As filed with the Securities and Exchange Commission on
April 2, 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. 44 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 44 (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)
X immediately upon filing pursuant to paragraph (b)
of Rule 485
on pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (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
December 29, 1995. <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 Financial Highlights
Information
4. General Description of Registrant The Fund and
Introduction; Fund Portfolios; 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 Redemption
Introduction; Purchase and of Shares; Valuation
of Shares
8. Redemption or Repurchase Purchase and
Redemption of Shares
9. Pending Legal Proceedings Not Applicable
PART B
Statement of Additional
Form N-1A Item Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies The Fund
Portfolios
14. Management of the Registrant Management of the Fund
15. Control Persons and Principal Purchase and
Redemption of Shares
Holders of Securities
16. Investment Advisory and Other Services Management
of Fund
17. Brokerage Allocation Portfolio Transactions
and Brokerage
18. Capital Stock and Other Securities Not Applicable
19. Purchase, Redemption and Price of Purchase and
Redemption of Shares
Securities Being
Offered
20. Tax Status Taxes
21. Underwriters Not Applicable
22. Calculation of Yield Quotations Calculation of
of Performance Data Yields 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
Common Control Controlled by 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
of Investment Adviser Other Connections of
Investment Adviser
29. Principal Underwriters Principal Underwriters
30. Location of Accounts and Records Location of
Accounts and Records
31. Management Services Management Services
32. Undertakings Undertakings
33. Signatures Signatures<PAGE>
MAXIM SERIES FUND, INC.
8515 E. Orchard Rd., Englewood, Colorado 80111
Phone No. (303) 689-3000
Maxim Series Fund, Inc. (the Fund), an open-end
management investment company, includes the following
non-diversified investment portfolio: the Maxim Vista
Growth & Income Portfolio (the "Vista Portfolio").
The investment objective of the Vista Portfolio is
to provide its shareholders with long-term capital
appreciation and to provide dividend income. The Vista
Portfolio seeks to achieve its objective by investing all
of its investible assets in the Growth & Income Portfolio
("Growth & Income"), a non-diversified open-end
management investment company. Growth & Income seeks to
achieve its investment objective, which is identical to
the investment objective of the Vista Portfolio,
primarily through a broad portfolio (i.e., at least 80%
of its assets under normal circumstances) of common
stock.
This Prospectus sets forth concisely the information
about the Vista Portfolio that prospective investors
ought to know before investing.
Additional information about the Fund has been filed
with the Securities and Exchange Commission and is
available upon request, without charge by calling or
writing the Fund. The Statement of Additional
Information bears the same date as this Prospectus and
is incorporated by reference into this Prospectus in its
entirety.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.
THE GREAT-WEST LIFE ASSURANCE COMPANY
Investment Adviser
The date of this Prospectus is April 2, 1996 .
<PAGE>
FINANCIAL HIGHLIGHTS
Selected Data for a Share of Capital Stock
For the Period December 21, 1994 (Inception) to October
31, 1995
MAXIM VISTA GROWTH & INCOME PORTFOLIO1
Period Ended October 31,
1995
Net Asset Value, Beginning of Period $1.0000
Income From Investment Operations
Net Investment Income 0.0174
Net Gains or Losses on Securities
(realized or unrealized) 0.2133
Total Income From Investment Operations 0.2307
Less Distributions
Dividends (from net investment income) (0.0174)
Total Distributions (0.0174)
Net Asset Value, End of Period $1.2133
Total Return 2/3 27.30%
Net Assets, End of Period $49,403,163
Ratio of Expenses to Average Net Assets3 1.01%
Ratio of Net Investment Income
to Average Net Assets3 2.21%
Portfolio Turnover Rate4
1. The portfolio commenced operations on December 21,
1994.
2. The performance shown does not reflect fees or
expenses deducted at the separate account level.
3. Annualized.
4. All purchases and sales were of another Investment
Company.<PAGE>
INTRODUCTION
Maxim Series Fund, Inc. (the Fund) is an open-end
management investment company (a mutual fund) that sells
its shares to the Maxim Series Account, FutureFunds
Series Account, FutureFunds II Series Account, Retirement
Plan Series Account and Pinnacle Series Account of
Great-West Life & Annuity Insurance Company (GWL&A) and
to the TNE Series (k) Account (collectively "Series
Accounts") of The New England Mutual Life Insurance
Company ("TNE"). The shares in the Series Accounts are
currently used to fund benefits under certain individual
and group variable annuity contracts and variable life
insurance policies (the Variable Contracts) issued by
GWL&A and TNE. For information concerning your rights
under a variable contract, see the applicable Series
Account prospectus. Shares of the Fund are, and may in
the future be, used to fund benefits under other
contracts issued by GWL&A or its affiliates, TNE or its
affiliates, and other insurance companies. The
Great-West Life Assurance Company (Great-West) is the
Investment Adviser for the Fund and the Vista Portfolio.
The investment adviser of Growth & Income is The Chase
Manhattan Bank, N.A. ("Chase"), One Chase Manhattan
Plaza, New York, New York 10081.
THE FUND PORTFOLIOS
The Vista Portfolio has its own investment objective
and investment strategy. The investment objective may
not be changed without a vote of a majority of the shares
of the Vista Portfolio. A more detailed description of
the Vista Portfolio's investment policies and a glossary
further describing certain investment securities
mentioned in the discussion that follows are contained in
the Statement of Additional Information. Unlike other
portfolios of the Fund which directly acquire and manage
their own portfolio of securities, the Vista Portfolio
will seek to achieve its objectives by investing all of
its investible assets in Growth & Income. The Vista
Portfolio has an investment objective that is identical
to the investment objective of Growth & Income. The
various investments of and techniques employed by Growth
& Income are discussed under "Maxim Vista Growth & Income
Portfolio", below.
Smaller funds investing in Growth & Income may be
materially affected by the actions of larger funds
invested in Growth & Income. For example, if a large
fund withdraws from Growth & Income, the remaining funds
may experience higher pro rata operating expenses,
thereby producing lower returns, or Growth & Income may
become less diverse, resulting in increased portfolio
risk. (However, this possibility also exists for
traditionally structured funds which have large and/or
institutional investors.) Also, funds with a greater pro
rata ownership in Growth & Income could have effective
voting control of the operations of Growth & Income.
Whenever the Fund is requested to vote on matters
pertaining to Growth & Income, the Fund will hold a
meeting of shareholders of the Vista Portfolio and will
cast all of its votes in the same proportion as do the
Vista Portfolio's shareholders. See "The Fund And Its
Shares" in this prospectus for additional information
regarding shareholders of the Fund.
The Vista Portfolio may withdraw its investment in
Growth & Income at any time without shareholder approval
if the Board of Directors of the Fund decides it is in
the best interest of the Vista Portfolio to do so. Upon
any such withdrawal, the Board will consider what action
may be taken, including the investment of assets of the
Vista Portfolio in another underlying mutual fund having
the same investment objective as the Vista Portfolio or
the retention of an investment adviser to manage the
Vista Portfolio's assets in accordance with the
investment objective. The investment objective of the
Vista Portfolio, however, and the investment objective of
Growth & Income, can only be changed with shareholder
approval. There is no assurance that the Vista
Portfolio's investment objective will be achieved nor is
there any assurance that Growth & Income's investment
objective will be achieved.
Certain changes in Growth & Income's fundamental
objectives, policies and restrictions could require the
Vista Portfolio to redeem its interest. Any such
redemption could result in a distribution in kind of
securities (as opposed to cash distribution) by the
underlying mutual fund. Should such a distribution
occur, the Vista Portfolio could incur brokerage fees or
other transaction costs in converting such securities to
cash. In addition, a distribution in kind could result
in a less diversified portfolio of investments for the
Vista Portfolio and could affect adversely the liquidity
of the Vista Portfolio.
Following is a description of the Vista Portfolio
that will be managed on the basis described above.
Maxim Vista Growth & Income Portfolio
The investment objective of the Vista Portfolio is
to provide its shareholders with long-term capital
appreciation and to provide dividend income. The Vista
Portfolio seeks to achieve its objective by investing all
of its investible assets in the Growth & Income, a non-
diversified open-end management investment company
managed by Chase. Growth & Income seeks to achieve its
investment objective, which is identical to the
investment objective of the Vista Portfolio, primarily
through a broad portfolio (i.e., at least 80% of its
assets under normal circumstances) of common stock
(including foreign issuers). Foreign investments can
involve risk, however, that may not be present in
domestic securities. Please see "Foreign Investment
Risks" in this prospectus.
For the most part, Growth & Income will pursue a
"contrary opinion" investment approach, selecting common
stocks that are currently out of favor with investors in
the stock market. These securities are usually
characterized by a relatively low price/earnings ratio
(using normalized earnings), a low ratio of market price
to book value, or underlying asset values that are
believed to be not fully reflected in the current market
price. It is believed that the market risk involved in
this policy will be moderated somewhat by the anticipated
dividend returns on the stocks to be held by Growth &
Income.
Growth & Income normally will be fully invested and
will, in normal circumstances, invest at least 80% of its
assets in common stocks. However, Growth & Income
reserves the right to invest up to 100% of its assets in
cash, cash equivalents and debt securities for temporary
defensive purposes during periods that it is considered
to be particularly risky for investment in common stocks.
Growth & Income may enter into stock index futures
contracts, options on stock index futures contracts,
options on stock indexes and options on equity
securities, for the purpose of hedging its portfolio.
These investment practices involve certain special risks.
Please see the Statement of Additional Information
concerning more detailed information about these
practices.
To the extent the assets of Growth & Income are not
invested in common stocks, they will consist of or be
invested in cash, cash equivalents and short-term debt
securities, such as U.S. Government securities, bank
obligations, commercial paper and repurchase agreements.
Foreign Investment Risks
Investments in foreign securities present risks not
typically associated with investments in comparable
securities of U.S. issuers.
There may be less information publicly available
about a foreign corporate or government issuer than about
a U.S. issuer, and foreign corporate issuers are not
generally subject to accounting, auditing and financial
reporting standards and practices comparable to those in
the United States. The securities of some foreign
issuers are less liquid and at times more volatile than
securities of comparable U.S. issuers. Foreign brokerage
commissions and securities custody costs are often higher
than those in the United States, and judgments against
foreign entities may be more difficult to obtain and
enforce. With respect to certain foreign countries,
there is a possibility of governmental expropriation of
assets, confiscatory taxation, political or financial
instability and diplomatic developments that could affect
the value of investments in those countries. The receipt
of interest on foreign government securities may depend
on the availability of tax or other revenues to satisfy
the issuer's obligations.
Growth & Income's investments in foreign securities
may include investments in countries whose economies or
securities markets are not yet highly developed. Special
considerations associated with these investments (in
addition to the considerations regarding foreign
investments generally) may include, among others, greater
political uncertainties, an economy's dependence on
revenues from particular commodities or on international
aid or development assistance, currency transfer
restrictions, highly limited numbers of potential buyers
for such securities and delays and disruptions in
securities settlement procedures.
Most foreign securities held by Growth & Income will
be denominated in foreign currencies or traded in
securities markets in which settlements are made in
foreign currencies. Similarly, any income on such
securities is generally paid to Growth & Income in
foreign currencies. The value of these foreign
currencies relative to the U.S. dollar varies
continually, causing changes in the dollar value of a
Growth & Income's investments (even if the price of the
investments is unchanged) and changes in the dollar value
of a Growth & Income's income available for distribution
to its shareholders. The effect of changes in the dollar
value of a foreign currency on the dollar value of a
Growth & Income's assets and on the net investment income
available for distribution may be favorable or
unfavorable.
Growth & Income may incur costs in connection with
conversions between various currencies. In addition,
Growth & Income may be required to liquidate portfolio
assets, or may incur increased currency conversion costs,
to compensate for a decline in the dollar value of a
foreign currency occurring between the time when Growth
& Income declares and pays a dividend, or between the
time when Growth & Income accrues and pays an operating
expense in U.S. dollars.
Foreign Currency Exchange Transactions
Growth & Income may engage in foreign currency
exchange transactions to protect against uncertainty in
the level of future exchange rates. For example, Growth
& Income may engage in foreign currency exchange
transactions in connection with the purchase and sale of
securities ("transaction hedging") and to protect against
changes in the value of specific positions ("position
hedging").
Growth & Income may engage in transaction hedging to
protect against a change in foreign currency exchange
rates between the date on which Growth & Income contracts
to purchase or sell a security and the settlement date,
or to "lock in" the U.S. dollar equivalent of a dividend
or interest payment in a foreign currency. A portfolio
may purchase or sell a foreign currency on a spot (or
cash) basis at the prevailing spot rate in connection
with the settlement of transactions in securities
denominated in that foreign currency.
If conditions warrant, Growth & Income may also
enter into contracts to purchase or sell foreign
currencies at a future date ("forward contracts") and
purchase and sell foreign currency futures contracts as
a hedge against changes in foreign currency exchange
rates between the trade and settlement dates on
particular transactions and not for speculation. A
foreign currency forward contract is a negotiated
agreement to exchange currency at a future time at a rate
or rates that may be higher or lower than the spot rate.
Foreign currency futures contracts are standardized
exchange-traded contracts and have margin requirements.
For transaction hedging purposes Growth & Income may
also purchase or sell exchange-listed and over-the-
counter call and put options on foreign currency futures
contracts and on foreign currencies.
Growth & Income may engage in position hedging to
protect against the decline in the value relative to the
U.S. dollar of the currencies in which its portfolio
securities are denominated or quoted (or an increase in
the value of the currency in which the securities Growth
& Income intends to buy are denominated, when Growth &
Income holds cash or short-term investments). For
position hedging purposes, Growth & Income may purchase
or sell foreign currency futures contracts, foreign
currency forward contracts and options on foreign
currency futures contracts and on foreign currencies on
exchanges or over-the-counter markets. In connection
with position hedging, Growth & Income may also purchase
or sell foreign currency on a spot basis.
Growth & Income's currency hedging transactions may
call for the delivery of one foreign currency in exchange
for another foreign currency and may at times not involve
currencies in which its portfolio securities are then
denominated. "Cross hedging" activities may be engaged
in when it is believed that such transactions provide
significant hedging opportunities. Cross hedging
transactions involve the risk of imperfect correlation
between changes in the values of the currencies to which
such transactions relate and changes in the value of the
currency or other asset or liability which is the subject
of the hedge.
Hedging transactions involve costs and may result in
losses. Growth & Income will engage in over-the-counter
transactions only when appropriate exchange-traded
transactions are unavailable and when it is believed the
pricing mechanism and liquidity are satisfactory and the
participants are responsible parties likely to meet their
contractual obligations. There is no assurance that
appropriate foreign currency exchange transactions will
be available with respect to all currencies in which
investments may be dominated.
Hedging transactions may also be limited by tax
considerations. Hedging transactions may affect the
character or amount of distributions.
Growth & Income may invest in other types of certain
futures contracts and options which entail certain risks.
Please see the Statement of Additional Information for a
complete discussion of these investment techniques and
risks associated therewith.
MANAGEMENT OF THE FUND AND GROWTH & INCOME
Overall responsibility for management and
supervision of the Fund rests with the Fund's Directors
and overall responsibility for management and supervision
of Growth & Income rests with Trustees of Growth &
Income. The Fund currently has five Directors, three of
whom are not interested persons of the Fund within the
meaning of that term under the Investment Company Act of
1940. The Board of Directors of the Fund meets regularly
four times each year and at other times as necessary. By
virtue of the functions performed by Great-West as
Investment Adviser to the Fund and The Chase Manhattan
Bank, N.A. ("Chase") as investment adviser to Growth &
Income, the Fund requires no employees other than its
executive officers, none of whom devotes full time to the
affairs of the Fund. These officers are employees of
Great-West and receive compensation from it. The
Statement of Additional Information contains the names
of, and general background information regarding, each
Director and executive officer of the Fund and each
Trustee and executive officer of Growth & Income.
Investment Adviser of the Fund
Great-West, located at 8515 E. Orchard Rd.,
Englewood, Colorado 80111, serves as the Fund's
investment adviser. Through Power Corporation of Canada,
a holding and management company, Great-West is
controlled by a Canadian investor, Paul Desmarais, and
his associates. Great-West presently acts as the
investment adviser for Great-West Variable Annuity
Account A, a separate account of GWL&A registered as a
management investment company, and certain
non-registered, qualified corporate pension plan separate
accounts of GWL&A. Great-West is a registered investment
adviser with the Securities and Exchange Commission.
Subject to the supervision and direction of the
Fund's Board of Directors, Great-West generally manages
the Fund's portfolios in accordance with the Fund's
stated investment objectives and policies, makes
investment decisions for the Fund and places orders to
buy and sell securities on behalf of the Fund. The
investment adviser to Growth & Income, in which the Vista
Portfolio invests all its assets, manages Growth & Income
in accordance with Growth & Income's stated investment
objectives and policies, making investment decisions for
Growth & Income and placing orders to buy and sell
securities on behalf of Growth & Income. Great-West will
be responsible for accounting and administration of the
Vista Portfolio only.
With respect to the Vista Portfolio, Great-West
shall be responsible for all expenses, except
extraordinary expenses. Great-West performs certain
accounting and administrative services for the Vista
Portfolio and will receive monthly compensation at the
annual rate of 0.53% for its services provided with
respect to the Vista Portfolio.
Investment Adviser of Growth & Income
Chase manages the assets of Growth & Income pursuant
to an investment advisory agreement dated November 15,
1993. The day-to-day co-managers for Growth and Income
are Dave Klassen and Greg Adams, Vice Presidents of
Chase. Mr. Klassen, Head of U.S. Equity Funds Management
and Research for Chase, is also primarily responsible for
the day-to-day management of the Capital Growth Portfolio
for which Chase is investment adviser, as well as several
pooled equity funds. Mr. Klassen joined Chase in March
of 1992. Prior to that he spent 11 years at Dean Witter
Reynolds as Vice President and Portfolio Manager,
responsible for a number of mutual funds and individual
accounts.
Mr. Adams, Director of U.S. Equity Research for
Chase, is also responsible for managing the Vista Equity
Fund, the Vista Equity Income Fund and co-manages the
Vista Balanced Fund all of which are managed by Chase, as
well as a number of Chase's pooled equity funds. Mr.
Adams joined Chase in 1987 and has been responsible for
overseeing the proprietary computer model program used in
the U.S. equity selection process.
For its investment advisory services, Chase will
receive an annual fee computed daily and paid monthly at
an rate equal to .40% of Growth & Income's average daily
net assets. Chase may, from time to time, voluntarily
waive all or a portion of its fees payable under the
Advisory Agreement.
Chase, a wholly owned subsidiary of The Chase
Manhattan Corporation, a registered bank holding company,
is a commercial bank offering a wide range of banking and
investment services to customers throughout the United
States and around the world. Its headquarters are at One
Chase Manhattan Plaza, New York, New York 10081. Chase
is one of the largest commercial banks in the United
States and The Chase Manhattan Corporation is one of the
largest bank holding companies in the United States. The
Chase Manhattan Corporation through various subsidiaries
provides personal, corporate and institutional investment
management services. Chase, including its predecessor
organizations, has over 100 years of money management
experience and renders investment advisory services to
others. Also included among Chase's accounts are
commingled trust funds and a broad spectrum of individual
trust and investment management portfolios. These
accounts have varying investment objectives.
On August 27, 1995, The Chase Manhattan Corporation
announced its entry into an Agreement and Plan of Merger
(the "Merger Agreement") with Chemical Banking
Corporation ("Chemical"), a bank holding company,
pursuant to which The Chase Manhattan Corporation will
merge with and into Chemical (the "Holding Company
Merger"). Under the terms of the Merger Agreement,
Chemical will be the surviving corporation in the Holding
Company Merger, which will create the second largest bank
holding company in the United States based on assets.
The consummation of the Holding Company Merger is subject
to certain closing conditions. On December 11, 1995, the
respective shareholders of The Chase Manhattan
Corporation and Chemical voted to approve the Holding
Company Merger. The Holding Company Merger is expected
to be completed on or about March 31, 1996.
Subsequent to the Holding Company Merger, it is
expected that the adviser to Growth & Income, The Chase
Manhattan Bank, N.A., will be merged with and into
Chemical Bank, a New York State chartered bank ("Chemical
Bank")(the "Bank Merger" and together with the Holding
Company Merger, the "Mergers"). The surviving bank will
continue operations under the name The Chase Manhattan
Bank (as used herein, the term "Chase" refers to The
Chase Manhattan Bank, N.A. and its successor in the Bank
Merger, and the term "Adviser" means Chase (including its
successor in the Bank Merger) in its capacity as
investment adviser to Growth & Income). The consummation
of the Bank Merger is subject to certain closing
conditions, including the receipt of certain regulatory
approvals. The Bank Merger is expected to occur in July
1996.
Chemical is a publicly owned bank holding company
incorporated under Delaware law and registered under the
Federal Bank Holding Company Act of 1956, as amended. As
of December 31, 1995, through its direct or indirect
subsidiaries, Chemical managed more than $57 billion in
assets, including approximately $6.9 billion in mutual
fund assets in 11 mutual fund portfolios. Chemical Bank
is a wholly owned subsidiary of Chemical and is a New
York State chartered bank.
Chase and its affiliates may have deposit, loan and
other commercial banking relationships with the issuers
of securities purchased on behalf of Growth & Income,
including outstanding loans to issuers which may be
repaid in whole or in part with the proceeds of
securities so purchased. Chase and its affiliates deal,
trade and invest for their own accounts in U.S.
Government obligations, municipal obligations and
commercial paper and are among the leading dealers of
various types of U.S. Government obligations and
municipal obligations. Chase will not invest Growth &
Income's assets in any U.S. Government obligation,
municipal obligations or commercial paper purchased from
itself or any affiliate, although under certain
circumstances such securities may be purchased from other
members of an underwriting syndicate in which Chase or an
affiliate is a non-principal member. This restriction
may limit the amount or type of U.S. Government
obligations, municipal obligations or commercial paper
available to be purchased by Growth & Income. Chase has
informed Growth & Income that in making its investment
decisions, it does not obtain or use material inside
information in the possession of any other division or
department of Chase, including the division that performs
services for Growth & Income as custodian, or in the
possession of any affiliate of Chase.
Chase has been advised by its legal counsel that it
may provide the services described above, without
violating the federal banking law commonly known as the
Glass-Steagall Act ("Act"). The Act generally bars banks
from publicly underwriting or distributing certain
securities.
The U.S. Supreme Court in its 1981 decision in Board
of Governors of the Federal Reserve System v. Investment
Company Institute determined that, consistent with the
requirements of the Act, a bank may serve as an
investment adviser to a registered, closed-end investment
company. Other decisions of banking regulators have
supported the position that a bank may act as investment
adviser to a registered, open-end investment company.
Based on the advice of its counsel, Chase believes that
the Court's decision, and these other decisions of
banking regulators, permit it to serve as investment
adviser to a registered, open-end investment company.
Possible future changes in federal law or
administrative or judicial interpretations of current or
future law, however, could prevent Chase from continuing
to perform investment advisory services for Growth &
Income. If that occurs, Growth & Income's Board of
Trustees promptly would seek to obtain for Growth &
Income the services of another qualified adviser.
Although no assurances can be given, Growth & Income
believes that, if necessary, the transfer to a new
adviser could be accomplished without undue disruption to
operations.
Chase also serves as administrator to Growth &
Income and is entitled to a fee computed daily and paid
monthly at an annual rate equal to 0.05% of Growth &
Income's average daily net assets. Chase may, from time
to time, voluntarily waive all or a portion of its
administrative fees.
Additionally, expenses attributable to and payable
by the Growth & Income Portfolio, currently at the annual
rate of 0.02% of Growth & Income's average daily net
assets, are paid monthly. Expenses include, but are not
limited to, expenses connected with the execution,
recording and settlement of security transactions; fees
and expenses of Growth & Income's custodian for all
services to Growth & Income, including safekeeping of
funds and securities and maintaining required books and
accounts; expenses of preparing and mailing reports to
investors and to government officers and commissions; and
expenses of meetings of investors.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends from the investment income of the Vista
Portfolio shall be declared and reinvested quarterly in
additional shares of Growth & Income at net asset value.
Distributions of net realized capital gains, if any, are
declared in the fiscal year in which they have been
realized and are reinvested in additional shares of
Growth & Income at net asset value.
The Fund has qualified, and intends to continue to
qualify, as a registered investment company under
Subchapter M of the Internal Revenue Code (Code). Each
Portfolio of the Fund will be treated as a separate
corporation for federal income tax purposes. The Fund
intends to distribute all of its net income so as to
avoid any Fund-level tax. Therefore, dividends derived
from interest and distributions of any realized capital
gains will be taxable, under Subchapter M, to the Fund's
shareholders, which in this case are GWL&A's Series
Accounts. The Fund also intends to distribute sufficient
income to avoid the imposition of the Code Section 4982
excise tax.
For a discussion of the taxation of GWL&A or TNE and
the Series Accounts, see Federal Tax Considerations
included in the applicable Series Account prospectus.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Fund (i.e., its Portfolios) are sold
and redeemed at their net asset value next determined
after initial receipt of purchase order or notice of
redemption without the imposition of any sales commission
or redemption charge. However, certain deferred sales
and other charges may apply to the variable contracts.
Such charges are described in the applicable Series
Account prospectus.
VALUATION OF SHARES
A portfolio's net asset value per share is
determined as of 4:00 p.m., EST/EDT time once, daily,
Monday through Friday, except on: (i) holidays on which
the New York Stock Exchange is closed, or (ii) on days on
which Growth & Income is not valued.
Since the Vista Portfolio will invest all its
investible assets in Growth & Income, the value of the
Vista Portfolio's shares will be equal to the value of
its beneficial interests in Growth & Income. If the
securities owned by Growth & Income increase in value,
the value of the Vista Portfolio's shares will increase.
If the securities owned by Growth & Income decrease in
value, the value of the Vista Portfolio's shares will
also decline. In this way, investors participate in any
change in the value of the securities owned by Growth &
Income.
THE FUND AND ITS SHARES
The Fund was incorporated under the laws of the
State of Maryland on December 7, 1981 and is registered
with the Securities and Exchange Commission as a
diversified, open-end, management investment company.
The Fund commenced operations on February 25, 1982.
The Fund offers a separate class of common stock for
each portfolio. All shares will have equal voting
rights, except that only shares of a respective portfolio
will be entitled to vote on matters concerning only that
portfolio. Each issued and outstanding share of a
portfolio is entitled to one vote and to participate
equally in dividends and distributions declared by that
portfolio and, upon liquidation or dissolution, to
participate equally in the net assets of such portfolio
remaining after satisfaction of outstanding liabilities.
The shares of each portfolio, when issued, will be fully
paid and non-assessable, have no preference, preemptive,
conversion, exchange or similar rights, and will be
freely transferable. Shares do not have cumulative
voting rights and the holders of more than 50% of the
shares of the Fund voting for the election of Directors
can elect all of the Directors of the Fund if they choose
to do so and, in such event, holders of the remaining
shares would not be able to elect any Directors.
The Series Accounts, as part of GWL&A or TNE, and
Great-West, which provided the Fund's initial
capitalization, and the affiliates of Great-West or TNE,
will be holders of the shares and be entitled to exercise
the rights directly as described in the applicable Series
Account prospectus. Whenever the Fund is requested to
vote on matters pertaining to Growth & Income, the Fund
will hold a meeting of shareholders of the Vista
Portfolio and will cast all of its votes in the same
proportion as do the Vista Portfolio's shareholders.
The Fund offers its shares to the Series Accounts.
For various reasons, it may become disadvantageous for
one or more of the Series Accounts to continue to invest
in Fund shares. In such an event, one or more Series
Accounts may redeem its Fund shares. For further
information, see the Statement of Additional Information.
PERFORMANCE RELATED INFORMATION
The Fund may advertise certain performance related
information. Performance information about the Fund is
based on the Vista Portfolio's and/or Growth & Income's
past performance only and is no indication of future
performance.
The Fund may include total return in advertisements
or other sales materials regarding the Vista Portfolio.
When the Fund advertises the total return of one its
portfolios, it will usually be calculated for one year,
five years, and ten years or some other relevant period
if the Vista Portfolio and Growth & Income have not been
in existence for at least ten years. Total return is
measured by comparing the value of an investment in the
portfolio at the beginning of the relevant period to the
value of the investment at the end of the period
(assuming immediate reinvestment of any dividends or
capital gains distributions). The performance of the
Vista Portfolio will be affected by charges and fees at
the separate account level.
The Vista Portfolio may also advertise its yield in
addition to total return. This yield will be computed by
dividing the net investment income per share earned
during a recent one-month period by the net asset value
of a Vista Portfolio share (reduced by any dividend
expected to be paid shortly out of Vista Portfolio
income) on the last day of the period.
<PAGE>
GENERAL INFORMATION
Reports to Shareholders
The fiscal year of the Vista Portfolio and Growth &
Income ends on October 31 of each year. The Fund will
send to its shareholders, at least semi-annually, reports
of the Vista Portfolio and other information. An annual
report, containing financial statements, audited by
independent certified public accountants, will be sent to
shareholders each year.
Custodian for the Fund and Growth & Income
Morgan Guaranty Trust Company of New York
("Morgan"), New York City, New York, acts as custodian of
the Fund's assets. Morgan has custody of the Fund's
assets held within and outside the United States. Morgan
holds the Fund's assets in safekeeping and collects and
remits the income thereon subject to the instructions of
the Fund.
The custodian of Growth & Income's assets is Chase,
whose duties include safeguarding and controlling Growth
& Income's cash and securities and other related
functions.
Independent Auditors for the Fund and Growth & Income
Deloitte & Touche LLP has been selected as the
independent auditors of the Fund. The selection of
independent auditors is subject to annual ratification by
the Fund's shareholders.
Price Waterhouse LLP has been selected as the
independent auditors of Growth & Income.
Legal Counsel for the Fund
Jorden Burt Berenson & 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.
Vista Portfolio
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional
Information is not a prospectus but
supplements and should be read in
conjunction with the Prospectus for
the Fund. A copy of the Prospectus
may be obtained from the Fund by
writing the Fund at 8515 E. Orchard
Rd., Englewood, Colorado 80111 or by
calling the Fund at (303) 689-3000.
THE GREAT-WEST LIFE ASSURANCE
COMPANY
Investment Adviser
The date of the Prospectus to which this Statement
of Additional Information relates and the date of
this Statement of Additional Information is
April 2, 1996 .
<PAGE>
TABLE OF CONTENTS
Page
Sale of Shares . . . . . . . . . . . . . . . . . . . .3
The Fund Portfolios. . . . . . . . . . . . . . . . . .3
Description of Investment Securities. . . . . . .3
Information About Securities Ratings. . . . . . 11
Investment Limitations. . . . . . . . . . . . . 13
Lending of Portfolio Securities . . . . . . . . 14
Management . . . . . . . . . . . . . . . . . . . . . 16
The Fund. . . . . . . . . . . . . . . . . . . . 16
Directors and Officers . . . . . . . . . . 16
The Investment Adviser . . . . . . . . . . 17
Advisory Fee . . . . . . . . . . . . . . . 17
The Growth & Income Portfolio . . . . . . . . . 17
Trustees and Officers. . . . . . . . . . . 17
The Investment Adviser of Growth & Income. 17
The Growth & Income Administrator. . . . . 20
Purchase and Redemption of Shares. . . . . . . . . . 20
Calculation of Yields. . . . . . . . . . . . . . . . 21
Calculation of Total Return. . . . . . . . . . . . . 22
Price Make-Up Sheet. . . . . . . . . . . . . . . . . 23
Financial Statements . . . . . . . . . . . . . . . . 24
<PAGE>
SALE OF SHARES
Shares of the Fund are sold to the FutureFunds
Series Account, FutureFunds II Series Account, Qualified
Series Account and Maxim Series Account, which are
separate accounts established by GWL&A to receive and
invest premiums paid under variable annuity contracts
issued by GWL&A. Shares of the Fund are also sold to TNE
Series (K) Account of New England Mutual Life Insurance
Company ("TNE") to fund benefits under variable annuity
contracts. Shares of the Fund are also sold to the
Pinnacle Series Account, a separate account established
by GWL&A to fund variable life insurance policies.
Shares of the Fund are, and in the future may be, sold to
other separate accounts of GWL&A, its affiliates or other
insurance companies. It is conceivable that in the
future it may be disadvantageous for variable life
insurance separate accounts and variable annuity separate
accounts to invest in the Fund simultaneously. Although
no such disadvantages are currently foreseen either to
variable life insurance policyowners or to variable
annuity contract owners, the Fund's Board of Directors
intends to monitor events in order to identify any
material conflicts between such policyowners and contract
owners and to determine what action, if any, should be
taken in response thereto. Material conflicts could
result from, for example, (1) changes in state insurance
laws, (2) changes in Federal income tax laws, (3) changes
in the investment management of any portfolio of the
Fund, or (4) differences in voting instructions between
those given by policyowners and those given by contract
owners.
THE FUND PORTFOLIOS
The discussion that follows provides supplemental
information to the discussion captioned "The Fund
Portfolios" in the Prospectus.
The Fund commenced operations as a management
investment company in 1982. The Maxim Vista Growth and
Income Portfolio (the "Vista Portfolio") was added
effective December 21, 1994.
Description of Investment Securities
1. Asset-Backed Securities. Asset-backed securities
may be classified as pass-through certificates of
collateralized obligations. They depend primarily
on the credit quality of the assets underlying such
securities, how well the entity issuing the
security is insulated from the credit risk of the
originator or any other affiliated entities and the
amount and quality of any credit support provided
to the securities. The rate of principal payment
on asset-backed securities generally depends on the
rate of principal payments received on the
underlying assets which in turn may be affected by
a variety of economic and other factors. As a
result, the yield on any asset-backed security is
difficult to predict with precision and actual
yield to maturity may be more or less than the
anticipated yield to maturity.
Pass-through certificates are asset-backed
securities which represent an 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 involves an
obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of
days from the date of the contract agreed upon by
the parties, at a price set at the time of the
contract. These contracts may be bought or sold to
protect the seller, to some degree, against a
possible loss resulting from an adverse change in
the relationship between foreign currencies and the
U.S. dollar. Forward contracts can be used to
protect the value of a seller's investment
securities by establishing a rate of exchange that
the seller can achieve at some future point in
time; they do not simulate fluctuations in the
underlying prices of the securities. Additionally,
although forward contracts tend to minimize the
risk of loss due to a decline in the value of the
hedged currency, at the same time, they tend to
limit any potential gains that might result should
the value of such currency increase.
11. Hybrid Instruments. Hybrid instruments have
recently been developed and combine the elements of
futures contracts or options with those of debt,
preferred equity or a depository instrument. Often
these hybrid instruments are indexed to the price
of a commodity, particular currency, or a domestic
or foreign debt or equity securities index. Hybrid
instruments may take a variety of forms, including,
but not limited to, debt instruments with interest
or principal payments or redemption terms
determined by reference to the value of a currency
or commodity or securities index at a future point
in time, preferred stock with dividend rates
determined by reference to the value of a currency,
or convertible securities with the conversion terms
related to a particular commodity. The risks
associated with hybrid instruments reflect a
combination of the risks of investing in
securities, options, futures and currencies,
including volatility and lack of liquidity.
Further, the prices of the hybrid instrument and
the related commodity or currency may not move in
the same direction or at the same time.
12. Index Futures Contracts. An index futures contract
obligates the seller to deliver (and the purchaser
to take) an amount of cash equal to a specific
dollar amount times the difference between the
value of a specific index at the close of the last
trading day of the contract and the price at which
the agreement is made. No physical delivery of the
underlying security in the index is made. When
purchasing an index futures contract or selling
index futures, (1) a segregated account consisting
of cash, U.S. Government securities, or other
liquid high-grade debt securities must be
maintained with the custodian bank (and marked to
market daily) which, when added to any amounts
deposited with a futures commission merchant as
margin, are equal to the market value of the
futures contract; or (2) the Fund must "cover" its
position.
13. Repurchase Agreements. A repurchase agreement is
an instrument under which the purchaser acquires
ownership of a debt security and the seller agrees
to repurchase the obligation at a mutually agreed
upon time and price. The total amount received on
repurchase is calculated to exceed the price paid
by the purchaser, reflecting an agreed upon market
rate of interest for the period from the time of
purchase of the security to the settlement date
(i.e., the time of repurchase), and would not
necessarily relate to the interest rate on the
underlying securities. A purchaser will only enter
repurchase agreements with underlying securities
consisting of U.S. Government or government agency
securities, certificates of deposit, commercial
paper or bankers' acceptances, and will be entered
only with primary dealers. While investment in
repurchase agreements may be made for periods up to
30 days, it is expected that typically such periods
will be for a week or less. The staff of the
Securities and Exchange Commission has taken the
position that repurchase agreements of greater than
7 days should be limited to an amount not in excess
of 10% of a purchaser's total assets.
Although repurchase transactions usually do not
impose market risks on the purchaser, the purchaser
would be subject to the risk of loss if the seller
fails to repurchase the securities for any reason
and the value of the securities is less than the
agreed upon repurchase price. In addition, if the
seller defaults, the purchaser may incur
disposition costs in connection with liquidating
the securities. Moreover, if the seller is
insolvent and bankruptcy proceedings are commenced,
under current law, the purchaser could be ordered
by a court not to liquidate the securities for an
indeterminate period of time and the amount
realized by the purchaser upon liquidation of the
securities may be limited.
14. Reverse Repurchase Agreements. Reverse repurchase
agreements involve the sale of securities held by
the seller, with an agreement to repurchase the
securities at an agreed upon price, date and
interest payment. The seller will use the proceeds
of the reverse repurchase agreements to purchase
other money market securities either maturing, or
under an agreement to resell, at a date
simultaneous with or prior to the expiration of the
reverse repurchase agreement. The seller will
utilize reverse repurchase agreements when the
interest income to be earned from the investment of
the proceeds from the transaction is greater than
the interest expense of the reverse repurchase
transaction.
15. Stripped Treasury Securities. Zero-Coupon Treasury
Securities come in two forms: U.S. Treasury bills
issued directly by the U.S. Treasury and U.S.
Treasury bonds or notes and their unmatured
interest coupons which have been separated by their
holder, typically a custodian bank or investment
brokerage firm. A number of securities firms and
banks have stripped the interest coupons from
Treasury bonds and notes and resold them in
custodial receipt programs with a number of
different names. The underlying Treasury bonds and
notes themselves are held in book-entry form at the
Federal Reserve Bank or, in the case of bearer
securities, in trust on behalf of the owners
thereof.
Publicly filed documents state that counsel to the
underwriters of these certificates or other
evidences of ownership of the U.S. Treasury
securities have stated that for Federal tax and
securities purposes, purchasers of such
certificates most likely will be deemed the
beneficial holders of the underlying U.S.
Government securities. In addition, such documents
state that the terms of custody for the custodial
receipt programs generally provide that the
underlying debt obligations will be held separate
from the general assets of the custodian and will
not be subject to any right, charge, security
interest, lien, or claim of any kind in favor of
the custodian or any person claiming through the
custodian, and the custodian will be responsible
for applying all payments received on these
underlying debt obligations, if any, to the related
receipts or certificates without making any
deductions other than applicable tax withholding.
The custodian is required to maintain insurance in
customary amounts to protect the holders of the
receipts or certificates against losses resulting
from the custody arrangement. The holders of
receipts or certificates, as the real parties in
interest, are entitled to the rights and privileges
of owners of the underlying debt obligations,
including the right, in the event of default, to
proceed directly and individually against the U.S.
Government without acting in concert with other
holders of such receipts or the custodian.
When U.S. Treasury obligations have been stripped
of their unmatured interest coupons by the holder,
the stripped coupons are sold off separately. The
principal or corpus is sold at a deep discount
because the buyer receives only the right to
receive a future fixed payment on the security and
does not receive any rights to periodic interest
payments. Once stripped or separated, the corpus
and coupons may be sold separately. Typically, the
coupons are sold separately or grouped with other
coupons with like maturity dates and sold in
bundled form. Purchasers of Stripped Treasury
Securities acquire, in effect, discount obligations
that are economically identical to the "zero coupon
bonds" that have been issued by corporations.
The U.S. Treasury has facilitated transfers of
ownership of Stripped Treasury Securities by
accounting separately for the beneficial ownership
of particular interest coupon and corpus payments
on U.S. Treasury securities through the Federal
Reserve book-entry record-keeping system. The
Federal Reserve program, as established by the U.S.
Treasury Department, is known as Separate Trading
of Registered Interest and Principal of Securities
or "STRIPS". The plan eliminates the need for the
trust or custody arrangements.
16. Swap Deposit. Swap deposits are foreign currency
short-term investments consisting of a foreign
exchange contract, a short-term note in foreign
currency and a foreign exchange forward contract
that is totally hedged in U.S. currency. This type
of investment can produce competitive yield in U.S.
dollars without incurring risks of foreign
exchange.
17. Time Deposit. A time deposit is a deposit in a
commercial bank for a specified period of time at a
fixed interest rate for which a negotiable
certificate is not received.
18. Variable Amount Master Demand Note. A variable
amount master demand note is a note which fixes a
minimum and maximum amount of credit and provides
for lending and repayment within those limits at
the discretion of the lender. Before investing in
any variable amount master demand notes, the
liquidity of the issuer must be determined through
periodic credit analysis based upon publicly
available information.
19. When-issued Securities. When the purchase of
securities on a "when-issued" or on a "forward
delivery" basis is permitted, it is expected that,
under normal circumstances, delivery of such
securities will be taken. When a commitment to
purchase a security on a "when-issued" or on a
"forward delivery" basis is made, procedures are
established for such purchase consistent with the
relevant policies of the Securities and Exchange
Commission. Since those policies currently
recommend that assets equal to the amount of the
purchase be held aside or segregated to be used to
pay for the commitment, cash, cash equivalents, or
high quality debt securities sufficient to cover
any commitments or to limit any potential risk are
expected to be held. However, although it is not
intended that such purchases would be made for
speculative purposes and adherence to the
provisions of the Securities and Exchange
Commission policies is expected, purchase of
securities on such bases may involve more risk than
other types of purchases. For example, the sale of
assets which have been set aside in order to meet
redemptions may be required. Also, if it is
determined that it is advisable as a matter of
investment strategy to sell the "when-issued" or
"forward delivery" securities, the then available
cash flow or the sale of securities would be
required to meet the resulting obligations, or,
although it would not normally be expected, from
the sale of the "when-issued" or "forward delivery"
securities themselves (which may have a value
greater or less than the payment obligation).
Futures Contracts and Options
Futures Contracts. A futures contract is a
bilateral agreement providing for the purchase and sale
of a specified type and amount of a financial instrument,
or, in the case of futures contracts on indexes of
securities, for the making and acceptance of a cash
settlement, at a stated time in the future for a fixed
price. By its terms, a futures contract provides for a
specified settlement date on which, in the case of the
majority of interest rate futures contracts, the fixed
income securities underlying a contract are delivered by
the seller and paid for by the purchaser, or on which, in
the case of a stock index futures contract, an amount
equal to a dollar amount multiplied by the difference
between the value of a stock index at the close of the
last trading day of the contract and the value of such
index at the time the futures contract was originally
entered into is settled between the purchaser and seller
in cash. The purchase or sale of a futures contract
differs from the purchase or sale of a security in that
no purchase price is paid or received at the time the
contract is entered into. Instead, an amount of cash or
cash equivalents, the value of which may vary but is
generally equal to 2% or less of the value of the
contract, must be deposited with the broker as initial
deposit or "margin". Subsequent payments to and from the
broker, referred to as "variation margin", are made on a
daily basis as the value of the index underlying the
futures contract fluctuates, making positions in the
futures contract more or less valuable, a process known
as "marking to the market".
At any time prior to the expiration of a futures
contract, a trader may elect to close out its position by
taking an opposite position, subject to the availability
of a secondary market, which will operate to terminate
the initial position. At that time, a final
determination of variation margin is made and any loss
experienced by a party is required to be paid to the
exchange clearing corporation, while any profit due to a
party must be delivered to it.
Futures contracts differ from options (which are
described below) in that they are bilateral agreements,
with both the purchaser and the seller equally obligated
to complete the transaction. Futures contracts call for
settlement only on the expiration date, and cannot be
"exercised" at any other time during their term.
Options on Futures Contracts. An option on a
futures contract gives the purchaser (the "holder") the
right, but not the obligation, to enter into a "long"
position in the underlying futures contract (i.e., a
purchase of such futures contract) in the case of an
option to purchase (a "call" option), or a "short"
position in the underlying futures contract (i.e., a sale
of such futures contract) in the case of an option to
sell (a "put" option), at a fixed priced (the "strike
price") up to a stated expiration date. The holder pays
a nonrefundable purchase price for the option, known as
the "premium". The maximum amount of risk the purchaser
of the option assumes is equal to the premium plus
related transaction costs, although this entire amount
may be lost. Upon exercise of the option by the holder,
the exchange clearing corporation establishes a
corresponding short position for the seller (the
"writer") of the option in the case of a call option, or
a corresponding long position in the case of a put
option. In the event that an option is exercised, the
parties will be subject to all the risks associated with
the trading of futures contracts, such as payment of
variation margin deposits. In addition, the writer of an
option on a futures contract, unlike the holder, is
subject to initial and variation margin requirements on
the option position.
An option, whether based on a futures contract, a
stock index or an equity security, becomes worthless to
the holder when it expires. A position in an option may
be terminated by the purchaser or seller prior to
expiration by effecting a closing purchase or sale
transaction subject to the availability of a secondary
market, which is the purchase or sale of an option of the
same series (i.e., the same exercise price and expiration
date) as the option previously purchased or sold. The
difference between the premiums paid and received
represents the party's profit or loss on the transaction.
Growth & Income may purchase put options on stock
index futures contracts, stock indexes or equity
securities for the purpose of hedging the relevant
portion of its securities portfolio against an
anticipated market-wide decline or against declines in
the values of individual portfolio securities, and Growth
& Income may purchase call options on such futures
contracts as a hedge against a market advance when it is
not fully invested. Growth & Income would write options
on such futures contracts primarily for the purpose of
terminating existing positions. In general, options on
stock indexes will be employed in lieu of options on
stock index futures contracts only where they present an
opportunity to hedged at lower cost. With respect to
option on equity securities, the Portfolio may, under
certain circumstances, purchase a combination of call
options on such securities and U.S. Treasury bills. It
is believed that such a combination may more closely
parallel movements in the value of the security
underlying the call option than would the option itself.
Further, while Growth & Income generally would not
write options on individual portfolio securities it may
do so under limited circumstances known as "targeted
sales" and "targeted buys", which involve the writing of
call or put options in an attempt to purchase or sell
portfolio securities at specific desired prices. Growth
& Income would receive a fee, or a "premium", for the
writing of the option. For example, where Growth &
Income seeks to sell portfolio securities at a "targeted"
price, it may write a call option at that price. In the
event that the market rises above the exercise price,
Growth & Income would receive its "targeted" price, upon
the exercise of the option, as well as the premium
income. Also, where Growth & Income seeks to buy
portfolio securities at a "targeted" price, it may write
a put option at that price for which it will receive the
premium income. In the event that the market declines
below the exercise price, Growth & Income would pay its
"targeted" price upon the exercise of the option. In the
event that the market does not move in the direction or
to the extent anticipated, however, the targeted sale or
buy might not be successful and Growth & Income could
sustain a loss on the transaction which may not be offset
by the premium received. In addition, Growth & Income
may be required to forego the benefits of an intervening
increase or decline in value of the underlying security.
Risk Factors Associated with Futures and Options
Transactions
In addition to any risk factors which may be
described above, the following sets forth certain
information regarding the potential risks associated with
Growth & Income's futures and options transactions.
Risk of Imperfect Correlation. Growth & Income's
ability effectively to hedge all or a portion of its
portfolio through transactions in futures, options on
futures or options on stock indexes depends on the degree
to which movements in the value of the securities or
index underlying such hedging instrument correlate with
movements in the value of the relevant portion of Growth
& Income's portfolio. If the values of the portfolio
securities being hedged do not move in the same amount or
direction as the underlying security or index, the
hedging strategy for Growth & Income might not be
successful and Growth & Income could sustain losses on
its hedging transaction which would not be offset by
gains on its portfolio. It is also possible that there
may be a negative correlation between the security or
index underlying a futures or option contract and the
portfolio securities being hedged, which could result in
losses both on the hedging transaction and the portfolio
securities. In such instances, Growth & Income's overall
return could be less than if the hedging transaction had
not been undertaken. Stock index futures or options
based on a narrower index of securities may present
greater risk than options or futures based on a broad
market index, as a narrower index is more susceptible to
rapid an extreme fluctuations resulting from changes in
the value of a small number of securities. Growth &
Income would, however, effect transactions in such
futures or options only for hedging purposes.
The trading of futures and options on indexes
involves the additional risk of imperfect correlation
between movements in the futures or option price and the
value of the underlying index. The anticipated spread
between the prices may be distorted due to differences in
the nature of the markets, such as differences in margin
requirements, the liquidity of such markets and the
participation of speculators in the futures and options
market. The purchase of an option on a futures contract
also involves the risk that changes in the value of
underlying futures contract will not be fully reflected
in the value of the option purchased. The risk of
imperfect correlation, however, generally tends to
diminish as the maturity date of the futures contract or
termination date of the option approaches. The risk
incurred in purchasing an option on a futures contract is
limited to the amount of the premium plus related
transaction costs, although it may be necessary under
certain circumstances to exercise the option and enter
into the underlying futures contract in order to realize
a profit. Under certain extreme market conditions, it is
possible that Growth & Income will not be able to
establish hedging positions, or that any hedging strategy
adopted will be insufficient to completely protect Growth
& Income.
Growth & Income will purchase or sell futures
contracts or options only if, in Chase's judgment, there
is expected to be a sufficient degree of correlation
between movements in the value of such instruments and
changes in the value of the relevant portion of Growth &
Income's portfolio for the hedge to be effective. There
can be no assurance that Chase's judgment will be
accurate.
Potential Lack of a Liquid Secondary Market. The
ordinary spreads between prices in the cash and futures
markets, due to differences in the natures of those
markets, are subject to distortions. First, all
participants in the futures market are subject to initial
deposit and variation margin requirements. This could
required Growth & Income to post additional cash or cash
equivalents as the value of the position fluctuates.
Further, rather than meeting additional variation margin
requirements, investors may close futures contracts
through offsetting transactions which could distort the
normal relationship between the cash and futures markets.
Second, the liquidity of the futures or options market
may be lacking. Prior to exercise or expiration, a
futures or option position may be terminated only by
entering into a closing purchase or sale transaction,
which requires a secondary market on the exchange on
which the position was originally established. While
Growth & Income will establish a futures or option
position only if there appears to be a liquid secondary
market therefor, there can be no assurance that such a
market will exist for any particular futures or option
contract at any specific time. In such event, it may not
be possible to close out a position held by Growth &
Income, which could require Growth & Income to purchase
or sell the instrument underlying the position, make or
receive a cash settlement, or meet ongoing variation
margin requirements. The inability to close out futures
or option positions also could have an adverse impact on
Growth & Income's ability effectively to hedge its
portfolio, or the relevant portion thereof.
The liquidity of a secondary market in a futures
contract or an option on a futures contract may be
adversely affected by "daily price fluctuation limits"
established by the exchanges, which limit the amount of
fluctuation in the price of a contract during a single
trading day and prohibit trading beyond such limits once
they have been reached. The trading of futures and
options contracts also is subject to the risk of trading
halts, suspensions, exchange or clearing house equipment
failures, government intervention, insolvency of the
brokerage firm or clearing house or other disruptions of
normal trading activity, which could at times make it
difficult or impossible to liquidate existing positions
or to recover excess variation margin payments.
Risk of Predicting Interest Rate Movements.
Investments in futures contracts on fixed income
securities and related indexes involve the risk that if
Chase's investment judgment concerning the general
direction of interest rates is incorrect, Growth &
Income's overall performance may be poorer than if it had
not entered into any such contract. For example, if
Growth & Income has been hedged against the possibility
of an increase in interest rates which would adversely
affect the price of bonds held in its portfolio and
interest rates decrease instead, Growth & Income will
lose part or all of the benefit of the increased value of
its bonds which have been hedged because it will have
offsetting losses in its futures positions. In addition,
in such situations, if Growth & Income has insufficient
cash, it may have to sell bonds from its portfolio to
meet daily variation margin requirements, possibly at a
time when it may be disadvantageous to do so. Such sale
of bonds may be, but will not necessarily be, at
increased prices which reflect the rising market.
Trading and Position Limits. Each contract market
on which futures and option contracts are traded has
established a number of limitations governing the maximum
number of positions which may be held by a trader,
whether acting alone or in concert with others. Chase
does not believe that these trading and position limits
will have an adverse impact on the hedging strategies
regarding Growth & Income's portfolio.
Restrictions on the use of Futures and Options Contracts
Regulations of the CFTC require Growth & Income to
enter into transactions in futures contracts and options
thereon for hedging purposes only, in order to assure
that it is not deemed to be a "commodity pool" under such
regulations. In particular, CFTC regulations require
that all short futures positions be entered into for the
purpose of hedging the value of securities held in Growth
& Income's portfolio, and that all long futures positions
either constitute bona fide hedging transactions, as
defined in such regulations, or have a total value not in
excess of an amount determined by reference to certain
cash and securities positions maintained for Growth &
Income, and accrued profits on such positions. In
addition, Growth & Income may not purchase or sell such
instruments if, immediately thereafter, the sum of the
amount of initial margin deposits on its existing futures
positions and premiums paid for options on futures
contracts would exceed 5% of the market value of Growth
& Income's total assets.
When Growth & Income purchases a futures contract,
an amount of cash or cash equivalents or high quality
debt securities will be deposited in a segregated account
with Growth & Income's custodian so that the amount so
segregated, plus the initial deposit and variation margin
held in the account if its broker, will at all times
equal the value of the futures contract, thereby insuring
that the use of such futures is unleveraged.
Growth & Income's ability to engage in the hedging
transaction described herein may be limited by the
current federal income tax requirement that Growth &
Income derive less than 30% of its gross income from the
sale or other disposition of stock or securities held for
less than three months.
In addition to the foregoing requirements, the Board
of Trustees has adopted an additional restriction on the
use of futures contracts and options thereon, requiring
that the aggregate market value of the futures contracts
held by Growth & Income not exceed 50% of the market
value of its total assets. Neither this restriction nor
any policy with respect to the above-referenced
restrictions, would be changed by the Board of Trustees
without considering the policies and concerns of the
various federal and state regulatory agencies.
Approval of the investors in Growth & Income is not
required to change these investment policies.
Information about Securities Ratings
Corporate Bonds - Moody's Investors Service, Inc.
Aaa - Bonds which are rated Aaa are judged to be of
the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt
edge". Interest payments are protected by a large or by
an exceptionally stable margin and principal is secure.
While the various protective elements are likely to
change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of
such issues.
Aa - Bonds which are rated Aa are judged to be of
high quality by all standards. Together with the Aaa
group they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may
be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat
larger than in Aaa securities.
A - Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper
medium-grade obligations. Factors giving security to
principal and interest are considered adequate but
elements may be present which suggest a susceptibility to
impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as
medium grade obligations, i.e., they are neither highly
protected nor poorly secured. Interest payments and
principal security appear adequate for the present but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of
time. Such bonds lack outstanding investment
characteristics and in fact have speculative
characteristics as well.
Ba - Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered
as well-assured. Often the protection of interest and
principal payments may be very moderate, and thereby not
well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in
this class.
B - Bonds where are rated B generally lack
characteristics of the desirable investment. Assurance
of interest and principal payments or of maintenance of
other terms of the contract over any long period of time
may be small.
<PAGE>
Corporate Bonds - Standard & Poor's Corporation
AAA - This is the highest rating assigned by
Standard & Poor's to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.
AA - Bonds rated AA also qualify as high-quality
debt obligations. Capacity to pay principal and interest
is very strong, and in the majority of instances they
differ from AAA issues only in a small degree.
A - Bonds rated A have a strong capacity to pay
principal and interest, although they are somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB - Bonds rated BBB are regarded as having an
adequate capacity to pay principal and interest. Whereas
they normally exhibit protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity for bonds rated BBB
than for bonds in the A category.
BB & B - Standard & Poor's describes the BB and B
rated issues together with issues rated CCC and CC. Debt
in these categories is regarded on balance as
predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms
of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation.
While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse
conditions.
Commercial Paper - Moody's Investors Service, Inc.
"Prime-1" - Commercial Paper issuers rated Prime-1
are judged to be of the best quality. Their short-term
debt obligations carry the smallest degree of investment
risk. Margins of support for current indebtedness are
large or stable with cash flow and asset protection well
assured. Current liquidity provides ample coverage of
near-term liabilities and unused alternative financing
arrangements are generally available. While protective
elements may change over the intermediate or longer term,
such changes are most unlikely to impair the
fundamentally strong position of short-term obligations.
"Prime-2" - Issuers in the Commercial Paper market
rated Prime-2 are high quality. Protection for short-
term holders is assured with liquidity and value of
current assets as well as cash generation in sound
relationship to current indebtedness. They are rated
lower than the best commercial paper issuers because
margins of protection may not be as large or because
fluctuations of protective elements over the near or
immediate term may be of greater amplitude. Temporary
increases in relative short and overall debt load may
occur. Alternative means of financing remain assured.
"Prime-3" - Issuers in the Commercial Paper market
rated Prime-3 have an acceptable capacity for repayment
of short-term promissory obligations. The effect of
industry characteristics and market composition may be
more pronounced. Variability in earning and
profitability may result in changes in the level of debt
protection measurements and the requirement for
relatively high financial leverage. Adequate alternate
liquidity is maintained.
Commercial Paper - Standard & Poor's Corporation
"A" - Issuers assigned this highest rating are
regarded as having the greatest capacity for timely
payment. Issuers in this category are further refined
with the designation 1, 2 and 3 to indicate the relative
degree of safety.
"A-1" - This designation indicates that the degree
of safety regarding timely payment is very strong.
"A-2" - Capacity for timely payment for issuers with
this designation is strong. However, the relative degree
of safety is not as overwhelming as for issues designated
"A-1".
"A-3" - Issuers carrying this designation have a
satisfactory capacity for timely payment. They are,
however, somewhat more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the
higher designation.
Investment Limitations
The Fund has adopted limitations regarding the
investment activity of the Vista Portfolio which are
fundamental policies and may not be changed without the
approval of the holders of a majority of the outstanding
voting shares of the Vista Portfolio. "Majority" for
this purpose and under the Investment Company Act of 1940
means the lesser of (i) 67% of the shares represented at
a meeting at which more than 50% of the outstanding
shares are represented or (ii) more than 50% of the
outstanding shares. A complete statement of all such
limitations are set forth below.
The Vista Portfolio will not:
1. Invest more than 25% of its total assets (taken at
market value at the time of each investment) in the
securities of issuers primarily engaged in the same
industry; utilities will be divided according to
their services; for example, gas, gas transmission,
electric and telephone each will be considered a
separate industry for purposes of this restriction;
provided that there shall be no limitation on the
purchase of obligations issued or guaranteed by the
U.S. Government, or its agencies or
instrumentalities, or of certificates of deposit
and bankers' acceptances, and positions in
permissible options and futures will not be subject
to this restriction.
2. Alone or together with any other investor make
investments for the purpose of exercising control
over, or management of any issuer.
3. Purchase or sell interests in commodities,
commodities contracts, or real estate, (including
limited partnership interests but excluding
securities secured by real estate or interests
therein), except that the Vista Portfolio may
purchase securities of issuers which invest or deal
in any of the above and may engage in permissible
futures and options transactions, permissible
forward purchases or sales of foreign currencies or
securities, and the purchase and sale of mortgage-
backed securities.
4 . Make loans, except as provided in limitation (5)
below and except through the purchase of debt
instruments (including, without limitation, bonds,
notes, debentures or other obligations and
certificates of deposit, bankers' acceptances and
fixed time deposits) in private placements (the
purchase of publicly-traded obligations are not
being considered the making of a loan) and further,
through the use of repurchase agreements or the
purchase of short-term obligations.
5 . Lend its portfolio securities in excess of one-
third 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 amounts in excess of 33 1/3% of its total
assets (including the amount borrowed), taken at
market value at the time of the borrowing, and then
only from banks as a temporary measure for
extraordinary or emergency purposes or by engaging
in reverse repurchase transactions; nor may the
Vista Portfolio pledge, mortgage, or hypothecate
more than 1/3 of its net assets to secure such
borrowings. In the event the Portfolio borrows in
excess of 5% of its total assets, at the time of
such borrowing it will have an asset coverage of at
least 300% and will not purchase additional
investment securities until any borrowings that
exceed 5% of the Portfolio's total assets are
repaid.
7 . Mortgage, pledge, hypothecate or in any manner
transfer, as security for indebtedness, any
securities owned or held by the Portfolio except as
may be necessary in connection with borrowings
mentioned in limitation (6) above, and then such
mortgaging, pledging or hypothecating may not
exceed 33 1/3% of the Vista Portfolio's total
assets, taken at market value at the time thereof;
provided that collateral arrangements with respect
to permissible futures and options transactions,
including initial and variation margin payments,
are not considered to be the pledge of assets for
purposes of this restriction.
8 . Underwrite securities of other issuers except
insofar as the Vista Portfolio may be deemed an
underwriter under the Securities Act of 1933 in
selling portfolio securities.
9. Issue any senior security (as defined in the 1940
Act), except that (a) the Vista Portfolio may
engage in transactions that may result in the
issuance of senior securities to the extent
permitted under the Portfolio's investment policies
and applicable regulations and interpretations of
the 1940 Act or an exemptive order; (b) the Vista
Portfolio may acquire other securities, the
acquisition of which may result in the issuance of
a senior security, to the extent permitted under
the Portfolio's investment policies and applicable
regulations or interpretations of the 1940 Act; and
(c) subject to the restrictions set forth above,
the Vista Portfolio may borrow money as authorized
by the 1940 Act. For purposes of this restriction,
collateral arrangements with respect to the Vista
Portfolio's permissible options and futures
transactions, including deposits of initial and
variation margin, are not considered to be the
issuance of a senior security.
The Vista Portfolio is subject to the following non-
fundamental investment limitations:
1. The Vista Portfolio may not invest more than 15% of
its net assets in illiquid securities.
2. The Vista Portfolio may not, with respect to 50% of
its assets, hold more than 10% of the outstanding
voting securities of an issuer.
3. The Vista Portfolio may not purchase or sell
interests in oil, gas, or mineral leases.
4. Write, purchase or sell puts, calls or combinations
thereof, except that the Vista Portfolio may buy
and sell permissible options and futures, and may
hold and sell warrants where the grantor of the
warrants is the issuer of the underlying
securities.
5. Purchase any securities on margin (except that the
Vista Portfolio may obtain such short-term credit
as may be necessary for the clearance of purchases
and sales of portfolio securities, and the Vista
Portfolio may make margin payments in connection
with permissible transactions in futures contracts
and options) or make short sales of securities or
maintain a short position, except that the Vista
Portfolio may sell short against the box.
In addition, Growth & Income is subject to
additional investment limitations which are set forth in
its prospectus and statement of additional information.
Growth & Income is also subject to certain non-
fundamental "operating" policies which may be changed by
the Board of Trustees of Growth & Income. Please see the
Statement of Additional Information of Growth & Income
regarding these operating policies.
Lending of Portfolio Securities
The Vista Portfolio is not permitted to make loans
to other persons, except (i) through the lending of its
portfolio securities and provided that any such liens not
exceed 30% of the Vista Portfolio's total assets (taken
at market value), (ii) through the use of repurchase
agreements or the purchase of short-term obligations and
provided that not more than 10% of the Vista Portfolio's
total assets will be invested in repurchase agreements
maturing in more than seven days, or (iii) by purchasing,
subject to the limitation in paragraph 6 above, a portion
of an issue of debt securities of types commonly
distributed privately to financial institutions; for
purposes of this limitation the purchase of short-term
commercial paper and other debt securities which are part
of an issue offered to the public shall not be considered
the making of a loan.
For purposes of the investment restrictions
described above, the issuer of a tax-exempt security is
deemed to be the entity (public or private) ultimately
responsible for the payment of the principal of and
interest on the security. For purposes of Investment
Restriction No. 7 industrial developments bonds, where
the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are
grouped together as an "industry".
In the event the Vista Portfolio were ever to redeem
its investment in Growth & Income and the Investment
Adviser were to manage the Vista Portfolio's assets
directly (or delegate such management to a sub-adviser),
the Vista Portfolio would be subject to the above-
described fundamental investment policies. If the Vista
Portfolio were to redeem its investment in Growth &
Income and invest in another investment company, the
shareholders of the Vista Portfolio would be asked to
approve the adoption of the investment policies of such
investment company to the extent necessary or appropriate
to allow the Vista Portfolio to make such investment.
<PAGE>
MANAGEMENT OF THE FUND
The Fund
Directors and Officers
The directors and executive officers of the Fund and
their principal occupations for at least the last five
years are set forth below:
Name, Relationship with Principal
the Fund, and Address Occupation
Past Five Years
Rex Jennings Economic Development
Director2 Consultant (since
1987)
Richard P. Koeppe, Ph.D. Retired
Director3 Superintendent,
Denver Public Schools
Dennis Low The Great-West Life
Director1 5 Assurance Company:
Executive Vice-
President, Financial
Services (since
1991); Senior Vice-
President,
Individual (1987-
1990)
James D. Motz The Great-West Life
Director1 5 Assurance Company:
Senior Vice-
President, Employee
Benefits Operations
(since 1991); Vice-
President, Group
(1981-1990)
Sanford Zisman Attorney, Zisman &
Director4 Ingraham, P.C.
Glen R. Derback The Great-West Life
Treasurer, Principal Assurance Company,
Financial and Accounting Vice-President,
Officer1 5 Financial Control
(since 1984);
Ruth B. Lurie The Great-West Life
Secretary1 5 Assurance Company,
Vice-President and
Counsel (since 1988)
_________________________________
1 Interested person as defined in the Investment
Company Act of 1940 and affiliated person of
Investment Adviser.
2 12501 East Evans Circle, Unit C, Aurora Colorado
80014
3 8679 East Kenyon Avenue, Denver, Colorado 80237
4 3773 Cherry Creek North Drive, Suite 250, Denver,
Colorado 80209.
5 The Great-West Life Assurance Company, 8515 E.
Orchard Road, Englewood, Colorado 80111.
The Investment Adviser of the Fund
The information that follows supplements the
information provided about the Investment Adviser under
the caption "Management of the Fund - Investment Adviser
of the Fund" in the Prospectus.
The Great-West Life Assurance Company (the
"Investment Adviser") serves as the investment adviser to
the Fund pursuant to an Investment Advisory Agreement
dated April 1, 1982 with the Fund. The Investment
Adviser is a 99.4% owned subsidiary of Great-West Lifeco
Inc., which in turn is an 86.4% subsidiary of Power
Financial Corporation, Montreal, Quebec. A majority of
the common stock of Power Financial Corporation is owned
by 171263 Canada Inc. 171263 Canada Inc is a wholly
owned subsidiary of Power Corporation of Canada, which,
in turn, is controlled by a Canadian investor, Paul
Desmarais, and his associates.
The Investment Advisory Agreement, as amended, was
considered by the Fund's Board of Directors, including a
majority of the Directors who are not "interested
persons" (as defined in the Investment Company Act of
1940), on April 11, 1995. The Agreement will remain in
effect until April 1, 1996 and will continue in effect
from year to year if approved annually (a) by the Board
of Directors of the Fund or by a majority of the
outstanding shares of the Fund, including a majority of
the outstanding shares of each portfolio, and (b) by a
majority of the Directors who are not parties to such
contract or "interested persons" of any such party. The
agreement is not assignable and may be terminated without
penalty on 60 days' written notice at the option of
either party or by the vote of the shareholders of the
Fund.
While the Investment Adviser is at all times subject
to the direction of the Board of Directors of the Fund,
the Investment Advisory Agreement provides that the
Investment Adviser, subject to review by the Board of
Directors, is responsible for the actual management of
the Fund and has responsibility for making decisions to
buy, sell or hold any particular security. The
Investment Adviser provides the portfolio managers for
the Fund. Such managers consider analysis from various
sources, make the necessary investment decisions and
effect transactions accordingly. The Investment Adviser
also is obligated to perform certain administrative and
management services for the Fund and is obligated to
provide all the office space, facilities, equipment and
personnel necessary to perform its duties under the
Agreement. With respect to the Vista Portfolio, because
all the Portfolio's investible assets will be invested in
Growth & Income, the investment adviser to Growth &
Income will manage Growth & Income in accordance with
Growth & Income's stated investment objectives and
policies, making investment decisions for Growth & income
and placing orders to buy and sell securities on behalf
of Growth & Income. Great-West will be responsible for
accounting and administration of the Vista Portfolio
only.
Fees
Since inception of the Portfolio on December 21,
1994, the Investment Adviser has been paid $ 132,910.16
for its administrative and accounting services.
The Growth and Income Portfolio ("Growth & Income")
Trustees and Officers
The Trustees and officers and their principal
occupations for at least the past five years are set
forth below. Their titles may have varied during that
period. Asterisks indicate those Trustees and officers
that are "interested persons" (as defined in the 1940
Act). Unless otherwise indicated below, the address of
each officer is 125 W. 55th Street, New York, New York
10019.
FERGUS REID, III* - Trustee. Chairman of the Board of
Trustees of Mutual Fund Group and Mutual Fund Trust.
Chairman and Chief Executive Officer, Lumelite
Corporation, since September 1985; Trustee, Morgan
Stanley Portfolios; from 1982 through 1984, Managing
Director, Bernhard Associates (venture capital firm).
Address: 971 West Road, New Canaan, Connecticut 06840.
DR. RICHARD E. TEN HAKEN - Trustee. Former District
Superintendent of Schools, Monroe No.2 and Orleans
Counties, New York; Chairman of the Finance and the Audit
and Accounting Committees, Member of the Executive
Committee; Chairman of the Board and President, New York
State Teachers' Retirement System.
Address: 4 Barnfield Road, Pittsford, New York 14534.
H. RICHARD VARTABEDIAN* - Trustee, President and Chairman
of Growth and Income. Consultant, Republic Bank of New
York; formerly, Senior Investment Officer, Division
Executive of the Investment Management Division of The
Chase Manhattan Bank, N.A., 1980 through 1991.
Address: P.O. Box 296, Beach Road, Hendrick's Head,
Southport, Maine 04576
STUART W. CRAGIN, JR. - Trustee. Retired; formerly,
President, Fairfield Testing Laboratory, Inc. He has
previously served in a variety of marketing,
manufacturing and general management positions with Union
Camp Corp., Trinity Paper & Plastics Corp., and Conover
Industries.
Address: 108 Valley Road, Cos Cob, Connecticut 06807.
IRVING L. THODE - Trustee. Retired; Vice President of
Quotron Systems. He has previously served in a number of
executive positions with Control Data Corp., including
President of its Latin American Operations, and General
Manager of its Data Services business.
Address: 80 Perkins Road, Greenwich, Connecticut 06830.
The Board of Trustees met seven times during the
twelve months ended December 31, 1995, and each of the
Trustees attended at least 75% of those meetings.
The Board of Trustees of the Trust presently has an
Audit Committee. The members of the Audit Committee are
Messrs. Ten Haken (Chairman), Vartabedian Cragin, Thode
and Reid. The function of the Audit Committee is to
recommend independent auditors and monitor accounting and
financial matters. The Audit Committee met two times
during the fiscal year ended October 31, 1995.
* Interested Trustees as defined under the 1940 Act.
Principal Executive Officers
The principal executive officers of the Trust are as
follows:
H. RICHARD VARTABEDIAN* - President and Trustee.
MARTIN R. DEAN* - Treasurer and Assistant Secretary; Vice
President, BISYS Group Portfolios, Inc.
ANN BERGIN* - Secretary and Assistant Treasurer; Vice
President, BISYS Funds Group, Inc.; and Secretary, Vista
Broker-Dealer Services, Inc.
The Investment Adviser of Growth & Income
The Chase Manhattan Bank, N.A. ("Chase") manages the
assets of Growth & Income pursuant to an investment
advisory agreement, dated November 15, 1993 (the
"Advisory Agreement"). Subject to such policies as the
Board of Trustees may determine, Chase makes investment
decisions for Growth & Income. Pursuant to the terms of
the Advisory Agreement, Chase provides Growth & Income
with such investment advice and supervision as it deems
necessary for the proper supervision of Growth & Income's
investments. Chase continuously provides investment
programs and determines from time to time what securities
shall be purchased, sold or exchanged and what portion of
Growth & Income's assets shall be held uninvested. Chase
furnishes, at its own expense, all services, facilities
and personnel necessary in connection with managing the
investments and effecting portfolio transactions for
Growth & Income. The other expenses attributable to, and
payable by Growth & Income, are described under
"Investment Adviser of Growth & Income Portfolio" in the
Prospectus. The Advisory Agreement for Growth & Income
will continue in effect from year to year only if such
continuance is specifically approved at least annually by
the Board of Trustees or by vote of a majority of Growth
& Income's outstanding voting securities and, in either
case, by a majority of the Trustees who are not parties
to the Advisory Agreement or interested persons of any
such party, at a meeting called for the purpose of voting
on such Advisory Agreement.
Pursuant to the terms of the Advisory Agreement,
Chase is permitted to render services to others. Each
Advisory Agreement is terminable without penalty by
Growth & Income on not more than 60 days', nor less than
30 days' written notice when authorized either by a
majority Growth & Income's shareholders or by a vote of
a majority of the Board of Trustees of Growth & Income,
or by Chase on not more than 60 days', nor less than 30
days', written notice, and will automatically terminate
in the event of its "assignment" (as defined in the 1940
Act). The Advisory Agreement provides that Chase under
such Agreement shall not be liable for any error of
judgment or mistake of law or for any loss arising out of
any investment or for any act or omission in the
execution of portfolio transactions for Growth & Income,
except for wilful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason
of reckless disregard of its obligations and duties
thereunder.
On August 27, 1995, The Chase Manhattan Corporation
announced its entry into an Agreement and Plan of Merger
(the "Merger Agreement") with Chemical Banking
Corporation ("Chemical"), a bank holding company,
pursuant to which The Chase Manhattan Corporation will
merge with and into Chemical (the "Holding Company
Merger"). Under the terms of the Merger Agreement,
Chemical will be the surviving corporation in the Holding
Company Merger, which will create the second largest bank
holding company in the United States based on assets.
The consummation of the Holding Company Merger is subject
to certain closing conditions. On December 11, 1995, the
respective shareholders of The Chase Manhattan
Corporation and Chemical voted to approve the Holding
Company Merger. The Holding Company Merger is expected
to be completed on or about March 31, 1996.
Subsequent to the Holding Company Merger, it is
expected that the adviser to Growth & Income, The Chase
Manhattan Bank, N.A., will be merged with and into
Chemical Bank, a New York State chartered bank ("Chemical
Bank")(the "Bank Merger" and together with the Holding
Company Merger, the "Mergers"). The surviving bank will
continue operations under the name The Chase Manhattan
Bank (as used herein, the term "Chase" refers to The
Chase Manhattan Bank, N.A. and its successor in the Bank
Merger, and the term "Adviser" means Chase (including its
successor in the Bank Merger) in its capacity as
investment adviser to Growth & Income). The consummation
of the Bank Merger is subject to certain closing
conditions, including the receipt of certain regulatory
approvals. The Bank Merger is expected to occur in July
1996.
Chemical is a publicly owned bank holding company
incorporated under Delaware law and registered under the
Federal Bank Holding Company Act of 1956, as amended. As
of December 31, 1995, through its direct or indirect
subsidiaries, Chemical managed more than $57 billion in
assets, including approximately $6.9 billion in mutual
fund assets in 11 mutual fund portfolios. Chemical Bank
is a wholly owned subsidiary of Chemical and is a New
York State chartered bank.
In the event the operating expenses of Growth &
Income, when combined with those of the Vista Portfolio,
including all investment advisory, administration and
sub-administration fees, but excluding brokerage
commissions and fees, taxes, interest and extraordinary
expenses such as litigation, for any fiscal year exceed
the most restrictive expense limitation applicable to
Growth & Income imposed by the securities laws or
regulations thereunder of any state in which the shares
of Growth & Income are qualified for sale, as such
limitations may be raised or lowered from time to time,
the Adviser shall reduce its advisory fee (which fee is
described below) to the extent of its share of such
excess expenses. The amount of any such reduction to be
borne by the Adviser shall be deducted from the monthly
advisory fee otherwise payable with respect to Growth &
Income during such fiscal year; and if such amount should
exceed the monthly fee, the Adviser shall pay to Growth
& Income its share of such excess expenses no later than
the last day of the first month of the next succeeding
fiscal year.
In consideration of the services provided by Chase
pursuant to the Advisory Agreement, Growth & Income pays
an investment advisory fee computed and paid monthly
based on a rate equal to .40%. of Growth & Income's
average daily net assets, on an annualized basis for
Growth & Income's then-current fiscal year. However,
Chase may voluntarily agree to waive a portion of the
fees payable to it on a month-to-month basis.
The Growth & Income Administrator
Pursuant to an Administration Agreement, dated
November 15, 1993 (the "Administration Agreement"), Chase
serves as administrator of Growth & Income. Chase
provides certain administrative services to Growth &
Income, including among other responsibilities,
coordinating the negotiation of contracts and fees with,
and the monitoring of performance and billing of, Growth
& Income's independent contractors and agents;
preparation for signature by an officer of Growth &
Income of all documents required to be filed for
compliance by Growth & Income with applicable laws and
regulations excluding those of the securities laws of
various states; arranging for the computation of
performance data, including net asset value and yield;
responding to shareholder inquiries; and arranging for
the maintenance of books and records of Growth & Income
and providing, at its own expense, office facilities,
equipment and personnel necessary to carry out its
duties. The administrator does not have any
responsibility or authority for the management of Growth
& Income, the determination of investment policy, or for
any matter pertaining to the distribution of shares of
Growth & Income or the Vista Portfolio.
Under the Administration Agreement, Chase renders
administrative services to others. The administration
agreement will continue in effect from year to year with
respect to Growth & Income only if such continuance is
specifically approved at least annually by the Board of
Trustees or by vote of a majority of Growth & Income's
outstanding voting securities and, in either case, by a
majority of the Trustees who are not parties to the
administration agreement of "interested person" (as
defined in the 1940 Act) or any such party. The
administration agreement is terminable without penalty by
the Trust on behalf of Growth & Income on 60 days'
written notice when authorized either by a majority vote
of Growth & Income's shareholders or by a vote of a
majority of the Board of Trustees, including a majority
of the Trustees who are not "interested persons" (as
defined in the 1940 Act) Growth & Income, or by the
Administrator on 60 days' written notice, and will
automatically terminate in the event of its "assignment"
(as defined in the 1940 Act). The administration
agreement also provides that neither Chase nor its
personnel shall be liable for any error of judgment or
mistake of law or for any act or omission in the
administration or management of Growth & Income, except
for wilful misfeasance, bad faith or gross negligence in
the performance of its or their duties or by reason of
reckless disregard of its or their obligations and duties
under the administration agreements.
In addition, the administration agreement provides
that, in the event the operating expenses of Growth &
Income, including all investment advisory, administration
and sub-administration fees, but excluding brokerage
commissions and fees, taxes, interest and extraordinary
expenses such as litigation, for any fiscal year exceed
the most restrictive expense limitation applicable to
Growth & Income imposed by the securities laws or
regulations thereunder of any state in which the shares
of Growth & Income or Vista Portfolio are qualified for
sale, as such limitations may be raised or lowered from
time to time, Chase shall reduce its administration fee
(which fee is described below) to the extent of its share
of such excess expenses. The amount of such reduction to
be borne by Chase shall be deducted from the monthly
administration fee otherwise payable to Chase during such
fiscal year; and if such amounts should exceed the
monthly fee, Chase shall pay to Growth & Income its share
of such excess expenses no later than the last day of the
first month of the next succeeding fiscal year.
In consideration of the services provided Chase
pursuant to the administration agreement, Chase receives
from Growth & Income a fee computed and paid monthly at
an annual rate equal to 0.05% of Growth & Income's
average daily net assets, on an annualized basis for
Growth & Income's then-current fiscal year. Chase may
voluntarily waive a portion of the fees payable to it
with respect to Growth & Income on a month-to-month
basis.
For the fiscal years ended October 31, 1992, 1993,
1994, and 1995, Chase, was paid or accrued the following
administration fees and voluntarily waived the amounts in
parentheses following such fees: $85,010 ($2,399);
$469,585; $600,633 and $851,900.
PURCHASE AND REDEMPTION OF SHARES
As of October 31, 1995, 100% of the 40,717,195
outstanding shares of the Vista Portfolio were held of
record by FutureFunds II Series Account.
CALCULATION OF YIELD
As summarized in the Prospectus under the heading
"Performance Related Information", yields of this
Portfolio will be computed by annualizing a recent
month's net investment income, divided by a Portfolio
share's net asset value on the last trading day of that
month multiplied by the average number of outstanding
shares for the period. Net investment income will
reflect amortization of any market value premium or
discount of fixed income securities and may include
recognition of a pro rata portion of the stated dividend
rate of dividend paying portfolio securities. The yields
of the Portfolios will vary from time to time depending
upon market conditions and the composition of the
Portfolios. Yield should also be considered relative to
changes in the value of the shares of the Portfolios and
to the relative risks associated with the investment
objectives and policies of the Portfolios. Below is an
example of the yield calculation for the Portfolio.
Maxim Vista Growth & Income Portfolio
The following is an example of the yield calculation
for the Portfolio based on a 30-day period ending October
31, 1995.
Formula: YIELD = 2[(a+b) + 1)6-1]
cd
Where: a = net investment income earned during
the period by the portfolio company
attributable to shares owned by the
sub-account.
b = expenses accrued for the period (net of
reimbursements).
c = the average daily number of accumulation
units outstanding during the period.
d = the maximum offering price per
accumulation unit on the last day of the
period
Yield as of October 31, 1995:
a = 86,747
b = 22,893
c = 38,799,606
d = 1.21334
Therefore, 1 month yield as of October 31, 1995 is
2.81% .
<PAGE>
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. Below is an example of the total return
calculation for the Portfolio.
MAXIM VISTA GROWTH & INCOME PORTFOLIO
TOTAL RETURN PERFORMANCE
FORMULA: P(1=T)N = ERV
WHERE:
T = Average annual total return.
N = The number of years including portions of
years, where applicable, for which the
performance is being measured.
ERV = Ending redeemable value of a hypothetical
$1.00 payment made at the inception of
the portfolio.
P = Opening redeemable value of a hypothetical
$1.00 payment made at the inception of the
portfolio.
The above formula can be restated to solve for T as
follows:
T = [ERV/P)1/N] -1
Inception to date total return as of October 31, 1995:
ERV = 1.23161
N = 0.863
P = 1.00
Therefore, total return as of October 31, 1995 is
27.30% 1 compounded annually.
1 annualized
<PAGE>
Price Make-up Sheet
Maxim Vista Growth & Income Portfolio
Period Ended 10/31/95
Per Share Amount
Undistributed Net Income -
Beginning of Year $ 0
Dividend Income 794,012
Interest Income
Operational Expenses (155,092)
Net Investment Income 638,920
Dividend Distribution -
End of Year 638,577
Undistributed Net Investment
Income -End of Year 343
.0000
Net Realized Gain(Loss) on
Investments - Beginning of Year 0
Net Realized Gain(Loss) on
Investments End of Year 1,414,461
Distribution from Net
Realized Gain 0
Accumulated Undistributed Net
Realized Gain(Loss)
on Investments 1,414,461
.0347
Net Unrealized Appreciation
(Depreciation) on Investments 4,389,466
.1078
Capital Stock at Par 4,071,719
.1000
Additional Paid-In Capital 39,527,174
.9708
Net Assets 49,403,163
1.2133
Shares Outstanding 40,717,195
<PAGE>
PART B
FINANCIAL STATEMENTS
The financial statements filed with Post-Effective
Amendment No. 43filed on February 27, 1996 are incorporated herein by
reference.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements.
The Financial Statements for the Maxim
Vista Growth & Income Portfolio and for
Growth & Income Portfolio filed with
Post-Effective Amendment No. 43 filed
February 27, 1996, are incorporated
herein by reference.
(b) Exhibits.
Items (b)(1)-(10), b(12) and b(13) are
incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 to its
Registration Statement dated March 10,
1982.
Items (b)(5) and (b)(8) are incorporated
by reference to Registrant's Post-
Effective Amendment No. 24 dated March 1,
1993. Computation of Performance
Quotations [Item (b)(16)] is incorporated
by reference to Registrant's Post-
Effective Amendment No. 18 to its
Registration Statement dated May 1, 1989.
(11) Written Consents
(a) Written consent of Jorden Burt
Berenson & Johnson, LLP.
(b) Written consent of Deloitte &
Touche, LLP.
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 October 31, 1995
Common Stock ($.10 par value) - 1 -
<PAGE>
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.
(a) Not applicable.
(b) Not applicable.
(c) Registrant undertakes to furnish each
person to whom a prospectus is delivered with
a copy of Registrant's latest annual report to
shareholders upon request and without charge.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies
that it meets all the requirements of this Registration
Statement pursuant to Rule 485(b) and has duly caused
Post-Effective Amendment No. 44 to the Registration
Statement to be signed on its behalf, in the City of
Englewood, State of Colorado, on the 27th day of March,
1996.
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. 44 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 3/27/96
President (D. Low)
/s/ D. Low 3/27/96
Director (D. Low)
/s/ R. Jennings* 3/27/96
Director (R. Jennings)
/s/ R.P. Koeppe* 3/27/96
Director (R.P. Koeppe)
/s/ J.D. Motz 3/27/96
Director (J.D. Motz)
S-1
<PAGE>
Signature and Title Date
/s/ S. Zisman* 3/27/96
Director (S. Zisman)
/s/ G.R. Derback 3/27/96
Treasurer (G.R. Derback)
/s/ G.R. Derback 3/27/96
Principal Financial Officer
(G.R. Derback)
/s/ G.R. Derback 3/27/96
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>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Growth and Income Portfolio has duly caused this
Post-Effective Amendment to the Registration Statement of
Maxim Vista Growth & Income Portfolio, to be signed on
its behalf by the undersigned, thereunto duly authorized,
in the City of New York, on the 26th day of March,
1996.
GROWTH AND INCOME PORTFOLIO
/s/ H. Richard Vartabedian
H. Richard Vartabedian,
Chairman
This Post-Effective Amendment to the Registration
Statement on Form N-1A has been signed below by the
following persons in the capacities and on the dates
indicated.
Signatures Title Date
/s/ H. Richard Vartabedian Chairman and 3/26/96
H. Richard Vartabedian Trustee
/s/ Stuart W. Cragin, Jr. Trustee 3/26/96
Stuart W. Cragin, Jr.
/s/ Fergus Reid, III Trustee 3/26/96
Fergus Reid, III
/s/ Irv Thode Trustee 3/26/96
Irv Thode
Trustee
Richard E. Ten Haken
<PAGE>
(11)(a)
CONSENT OF JORDEN BURT BERENSON AND JOHNSON<PAGE>
March 28, 1996
Maxim Series Fund
8515 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlement:
We hereby consent to the use of our name under the
caption "Legal Counsel for the Fund" in the Prospectus
contained in Post-Effective Amendment No. 44 to the
Registration Statement on Form N-1A (File No. 2-75503)
filed by Maxim Series Fund, Inc. with the Securiteis
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>
(11)(b)
CONSENT OF DELOITTE & TOUCHE, LLP <PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Post-Effective Amendment No. 44 to Registration Statement
No. 2-75503 of Maxim Series Fund, Inc. of our report
dated December 28, 1995 appearing in Post-Effective
Amendment No. 43 to Registration Statement No. 2-75503,
and to the reference to us under the heading "Independent
Auditors for the Fund and Growth & Income" appearing in
the Prospectus, which is a part of such Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
April 1, 1996
