MFTG - CONSUMER PRODS. --- 3.4%
1,500 Groupe Danone 49,313
1,000 LVMH Moet Hennessy Louis Vuitton Inc 41,875
$91,188
OIL & GAS --- 2.6%
2,000 Total Compagnie Francaise des Petroles SA 68,000
$68,000
SECURITIES & COMMODITIES --- 1.8%
2,000 Societe Generale Paris 48,750
$48,750
TOTAL FRANCE --- 7.9% $207,938
GERMANY --- 6.0%
MFTG - INDUSTRIAL PRODS --- 4.0%
900 BASF AG 40,050
2,500 Bayer AG 65,625
$105,675
OIL & GAS --- 2.0%
1,500 RWE AG 54,000
$54,000
TOTAL GERMANY --- 6.0% $159,675
HONG KONG --- 3.9%
AIR --- 1.4%
5,000 Swire Pacific Ltd 38,125
$38,125
CONSUMER SERVICES --- 0.9%
8,000 South China Morning Post Holdings Ltd 22,960
$22,960
REAL ESTATE --- 1.6%
2,000 Hang Lung Development 16,000
1,600 Wharf Holdings Ltd 26,400
$42,400
TOTAL HONG KONG --- 3.9% $103,485
ITALY --- 1.7%
COMMUNICATIONS --- 1.7%
1,600 Stet Societa Finanziaria Telefonica SPA 44,800
$44,800
TOTAL ITALY --- 1.7% $44,800
JAPAN --- 21.3%
CONSTRUCTION --- 2.0%
400 Sekisui Homes Ltd 51,849
$51,849
CREDIT INSTITUTIONS --- 3.5%
2,200 Toyota Motor Credit Corp 92,950
$92,950
ELECTRONICS - HIGH TECH --- 11.7%
1,200 Fuji Photo Film Company Ltd 69,750
600 Hitachi Ltd 60,300
900 Konica Corp 64,909
400 Matsushita Electric Industrial Company Ltd 65,800
900 TDK Corp 47,250
$308,009
MFTG - CONSUMER PRODS. --- 1.8%
400 Kirin Brewery Company Ltd 47,800
$47,800
RETAIL TRADE --- 2.3%
1,500 Marui Ltd 61,985
$61,985
TOTAL JAPAN --- 21.3% $562,593
MEXICO --- 0.7%
TELEPHONE --- 0.7%
600 Telefonos de Mexico SA 19,125
$19,125
TOTAL MEXICO --- 0.7% $19,125
NETHERLANDS --- 12.9%
FOREIGN BANKS --- 3.5%
2,057 ABN Amro Holding NV 92,565
$92,565
INSURANCE --- 3.3%
2,000 Aegon NV 88,000
$88,000
MFTG - CONSUMER PRODS. --- 5.2%
2,000 Elsevier NV 53,250
600 Unilever NV 84,450
$137,700
MFTG - INDUSTRIAL PRODS --- 0.9%
400 Akzo Nobel NV 23,200
$23,200
TOTAL NETHERLANDS --- 12.9% $341,465
SINGAPORE --- 1.4%
WHOLESALE TRADE - INDL --- 1.4%
12,000 Inchcape Berhad 38,220
$38,220
TOTAL SINGAPORE --- 1.4% $38,220
SPAIN --- 7.9%
ELECTRIC --- 1.1%
500 Empresa Nacional de Electricidad SA 28,625
$28,625
FOREIGN BANKS --- 1.5%
800 Banco Santander SA 39,400
$39,400
OIL & GAS --- 2.5%
2,000 Repsol SA 65,750
$65,750
TELEPHONE --- 2.9%
1,800 Telefonica de Espana SA 75,375
$75,375
TOTAL SPAIN --- 7.9% $209,150
SWITZERLAND --- 8.6%
MFTG - CONSUMER PRODS. --- 2.5%
1,200 Nestle SA 65,850
$65,850
MFTG - INDUSTRIAL PRODS --- 6.1%
2,000 Ciba-Geigy AG 87,500
1,600 Sandoz AG 73,000
$160,500
TOTAL SWITZERLAND --- 8.6% $226,350
UNITED KINGDOM --- 17.0%
ELECTRIC --- 2.9%
1,500 National Power PLC 42,000
1,200 Southern Electric PLC 34,062
$76,062
FOREIGN BANKS --- 2.3%
400 HSBC Holdings PLC 60,534
$60,534
MFTG - CONSUMER PRODS. --- 3.9%
8,000 Associated British Foods Ltd 45,936
9,000 Unigate PLC 57,843
$103,779
MFTG - INDUSTRIAL PRODS --- 2.1%
2,000 Glaxo Wellcome PLC 56,500
$56,500
OIL & GAS --- 3.7%
800 Burmah Castrol PLC 23,400
900 Shell Transport and Trading Co 73,236
$96,636
RETAIL TRADE --- 0.9%
5,000 Tesco PLC 23,225
$23,225
TELEPHONE --- 1.3%
600 British Telecommunications PLC 33,900
$33,900
TOTAL UNITED KINGDOM --- 17.0% $450,636
TOTAL COMMON STOCK --- 100.0% $2,643,437
(Cost $2,346,649)
TOTAL INVESCO ADR PORTFOLIO --- 100.0% $2,643,437
(Cost $2,346,649)
Maxim Series Fund, Inc.
INVESCO Small-Cap Growth Portfolio
COMMON STOCK
COMMUNICATIONS --- 5.5%
2,203 Arch Communications Group Inc* 52,872
4,400 HA-LO Industries Inc* 135,300
2,300 IPC Information Systems Inc* 37,950
2,800 Mobilemedia Corp* 62,300
2,100 Pronet Inc* 61,950
$350,372
CONSUMER SERVICES --- 14.5%
2,015 Biovail Corporation International* 155,659
2,200 Elan Corp PLC* 106,975
2,200 Henry Schein Inc* 64,900
6,119 Horizon/CMS Healthcare Corp* 154,505
2,000 Instent Inc* 30,000
3,300 Lincare Holding Inc* 82,500
800 Myriad Genetics Inc* 26,100
3,600 Omnicare Inc 161,100
3,600 Physician Reliance Network Inc* 143,100
$924,839
CREDIT INSTITUTIONS --- 2.9%
2,300 Zions Bancorp 184,575
$184,575
ELECTRONICS - HIGH TECH --- 22.3%
2,000 Alantec Corp* 116,500
4,700 Aspect Telecommunications Corp* 157,450
2,100 CBT Group PLC* 111,300
2,000 Clarify Inc* 60,000
2,200 Cognos Inc* 98,175
1,600 FORE Systems Inc* 95,200
7,000 Gandalf Technologies Inc* 119,000
2,600 META Software Inc* 43,550
4,200 Macromedia Inc* 219,450
1,835 Madge Networks NV* 82,116
3,000 Metatools Inc* 78,000
2,200 Premenos Technology Corp* 58,025
1,300 Radisys Corp* 15,275
2,200 Saville Systems Ireland PLC* 31,350
4,900 Summit Medical Systems Inc* 105,350
700 Synx Research Inc* 31,675
$1,422,416
INDUSTRIAL SERVICES --- 13.8%
800 APAC Teleservices Inc* 26,700
2,600 Avant Corp* 50,050
1,350 Broadway & Seymour Inc* 21,938
2,180 HBO & Co 167,043
1,200 Medic Computer Systems Inc* 72,600
2,500 PMT Services Inc* 75,625
4,000 Progress Software Corp* 150,000
1,300 Quarterdeck Corp* 35,750
2,800 Quintiles Transnational Corp* 114,800
2,300 Shiva Corp* 167,325
$881,831
INSURANCE --- 3.7%
3,600 Mercury General Corp 171,900
1,500 Orion Capital Corp 65,063
$236,963
MFTG - CONSUMER PRODS. --- 6.7%
2,300 Culbro Corp* 112,988
3,500 EP Technologies Inc* 50,750
3,900 ParExel International Corp* 129,675
2,400 Scientific Games Holdings Corp* 90,600
1,400 Talbots Inc 40,250
$424,263
MFTG - INDUSTRIAL PRODS --- 10.1%
2,700 Agrium Inc 121,500
2,600 Bay Networks Inc* 106,925
3,500 Cephalon Inc* 142,625
2,200 ResMed Inc* 28,600
9,900 Uromed Corp* 127,463
4,100 Verifone Inc* 117,363
$644,476
RETAIL TRADE --- 2.8%
5,600 Boston Chicken Inc* 179,900
$179,900
TRANSPORTATION EQUIPMENT --- 2.8%
2,000 Premisys Communications Inc* 112,000
4,500 Rohr Inc* 64,684
$176,684
TOTAL COMMON STOCK --- 85.1% $5,426,319
(Cost $4,645,778)
SHORT-TERM INVESTMENTS
CREDIT INSTITUTIONS --- 4.4%
280,000 Ford Motor Credit Co 279,826
$279,826
FOREIGN BANKS --- 6.6%
423,000 Canadian Imperial Bank of Commerce 423,000
$423,000
TELEPHONE --- 3.9%
246,000 AT&T Corp 245,615
$245,615
TOTAL SHORT-TERM INVESTMENTS --- 14.9% $948,441
(Cost $948,441)
TOTAL INVESCO SMALL-CAP GROWTH PORTFOLIO --- 100.0%
$6,374,760
(Cost $5,594,219)
Maxim Series Fund, Inc.
Mid-Cap Portfolio
COMMON STOCK
COMMUNICATIONS --- 15.2%
131,025 Arch Communications Group Inc* 3,144,600
107,400 Commnet Cellular Inc* 3,101,175
38,600 Millicom International Cellular SA* 1,177,300
83,875 Mobilemedia Corp* 1,866,219
460,700 Paging Network Inc* 11,229,563
155,650 Pricellular Corp* 2,023,450
$22,542,307
CONSUMER SERVICES --- 18.2%
108,400 CUC International Inc* 3,699,150
123,275 Family Golf Centers Inc* 2,249,769
140,775 HFS Inc* 11,508,356
90,375 Healthsouth Corp* 2,632,172
67,925 Omnicare Inc 3,039,644
285,500 PT Hanjaya Mandala Sampoerna 2,971,845
16,925 Teva Pharmaceutical Industries Ltd 784,897
$26,885,833
CREDIT INSTITUTIONS --- 1.5%
24,350 Credit Acceptance Corp* 505,263
150,150 World Acceptance Corp* 1,689,188
$2,194,451
ELECTRONICS - HIGH TECH --- 2.7%
144,550 Black Box Corp* 2,367,006
18,700 Gulf South Medical Supply Inc* 565,675
34,350 Littelfuse Inc* 1,013,325
825 Pittway Corp 55,894
$4,001,900
GAS --- 0.1%
17,325 NGC Corp 153,759
$153,759
HOLDING & INVEST. OFFICES --- 0.7%
33,584 Kinnevik AB 1,051,527
$1,051,527
INDEPENDENT POWER PROD --- 3.1%
237,725 Trigen Energy Corp 4,635,638
$4,635,638
INDUSTRIAL SERVICES --- 10.3%
98,675 First Data Corp 6,598,891
72,725 Keane Inc* 1,609,041
191,425 Medaphis Corp* 7,082,725
$15,290,657
INSURANCE --- 2.9%
18,550 Oxford Health Plans Inc* 1,370,381
32,500 Progressive Corp 1,588,438
44,700 Protective Life Corp 1,396,875
$4,355,694
MFTG - INDUSTRIAL PRODS --- 15.1%
118,900 Exide Corp 5,454,538
102,375 Minerals Technologies Inc 3,736,688
152,925 RP Scherer International Corp* 7,512,441
95,700 Sealed Air Corp* 2,691,563
164,175 TheraTech Inc* 2,955,150
$22,350,380
RAILROADS --- 3.1%
69,700 Wisconsin Central Transportation Corp* 4,582,775
$4,582,775
REAL ESTATE --- 5.3%
205,125 Insignia Financial Group Inc* 7,897,313
$7,897,313
RETAIL TRADE --- 14.6%
116,400 Autozone Inc* 3,361,050
180,750 General Nutrition Companies Inc* 4,157,250
239,979 JD Wetherspoon PLC 2,391,966
114,525 Lone Star Steakhouse & Saloon Inc* 4,394,897
19,075 O'Reilly Automotive Inc* 553,175
44,725 Papa John's International Inc* 1,842,089
129,525 Petco Animal Supplies Inc* 3,788,606
25,450 Viking Office Products Inc* 1,183,419
$21,672,452
WHOLESALE TRADE -CONSUMER --- 3.1%
206,200 APS Holding Corp* 4,639,500
$4,639,500
TOTAL COMMON STOCK --- 96.1% $142,254,186
(Cost $117,372,211)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 3.9%
5,710,000 Canadian Imperial Bank of Commerce 5,710,000
$5,710,000
TOTAL SHORT-TERM INVESTMENTS --- 3.9% $5,710,000
(Cost $5,710,000)
TOTAL MID-CAP PORTFOLIO --- 100.0% $147,964,186
(Cost $123,082,211)
Maxim Series Fund, Inc.
T.Rowe Price Equity/Income Portfolio
BONDS
COMMUNICATIONS --- 0.3%
30,000 Continental Cablevision 31,500
Senior Debentures 9.000% September 1, 2008
5,500 Time Warner Inc 5,705
Senior Notes 8.750% January 10, 2015
$37,205
INDUSTRIAL SERVICES --- 0.9%
100,000 Liberty Property Trust 102,750
Convertible Bonds 8.000% July 1, 2001
$102,750
MFTG - INDUSTRIAL PRODS --- 0.2%
25,000 Coca-Cola Bottling Company of the Southwest 25,000
Senior Subordinated Notes 9.000% November 15, 2003
$25,000
REAL ESTATE --- 0.9%
100,000 BF Saul Real Estate Investment Trust 102,000
Senior Notes 11.625% April 1, 2002
$102,000
U.S. GOVERNMENTS --- 1.7%
25,000 United States of America 27,801
Treasury Notes 7.250% August 15, 2004
20,000 United States of America 20,756
Treasury Notes 7.375% November 15, 1997
50,000 United States of America 54,313
Treasury Notes 7.750% January 31, 2000
75,000 United States of America 76,242
Treasury Notes 6.625% March 31, 1997
$179,112
TOTAL BONDS --- 4.1% $446,067
(Cost $426,772)
COMMON STOCK
AGENCY --- 2.2%
900 Federal National Mortgage Association 111,713
1,900 Student Loan Marketing Association 125,163
$236,876
COMMUNICATIONS --- 2.0%
300 Comsat Corp 5,588
1,300 Gannett Company Inc 79,788
400 Pacific Telesis Group 13,450
1,600 US West Communications Group 57,200
3,000 US West Media Group* 57,000
$213,026
CONSTRUCTION --- 0.1%
700 McDermott International Inc 15,400
$15,400
CONSUMER SERVICES --- 5.3%
500 Bausch & Lomb Inc 19,813
2,300 Baxter International Inc 96,313
2,800 Eli Lilly & Co 157,500
1,500 H&R Block Inc 60,750
700 Hanson PLC 10,675
4,200 Smithkline Beecham PLC 233,100
$578,151
CREDIT INSTITUTIONS --- 9.4%
3,700 American Express Co 153,088
2,000 Banc One Funding Corp 75,500
1,100 Bankers Trust New York Corp 73,150
250 Brooklyn Bancorp Inc* 10,188
1,100 Chase Manhattan Corp 66,688
1,100 Chemical Banking Corp 64,625
1,100 First Interstate Bancorp 150,150
1,800 JP Morgan & Company Inc 144,450
2,900 Mellon Bank Corp 155,875
1,500 National City Corp 49,688
800 PNC Bank Corp 25,800
1,500 US Bancorp 50,438
$1,019,640
ELECTRIC --- 6.1%
2,000 Baltimore Gas & Electric Co 57,000
4,000 Centerior Energy Corp 35,500
1,787 DQE Inc 54,950
1,300 Dominion Resources Inc 53,625
3,900 Entergy Corp 114,075
800 Florida Progress Corp 28,300
600 General Public Utilities Corp 20,400
3,600 PacifiCorp 76,500
1,600 Pacific Gas & Electric Co 45,400
4,000 SCECorp 71,000
2,000 Southern Co 49,250
1,500 Unicom Corp 49,125
$655,125
ELECTRONICS - HIGH TECH --- 4.4%
1,400 Eastman Kodak Co 93,800
2,300 General Electric Co 165,600
2,900 Honeywell Inc 141,013
1,100 Hubbell Inc 72,325
$472,738
FOREIGN BANKS --- 0.3%
4,100 Skandinaviska Enskilda Banken 34,026
$34,026
FORESTRY --- 1.1%
700 Georgia-Pacific Corp 48,038
2,000 International Paper Co 75,750
$123,788
GAS --- 0.2%
200 Eastern Enterprises 7,050
1,200 TransCanada Pipelines Ltd 16,500
$23,550
HOLDING & INVEST. OFFICES --- 1.1%
19,500 Lonrho PLC 53,284
1,800 Weingarten Realty Investors 68,400
$121,684
INDUSTRIAL SERVICES --- 2.1%
1,000 Deluxe Corp 29,000
1,800 Dun & Bradstreet Corp 116,550
700 EG&G Inc 16,975
600 PHH Corp 28,050
700 Pitney Bowes Inc 32,900
$223,475
INSURANCE --- 2.8%
900 American General Corp 31,388
1,500 Hilb Rogal & Hamilton Co 20,063
800 Loews Corp 62,700
1,700 Provident Companies Inc 57,588
1,600 Travelers Group Inc 100,600
400 Unum Corp 22,000
1,000 Willis Corroon Group PLC 11,625
$305,964
MFTG - CONSUMER PRODS. --- 10.1%
3,300 American Brands Inc 147,263
1,800 Anheuser-Busch Companies Inc 120,375
1,200 Brown-Forman Corp 43,800
900 CPC International Inc 61,763
1,500 General Mills Inc 86,625
1,800 HJ Heinz Co 59,625
800 McGraw-Hill Companies Inc 69,700
2,150 Philip Morris Companies Inc 194,575
1,800 Quaker Oats Co 62,100
800 RJR Nabisco Holdings Corp 24,700
400 Readers Digest Association Inc Class A 20,500
500 Readers Digest Association Inc Class B 23,625
1,800 Sara Lee Corp 57,375
2,300 UST Inc 76,763
300 Unilever NV 42,225 MFTG - INDUSTRIAL PRODS
- --- 14.1%
1,600 American Home Products Corp 155,200
2,000 Betz Laboratories Inc 82,000
300 Clorox Co 21,488
1,311 Cooper Industries Inc 48,179
2,700 Corning Inc 86,400
2,100 EI DuPont De Nemours & Co 146,738
1,600 Kimberly-Clark Corp 132,400
2,000 Lubrizol Corp 55,750
1,650 Minnesota Mining & Manufacturing Co 109,313
700 Monsanto Co 85,750
4,712 Pharmacia & Upjohn Inc 182,590
1,200 Schering-Plough Corp 65,700
1,600 Tambrands Inc 76,400
2,350 USX-Marathon Group 45,825
1,800 Union Camp Corp 85,725
1,500 Warner-Lambert Co 145,688
200 Witco Corp 5,850
$1,530,996
MINING --- 0.7%
1,586 Newmont Mining Corp 71,767
$71,767
OIL & GAS --- 9.9%
2,000 Atlantic Richfield Co 221,500
1,000 British Petroleum PLC 102,125
1,350 Chevron Corp 70,875
537 Cooper Cameron Corp* 19,064
2,300 Exxon Corp 184,288
800 Mobil Corp 89,600
700 Pennzoil Co 29,575
1,000 Royal Dutch Petroleum Co 141,125
1,391 Sun Company Inc 38,079
2,200 Texaco Inc 172,700
$1,068,931
OTHER TRANS. SERVICES --- 0.3%
1,000 Alexander & Baldwin Inc 23,000
300 General American Transportation Corp 14,588
$37,588
RAILROADS --- 1.2%
700 Conrail Inc 49,000
1,150 Union Pacific Corp 75,900
$124,900
REAL ESTATE --- 1.5%
3,200 Debartolo Realty Corp 41,600
2,700 General Growth Properties Inc 56,025
2,800 Simon Property Group Inc 68,250
$165,875
RETAIL TRADE --- 2.4%
600 Dayton Hudson Corp 45,000
400 Genuine Parts Co 16,400
250 Hancock Fabrics Inc 2,250
2,000 JC Penney & Company Inc 95,250
900 May Department Stores Co 38,025
1,500 Sears Roebuck & Co 58,500
$255,425
TELEPHONE --- 3.9%
2,500 Alltel Corp 73,750
1,300 BCE Inc 44,850
1,000 Bell Atlantic Corp 66,875
1,200 Bellsouth Corp 52,200
3,200 GTE Corp 140,800
1,200 Southern New England Telecommunications Corp
47,700
$426,175
TRANSPORTATION EQUIPMENT --- 1.0%
1,100 Eaton Corp 58,974
600 TRW Inc 46,500
$105,474
WHOLESALE TRADE -CONSUMER --- 0.2%
500 Fleming Companies Inc 10,313
200 Helene Curtis Industries Inc 6,325
$16,638
TOTAL COMMON STOCK --- 82.4% $8,918,226
(Cost $7,587,750)
SHORT-TERM INVESTMENTS
CREDIT INSTITUTIONS --- 4.2%
450,000 Ford Motor Credit Co 449,720
$449,720
FOREIGN BANKS --- 4.7%
511,000 Canadian Imperial Bank of Commerce 511,000
$511,000
INDUSTRIAL SERVICES --- 4.6%
500,000 PHH Corp 499,269
$499,269
TOTAL SHORT-TERM INVESTMENTS --- 13.5% $1,459,989
(Cost $1,459,989)
TOTAL T.ROWE PRICE EQUITY/INCOME PORTFOLIO --- 100.0%
$10,824,282
(Cost $9,474,511)
Maxim Series Fund, Inc.
Foreign Equity Portfolio
COMMON STOCK
AUSTRALIA --- 4.2%
FOREIGN BANKS --- 0.6%
26,200 Advanced Bank of Australia Ltd 210,099
22,900 National Australia Bank Ltd 206,122
$416,221
INDUSTRIAL SERVICES --- 0.2%
30,300 Mayne Nickless Ltd 135,238
$135,238
INSURANCE --- 0.3%
13,850 Lend Lease Corporation Ltd 200,904
$200,904
MFTG - CONSUMER PRODS. --- 0.6%
71,000 John Fairfax Holdings Ltd 147,884
42,000 News Corporation Ltd 224,325
$372,209
MFTG - INDUSTRIAL PRODS --- 0.6%
13,800 Amcor Ltd 97,523
80,200 CSR Ltd 261,308
$358,831
MINING --- 1.7%
18,460 Broken Hill Proprietary Company Ltd 260,909
145,800 Normandy Mining Ltd 211,493
71,400 North Ltd 199,174
65,300 QNI Ltd 137,954
46,900 WMC Ltd 301,433
$1,110,963
RETAIL TRADE --- 0.1%
37,150 Woolworths Ltd 89,538
$89,538
TOTAL AUSTRALIA --- 4.2% $2,683,904
FINLAND --- 1.9%
ELECTRONICS - HIGH TECH --- 0.9%
14,600 Nokia AB 574,988
$574,988
MFTG - CONSUMER PRODS. --- 0.7%
11,150 Cultor OY 462,229
$462,229
MFTG - INDUSTRIAL PRODS --- 0.3%
7,900 Kymmene OY 209,235
$209,235
TOTAL FINLAND --- 1.9% $1,246,452
GERMANY --- 5.7%
ELECTRIC --- 1.1%
16,320 Veba AG 700,096
$700,096
MFTG - CONSUMER PRODS. --- 0.6%
6,850 Adidas AG* 362,290
$362,290
MFTG - INDUSTRIAL PRODS --- 4.1%
2,100 Hoechst AG 572,207
2,960 Mannesmann AG 944,478
6,200 SGL Carbon AG* 485,153
1,150 Siemens AG 633,131
$2,634,969
TOTAL GERMANY --- 5.7% $3,697,355
ITALY --- 4.9%
CREDIT INSTITUTIONS --- 0.7%
365,300 Credito Italiano 425,999
$425,999
ELECTRONICS - HIGH TECH --- 0.9%
686,250 Olivetti* 550,678
$550,678
FOREIGN BANKS --- 0.4%
198,800 Banca Fideuram SPA 229,953
$229,953
INSURANCE --- 0.7%
73,100 Riunione Adriatica di Sicurta SPA 449,042
$449,042
MFTG - INDUSTRIAL PRODS --- 0.5%
58,900 Burgo (Cartiere) SPA 294,240
$294,240
OIL & GAS --- 1.1%
32,700 Edison SPA 140,991
108,000 Ente Nazionale Idrocarburi SPA* 377,837
88,250 Saipem SPA 203,602
$722,430
RETAIL TRADE --- 0.2%
57,050 Unicem SPA 144,927
$144,927
TELEPHONE --- 0.5%
313,600 Telecom Italia Mobile SPA 330,126
$330,126
TOTAL ITALY --- 4.9% $3,147,395
JAPAN --- 34.7%
ELECTRONICS - HIGH TECH --- 4.5%
30,000 Canon Inc 543,859
46,000 Matsushita Electric Industrial Company Ltd749,188
26,000 Nippondenso Company Ltd 486,468
19,000 Sony Corp 1,140,165
$2,919,680
FOREIGN BANKS --- 10.2%
79,000 Asahi Bank Ltd 995,621
26,000 Bank of Tokyo 456,221
43,000 Fuji Bank Ltd 950,445
42,000 Mitsubishi Bank 989,417
39,000 Sakura Bank Ltd 495,290
39,000 Sanwa Bank Ltd 793,976
47,000 Sumitomo Bank 997,851
65,000 Tokai Bank 907,401
$6,586,222
INDUSTRIAL SERVICES --- 0.6%
42,000 Okumura 382,737
$382,737
INSURANCE --- 0.0%
3,000 Sumitomo Marine & Fire Insurance Co 24,663
$24,663
MFTG - CONSUMER PRODS. --- 2.4%
39,000 Dai Nippon Printing Company Ltd 661,647
30,000 Kirin Brewery Company Ltd 354,817
31,000 Onward Kashiyama Company Ltd 504,887
$1,521,351
MFTG - INDUSTRIAL PRODS --- 7.3%
41,000 Asahi Glass Company Ltd 457,094
116,000 Ishikawajima-Harima Heavy Industries 489,182
2,000 Kawasaki Steel Corp 6,980
68,000 Mitsubishi Chemical Corp 330,930
42,000 Mitsubishi Heavy Industries Ltd 335,099
166,000 Nippon Steel Co 569,685
39,000 Ricoh Corporation Ltd 427,235
55,410 Sumitomo Rubber Industries Ltd 463,041
14,000 Toto Ltd 195,440
45,000 Yakult Honsha 615,113
37,000 Yamanouchi Pharmaceutical 796,303
$4,686,102
RAILROADS --- 1.6%
108 East Japan Railway Co 525,595
75,000 Odakyu Electric Railway 512,595
$1,038,190
REAL ESTATE --- 1.5%
39,000 Mitsui Fudosan 480,167
66,000 Sumitomo Realty & Development 467,079
$947,246
RETAIL TRADE --- 2.6%
30,000 Isetan Co 494,417
76,000 Mitsukoshi Ltd 714,676
29,000 Takashimaya Co 463,880
$1,672,973
SECURITIES & COMMODITIES --- 1.4%
22,000 Daiwa Securities Company Ltd 336,979
26,000 Nomura Securities Company Ltd 567,126
$904,105
TELEPHONE --- 0.3%
20 Nippon Telegraph & Telephone Corp 165,135
$165,135
TRANSPORTATION EQUIPMENT --- 1.0%
30,000 Honda Motor Co 619,476
$619,476
WHOLESALE TRADE - INDL --- 1.3%
40,000 Mitsubishi Corp 492,479
38,000 Mitsui & Co 333,761
$826,240
TOTAL JAPAN --- 34.7% $22,294,120
NETHERLANDS --- 4.9%
ELECTRONICS - HIGH TECH --- 1.2%
22,100 Philips Electronics NV 799,626
$799,626
HOLDING & INVEST. OFFICES --- 1.5%
14,250 Fortis Amev NV 955,630
$955,630
MFTG - CONSUMER PRODS. --- 0.5%
4,250 Nutricia Verenigde Bedrijven NV 344,136
$344,136
MFTG - INDUSTRIAL PRODS --- 1.6%
7,300 Akzo Nobel NV 845,215
10,850 NV Koninklijke Sphinx Gustavsberg 209,825
$1,055,040
TOTAL NETHERLANDS --- 4.9% $3,154,432
NORWAY --- 1.5%
CONSTRUCTION --- 0.4%
7,150 Kvaerner AS 253,502
$253,502
FORESTRY --- 0.6%
14,400 Norske Skogindustrier AS 398,867
$398,867
MFTG - CONSUMER PRODS. --- 0.5%
25,000 Schibsted AS 340,303
$340,303
TOTAL NORWAY --- 1.5% $992,672
SPAIN --- 5.5%
ELECTRIC --- 1.8%
147,000 Compania Sevillana de Electricidad 1,141,431
$1,141,431
FOREIGN BANKS --- 1.1%
14,200 Banco Santander SA 712,832
$712,832
MFTG - INDUSTRIAL PRODS --- 1.1%
7,280 Acerinox SA 736,305
$736,305
OTHER UTILITIES --- 1.4%
5,950 Gas Natural SDG 926,959
$926,959
TOTAL SPAIN --- 5.5% $3,517,527
SWITZERLAND --- 5.6%
INSURANCE --- 1.7%
3,715 Zurich Versicherungsgesellschaft 1,113,822
$1,113,822
MFTG - INDUSTRIAL PRODS --- 3.8%
1,091 Alusuisse-Lonza Holding AG 866,580
151 Roche Holding AG 1,197,423
439 Sandoz AG 402,871
$2,466,874
TOTAL SWITZERLAND --- 5.6% $3,580,696
UNITED KINGDOM --- 26.9%
AIR --- 0.6%
57,750 British Airways PLC 417,816
$417,816
COMMUNICATIONS --- 1.3%
69,200 British Sky Broadcasting Group PLC 437,268
154,850 TeleWest PLC* 372,640
$809,908
CONSUMER SERVICES --- 3.3%
321,050 Ladbroke Group PLC 732,718
66,800 Smithkline Beecham PLC 736,345
27,790 Thorn EMI PLC 654,517
$2,123,580
ELECTRONICS - HIGH TECH --- 0.9%
102,500 General Electric Co PLC 564,936
$564,936
FOREIGN BANKS --- 1.5%
27,000 Barclays PLC 309,781
132,902 Lloyds TSB Group PLC 682,975
$992,756
HOLDING & INVEST. OFFICES --- 0.8%
119,950 Tomkins PLC 525,165
$525,165
INSURANCE --- 1.3%
48,800 Commercial Union PLC 475,802
54,500 Prudential Corporation PLC 351,149
$826,951
MFTG - CONSUMER PRODS. --- 6.9%
417,800 ASDA Group PLC 720,009
96,150 BAT Industries PLC 847,899
99,650 Compass Group PLC 758,089
55,400 Pearson PLC 536,712
61,650 Reed International PLC 939,921
75,050 United News & Media PLC 646,681
$4,449,311
MFTG - INDUSTRIAL PRODS --- 5.6%
59,800 British Aerospace PLC 739,957
209,200 Caradon PLC 636,597
93,300 Courtaulds PLC 589,553
72,350 Glaxo Wellcome PLC 1,027,795
89,000 TI Group PLC 634,234
$3,628,136
OIL & GAS --- 0.8%
39,060 Shell Transport & Trading Co PLC 516,676
$516,676
REAL ESTATE --- 0.5%
142,800 Pillar Property Investments PLC 317,038
$317,038
RETAIL TRADE --- 2.4%
59,000 Bass PLC 658,609
167,900 Burton Group PLC 351,910
105,400 Williams Holdings PLC 536,737
$1,547,256
TELEPHONE --- 0.9%
101,500 British Telecommunications PLC 557,806
$557,806
TOTAL UNITED KINGDOM --- 26.9% $17,277,335
TOTAL COMMON STOCK --- 95.8% $61,591,888
(Cost $57,190,096)
PREFERRED STOCK
GERMANY --- 0.5%
MFTG - CONSUMER PRODS. --- 0.5%
350 Hugo Boss AG 291,238
$291,238
TOTAL GERMANY --- 0.5% $291,238
TOTAL PREFERRED STOCK --- 0.5% $291,238
(Cost $281,241)
SHORT-TERM INVESTMENTS
CANADA --- 3.8%
FOREIGN BANKS --- 3.8%
2,422,000 Canadian Imperial Bank of Commerce 2,422,000
$2,422,000
TOTAL CANADA --- 3.8% $2,422,000
TOTAL SHORT-TERM INVESTMENTS --- 3.8% $2,422,000
(Cost $2,422,000)
TOTAL FOREIGN EQUITY PORTFOLIO --- 100.0% $64,305,126
(Cost $59,893,337)
Maxim Series Fund, Inc.
Growth Index Portfolio
COMMON STOCK
AGENCY --- 1.5%
2,400 Federal Home Loan Mortgage Corp 200,400
3,700 Federal National Mortgage Association
459,263
100 Student Loan Marketing Association 6,588
$666,251
AGRICULTURE --- 0.0%
100 Agco Corp 5,100
$5,100
AIR --- 0.2%
400 Atlantic Southeast Airlines Inc 8,600
2,200 Southwest Airlines Co 51,150
25 UAL Corp* 4,463
400 Valujet Inc* 9,900
$74,113
COMMUNICATIONS --- 7.3%
600 AH Belo Corp 20,850
21,200 AT&T Corp 1,372,700
8,400 Airtouch Communications Inc* 237,300
850 Cabletron Systems Inc* 68,850
200 Cablevision Systems Corp* 10,850
2,100 Capital Cities/ABC Inc 259,088
400 Cascade Communications Corp* 34,100
400 Clear Channel Communications Inc* 17,650
4,100 Comcast Corp 74,567
600 Cox Communications Inc* 11,700
2,400 Gannett Company Inc 147,300
940 Gaylord Entertainment Co 26,085
1,050 Infinity Broadcasting Corp* 39,113
200 LIN Television Corp* 5,950
25 MFS Communications Company Inc* 1,331
900 Mobile Telecommunications Technologies Corp*
19,238
1,200 New World Communications Group Inc*
21,000
1,700 Paging Network Inc* 41,438
700 Qualcomm Inc* 30,100
10,990 Tele-Communications Inc* 218,426
1,947 Tele-Communications Inc - Liberty Media
Group* 52,326
400 Telephone & Data Systems Inc 15,800
5,700 Time Warner Inc 215,888
1,800 Turner Broadcasting Systems Inc 46,800
6,600 US West Media Group* 125,400
550 Vanguard Cellular Systems Inc* 11,138
2,690 Worldcom Inc* 94,823
$3,219,811
CONSTRUCTION --- 0.1%
1,093 Clayton Homes Inc 23,363
$23,363
CONSUMER SERVICES --- 13.7%
400 Allergan Inc 13,000
4,500 Amgen Inc* 267,188
200 Bausch & Lomb Inc 7,925
200 Becton Dickinson & Co 15,000
700 Beverly Enterprises Inc* 7,438
600 Biogen Inc* 36,900
1,900 Biomet Inc* 33,963
500 Boyd Gaming Corp* 5,813
3,900 Bristol-Myers Squibb Co 334,913
900 CR Bard Inc 29,025
3,000 CUC International Inc* 102,375
1,400 Caremark International Inc 25,375
1,700 Circus Circus Enterprises Inc* 47,388
7,568 Columbia/HCA Healthcare Corp 384,076
300 Cordis Corp* 30,150
600 Eckerd Corp* 26,775
3,700 Eli Lilly & Co 208,125
300 FHP International Corp* 8,550
800 Forest Laboratories Inc* 36,200
500 Genzyme Corp* 31,188
1,800 H&R Block Inc 72,900
800 HFS Inc* 65,400
1,750 Harrah's Entertainment Inc* 42,438
500 Health Care & Retirement Corp* 17,500
1,150 Health Management Associates Inc* 30,044
600 Health Systems International Inc* 19,275
600 HealthCare Compare Corp* 26,100
1,600 Healthsouth Corp* 46,600
300 Hilton Hotels Corp 18,450
2,700 Humana Inc* 73,913
1,600 ITT Corp* 84,800
1,700 Ivax Corp 48,450
10,900 Johnson & Johnson 933,313
400 King World Productions Inc* 15,550
650 La Quinta Inns Inc 17,794
1,400 Laboratory Corp of America* 13,125
248 MGM Grand Inc* 5,704
800 Manor Care Inc 28,000
2,100 Marriott International Inc 80,325
3,900 Medtronic Inc 217,913
20,900 Merck & Company Inc 1,374,175
800 Mid Atlantic Medical Services Inc* 19,400
1,500 Mirage Resorts Inc* 51,750
400 Pacificare Health Systems Inc* 34,800
725 Promus Hotel Corp* 16,131
800 Quorum Health Group Inc* 17,600
1,400 Service Corporation International 61,600
1,150 St Jude Medical Inc* 49,450
600 Stryker Corp* 31,500
500 Surgical Care Affiliates Inc 17,000
300 Tenet Healthcare Corp* 6,225
8,800 The Walt Disney Co 519,200
2,650 US Healthcare Inc 123,225
2,200 United Healthcare Corp 144,100
500 United States Surgical Corp 10,688
680 Vencor Inc* 22,100
200 Wellpoint Health Networks Inc* 6,425
1,800 Whitman Corp 41,850
$6,056,180
CREDIT INSTITUTIONS --- 1.7%
600 Advanta Corp 22,950
6,500 American Express Co 268,938
400 Banc One Funding Corp 15,100
45 Beneficial Corp 2,098
100 Capital One Financial Corp 2,388
300 Credit Acceptance Corp* 6,225
200 Equitable of Iowa Cos 6,425
700 Fifth Third Bancorp 51,275
900 First USA Inc 39,938
2,300 Green Tree Financial Corp 60,663
800 Household International Inc 47,300
2,200 MBNA Corp 81,125
2,450 Mercury Finance Co 32,463
2,300 Norwest Corp 75,900
400 State Street Boston Corp 18,000
1,200 Synovus Financial Corp 34,200
30 Wells Fargo & Co 6,480
$771,468
ELECTRIC --- 0.0%
903 AES Corp* 21,559
$21,559
ELECTRONICS - HIGH TECH --- 17.8%
3,700 AMP Inc 141,988
900 Adaptec Inc* 36,900
1,000 Adobe Systems Inc 62,000
200 Adtran Inc* 10,862
900 Advanced Micro Devices Inc 14,850
1,300 American Power Conversion Corp* 12,350
500 Amphenol Corp* 12,125
1,300 Analog Devices Inc* 45,988
700 Andrew Corp* 26,775
600 Apple Computer Inc 19,125
3,000 Applied Materials Inc* 118,125
100 Arrow International Inc 3,975
700 Ascend Communications Inc* 56,788
1,300 Atmel Corp* 29,088
200 Avnet Inc 8,950
100 Beckman Instruments Inc 3,538
800 Black & Decker Corp 28,200
1,500 Boston Scientific Corp* 73,500
1,000 Cirrus Logic Inc* 19,750
4,600 Cisco Systems Inc* 343,275
800 Coltec Industries Inc* 9,300
4,500 Compaq Computer Corp* 216,000
1,400 Cypress Semiconductor Corp* 17,850
1,900 DSC Communications Corp* 70,063
1,100 Dell Computer Corp* 38,088
300 Dentsply International Inc 12,000
400 Diebold Inc 22,150
2,000 Duracell International Inc 103,500
5,200 Eastman Kodak Co 348,400
2,200 Emerson Electric Co 179,850
733 Federal Signal Corp 18,966
160 Gateway 2000 Inc* 3,920
28,200 General Electric Co 2,030,400
2,100 General Instrument Corp* 49,088
400 General Signal Corp 12,950
625 Glenayre Technologies Inc* 38,906
6,700 Hewlett-Packard Co 561,125
200 Honeywell Inc 9,725
210 Hubbell Inc 13,808
1,300 Integrated Device Technology Inc* 16,738
13,900 Intel Corp 788,825
2,200 International Game Technology 23,925
100 Johnson Controls Inc 6,875
900 KLA Instruments Corp* 23,456
600 Kemet Corp* 14,325
400 Keystone International Inc 8,000
400 Komag Inc* 18,450
1,400 LCI International Inc* 28,700
2,200 LSI Logic Corp* 72,050
500 Lam Research Corp* 22,875
1,200 Linear Technology Corp 47,100
300 Loral Corp 10,613
100 Mark IV Industries Inc 1,975
1,000 Maxim Integrated Products Inc* 38,500
900 Mentor Graphics Corp* 16,425
2,700 Micron Technology Inc 106,988
1,418 Molex Inc 45,022
10,000 Motorola Inc 570,000
1,800 National Semiconductor Corp* 40,050
5,500 Novell Inc* 78,375
700 Perkin-Elmer Corp 26,425
200 Presstek Inc* 18,900
800 Quantum Corp* 12,900
700 Read-Rite Corp* 16,275
1,300 Scientific-Atlanta Inc 19,500
500 Seagate Technology Inc* 23,750
1,200 Sensormatic Electronics Corp 20,850
2,700 Silicon Graphics Inc* 74,250
700 Solectron Corp* 30,888
500 Stratacom Inc* 36,750
2,900 Sun Microsystems Inc* 132,313
400 Symbol Technologies Inc* 15,800
200 Tektronix Inc 9,825
700 Teledyne Inc 17,938
1,300 Tellabs Inc* 48,100
400 Tencor Instruments* 9,750
1,100 Teradyne Inc* 27,500
3,200 Texas Instruments Inc 165,600
1,500 Thermo Electron Corp* 78,000
216 Thermo Instrument Systems Inc* 7,290
20 Thomas & Betts Corp 1,475
580 US Robotics Corp* 50,895
700 VLSI Technology Inc* 12,688
500 Varian Associates Inc 23,875
500 Vicor Corp* 10,000
820 Vishay Intertechnology Inc* 25,830
600 WW Grainger Inc 39,750
440 Xerox Corp 60,280
1,200 Xilinx Inc* 36,600
700 York International Corp 32,900
$7,890,405
ENVIRONMENTAL SERVICES --- 0.8%
3,600 Browning-Ferris Industries Inc 106,200
400 Rollins Inc 8,850
600 Safety-Kleen Corp 9,375
7,600 WMX Technologies Inc 227,050
$351,475
FORESTRY --- 0.0%
300 International Paper Co 11,363
$11,363
GAS --- 0.4%
3,700 Enron Corp 141,063
600 Pogo Producing Co 16,950
100 Sonat Inc 3,563
300 Tenneco Inc 14,888
300 Valero Energy Corp 7,350
100 Williams Companies Inc 4,388
$188,202
HIGHWAYS --- 0.0%
40 Roadway Services Inc 1,955
$1,955
HOLDING & INVEST. OFFICES --- 0.2%
200 Finova Group Inc 9,650
500 Health Care Property Investors Inc 17,563
300 Hibernia Corp 3,225
22 Kimco Realty Corp 600
900 MGIC Investment Corp 48,825
400 TIG Holdings Inc 11,400
$91,263
INDEPENDENT POWER PROD --- 0.1%
600 California Energy Company Inc* 11,700
900 Wheelabrator Technologies Inc 15,075
$26,775
INDUSTRIAL SERVICES --- 6.4%
500 Acclaim Entertainment Inc* 6,188
150 Alliance Semiconductor Corp* 1,744
700 Altera Corp* 34,825
800 America Online Inc* 30,000
700 Arrow Electronics Inc* 30,188
800 Autodesk Inc 27,400
2,400 Automatic Data Processing Inc 178,200
900 BMC Software Inc* 38,475
300 Broderbund Software Inc* 18,225
900 Cadence Design Systems Inc* 37,800
700 Ceridian Corp* 28,875
400 Cerner Corp* 8,200
500 Cintas Corp 22,250
3,100 Computer Associates International Inc 176,313
900 Computer Sciences Corp* 63,225
500 Compuware Corp* 9,250
300 Deluxe Corp 8,700
1,500 Dun & Bradstreet Corp 97,125
800 Electronic Arts Inc* 20,900
2,700 Equifax Inc 57,713
3,285 First Data Corp 219,684
700 Fiserv Inc* 21,000
300 Flightsafety International Inc 15,075
1,400 Fluor Corp 92,400
700 Foster Wheeler Corp 29,750
600 Gtech Holdings Corp* 15,600
600 HBO & Co 45,975
2,300 Informix Corp* 69,000
1,300 Interpublic Group of Companies Inc 56,388
600 Intuit Inc* 46,800
600 Kelly Services Inc 16,650
1,000 Manpower Inc 28,125
800 Medaphis Corp* 29,600
6,000 Microsoft Corp* 526,500
500 Olsten Corp 19,750
1,200 Omnicom Group Inc 44,700
5,700 Oracle Systems Corp* 241,538
1,000 Parametric Technology Corp* 66,500
650 Paychex Inc 32,419
500 Peoplesoft Inc* 21,500
1,300 Pitney Bowes Inc 61,100
200 Policy Management Systems Corp* 9,525
600 Pyxis Corp* 8,775
700 Reynolds & Reynolds Co 27,213
132 SPS Transaction Services Inc* 3,911
400 Shared Medical Systems Corp 21,750
400 Sterling Software Inc* 24,950
600 Sungard Data System Inc* 17,100
1,200 Sybase Inc* 43,200
700 Symantec Corp* 16,275
700 Synopsys Inc* 26,600
200 Thermo Cardiosystems Inc* 15,450
254 Total System Services Inc 7,747
35 TransTexas Gas Corp* 473
30 Wallace Computer Services Inc 1,639
300 Western Atlas Inc* 15,150
$2,835,408
INSURANCE --- 2.3%
1,300 Aflac Inc 56,388
700 Alexander & Alexander Services Inc 13,300
35 Ambac Inc 1,641
100 American Financial Group Inc 3,063
3,600 American International Group Inc 333,000
600 American Re Corp 24,525
50 Bankers Life Holding Corp 1,013
300 Equitable Companies Inc 7,200
35 First Colony Corp 888
500 Foundation Health Corp* 21,500
200 Geico Corp 13,975
800 General Re Corp 124,000
200 Hartford Steam Boiler Inspection & Insurance
Co 10,000
1,100 Healthsource Inc* 39,600
600 ITT Hartford Group Inc* 29,025
40 MBIA Inc 3,000
1,200 Marsh & McLennan Companies Inc 106,500
35 Old Republic International Corp 1,243
600 Oxford Health Plans Inc* 44,325
30 Paul Revere Corp 623
700 Physician Corporation of America* 11,900
900 Progressive Corp 43,988
40 Reliastar Financial Corp 1,775
750 SunAmerica Inc 35,625
100 The PMI Group Inc 4,525
100 Torchmark Corp 4,525
40 Transatlantic Holdings Inc 2,935
900 Travelers Group Inc 56,588
100 USF&G Corp 1,688
100 Unum Corp 5,500
900 Value Health Inc* 24,750
$1,028,608
MFTG - CONSUMER PRODS. --- 16.3%
200 Alberto-Culver Co 6,875
100 American Greetings Corp 2,763
2,000 Anheuser-Busch Companies Inc 133,750
625 Archer-Daniels-Midland Co 11,250
1,100 Avon Products Inc 82,913
300 Bed Bath & Beyond Inc* 11,644
800 Brown-Forman Corp 29,200
900 Brunswick Corp 21,600
2,100 CPC International Inc 144,113
2,200 Campbell Soup Co 132,000
21,200 Coca-Cola Co 1,574,100
700 Coca-Cola Enterprises Inc 18,725
2,500 Colgate-Palmolive Co 175,625
4,000 ConAgra Inc 165,000
20 Crown Vantage Inc* 285
900 Dial Corp 26,663
600 Dow Jones & Company Inc 23,925
400 Eastman Chemical Co 25,050
100 Fort Howard Corp* 2,250
300 Fruit of the Loom Inc* 7,313
300 Gartner Group Inc* 14,363
2,300 General Mills Inc 132,825
7,500 Gillette Co 390,938
2,650 HJ Heinz Co 87,781
400 HON Industries Inc 9,300
900 Harcourt General Inc 37,688
400 Hasbro Inc 12,400
100 Hershey Foods Corp 6,500
400 Hillenbrand Industries Inc 13,550
100 Hormel Foods Corp 2,463
100 IBP Inc 5,050
1,600 International Flavors & Fragrances Inc 76,800
300 Jones Apparel Group Inc* 11,813
500 Jostens Inc 12,125
1,800 Kellogg Co 139,050
333 Lancaster Colony Corp 12,404
800 Lee Enterprises Inc 18,400
1,400 Leggett & Platt Inc 33,950
400 Marvel Entertainment Group Inc* 5,200
600 Masco Corp 18,825
3,687 Mattel Inc 113,375
1,200 McCormick & Company Inc 28,950
700 McGraw-Hill Companies Inc 60,988
300 Media General Inc 9,113
1,200 Nabisco Holdings Corp 39,150
200 New York Times Co 5,925
2,700 Newell Co 69,863
300 Nine West Group Inc* 11,250
13,300 Pepsico Inc 743,138
14,200 Philip Morris Companies Inc 1,285,100
1,200 Pioneer Hi-Bred International Inc 66,750
1,000 Premark International Inc 50,625
1,500 Quaker Oats Co 51,750
2,400 RJR Nabisco Holdings Corp 74,100
1,200 RR Donnelley & Sons Co 47,250
1,200 Ralston-Ralston Purina Group 74,850
1,600 Readers Digest Association Inc Class A 82,000
2,700 Rubbermaid Inc 68,850
200 Russell Corp 5,550
8,200 Sara Lee Corp 261,375
200 Scholastic Corp* 15,550
140 Schweitzer-Mauduit International Inc* 3,238
2,000 Shaw Industries Inc 29,500
1,200 Starbucks Corp* 25,200
200 Talbots Inc 5,750
220 The EW Scripps Co 8,663
900 Tribune Co 55,013
900 Tyson Foods Inc 23,513
3,300 UST Inc 110,138
1,000 Unifi Inc 22,125
30 Universal Foods Corp 1,204
100 VF Corp 5,275
200 Valhi Inc 1,275
900 Warnaco Group Inc 22,500
10 Washington Post Co 2,820
1,700 Wm Wrigley Jr Co 89,250
$7,207,435
MFTG - INDUSTRIAL PRODS --- 13.1%
2,700 3Com Corp* 125,888
625 A Schulman Inc 14,063
51 ARCO Chemical Co 2,480
13,400 Abbott Laboratories 559,450
1,500 Air Products & Chemicals Inc 79,125
400 Airgas Inc* 13,300
500 Albemarle Corp 9,688
700 Allegheny Ludlum Corp 12,950
1,200 Alza Corp* 29,700
2,600 American Home Products Corp 252,200
1,300 American Standard Companies Inc* 36,400
1,400 Baker Hughes Inc 34,125
25 Ball Corp 688
400 Bandag Inc 21,650
2,935 Bay Networks Inc* 120,702
900 Bemis Company Inc 23,063
400 Betz Laboratories Inc 16,400
100 CBI Industries Inc 3,288
400 Cabot Corp 21,550
1,200 Callaway Golf Co 27,150
25 Case Corp 1,144
800 Caterpillar Inc 47,000
1,000 Centocor Inc* 30,875
300 Chiron Corp* 33,150
600 Cincinnati Milacron Inc 15,750
500 Clorox Co 35,813
40 Consolidated Papers Inc 2,245
1,200 Cooper Tire & Rubber Co 29,550
3,900 Corning Inc 124,80
400 Crane Co 14,750
800 Crompton & Knowles Corp 10,600
1,400 Crown Cork & Seal Company Inc* 58,450
500 Danaher Corp 15,875
1,400 Dover Corp 51,625
3,100 Dow Chemical Co 218,163
3,200 EMC Corp* 49,200
900 Ecolab Inc 27,000
1,700 Engelhard Corp 36,975
1,500 Ethyl Corp 18,750
200 First Brands Corp 9,525
400 Georgia Gulf Corp 12,300
1,100 Great Lakes Chemical Corp 79,200
1,200 Guidant Corp 50,700
30 Harnischfeger Industries Inc 998
1,900 Hercules Inc 107,113
1,000 ITT Industries Inc* 24,000
1,600 Illinois Tool Works Inc 94,400
200 Kennametal Inc 6,350
2,380 Kimberly-Clark Corp 196,945
100 LTV Corp* 1,375
800 Lear Seating Corp* 23,200
400 Loctite Corp 19,000
300 Lyondell Petrochemical Co 6,863
300 MA Hanna Co 8,400
1,200 Mallinckrodt Group Inc 43,650
40 Marquette Electronics Inc* 810
50 Martin Marietta Materials Inc 1,031
600 Microchip Technology Inc* 21,900
800 Millipore Corp 32,900
4,400 Minnesota Mining & Manufacturing Co
291,500
400 Modine Manufacturing Co 9,600
1,000 Monsanto Co 122,500
2,500 Morton International Inc 89,688
2,000 Mylan Laboratories Inc 47,000
200 NL Industries Inc* 2,475
1,100 Nalco Chemical Co 33,138
200 Nordson Corp 11,250
300 Novellus Systems Inc* 16,200
1,500 Nucor Corp 85,688
1,700 Owens-Illinois Inc* 24,650
300 PH Glatfelter Co 5,138
2,000 PPG Industries Inc 91,500
1,900 Pall Corp 51,063
700 Parker Hannifin Corp 23,975
30 Pentair Inc 1,493
1,100 Perrigo Co* 13,063
10,700 Pfizer Inc 674,100
5,500 Pharmacia & Upjohn Inc 213,125
450 Polaris Industries Inc 13,219
2,400 Praxair Inc 80,700
400 RP Scherer International Corp* 19,650
1,225 RPM Inc (Ohio) 20,213
600 Raychem Corp 34,125
300 Rhone Poulenc Rorer Inc 15,975
200 Riverwood International Corp 3,825
6,200 Schering-Plough Corp 339,450
600 Sealed Air Corp* 16,875
500 Sherwin-Williams Co 20,375
800 Sigma Aldrich Corp 39,600
500 Silicon Valley Group Inc* 12,625
1,550 Sonoco Products Co 40,688
500 Stewart & Stevenson Services Inc 12,625
400 Tambrands Inc 19,100
300 Trimas Corp 5,663
600 Trinity Industries Inc 18,900
400 Trinova Corp 11,450
2,158 Tyco International Ltd 76,879
800 USG Corp* 24,000
300 Union Carbide Corp 11,250
300 Valspar Corp 13,388
700 WR Grace & Co 41,388
1,100 Warner-Lambert Co 106,838
100 Wellman Inc 2,275
900 Western Digital Corp* 16,088
1,300 Worthington Industries Inc 27,056
$5,817,601
MINING --- 0.4%
200 Battle Mountain Gold Co 1,700
2,838 Freeport-McMoRan Copper & Gold Inc 79,464
800 Homestake Mining Co 12,500
200 Newmont Gold Co 8,750
824 Newmont Mining Corp 37,286
300 Santa Fe Pacific Gold Corp 3,638
100 Vigoro Corp 6,175
500 Vulcan Materials Co 28,813
$178,326
OIL & GAS --- 1.6%
900 Anadarko Petroleum Corp 48,713
800 Apache Corp 23,600
340 Atlantic Richfield Co 37,655
1,200 Burlington Resources Inc 47,100
200 Coastal Corp 7,450
700 Dresser Industries Inc 17,063
500 Enron Oil & Gas Co 12,000
200 Enserch Corp 3,250
216 Freeport-McMoRan Inc 7,992
2,800 Global Marine Inc* 24,500
1,200 Halliburton Co 60,750
100 Kerr-McGee Corp 6,350
500 Lousiana Land & Exploration Co 21,438
300 Mapco Inc 16,388
200 Mitchell Energy & Development Corp 3,700
700 Noble Affiliates Inc 20,913
3,500 Phillips Petroleum Co 119,438
100 Santa Fe Energy Resources Inc* 963
25 Sonat Offshore Drilling Inc 1,119
500 Tosco Corp 19,063
600 Triton Energy Corp 34,425
100 Ultramar Corp 2,575
1,500 Union Texas Petroleum Holdings Inc 29,063
4,200 UnoCal Corp 122,325
300 Vastar Resources Inc 9,525
$697,358
OTHER TRANS. SERVICES --- 0.1%
200 FMC Corp* 13,525
300 Federal Express Corp* 22,163
700 Tidewater Inc 22,050
$57,738
RAILROADS --- 0.4%
1,593 Burlington Northern Santa Fe 124,254
600 Illinois Central Corp 23,025
500 Kansas City Southern Industries Inc 22,875
300 Wisconsin Central Transportation Corp*
19,725
$189,879
REAL ESTATE --- 0.1%
1,000 Simon Property Group Inc 24,375
800 The Rouse Co 16,300
400 Vornado Realty Trust 15,000
$55,675
RETAIL TRADE --- 7.1%
3,800 Albertson's Inc 124,925
200 American Stores Co 5,350
2,200 Autozone Inc* 63,525
200 Barnes & Noble Inc* 5,800
600 Best Buy Inc* 9,750
500 Bob Evans Farms Inc 9,500
800 Boston Chicken Inc* 25,700
1,250 Brinker International Inc* 18,906
1,500 Circuit City Stores Inc 41,438
800 Consolidated Stores Corp* 17,400
800 Corporate Express Inc* 24,100
1,000 Cracker Barrel Old Country Store Inc 17,250
2,700 Darden Restaurants Inc 32,063
200 Dayton Hudson Corp 15,000
200 Dillard Department Stores Inc 5,700
1,231 Dollar General Corp 25,543
500 Fastenal Co 21,125
1,000 Federated Department Stores Inc* 27,500
6,100 Food Lion Inc 34,691
1,900 Gap Inc 79,800
1,500 General Nutrition Companies Inc* 34,500
1,000 Genuine Parts Co 41,000
100 Giant Food Inc 3,150
100 Great Atlantic & Pacific Tea Company Inc
2,300
500 Hannaford Brothers Co 12,313
700 Heilig-Meyers Co 12,863
8,000 Home Depot Inc 383,000
500 Kohls Corp* 26,250
1,800 Kroger Co* 67,500
4,500 Limited Inc 78,188
500 Lone Star Steakhouse & Saloon Inc* 19,188
2,200 Lowe's Companies Inc 73,700
1,300 May Department Stores Co 54,925
11,700 McDonald's Corp 527,963
400 Micro Warehouse Inc* 17,300
700 Nordstrom Inc 28,350
2,250 Office Depot Inc* 44,438
700 Officemax Inc* 15,663
500 Outback Steakhouse Inc* 17,938
850 Petsmart Inc* 26,350
600 Revco DS Inc* 16,950
1,800 Safeway Inc* 92,700
600 Sears Roebuck & Co 23,400
1,700 Southland Corp* 5,630
200 Spiegel Inc 1,375
1,550 Staples Inc* 37,781
800 Stop & Shop Companies Inc* 18,500
400 TJX Companies Inc 7,550
600 Tandy Corp 24,900
1,000 The Pep Boys - Manny Moe & Jack 25,625
2,600 Toys R Us Inc* 56,550
700 Viking Office Products Inc* 32,550
23,000 Wal-Mart Stores Inc 514,625
4,200 Walgreen Co 125,475
1,600 Wendy's International Inc 34,000
1,200 Winn-Dixie Stores Inc 44,250
$3,153,806
SECURITIES & COMMODITIES --- 0.3%
1,800 Charles Schwab & Company Inc 36,225
600 Dean Witter Discover & Co 28,200
900 Franklin Resources Inc 45,338
147 John Nuveen Co 3,638
400 T Rowe Price & Associates Inc 19,700
100 United Asset Management Corp 3,838
$136,939
TELEPHONE --- 1.1%
1,100 ADC Telecommunications Inc* 40,150
1,700 Alltel Corp 50,150
1,700 Ameritech Corp 100,300
1,500 Bell Atlantic Corp 100,313
500 Century Telephone Enterprises Inc 15,875
1,100 Cincinnati Bell Inc 38,225
1,800 Frontier Corp 54,000
1,400 MCI Communications Corp 36,575
900 Sprint Corp 35,888
$471,476
TRANSPORTATION EQUIPMENT --- 0.9%
1,100 Allied-Signal Inc 52,250
300 Eaton Corp 16,088
900 Echlin Inc 32,850
200 Fleetwood Enterprises Inc 5,150
5,100 General Motors Corp 265,200
1,300 Harley-Davidson Inc 37,375
25 Sundstrand Corp 1,759
300 Superior Industries International Inc 7,913
25 Xtra Corp 1,063
$419,648
WHOLESALE TRADE - INDL --- 0.3%
1,900 Alco Standard Corp 86,688
400 Jefferson Smurfit Corp* 3,800
300 McKesson Corp 15,188
400 Premier Industrial Corp 9,800
800 Sybron International Corp* 19,000
$134,476
WHOLESALE TRADE -CONSUMER --- 2.9%
800 Avery Dennison Corp 40,100
725 Cardinal Health Inc 39,694
120 Coleman Company Inc* 4,215
400 Department 56 Inc* 15,350
1,000 Nike Inc 69,625
1,100 Price/Costco Inc* 16,775
11,600 Procter & Gamble Co 962,728
800 Reebok International Ltd 22,600
1,300 Sunbeam-Oster Co 19,825
3,100 Sysco Corp 100,750
$1,291,662
TOTAL COMMON STOCK --- 97.1% $43,075,318
(Cost $35,237,225)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 2.9%
1,266,000 Canadian Imperial Bank of Commerce
1,266,000
$1,266,000
TOTAL SHORT-TERM INVESTMENTS --- 2.9% $1,266,000
(Cost $1,266,000)
TOTAL GROWTH INDEX PORTFOLIO --- 100.0% $44,341,318
(Cost $36,503,225)
Maxim Series Fund, Inc.
Investment Grade Corporate Bond Portfolio
BONDS
CANADIAN - PROVINCIAL --- 15.6%
3,500,000 British Columbia 3,726,380
Debentures 7.000% January 15, 2003
3,000,000 Manitoba 3,392,040
Yankee Bonds 8.750% May 15, 2001
3,000,000 New Brunswick 3,187,950
Notes 7.125% October 1, 2002
4,000,000 Quebec 4,247,080
Yankee Debentures 7.500% July 15, 2002
$14,553,450
COMMUNICATIONS --- 3.5%
3,000,000 International Telecommunications Satellite
3,215,625
Eurodollar Notes 7.375% August 6, 2002
$3,215,625
CREDIT INSTITUTIONS --- 20.3%
2,000,000 Chrysler Financial Corp 2,034,940
Medium Term Notes 6.520% July 21, 1999
3,000,000 Commercial Credit Corporation Ltd 3,214,410
Notes 7.375% March 15, 2002
3,000,000 Countrywide Funding Corp 3,109,800
Medium Term Notes 6.960% April 15, 2003
3,000,000 Ford Motor Credit Co 3,040,770
Global Bonds 6.250% November 8, 2000
3,000,000 General Electric Capital Corp 3,311,617
Eurodollar Medium Term Notes
8.100% February 15, 2002
2,000,000 General Motors Acceptance Corp 2,162,140
Medium Term Notes 7.625% May 5, 2003
2,000,000 Household International BV 2,009,780
Senior Notes 6.000% March 15, 1999
$18,883,457
ELECTRIC --- 7.9%
3,000,000 Commonwealth Edison Co 3,151,191
First Mortgage Bonds 7.500% January 1, 2001
2,000,000 Florida Power & Light Co 1,985,340
First Mortgage Bonds 5.500% July 1, 1999
2,000,000 Metropolitan Edison Co 2,207,340
Secured Medium Term Notes
8.050% March 1, 2002
$7,343,871
ELECTRONICS - HIGH TECH --- 2.3%
2,000,000 Xerox Corp 2,142,000
Notes 7.150% August 1, 2004
$2,142,000
FOREIGN BANKS --- 7.1%
3,000,000 Midland Bank PLC 3,454,050
Yankee Sub Notes 8.625% December 15, 2004
3,000,000 Swiss Bank Corp 3,136,110
Subordinated Notes 6.750% July 15, 2005
$6,590,160
FOREIGN GOVERNMENTS --- 2.1%
2,000,000 Republic of Iceland 1,983,660
Yankee Notes 6.125% February 1, 2004
$1,983,660
GAS --- 2.6%
2,363,000 Columbia Gas System Inc 2,405,794
Notes 6.610% November 28, 2002
$2,405,794
HIGHWAYS --- 2.3%
2,000,000 Ryder Systems Inc 2,170,460
Medium Term Notes 8.300% January 25, 2000
$2,170,460
LEASING --- 3.6%
3,000,000 US Leasing International 3,394,500
Senior Notes 8.750% December 1, 2001
$3,394,500
MFTG - CONSUMER PRODS. --- 11.4%
3,000,000 Fruit of the Loom Inc 3,166,050
Senior Notes 7.875% October 15, 1999
2,000,000 Grand Metropolitan Investment Corp
2,255,060
Debentures 8.625% August 15, 2001
3,000,000 Nabisco Inc 3,050,670
Notes 6.700% June 15, 2002
2,000,000 Reed Publishing (USA) Inc 2,115,000
Eurodollar Notes 9.625% July 9, 1997
$10,586,780
OIL & GAS --- 2.4%
2,000,000 BP America Inc 2,226,250
Guaranteed Eurodollar Notes 9.750% March 1, 1999
$2,226,250
REAL ESTATE --- 3.5%
3,000,000 Wharf Capital International Ltd 3,221,580
Yankee Notes 8.875% November 1, 2004
$3,221,580
RETAIL TRADE --- 4.9%
3,000,000 KMart Corp 2,250,000
Notes 8.125% December 1, 2006
2,000,000 May Department Stores Co 2,274,080
Debentures 9.875% June 15, 2000
$4,524,080
SECURITIES & COMMODITIES --- 3.6%
3,000,000 Lehman Brothers Holdings Inc 3,366,360
Notes 8.500% May 1, 2007
$3,366,360
WHOLESALE TRADE -CONSUMER --- 5.9%
3,000,000 Johnson & Johnson 3,435,000
Eurodollar Notes 8.250% November 9, 2004
2,000,000 Supervalu Inc 2,094,119
Notes 7.250% July 15, 1999
$5,529,119
TOTAL BONDS --- 99.0% $92,137,146
(Cost $89,851,949)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 1.0%
918,000 Canadian Imperial Bank of Commerce 918,000
$918,000
TOTAL SHORT-TERM INVESTMENTS --- 1.0% $918,000
(Cost $918,000)
TOTAL INVESTMENT GRADE CORPORATE BOND PORTFOLIO ---
100.0% $93,055,146
(Cost $90,769,949)
Maxim Series Fund, Inc.
Short-Term Maturity Bond Portfolio
BONDS
AGENCY --- 12.9%
2,000,000 Federal Home Loan Bank 2,076,560
Notes 7.280% February 24, 1998
$2,076,560
CANADIAN - PROVINCIAL --- 6.2%
1,000,000 Ontario Hydro 1,007,050
Yankee Notes 5.800% March 31, 1998
$1,007,050
CREDIT INSTITUTIONS --- 12.5%
1,000,000 Beneficial Corp 1,007,890
Medium Term Notes 6.060% September 23, 1997
1,000,000 Ford Motor Credit Co 1,014,910
Global Notes 6.250% February 26, 1998
$2,022,800
ELECTRIC --- 19.3%
1,100,000 Baltimore Gas & Electric Co 1,124,652
Medium Term Notes 6.900% July 8, 1997
1,000,000 Carolina Power & Light Co 993,850
First Mortgage Bonds 5.375% July 1, 1998
1,000,000 Pacific Gas & Electric Co 993,060
First Mortgage Bonds 5.375% August 1, 1998
$3,111,562
ELECTRONICS - HIGH TECH --- 6.3%
1,000,000 International Business Machines Corp
1,015,830
Global Notes 6.375% November 1, 1997
$1,015,830
MFTG - CONSUMER PRODS. --- 6.3%
1,000,000 Pepsico Inc 1,016,970
Notes 6.875% May 15, 1997
$1,016,970
MFTG - INDUSTRIAL PRODS --- 7.5%
1,200,000 Alcan Aluminum Corp 1,216,272
Debentures 6.375% September 1, 1997
$1,216,272
SECURITIES & COMMODITIES --- 6.6%
1,000,000 The Bear Stearns Companies Inc 1,071,630
Senior Notes 9.125% April 15, 1998
$1,071,630
SUPRANATIONALS --- 6.6%
1,000,000 Inter-American Development Bank 1,067,120
Yankee Notes 9.500% October 15, 1997
$1,067,120
TELEPHONE --- 6.8%
1,000,000 Nippon Telegraph & Telephone Co 1,092,140
Yankee Notes 9.500% July 27, 1998
$1,092,140
U.S. GOVERNMENTS --- 5.0%
800,000 United States of America 809,076
Treasury Notes 5.625% January 31, 1998
$809,076
TOTAL BONDS --- 96.1% $15,507,010
(Cost $15,419,214)
SHORT-TERM INVESTMENTS
INDUSTRIAL SERVICES --- 0.8%
130,000 PHH Corp 129,979
$129,979
SECURITIES & COMMODITIES --- 3.1%
500,000 Merrill Lynch & Company Inc 499,836
$499,836
TOTAL SHORT-TERM INVESTMENTS --- 3.9% $629,815
(Cost $629,815)
TOTAL SHORT-TERM MATURITY BOND PORTFOLIO --- 100.0%
$16,136,825
(Cost $16,049,029)
Maxim Series Fund, Inc.
Small-Cap Aggressive Growth Portfolio
COMMON STOCK
CONSUMER SERVICES --- 6.4%
10,800 Community Health Systems Inc* 384,750
16,957 Grancare Inc* 245,877
18,400 Health Images Inc 133,400
4,900 Healthplan Services Corp* 122,500
12,800 Patriot American Hospitality Inc 329,600
24,900 Regency Health Services Inc* 252,113
8,500 Sierra Health Services Inc* 269,875
7,000 Supertel Hospitality Inc* 70,000
$1,808,115
CREDIT INSTITUTIONS --- 6.5%
10,800 Charter One Financial Inc 330,750
6,300 Cityscape Financial Corp* 130,725
6,500 Commercial Federal Corp 245,375
16,300 DVI Inc* 228,200
8,500 First Financial Corp 195,500
10,000 First Savings Bank of Washington Bancorp Inc
131,250
12,100 Imperial Credit Industries Inc* 263,175
387 Investors Financial Services Corp* 8,030
15,700 WFS Financial Inc* 306,150
$1,839,155
ELECTRONICS - HIGH TECH --- 12.2%
5,700 Amphenol Corp* 138,225
3,800 Burr Brown Corp* 96,900
10,725 Conmed Corp* 268,125
6,100 Dallas Semiconductor Corp 126,575
10,400 Davel Communications Group Inc* 140,400
14,450 Gelman Sciences Inc* 364,863
5,775 Harman International Industries Inc 231,722
15,400 Keystone International Inc 308,000
2,075 Lunar Corp* 57,063
7,400 MDL Information Systems Inc* 170,200
9,200 Medisense Inc* 290,950
22,100 Numerex Corp* 143,650
3,800 SPSS Inc* 74,100
13,900 Sofamor Danek Group Inc* 394,413
7,700 Strattec Security Corp* 138,600
6,100 Unitrode Corp* 172,325
10,800 Woodhead Industries Inc 153,900
5,300 Zilog Inc* 194,113
$3,464,124
ENVIRONMENTAL SERVICES --- 0.9%
7,100 United Waste Systems Inc* 264,475
$264,475
GAS --- 0.8%
20,400 Pride Petroleum Services Inc* 216,750
$216,750
HOLDING & INVEST. OFFICES --- 1.9%
7,200 Eaton Vance Corp 203,400
15,700 Liberty Property Trust 325,775
$529,175
INDUSTRIAL SERVICES --- 3.2%
5,000 Analysts International Corp 150,000
9,900 CDI Corp* 178,200
7,600 Career Horizons Inc* 256,500
8,600 Control Data Systems Inc* 168,775
2,400 Sterling Software Inc* 149,700
$903,175
INSURANCE --- 6.7%
10,400 Allied Group Inc 374,400
5,300 Amerin Corp* 141,775
10,600 Capital RE Corp 325,950
3,800 Meadowbrook Insurance Group* 127,300
9,800 Protective Life Corp 306,250
11,900 Reinsurance Group America Co 435,838
7,150 Triad Guaranty Inc* 189,475
$1,900,988
MFTG - CONSUMER PRODS. --- 5.5%
7,700 Banta Corp 338,800
7,000 Houghton Mifflin Co 301,000
3,900 Insilco Corp* 124,313
8,000 Jones Apparel Group Inc* 315,000
18,400 Masland Corp 257,600
5,400 Universal Foods Corp 216,675
$1,553,388
MFTG - INDUSTRIAL PRODS --- 18.5%
3,700 Aptargroup Inc 138,288
6,500 Bush Boake Allen Inc* 177,938
6,200 Cambrex Corp 256,525
14,600 Caraustar Industries Inc 292,000
14,700 Citation Corp* 176,400
3,500 Cytec Industries Inc* 218,313
19,100 Dynatech Corp* 324,700
8,300 Gasonics International Corp* 112,050
19,600 Giant Cement Holding Inc 225,400
7,000 Greenfield Industries Inc 218,750
33,750 Griffon Corp* 303,750
17,500 Inbrand Corp* 288,750
8,200 Intertape Polymer Group Inc 257,275
5,500 Learonal Inc 126,500
7,400 Quanex Corp 143,375
21,200 Republic Engineered Steels Inc* 98,050
12,400 Toro Co 407,650
33,800 UNR Industries Inc 291,525
21,100 United States Can Corp* 284,850
7,800 WH Brady Co 210,600
8,000 Walbro Corp 144,000
15,700 Whittaker Corp* 341,475
5,800 Wolverine Tube Inc* 217,500
$5,255,664
MINING --- 0.9%
5,900 Cleveland-Cliffs Inc 241,900
$241,900
OIL & GAS --- 6.1%
18,100 Belden & Blake Corp* 316,750
14,200 Cross Timbers Oil Co 250,275
3,100 Global Industries Ltd* 93,000
21,400 Lomak Petroleum Inc 208,650
12,000 Seitel Inc* 424,500
19,100 Vintage Petroleum Inc 429,750
$1,722,925
OTHER TRANS. SERVICES --- 2.2%
18,300 Harper Group Inc 324,825
15,500 TNT Freightways Corp 311,938
$636,763
RAILROADS --- 0.7%
9,500 ABC Rail Products Corp* 210,188
$210,188
REAL ESTATE --- 3.6%
18,300 Capstone Capital Trust Inc 349,988
17,700 Chateau Properties Inc 398,250
11,900 HGI Realty Inc 272,213
$1,020,451
RETAIL TRADE --- 5.4%
9,500 Borders Group Inc* 175,750
21,850 Cato Corp 169,338
3,400 Claire's Stores Inc 59,925
20,500 Cole National Corp* 284,438
11,900 Crossmann Communities Inc* 223,125
8,200 Hardinge Inc 213,200
14,000 Haverty Furniture Inc 194,250
9,400 Officemax Inc* 210,325
$1,530,351
WHOLESALE TRADE - INDL --- 0.3%
6,000 Cort Business Services Corp* 99,000
$99,000
WHOLESALE TRADE -CONSUMER --- 1.8%
21,000 Congoleum Corp* 225,750
17,600 World Fuel Services Corp 279,392
$505,142
TOTAL COMMON STOCK --- 83.4% $23,701,729
(Cost $20,840,040)
SHORT-TERM INVESTMENTS
CREDIT INSTITUTIONS --- 12.0%
1,200,000 American Express Credit Corp 1,199,267
1,200,000 Ford Motor Credit Co 1,199,226
1,000,000 TransAmerica Financial Corp 999,680
$3,398,173
FOREIGN BANKS --- 4.6%
1,314,000 Canadian Imperial Bank of Commerce
1,314,000
$1,314,000
TOTAL SHORT-TERM INVESTMENTS --- 16.6% $4,712,173
(Cost $4,712,173)
TOTAL SMALL-CAP AGGRESSIVE GROWTH PORTFOLIO --- 100.0%
$28,413,902
(Cost $25,552,213)
Maxim Series Fund, Inc.
Government Mortgage Securities Portfolio
BONDS
AGENCY --- 75.1%
649,013 Federal Home Loan Mortgage Corp 750,259
Pool #N70005 9.500% November 1, 2020
3,258,318 Federal Home Loan Mortgage Corp 3,413,088
Pool #G00256 8.000% November 1, 2023
6,284,662 Federal Home Loan Mortgage Corp 6,721,446
Pool #G00300 9.500% April 1, 2025
1,924,709 Federal Home Loan Mortgage Corp 2,011,321
Pool #G10289 8.500% February 1, 2008
3,303,047 Federal Home Loan Mortgage Corp 3,320,587
Pool #E00219 6.500% June 1, 2008
8,000,000 Federal Home Loan Mortgage Corp 7,920,002
Gold TBA 6.500% September 1, 2024
1,097,349 Federal Home Loan Mortgage Corp 1,103,176
Pool #E00177 6.500% December 1, 2007
2,645,586 Federal Home Loan Mortgage Corp 2,921,785
Pool #G10006 10.000% January 1, 2006
1,654,470 Federal Home Loan Mortgage Corp 1,751,753
Pool #C90085 9.000% December 1, 2014
5,955,622 Federal Home Loan Mortgage Corp 5,922,092
Pool #O20005 6.500% January 1, 2018
1,741,609 Federal Home Loan Mortgage Corp 2,047,435
Pool #884002 9.500% June 1, 2020
781,830 Federal Home Loan Mortgage Corp 815,058
Pool #730326 8.500% November 1, 2006
790,957 Federal Home Loan Mortgage Corp 919,250
Pool #884018 9.500% September 1, 2020
1,481,183 Federal Home Loan Mortgage Corp 1,526,063
Gold TBA 7.500% January 1, 2024
1,519,997 Federal Home Loan Mortgage Corp 1,595,541
Gold TBA 8.500% March 1, 2020
288,596 Federal National Mortgage Association
335,493
Pool #091122 9.500% March 1, 2020
780,335 Federal National Mortgage Association
799,593
Pool #050796 7.500% September 1, 2023
72,391 Federal National Mortgage Association
74,178
Pool #286640 7.500% June 1, 2024
1,654,211 Federal National Mortgage Association
1,695,037
Pool #286579 7.500% June 1, 2024
82,966 Federal National Mortgage Association
85,013
Pool #286136 7.500% June 1, 2024
484,065 Federal National Mortgage Association
496,012
Pool #285019 7.500% December 1, 2024
851,171 Federal National Mortgage Association
872,178
Pool #281429 7.500% May 1, 2024
45,053 Federal National Mortgage Association
46,165
Pool #278839 7.500% December 1, 2024
85,162 Federal National Mortgage Association
87,263
Pool #294255 7.500% October 1, 2024
3,792,652 Federal National Mortgage Association
3,967,114
Pool #250111 8.500% August 1, 2024
805,423 Federal National Mortgage Association
825,300
Pool #250060 7.500% June 1, 2024
2,886,738 Federal National Mortgage Association
2,899,440
Pool #303528 6.000% August 1, 2001
90,302 Federal National Mortgage Association
92,531
Pool #303031 7.500% October 1, 2024
879,855 Federal National Mortgage Association
912,321
Pool #302587 8.000% December 1, 2024
837,105 Federal National Mortgage Association
857,764
Pool #298452 7.500% November 1, 2024
58,689 Federal National Mortgage Association
60,137
Pool #297124 7.500% October 1, 2024
3,857,976 Federal National Mortgage Association
4,378,803
Pool #149168 10.000% April 1, 2020
83,546 Federal National Mortgage Association
85,608
Pool #287606 7.500% September 1, 2024
1,104,866 Federal National Mortgage Association
1,108,004
Pool #288916 6.500% May 1, 2011
2,006,430 Federal National Mortgage Association
2,062,811
Pool #288769 7.500% November 1, 2024
60,696 Federal National Mortgage Association
62,194
Pool #289190 7.500% August 1, 2024
1,229,442 Federal National Mortgage Association
1,225,987
Pool #291650 6.500% December 1, 2017
40,897 Federal National Mortgage Association
41,906
Pool #291511 7.500% August 1, 2024
845,957 Federal National Mortgage Association
866,835
Pool #293638 7.500% December 1, 2024
84,851 Federal National Mortgage Association
86,945
Pool #296964 7.500% December 1, 2024
55,942 Federal National Mortgage Association
57,323
Pool #295529 7.500% September 1, 2024
68,620 Federal National Mortgage Association
70,313
Pool #294674 7.500% September 1, 2024
99,212 Government National Mortgage Association
102,379
Pool #355360 7.500% October 15, 2021
63,515 Government National Mortgage Association
65,430
Pool #352835 7.500% February 15, 2024
77,084 Government National Mortgage Association
79,300
Pool #351163 7.500% August 15, 2023
550,601 Government National Mortgage Association
567,196
Pool #348622 7.500% April 15, 2023
367,321 Government National Mortgage Association
371,681
Pool #346023 7.000% February 15, 2024
4,330,961 Government National Mortgage Association
4,382,370
Pool #371006 7.000% January 15, 2024
440,998 Government National Mortgage Association
446,233
Pool #371136 7.000% April 15, 2024
49,314 Government National Mortgage Association
49,899
Pool #382973 7.000% April 15, 2024
59,090 Government National Mortgage Association
60,789
Pool #385740 7.500% June 15, 2024
532,746 Government National Mortgage Association
548,062
Pool #385761 7.500% June 15, 2024
465,522 Government National Mortgage Association
478,906
Pool #388198 7.500% May 15, 2024
380,488 Government National Mortgage Association
385,004
Pool #395145 7.000% April 15, 2024
318,958 Government National Mortgage Association
328,128
Pool #397435 7.500% May 15, 2024
331,338 Government National Mortgage Association
340,864
Pool #362184 7.500% January 15, 2024
518,382 Government National Mortgage Association
533,285
Pool #362176 7.500% January 15, 2024
1,958,594 Government National Mortgage Association
2,041,834
Pool #365382 8.000% June 15, 2025
327,746 Government National Mortgage Association
331,637
Pool #368293 7.000% January 15, 2024
369,584 Government National Mortgage Association
380,210
Pool #369426 7.500% January 15, 2024
87,010 Government National Mortgage Association
88,043
Pool #370412 7.000% April 15, 2024
485,791 Government National Mortgage Association
499,757
Pool #404064 7.500% March 15, 2025
326,868 Government National Mortgage Association
336,265
Pool #197968 7.500% May 15, 2023
7,384,242 Government National Mortgage Association
7,638,999
Pool #340729 7.500% April 15, 2023
1,354,508 Government National Mortgage Association
1,426,026
Pool #380118 8.500% July 15, 2024
4,544,280 Government National Mortgage Association
4,771,494
Pool #315149 8.500% March 15, 2022
369,193 Government National Mortgage Association
380,320
Pool #326977 7.500% May 15, 2023
146,397 Government National Mortgage Association
148,383
Pool #332076 7.000% November 15, 2022
400,650 Government National Mortgage Association
406,083
Pool #334996 7.000% November 15, 2022
104,011 Government National Mortgage Association
107,001
Pool #335265 7.500% February 15, 2024
356,160 Government National Mortgage Association
366,400
Pool #338752 7.500% May 15, 2023
94,654 Government National Mortgage Association
97,375
Pool #338887 7.500% May 15, 2023
342,686 Government National Mortgage Association
352,539
Pool #339079 7.500% February 15, 2023
109,667 Government National Mortgage Association
112,820
Pool #372858 7.500% January 15, 2024
87,012 Government National Mortgage Association
89,513
Pool #374270 7.500% January 15, 2024
438,554 Government National Mortgage Association
451,162
Pool #376514 7.500% May 15, 2024
552,142 Government National Mortgage Association
568,016
Pool #376533 7.500% June 15, 2024
411,966 Government National Mortgage Association
416,856
Pool #377983 7.000% April 15, 2024
102,847 Government National Mortgage Association
105,804
Pool #378750 7.500% January 15, 2024
136,352 Government National Mortgage Association
137,970
Pool #379840 7.000% March 15, 2024
552,104 Government National Mortgage Association
568,744
Pool #379462 7.500% June 15, 2024
501,323 Government National Mortgage Association
516,433
Pool #355753 7.500% August 15, 2023
345,847 Government National Mortgage Association
355,790
Pool #357659 7.500% May 15, 2023
466,771 Government National Mortgage Association
480,839
Pool #357837 7.500% August 15, 2023
760,155 Government National Mortgage Association
770,463
Pool #358062 7.000% August 15, 2023
344,026 Government National Mortgage Association
353,916
Pool #358452 7.500% August 15, 2023
71,335 Government National Mortgage Association
73,386
Pool #360300 7.500% June 15, 2023
304,024 Government National Mortgage Association
313,188
Pool #360618 7.500% July 15, 2023
343,399 Government National Mortgage Association
347,475
Pool #361826 7.000% September 15,
2023
436,928 Government National Mortgage Association
442,115
Pool #345116 7.000% December 15, 2023
236,011 Government National Mortgage Association
238,812
Pool #344968 7.000% July 15, 2023
272,323 Government National Mortgage Association
276,015
Pool #343630 7.000% July 15, 2023
1,526,111 Government National Mortgage Association II
1,594,328
Pool #022038 8.500% July 20, 2025
448,711 Government National Mortgage Association II
466,121
Pool #001477 8.000% November 20, 2023
2,000,000 Tennessee Valley Authority 2,068,740
Notes 6.375% June 15, 2005
$105,751,522
U.S. GOVERNMENTS --- 14.9%
3,500,000 United States of America 3,651,480
Treasury Notes 6.250% February 15, 2003
4,000,000 United States of America 4,120,000
Treasury Notes 6.125% September 30,
2000
2,000,000 United States of America 2,028,740
Treasury Notes 5.750% October 31, 2000
8,500,000 United States of America 9,055,135
Treasury Notes 6.500% August 15, 2005
2,000,000 United States of America 2,127,820
Treasury Notes 6.500% May 15, 2005
$20,983,175
TOTAL BONDS --- 90.0% $126,734,697
(Cost $121,627,187)
SHORT-TERM INVESTMENTS
CREDIT INSTITUTIONS --- 2.3%
3,200,000 Ford Motor Credit Co 3,192,267
$3,192,267
FOREIGN BANKS --- 2.1%
2,893,000 Canadian Imperial Bank of Commerce 2,893,000
$2,893,000
INSURANCE --- 1.4%
2,000,000 TransAmerica Corp 1,995,191
$1,995,191
SECURITIES & COMMODITIES --- 4.3%
6,000,000 Merrill Lynch & Company Inc 5,985,550
$5,985,550
TOTAL SHORT-TERM INVESTMENTS --- 10.0% $14,066,008
(Cost $14,066,008)
TOTAL GOVERNMENT MORTGAGE SECURITIES PORTFOLIO --- 100.0%
$140,800,705
(Cost $135,693,195)
Maxim Series Fund, Inc.
Value Index Portfolio
COMMON STOCK
AGENCY --- 0.6%
1,000 Federal Home Loan Mortgage Corp 83,500
1,400 Federal National Mortgage Association
173,775
1,600 Student Loan Marketing Association 105,400
$362,675
AGRICULTURE --- 0.1%
400 Agco Corp 20,400
1,200 Dole Food Company Inc 42,000
1,000 Terra Industries Inc 14,125
$76,525
AIR --- 0.7%
2,000 AMR Corp* 148,500
1,300 Delta Air Lines Inc 96,038
1,800 Northwest Airlines Corp* 91,800
1,100 Pittston Services Group 34,513
400 Southwest Airlines Co 9,300
300 UAL Corp* 53,550
$433,701
COMMUNICATIONS --- 3.2%
8,700 AT&T Corp 563,325
200 BHC Communications Inc 18,900
100 Cablevision Systems Corp* 5,425
290 Capital Cities/ABC Inc 35,779
412 Chris-Craft Industries Inc* 17,819
1,200 Comsat Corp 22,350
500 Cox Communications Inc* 9,750
500 MFS Communications Company Inc* 26,625
3,100 Nextel Communications Inc* 45,725
11,000 Pacific Telesis Group 369,875
1,200 Tele-Communications Inc - Liberty Media Group*
32,250
700 Telephone & Data Systems Inc 27,650
12,100 US West Communications Group 432,575
2,100 US West Media Group* 39,900
1,220 United States Cellular Corp* 41,175
7,200 Viacom Inc* 341,100
800 Worldcom Inc* 28,200
$2,058,423
CONSTRUCTION --- 0.0%
400 Castle & Cooke Inc* 6,700
700 Centex Corp 24,325
$31,025
CONSUMER SERVICES --- 2.8%
1,000 Allergan Inc 32,500
1,100 Bausch & Lomb Inc 43,588
7,100 Baxter International Inc 297,313
1,400 Becton Dickinson & Co 105,000
1,500 Beverly Enterprises Inc* 15,938
7,100 Bristol-Myers Squibb Co 609,713
6,200 Eli Lilly & Co 348,750
600 FHP International Corp* 17,100
300 Hilton Hotels Corp 18,450
3,400 Host Marriott Corp 45,050
600 ITT Corp* 31,800
200 King World Productions Inc* 7,775
200 Promus Hotel Corp* 4,450
600 Service Corporation International 26,400
300 Spelling Entertainment Group Inc* 3,750
700 Stewart Enterprises Inc 25,900
4,652 Tenet Healthcare Corp* 96,529
600 United Healthcare Corp 39,300
700 United States Surgical Corp 14,963
93 Vencor Inc* 3,023
300 Wellpoint Health Networks Inc* 9,638
$1,796,930
CREDIT INSTITUTIONS --- 15.3%
200 AT&T Capital Corp 7,650
1,300 AmSouth Bancorp 52,488
2,600 American Express Co 107,575
9,502 Banc One Funding Corp 358,701
1,050 Bancorp Hawaii Inc 37,669
1,500 Bank South Corp 45,563
2,900 Bank of Boston Corp 134,125
5,100 Bank of New York Company Inc 248,625
9,499 BankAmerica Corp 615,060
2,000 Bankers Trust New York Corp 133,000
800 Banponce Corp 31,000
2,500 Barnett Banks Inc 147,500
500 Baybanks Inc 49,125
1,300 Beneficial Corp 60,613
3,300 Boatmen's Bancshares Inc 134,888
1,000 Central Fidelity Banks Inc 32,000
4,600 Chase Manhattan Corp 278,875
6,500 Chemical Banking Corp 381,875
10,900 Citicorp 733,025
3,000 Comerica Inc 120,375
961 Commerce Bancshares Inc 36,758
1,000 Compass Bancshares Inc 33,000
3,600 Corestates Financial Corp 136,350
2,600 Countrywide Credit Industries Inc 56,550
1,000 Crestar Financial Corp 59,125
800 Dauphin Deposit Corp 23,000
400 Equitable of Iowa Cos 12,850
300 Fifth Third Bancorp 21,975
700 First American Corp 33,163
3,300 First Bank System Inc 163,763
8,282 First Chicago NBD Corp 327,139
1,000 First Commerce Corp 32,000
143 First Empire State Corp 31,174
2,100 First Fidelity Bancorp 158,288
600 First Hawaiian Inc 18,000
2,000 First Interstate Bancorp 273,000
1,300 First Security Corp 50,050
900 First Tennessee National Corp 54,450
4,400 First Union Corp 244,750
900 First Virginia Banks Inc 37,575
1,600 First of America Bank Corp 71,000
1,700 Firstar Corp 67,363
6,565 Fleet/Norstar Financial Group Inc 267,524
700 Fourth Financial Corp 28,656
1,300 Golden West Financial Corp 71,825
3,500 Great Western Financial Corp 89,250
3,000 HF Ahmanson & Co 79,500
1,300 Household International Inc 76,863
3,456 Huntington Bancshares Inc 82,944
800 Integra Financial Corp 50,400
4,800 JP Morgan & Company Inc 385,200
6,082 Keycorp 220,473
2,400 Marshall & Ilsley Corp 62,400
3,646 Mellon Bank Corp 195,973
1,400 Mercantile Bancorporation Inc 64,400
1,200 Mercantile Bankshares Corp 33,450
1,500 Meridian Bancorp Inc 69,750
3,800 National City Corp 125,875
7,000 NationsBank Corp 487,375
1,400 Northern Trust Corp 78,400
5,600 Norwest Corp 184,800
1,145 Old Kent Financial Corp 47,088
615 Old National Bancorp 21,371
5,900 PNC Bank Corp 190,275
1,200 Regions Financial Corp 51,600
1,500 Signet Banking Corp 35,625
2,670 Southern National Corp 70,088
2,300 Southtrust Corp 58,938
800 Standard Federal Bancorporation Inc 31,500
800 Star Banc Corp 47,600
1,500 State Street Boston Corp 67,500
2,900 Suntrust Banks Inc 198,650
200 Synovus Financial Corp 5,700
900 TCF Financial Corp 29,813
1,500 UJB Financial Corp 53,625
2,500 US Bancorp 84,063
300 Union Bank 16,275
1,100 Union Planters Corp 35,063
4,400 Wachovia Corp 201,300
1,010 Washington Federal Inc 25,881
1,700 Washington Mutual Inc 49,088
1,000 Wells Fargo & Co 216,000
900 West One Bancorp 46,350
900 Wilmington Trust Co 27,788
$9,917,294
ELECTRIC --- 10.0%
136 Allegheny Generating Co* 26,928
2,900 Allegheny Power System Inc 83,013
4,800 American Electric Power Company Inc 194,400
1,400 Atlantic Energy Inc 26,950
3,800 Baltimore Gas & Electric Co 108,300
1,200 Boston Edison Co 35,400
2,300 CMS Energy Corp 68,713
4,000 Carolina Power & Light Co 138,000
3,800 Centerior Energy Corp 33,725
5,000 Central & South West Corp 139,375
4,016 Cinergy Corp 122,990
900 Cipsco Inc 35,100
6,000 Consolidated Edison Company of New York Inc
192,000
2,800 DPL Inc 69,300
1,900 DQE Inc 58,425
1,600 Delmarva Power & Light Co 36,400
3,700 Detroit Edison Co 127,650
4,500 Dominion Resources Inc 185,625
5,300 Duke Power Co 251,088
5,879 Entergy Corp 171,961
4,800 FPL Group Inc 222,600
2,500 Florida Progress Corp 88,438
3,000 General Public Utilities Corp 102,000
800 Hawaiian Electric Industries Inc 31,000
5,900 Houston Industries Inc 143,075
1,000 Idaho Power Co 30,000
1,900 Illinova Corp 57,000
1,000 Ipalco Enterprises Inc 38,125
1,000 KU Energy Corp 30,000
1,600 Kansas City Power & Light Co 41,800
800 LG&E Energy Corp 33,800
3,100 Long Island Lighting Co 50,763
2,600 Midamerican Energy Co 43,550
800 Minnesota Power & Light Co 22,700
1,400 Montana Power Co 31,675
1,200 Nevada Power Co 26,700
1,700 New England Electric System 67,363
1,800 New York State Electric & Gas Corp 46,575
3,700 Niagara Mohawk Power Corp 35,613
1,600 Nipsco Industries Inc 61,200
3,100 Northeast Utilities 75,563
1,700 Northern States Power Co 83,513
3,900 Ohio Edison Co 91,650
1,000 Oklahoma Gas & Electric Co 43,000
4,100 PP&L Resources Inc 102,500
7,300 PacifiCorp 155,125
10,900 Pacific Gas & Electric Co 309,288
5,700 Peco Energy Co 171,713
2,100 Pinnacle West Capital Corp 60,375
1,300 Portland General Corp 37,863
3,100 Potomac Electric Power Co 81,375
1,600 Public Service Company of Colorado 56,600
6,300 Public Service Enterprise Group Inc 192,938
1,600 Puget Sound Power & Light Co 37,200
1,000 Rochester Gas & Electric Corp 22,625
11,500 SCECorp 204,125
2,400 San Diego Gas & Electric Co 57,000
2,600 Scana Corp 74,425
17,100 Southern Co 421,088
1,100 Southwestern Public Service Co 36,025
3,000 Teco Energy Inc 76,875
5,800 Texas Utilities Co 238,525
5,500 Unicom Corp 180,125
2,600 Union Electric Co 108,550
1,200 Utilicorp United Inc 35,250
800 WPL Holdings Inc 24,500
1,400 Washington Water Power Co 24,500
1,600 Western Resources Inc 53,400
2,800 Wisconsin Energy Corp 85,750
$6,450,786
ELECTRONICS - HIGH TECH --- 6.1%
1,300 Advanced Micro Devices Inc 21,450
1,700 Amdahl Corp* 14,450
2,300 Apple Computer Inc 73,313
700 Avnet Inc 31,325
600 Beckman Instruments Inc 21,225
1,000 Black & Decker Corp 35,250
700 Briggs & Stratton Corp 30,363
100 Diebold Inc 5,538
3,900 Digital Equipment Corp* 250,088
800 Eastman Kodak Co 53,600
2,500 Emerson Electric Co 204,375
2,500 General Motors Corp Class H 122,813
500 General Signal Corp 16,188
1,000 Harris Corp 54,625
2,900 Honeywell Inc 141,013
500 Hubbell Inc 32,875
14,600 International Business Machines Corp
1,339,550
900 Johnson Controls Inc 61,875
100 Keystone International Inc 2,000
900 Litton Industries Inc* 40,050
4,000 Loral Corp 141,500
1,250 Mark IV Industries Inc 24,688
2,800 Maytag Corp 56,700
400 National Semiconductor Corp* 8,900
900 Polaroid Corp 42,638
200 Quantum Corp* 3,225
6,300 Raytheon Co 297,675
50 Read-Rite Corp* 1,163
1,100 Seagate Technology Inc* 52,250
1,400 Storage Technology Corp* 33,425
300 Sun Microsystems Inc* 13,688
3,000 Tandem Computers Inc* 31,875
600 Tektronix Inc 29,475
500 Thomas & Betts Corp 36,875
4,400 Unisys Corp* 24,750
200 WW Grainger Inc 13,250
10,100 Westinghouse Electric Corp 166,650
1,900 Whirlpool Corp 101,175
2,100 Xerox Corp 287,700
50 York International Corp 2,350
$3,921,918
ENVIRONMENTAL SERVICES --- 0.1%
1,300 Ogden Corp 27,788
600 Safety-Kleen Corp 9,375
1,000 WMX Technologies Inc 29,875
$67,038
FORESTRY --- 1.2%
1,400 Boise Cascade Corp 48,475
2,400 Georgia-Pacific Corp 164,700
6,200 International Paper Co 234,825
1,200 Longview Fibre Co 19,500
2,800 Louisiana-Pacific Corp 67,900
5,200 Weyerhaeuser Co 224,900
$760,300
GAS --- 1.7%
1,400 Atlanta Gas Light Co 27,650
1,200 Brooklyn Union Gas Co 35,100
1,300 Columbia Gas System Inc* 57,038
2,400 Consolidated Natural Gas Co 108,900
900 El Paso Natural Gas Co 25,538
900 Equitable Resources Inc 28,125
1,700 MCN Corp 39,525
2,700 NGC Corp 23,963
1,000 National Fuel Gas Co 33,625
1,300 Nicor Inc 35,750
3,200 NorAm Energy Corp 28,400
2,200 Pacific Enterprises 62,150
3,900 Panhandle Eastern Corp 108,713
900 Peoples Energy Corp 28,575
900 Questar Corp 30,150
2,100 Sonat Inc 74,813
4,100 Tenneco Inc 203,463
600 Valero Energy Corp 14,700
1,100 Washington Gas Light Co 22,550
2,500 Williams Companies Inc 109,688
$1,098,416
HIGHWAYS --- 0.2%
1,000 Consolidated Freightways Inc 26,500
600 Roadway Services Inc 29,325
2,000 Ryder System Inc 49,500
$105,325
HOLDING & INVEST. OFFICES --- 0.9%
1,340 Cincinnati Financial Corp 87,435
2,600 Dime Bancorp Inc* 30,225
700 Equity Residential Properties Trust 21,438
400 Finova Group Inc 19,300
1,000 Franchise Finance Corporation of America
22,625
1,200 Green Point Financial Corp 32,100
1,500 Health & Retirement Property Trust 24,375
2,600 Hibernia Corp 27,950
600 Kimco Realty Corp 16,350
1,300 Meditrust Corp 45,338
1,300 Midlantic Corp 85,313
1,500 New Plan Realty Trust 32,813
900 Republic New York Corp 55,913
1,033 Security Capital Industrial Trust 18,078
1,400 Security Capital Pacific Trust 27,650
600 TIG Holdings Inc 17,100
600 Weingarten Realty Investors 22,800
12 Wesco Financial Corp 2,184
$588,987
INDEPENDENT POWER PROD --- 0.0%
100 California Energy Company Inc* 1,950
700 Wheelabrator Technologies Inc 11,725
$13,675
INDUSTRIAL SERVICES --- 0.7%
1,000 Anixter International Inc* 18,625
100 Arrow Electronics Inc* 4,313
1,000 Comdisco Inc 22,625
1,600 Deluxe Corp 46,400
2,000 Dun & Bradstreet Corp 129,500
1,400 EG&G Inc 33,950
100 Flightsafety International Inc 5,025
100 Kelly Services Inc 2,775
1,200 National Service Industries Inc 38,850
1,900 Pitney Bowes Inc 89,300
45 Policy Management Systems Corp* 2,143
30 Shared Medical Systems Corp 1,631
50 Sungard Data System Inc* 1,425
241 TransTexas Gas Corp* 3,254
500 Wallace Computer Services Inc 27,313
500 Western Atlas Inc* 25,250
$452,379
INSURANCE --- 6.6%
2,400 AON Corp 119,700
2,900 Aetna Life and Casualty Co 200,825
400 Aflac Inc 17,350
1,600 Allmerica Property & Casualty Companies Inc
43,200
10,803 Allstate Corp 444,273
800 Ambac Inc 37,500
500 American Financial Group Inc 15,313
5,300 American General Corp 184,838
4,800 American International Group Inc 444,000
300 American National Insurance Co 19,950
300 American Re Corp 12,263
500 Bankers Life Holding Corp 10,125
300 CNA Financial Corp* 34,050
2,200 Chubb Capital Corp 212,850
1,900 Cigna Corp 196,175
500 Conseco Inc 31,313
1,300 Equitable Companies Inc 31,200
900 First Colony Corp 22,838
300 Foundation Health Corp* 12,900
600 Geico Corp 41,925
840 General Re Corp 130,200
200 Hartford Steam Boiler Inspection & Insurance
Co 10,000
2,100 ITT Hartford Group Inc* 101,588
1,800 Jefferson-Pilot Corp 83,700
800 Kemper Corp 39,700
1,000 Leucadia National Corp 25,000
2,700 Lincoln National Corp 145,125
2,100 Loews Corp 164,588
1,000 MBIA Inc 75,000
300 Mercury General Corp 14,325
900 Ohio Casualty Corp 34,875
1,100 Old Republic International Corp 39,050
100 Paul Revere Corp 2,075
200 Progressive Corp 9,775
600 Provident Companies Inc 20,325
2,500 Providian Corp 101,875
900 Reliastar Financial Corp 39,938
3,200 SafeCo Corp 110,400
2,000 St Paul Companies Inc 111,250
400 The PMI Group Inc 18,100
1,700 Torchmark Corp 76,925
1,800 TransAmerica Corp 131,175
200 Transatlantic Holdings Inc 14,675
6,860 Travelers Group Inc 431,323
2,700 USF&G Corp 45,563
800 USLife Corp 23,900
800 Unitrin Inc 38,400
1,700 Unum Corp 93,500
300 Zurich Reinsurance Centre Holdings Inc
9,113
$4,274,051
MFTG - CONSUMER PRODS. --- 3.7%
300 Alberto-Culver Co 10,313
4,700 American Brands Inc 209,738
1,500 American Greetings Corp 41,438
3,000 Anheuser-Busch Companies Inc 200,625
12,743 Archer-Daniels-Midland Co 229,374
100 Brown-Forman Corp 3,650
1,000 Brunswick Corp 24,000
600 CPC International Inc 41,175
200 Campbell Soup Co 12,000
900 Central Newspapers Inc 28,238
800 Coca-Cola Enterprises Inc 21,400
140 Crown Vantage Inc* 1,995
1,000 Dean Foods Co 27,500
1,100 Dial Corp 32,588
400 Dow Jones & Company Inc 15,950
1,400 Eastman Chemical Co 87,675
700 Fort Howard Corp* 15,750
1,500 Fruit of the Loom Inc* 36,563
500 General Mills Inc 28,875
4,100 HJ Heinz Co 135,813
1,300 Hasbro Inc 40,300
1,100 Hershey Foods Corp 71,500
50 Hillenbrand Industries Inc 1,694
1,000 Hormel Foods Corp 24,625
1,000 IBP Inc 50,500
300 Jostens Inc 7,275
300 Kellogg Co 23,175
1,100 Knight-Ridder Inc 68,750
1,900 Liz Claiborne Inc 52,725
3,200 Masco Corp 100,400
200 McCormick & Company Inc 4,825
300 McGraw-Hill Companies Inc 26,138
25 Media General Inc 759
2,200 New York Times Co 65,175
1,200 Quaker Oats Co 41,400
4,274 RJR Nabisco Holdings Corp 131,960
1,400 RR Donnelley & Sons Co 55,125
900 Ralston-Ralston Purina Group 56,138
500 Russell Corp 13,875
180 Schweitzer-Mauduit International Inc* 4,163
300 Springs Industries Inc 12,413
400 The EW Scripps Co 15,750
2,400 The Times Mirror Co 81,300
600 Tyson Foods Inc 15,675
900 Universal Corp 21,938
600 Universal Foods Corp 24,075
1,300 VF Corp 68,575
125 Washington Post Co 35,250
1,400 Willamette Industries Inc 78,750
$2,398,888
MFTG - INDUSTRIAL PRODS --- 9.6%
200 ARCO Chemical Co 9,725
700 Air Products & Chemicals Inc 36,925
600 Albemarle Corp 11,625
100 Allegheny Ludlum Corp 1,850
4,300 Aluminum Company of America 227,363
4,100 American Home Products Corp 397,700
900 Armstrong World Industries Inc 55,800
1,500 Baker Hughes Inc 36,563
700 Ball Corp 19,250
2,900 Bethlehem Steel Corp* 40,600
30 Betz Laboratories Inc 1,230
1,000 Bowater Inc 35,500
800 CBI Industries Inc 26,300
400 Cabot Corp 21,550
400 Case Corp 18,300
3,900 Caterpillar Inc 229,125
2,100 Champion International Corp 88,200
100 Clorox Co 7,163
700 Consolidated Papers Inc 39,288
2,800 Cooper Industries Inc 102,900
45 Crane Co 1,659
6,700 Deere & Co 236,175
700 Dover Corp 25,813
2,000 Dow Chemical Co 140,750
14,300 EI DuPont De Nemours & Co 999,213
1,200 Federal Paper Board Company Inc 62,250
700 Ferro Corp 16,275
200 First Brands Corp 9,525
300 Georgia Gulf Corp 9,225
3,900 Goodyear Tire & Rubber Co 176,963
1,000 Harnischfeger Industries Inc 33,250
600 Harsco Corp 34,875
1,400 IMC Global Inc 57,225
1,400 ITT Industries Inc* 33,600
2,800 Ingersoll-Rand Co 98,350
1,100 Inland Steel Industries Inc 27,638
500 International Specialty Products Inc* 5,438
1,800 James River Corporation of Virginia 43,425
400 Kennametal Inc 12,700
3,516 Kimberly-Clark Corp 290,949
2,500 LTV Corp* 34,375
1,300 Lafarge Corp 24,375
1,600 Lubrizol Corp 44,600
600 Lyondell Petrochemical Co 13,725
400 MA Hanna Co 11,200
200 Mallinckrodt Group Inc 7,275
100 Marquette Electronics Inc* 2,025
200 Martin Marietta Materials Inc 4,125
1,400 Mead Corp 73,150
4,100 Minnesota Mining & Manufacturing Co 271,625
1,500 Monsanto Co 183,750
200 NL Industries Inc* 2,475
100 Nalco Chemical Co 3,013
600 Olin Corp 44,550
1,300 Owens-Corning Fiberglas Corp* 58,338
200 PH Glatfelter Co 3,425
1,900 PPG Industries Inc 86,925
800 Parker Hannifin Corp 27,400
300 Pentair Inc 14,925
2,900 Pharmacia & Upjohn Inc 112,375
700 Potlatch Corp 28,000
300 Raychem Corp 17,063
1,600 Reynolds Metals Co 90,600
700 Rhone Poulenc Rorer Inc 37,275
1,200 Rohm & Haas Co 77,250
1,200 Sherwin-Williams Co 48,900
1,000 Snap-On Inc 45,250
200 St Joe Paper Co 11,000
45 Stewart & Stevenson Services Inc 1,136
2,100 Stone Container Corp 30,188
400 Tambrands Inc 19,100
600 Tecumseh Products Co 31,050
1,400 Temple-Inland Inc 61,775
700 The BF Goodrich Co 47,688
900 The Stanley Works 46,350
600 The Timken Co 22,950
200 Trinity Industries Inc 6,300
40 Trinova Corp 1,145
700 Tyco International Ltd 24,938
7,400 USX-Marathon Group 144,300
2,100 USX-US Steel Group 64,575
1,800 Union Camp Corp 85,725
2,900 Union Carbide Corp 108,750
1,100 Varity Corp* 40,838
1,400 WR Grace & Co 82,775
1,800 Warner-Lambert Co 174,825
600 Wellman Inc 13,650
2,350 Westvaco Corp 65,213
1,500 Witco Corp 43,875
$6,218,390
MINING --- 0.5%
1,000 Alumax Inc* 30,625
1,100 Asarco Inc 35,200
1,800 Battle Mountain Gold Co 15,300
2,400 Cyprus Amax Minerals Co 62,700
2,300 Homestake Mining Co 35,938
25 Newmont Gold Co 1,094
900 Newmont Mining Corp 40,725
1,700 Phelps Dodge Corp 105,825
100 Vigoro Corp 6,175
100 Vulcan Materials Co 5,763
$339,345
OIL & GAS --- 11.6%
2,100 Amerada Hess Corp 111,300
12,800 Amoco Corp 920,000
400 Apache Corp 11,800
1,600 Ashland Inc 56,200
3,600 Atlantic Richfield Co 398,700
1,400 Burlington Resources Inc 54,950
16,800 Chevron Corp 882,000
1,100 Coastal Corp 40,975
600 Cooper Cameron Corp* 21,300
700 Diamond Shamrock Inc 18,113
3,700 Dresser Industries Inc 90,188
1,600 Ensco International Inc* 36,800
1,500 Enserch Corp 24,375
32,000 Exxon Corp 2,563,935
138 Fina Inc 6,969
332 Freeport-McMoRan Inc 12,284
1,200 Halliburton Co 60,750
1,200 Kerr-McGee Corp 76,200
200 Mapco Inc 10,925
600 Mitchell Energy & Development Corp 11,100
10,200 Mobil Corp 1,142,400
1,100 Murphy Oil Corp 45,650
8,200 Occidental Petroleum Corp 175,275
2,700 Oryx Energy Co* 36,113
1,200 Pennzoil Co 50,700
1,700 Santa Fe Energy Resources Inc* 16,363
400 Sonat Offshore Drilling Inc 17,900
1,900 Sun Company Inc 52,013
6,700 Texaco Inc 525,950
100 Tosco Corp 3,813
1,000 Ultramar Corp 25,750
$7,500,791
OTHER TRANS. SERVICES --- 0.3%
1,200 Alexander & Baldwin Inc 27,600
400 FMC Corp* 27,050
1,000 Federal Express Corp* 73,875
500 General American Transportation Corp 24,313
1,600 Southern Pacific Rail Corp* 38,400
200 Tidewater Inc 6,300
$197,538
RAILROADS --- 1.7%
1,182 Burlington Northern Santa Fe 92,196
5,400 CSX Corp 246,375
2,100 Conrail Inc 147,000
100 Illinois Central Corp 3,838
200 Kansas City Southern Industries Inc 9,150
3,300 Norfolk Southern Corp 261,938
5,300 Union Pacific Corp 349,800
$1,110,297
RETAIL TRADE --- 2.7%
2,800 American Stores Co 74,900
30 Barnes & Noble Inc* 870
300 Bob Evans Farms Inc 5,700
1,600 Dayton Hudson Corp 120,000
2,600 Dillard Department Stores Inc 74,100
3,600 Federated Department Stores Inc* 99,000
1,500 Genuine Parts Co 61,500
1,300 Giant Food Inc 40,950
300 Great Atlantic & Pacific Tea Company Inc
6,900
100 Hannaford Brothers Co 2,463
100 Heilig-Meyers Co 1,838
4,900 JC Penney & Company Inc 233,363
11,800 KMart Corp 85,550
4,500 May Department Stores Co 190,125
2,500 Melville Corp 76,875
600 Mercantile Stores Company Inc 27,750
200 Nordstrom Inc 8,100
1,000 Officemax Inc* 22,375
300 Revco DS Inc* 8,475
2,200 Rite Aid Corp 75,350
8,500 Sears Roebuck & Co 331,500
1,200 Southland Corp* 3,974
100 Spiegel Inc 688
1,300 TJX Companies Inc 24,538
800 Tandy Corp 33,200
2,400 Toys R Us Inc* 52,200
700 Vons Companies Inc* 19,775
400 Weis Markets Inc 11,300
200 Wendy's International Inc 4,250
500 Winn-Dixie Stores Inc 18,438
3,400 Woolworth Corp 44,200
$1,760,247
SECURITIES & COMMODITIES --- 1.2%
1,525 AG Edwards Inc 36,409
2,800 Dean Witter Discover & Co 131,600
20 John Nuveen Co 495
2,700 Lehman Brothers Holdings Inc 57,375
4,500 Merrill Lynch & Company Inc 229,500
1,300 Morgan Stanley Group Inc 104,813
2,500 Paine Webber Group Inc 50,000
2,700 Salomon Inc 95,850
2,641 The Bear Stearns Companies Inc 52,490
600 United Asset Management Corp 23,025
$781,557
TELEPHONE --- 9.1%
2,200 Alltel Corp 64,900
11,700 Ameritech Corp 690,300
9,000 Bell Atlantic Corp 601,875
25,600 Bellsouth Corp 1,113,600
200 Century Telephone Enterprises Inc 6,350
1,200 Frontier Corp 36,000
24,900 GTE Corp 1,095,600
15,300 MCI Communications Corp 399,713
11,000 Nynex Corp 594,000
15,708 SBC Communications Inc 903,210
1,500 Southern New England Telecommunications Corp
59,625
7,600 Sprint Corp 303,050
$5,868,223
TRANSPORTATION EQUIPMENT --- 7.8%
5,500 Allied-Signal Inc 261,250
8,600 Chrysler Corp 476,225
900 Cummins Engine Company Inc 33,300
2,600 Dana Corp 76,050
1,500 Eaton Corp 80,438
100 Echlin Inc 3,650
600 Fleetwood Enterprises Inc 15,450
27,700 Ford Motor Co 803,300
1,200 General Dynamics Corp 70,950
19,200 General Motors Corp 1,015,200
4,504 Lockheed Martin Corp 355,816
2,400 McDonnell Douglas Corp 220,800
1,900 Navistar International Corp* 19,950
900 Northrop Grumman Corp 57,600
815 Paccar Inc 34,332
4,100 Rockwell International Corp 216,788
700 Sundstrand Corp 49,263
1,700 TRW Inc 131,750
1,800 Textron Inc 121,500
8,800 The Boeing Co 689,700
3,200 United Technologies Corp 303,600
400 Xtra Corp 17,000
$5,053,912
WATER --- 0.0%
600 American Water Works Company Inc 23,325
$23,325
WHOLESALE TRADE - INDL --- 0.1%
900 Jefferson Smurfit Corp* 8,550
600 Manville Corp* 7,875
600 McKesson Corp 30,375
$46,800
WHOLESALE TRADE -CONSUMER --- 0.3%
1,000 Bergen Brunswig Corp 24,875
1,000 Fleming Companies Inc 20,625
3,400 Price/Costco Inc* 51,850
725 Rayonier Inc 24,197
400 Reebok International Ltd 11,300
100 Sunbeam-Oster Co 1,525
1,700 Supervalu Inc 53,550
$187,922
TOTAL COMMON STOCK --- 98.6% $63,896,683
(Cost $53,660,796)
SHORT-TERM INVESTMENTS
FOREIGN BANKS --- 1.4%
881,000 Canadian Imperial Bank of Commerce 881,000
$881,000
TOTAL SHORT-TERM INVESTMENTS --- 1.4% $881,000
(Cost $881,000)
TOTAL VALUE INDEX PORTFOLIO --- 100.0% $64,777,683
(Cost $54,541,796)
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements.
The financial statements are included in
Part B.
(b) Exhibits.
Items (b)(1)-(4), (b)(6)-(7), (b)(12) and
(b)(13) are incorporated by reference to
Registrant's Pre-Effective Amendment No.
1 to its Registration Statement dated
March 10, 1982.
Item (b)(5) is incorporated by reference
to Registrant's Post-Effective Amendment
No. 24 dated March 1, 1993 and Post-
Effective Amendments No. 28 and 29 dated
September 1, 1994.
Item (b)(8) is incorporated by reference
to Registrant's Post-Effective Amendment
No. 24 dated March 1, 1993.
Computation of Performance Quotations
[Item (b)(16)] is incorporated by
reference to Registrant's Post-Effective
Amendment No. 18 to its Registration
Statement dated May 1, 1989.
Items (b)(9) and (b)(14)-(15) are not
applicable.
(11) Written Consents
(a) Written consent of Jorden Burt
Berenson & Johnson, LLP .
(b) Written consent of Deloitte &
Touche LLP, Independent
Auditors for the Fund.
Item 25. Persons Controlled by or under Common Control
with Registrant.
The organizational chart showing persons
controlled by or under common control with
Registrant follows this page.
Item 26. Number of Holders of Securities:
(1) (2)
Number of Record Holders
Title of Class as of December 31,
1995
Common Stock ($.10 par value) 7
C-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.
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.
The Registrant undertakes to furnish each
person to whom a prospectus is delivered with
a copy of the Registrant's latest annual
report to shareholders upon request and
without charge.
C-2<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly
caused Post-Effective Amendment No. 45 to the
Registration Statement to be signed on its behalf, in the
City of Englewood, State of Colorado on the 29th day of
April, 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. 45 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 4/29/96
President (D. Low)
/s/ D. Low 4/29/96
Director (D. Low)
/s/ R. Jennings* 4/29/96
Director (R. Jennings)
/s/ R.P. Koeppe* 4/29/96
Director (R.P. Koeppe)
/s/ J.D. Motz 4/29/96
Director (J.D. Motz)
Signature and Title Date
/s/ S. Zisman* 4/29/96
Director (S. Zisman)
/s/ G.R. Derback 4/29/96
Treasurer (G.R. Derback)
/s/ G.R. Derback 4/29/96
Principal Financial Officer
(G.R. Derback)
/s/ G.R. Derback 4/29/96
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.<PAGE>
EXHIBIT 11 (a)
CONSENT OF JORDEN BURT BERENSON & KLINGENSMITH
<PAGE>
April 15, 1996
Maxim Series Fund, Inc.
8515 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
We consent to the use of our name under the caption
"Legal Counsel" in the Prospectus contained in Post-
Effective Amendment No. 45 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 &
Johnson LLP
JORDEN BURT BERENSON & JOHNSON
LLP<PAGE>
EXHIBIT 11(b)
CONSENT OF DELOITTE & TOUCHE LLP<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment
No. 45 to Registration Statement No. 2-75503 of Maxim
Series Fund, Inc. of our reports dated January 31, 1996
appearing in the Statement of Additional Information,
which is part of such Registration Statement, and to the
reference to us under the heading "Independent Auditors"
appearing in the Prospectus, which is also a part of such
Registration Statement.
DELOITTE & TOUCHE LLP
Denver, Colorado
April 25, 1996
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<NAME> STOCK INDEX
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<NAME> TOTAL RETURN
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</TABLE>
<TABLE> <S> <C>
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<NAME> CORPORATE BOND
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<PER-SHARE-DISTRIBUTIONS> 0.103
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.152
<EXPENSE-RATIO> 0.90
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 08
<NAME> SMALL-CAP INDEX
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 44793023
<INVESTMENTS-AT-VALUE> 51262092
<RECEIVABLES> 140106
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 233311
<TOTAL-ASSETS> 51635509
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 25225
<TOTAL-LIABILITIES> 25225
<SENIOR-EQUITY> 4418799
<PAID-IN-CAPITAL-COMMON> 40722416
<SHARES-COMMON-STOCK> 44187988
<SHARES-COMMON-PRIOR> 23412978
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6469069
<NET-ASSETS> 51610284
<DIVIDEND-INCOME> 516632
<INTEREST-INCOME> 66729
<OTHER-INCOME> 0
<EXPENSES-NET> 218365
<NET-INVESTMENT-INCOME> 218365
<REALIZED-GAINS-CURRENT> 1463489
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 8440010
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 774022
<DISTRIBUTIONS-OF-GAINS> 679942
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 29228483
<NUMBER-OF-SHARES-REDEEMED> 9719341
<SHARES-REINVESTED> 1265868
<NET-CHANGE-IN-ASSETS> 29273340
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (374,521)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 218365
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 218365
<AVERAGE-NET-ASSETS> 36329523
<PER-SHARE-NAV-BEGIN> 0.954
<PER-SHARE-NII> 0.010
<PER-SHARE-GAIN-APPREC> 0.239
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.036
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.168
<EXPENSE-RATIO> 0.60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 09
<NAME> SMALL-CAP VALUE
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 20865092
<INVESTMENTS-AT-VALUE> 21848370
<RECEIVABLES> 28078
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 85065
<TOTAL-ASSETS> 21961513
<PAYABLE-FOR-SECURITIES> 1169311
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22623
<TOTAL-LIABILITIES> 1191934
<SENIOR-EQUITY> 1946739
<PAID-IN-CAPITAL-COMMON> 17839562
<SHARES-COMMON-STOCK> 19467399
<SHARES-COMMON-PRIOR> 9747292
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 983278
<NET-ASSETS> 20769579
<DIVIDEND-INCOME> 499284
<INTEREST-INCOME> 76695
<OTHER-INCOME> 0
<EXPENSES-NET> 200865
<NET-INVESTMENT-INCOME> 76695
<REALIZED-GAINS-CURRENT> 995930
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 2333807
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1022093
<DISTRIBUTIONS-OF-GAINS> 348951
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13586753
<NUMBER-OF-SHARES-REDEEMED> 5165741
<SHARES-REINVESTED> 1299095
<NET-CHANGE-IN-ASSETS> 11047731
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 148789
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 226663
<AVERAGE-NET-ASSETS> 14916296
<PER-SHARE-NAV-BEGIN> 0.997
<PER-SHARE-NII> 0.029
<PER-SHARE-GAIN-APPREC> 0.123
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.064
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.067
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> INTERNATIONAL EQUITY
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 51596508
<INVESTMENTS-AT-VALUE> 54692041
<RECEIVABLES> 80706
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 321989
<TOTAL-ASSETS> 55094736
<PAYABLE-FOR-SECURITIES> 9142
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67926
<TOTAL-LIABILITIES> 77068
<SENIOR-EQUITY> 4828030
<PAID-IN-CAPITAL-COMMON> 47094105
<SHARES-COMMON-STOCK> 48280296
<SHARES-COMMON-PRIOR> 30150761
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1099185
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1996348
<NET-ASSETS> 55017668
<DIVIDEND-INCOME> 1002855
<INTEREST-INCOME> 459836
<OTHER-INCOME> 0
<EXPENSES-NET> 688657
<NET-INVESTMENT-INCOME> 774034
<REALIZED-GAINS-CURRENT> 206174
<APPREC-INCREASE-CURRENT> 2053649
<NET-CHANGE-FROM-OPS> 3261703
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 939740
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 38071657
<NUMBER-OF-SHARES-REDEEMED> 20788292
<SHARES-REINVESTED> 846169
<NET-CHANGE-IN-ASSETS> 22836719
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (40,469)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 459104
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 697479
<AVERAGE-NET-ASSETS> 45445639
<PER-SHARE-NAV-BEGIN> 1.067
<PER-SHARE-NII> 0.019
<PER-SHARE-GAIN-APPREC> 0.076
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.022
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.140
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> INVESCO ADR
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 2346649
<INVESTMENTS-AT-VALUE> 2643437
<RECEIVABLES> 342
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 41532
<TOTAL-ASSETS> 2685311
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3342
<TOTAL-LIABILITIES> 3342
<SENIOR-EQUITY> 237298
<PAID-IN-CAPITAL-COMMON> 2162184
<SHARES-COMMON-STOCK> 2382982
<SHARES-COMMON-PRIOR> 2005173
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 296788
<NET-ASSETS> 2681969
<DIVIDEND-INCOME> 53857
<INTEREST-INCOME> 5859
<OTHER-INCOME> 0
<EXPENSES-NET> 33562
<NET-INVESTMENT-INCOME> 26154
<REALIZED-GAINS-CURRENT> (15,301)
<APPREC-INCREASE-CURRENT> 325054
<NET-CHANGE-FROM-OPS> 335907
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 26154
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 533022
<NUMBER-OF-SHARES-REDEEMED> 180629
<SHARES-REINVESTED> 25116
<NET-CHANGE-IN-ASSETS> 705135
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 22375
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 62208
<AVERAGE-NET-ASSETS> 2011530
<PER-SHARE-NAV-BEGIN> 0.986
<PER-SHARE-NII> 0.012
<PER-SHARE-GAIN-APPREC> 0.140
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.012
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.126
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 12
<NAME> INVESCO SMALL-CAP GROWTH
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 5594219
<INVESTMENTS-AT-VALUE> 6374760
<RECEIVABLES> 1578
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 14452
<TOTAL-ASSETS> 6390790
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5610
<TOTAL-LIABILITIES> 5610
<SENIOR-EQUITY> 501437
<PAID-IN-CAPITAL-COMMON> 5103202
<SHARES-COMMON-STOCK> 5014369
<SHARES-COMMON-PRIOR> 13289557
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 780541
<NET-ASSETS> 6385180
<DIVIDEND-INCOME> 11743
<INTEREST-INCOME> 49398
<OTHER-INCOME> 0
<EXPENSES-NET> 39948
<NET-INVESTMENT-INCOME> 21193
<REALIZED-GAINS-CURRENT> 212178
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1002967
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 153137
<DISTRIBUTIONS-OF-GAINS> 80234
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3445887
<NUMBER-OF-SHARES-REDEEMED> 627862
<SHARES-REINVESTED> 184815
<NET-CHANGE-IN-ASSETS> 4362800
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 34500
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 83585
<AVERAGE-NET-ASSETS> 3659695
<PER-SHARE-NAV-BEGIN> 1.005
<PER-SHARE-NII> 0.007
<PER-SHARE-GAIN-APPREC> 0.312
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.051
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.273
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 13
<NAME> MID-CAP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 123082211
<INVESTMENTS-AT-VALUE> 147964186
<RECEIVABLES> 283821
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 570100
<TOTAL-ASSETS> 148818107
<PAYABLE-FOR-SECURITIES> 175698
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 378215
<TOTAL-LIABILITIES> 553913
<SENIOR-EQUITY> 10951292
<PAID-IN-CAPITAL-COMMON> 112470910
<SHARES-COMMON-STOCK> 109512924
<SHARES-COMMON-PRIOR> 73697402
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6357
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 24835635
<NET-ASSETS> 148264194
<DIVIDEND-INCOME> 783184
<INTEREST-INCOME> 579210
<OTHER-INCOME> 0
<EXPENSES-NET> 1215017
<NET-INVESTMENT-INCOME> 147377
<REALIZED-GAINS-CURRENT> 4881021
<APPREC-INCREASE-CURRENT> 22438369
<NET-CHANGE-FROM-OPS> 27754362
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3342569
<DISTRIBUTIONS-OF-GAINS> 632032
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 49654238
<NUMBER-OF-SHARES-REDEEMED> 16792730
<SHARES-REINVESTED> 2954014
<NET-CHANGE-IN-ASSETS> 67175540
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1,053,798)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1049333
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1262606
<AVERAGE-NET-ASSETS> 110280766
<PER-SHARE-NAV-BEGIN> 1.100
<PER-SHARE-NII> 0.002
<PER-SHARE-GAIN-APPREC> 0.289
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.038
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.354
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 14
<NAME> T. ROWE PRICE EQUITY/INCOME
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 9474511
<INVESTMENTS-AT-VALUE> 10824282
<RECEIVABLES> 0
<ASSETS-OTHER> 98183
<OTHER-ITEMS-ASSETS> 10958733
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 8538
<OTHER-ITEMS-LIABILITIES> 8538
<TOTAL-LIABILITIES> 866816
<SENIOR-EQUITY> 8733608
<PAID-IN-CAPITAL-COMMON> 8668162
<SHARES-COMMON-STOCK> 2152273
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1349418
<NET-ASSETS> 10950195
<DIVIDEND-INCOME> 164404
<INTEREST-INCOME> 81382
<OTHER-INCOME> 0
<EXPENSES-NET> 52738
<NET-INVESTMENT-INCOME> 193048
<REALIZED-GAINS-CURRENT> 56115
<APPREC-INCREASE-CURRENT> 1687991
<NET-CHANGE-FROM-OPS> 1637507
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 236721
<DISTRIBUTIONS-OF-GAINS> 11265
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7059885
<NUMBER-OF-SHARES-REDEEMED> 751198
<SHARES-REINVESTED> 207202
<NET-CHANGE-IN-ASSETS> 8839893
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1177)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 44411
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 101454
<AVERAGE-NET-ASSETS> 2152273
<PER-SHARE-NAV-BEGIN> 0.981
<PER-SHARE-NII> 0.345
<PER-SHARE-GAIN-APPREC> 0.289
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.041
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.263
<EXPENSE-RATIO> 0.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 15
<NAME> FOREIGN EQUITY
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 59893337
<INVESTMENTS-AT-VALUE> 64305126
<RECEIVABLES> 60640
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 521806
<TOTAL-ASSETS> 64887572
<PAYABLE-FOR-SECURITIES> 403628
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 80076
<TOTAL-LIABILITIES> 483704
<SENIOR-EQUITY> 6524441
<PAID-IN-CAPITAL-COMMON> 57090605
<SHARES-COMMON-STOCK> 65244412
<SHARES-COMMON-PRIOR> 44940689
<ACCUMULATED-NII-CURRENT> (395,257)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,227,710)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6205453
<NET-ASSETS> 64403868
<DIVIDEND-INCOME> 1076539
<INTEREST-INCOME> 192989
<OTHER-INCOME> 0
<EXPENSES-NET> 872165
<NET-INVESTMENT-INCOME> 397363
<REALIZED-GAINS-CURRENT> (2,577,673)
<APPREC-INCREASE-CURRENT> 6430706
<NET-CHANGE-FROM-OPS> 3276129
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 708989
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 58347888
<NUMBER-OF-SHARES-REDEEMED> 38798865
<SHARES-REINVESTED> 754700
<NET-CHANGE-IN-ASSETS> 21643255
<ACCUMULATED-NII-PRIOR> (83,631)
<ACCUMULATED-GAINS-PRIOR> (650,037)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 581443
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 873924
<AVERAGE-NET-ASSETS> 57451772
<PER-SHARE-NAV-BEGIN> 0.952
<PER-SHARE-NII> 0.007
<PER-SHARE-GAIN-APPREC> 0.040
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.012
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0.987
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 16
<NAME> GROWTH INDEX
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 36503225
<INVESTMENTS-AT-VALUE> 44341318
<RECEIVABLES> 71805
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 311034
<TOTAL-ASSETS> 44724157
<PAYABLE-FOR-SECURITIES> 1187355
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21503
<TOTAL-LIABILITIES> 1208858
<SENIOR-EQUITY> 3233263
<PAID-IN-CAPITAL-COMMON> 32443943
<SHARES-COMMON-STOCK> 32332633
<SHARES-COMMON-PRIOR> 14003119
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7838093
<NET-ASSETS> 43515299
<DIVIDEND-INCOME> 452506
<INTEREST-INCOME> 49716
<OTHER-INCOME> 0
<EXPENSES-NET> 172719
<NET-INVESTMENT-INCOME> 329503
<REALIZED-GAINS-CURRENT> 330340
<APPREC-INCREASE-CURRENT> 7560999
<NET-CHANGE-FROM-OPS> 8220842
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 450313
<DISTRIBUTIONS-OF-GAINS> 177275
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 27703570
<NUMBER-OF-SHARES-REDEEMED> 9858532
<SHARES-REINVESTED> 484476
<NET-CHANGE-IN-ASSETS> 29343992
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 32255
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 172719
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 172719
<AVERAGE-NET-ASSETS> 28715788
<PER-SHARE-NAV-BEGIN> 1.012
<PER-SHARE-NII> 0.013
<PER-SHARE-GAIN-APPREC> 0.343
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.022
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.346
<EXPENSE-RATIO> 0.60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 17
<NAME> INVESTMENT GRADE CORPORATE BOND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 90769949
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<TABLE> <S> <C>
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<NAME> SHORT-TERM MATURITY BOND
<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
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<NAME> SMALL-CAP AGGRESSIVE GROWTH
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
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<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 20
<NAME> U.S. GOVERNMENT MORTGAGE SECURITIES
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
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<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 21
<NAME> VALUE INDEX
<S> <C>
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<PERIOD-END> DEC-31-1995
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