MAXIM SERIES FUND, INC.
8515 East Orchard Road
Englewood, Colorado 80111
TO THE SHAREHOLDERS OF MAXIM VISTA GROWTH & INCOME PORTFOLIO:
We are pleased to present this Annual Report for Maxim Vista Growth & Income
Portfolio for the year ended October 31, 1997. The U.S. economy, in one of the
longest expansions in history, set the stage for solid stock market gains during
the reporting period. The market benefited from corporate profit growth, low
inflation and continuing inflows from both U.S. and overseas investors. Although
the largest U.S. stocks showed slightly higher gains than small- and
mid-capitalization issues, smaller issues closed the gap later in the year as
investors focused on compelling valuations and earnings. While U.S. stocks were
not immune to October's global correction caused by economic and currency
instability in Asia, prices recovered as investors recognized the enduring
strength of U.S. economic fundamentals.
U.S. bond markets were driven by an acute sensitivity to whether the high levels
of economic growth would lead to a resurgence of inflation. While this caused
bond investors to react to each economic report, inflation remained muted. As
the year ended, U.S. bond markets rallied as global investors turned to U.S.
Treasury securities in light of global stock market instability.
After a three-year period in which U.S. stock prices doubled, the October
volatility served as a reminder that equity markets are inherently volatile over
the short term. It's important for you to understand the potential risks and
returns in an investment program based on your time horizon and risk tolerance.
All of us at Vista look forward to continuing to help you work toward your
financial goals.
The following chart illustrates comparative performance for $10,000 invested in
the Maxim Growth & Income Portfolio and the Lipper Growth and Income Fund Index
from December 21, 1994 (Inception) to October 31, 1997.
------ ------- ---------- ---------- ------------ -----------------------
$20,000 Key
-----------------------
|_| Lipper Growth &
$ 19,000 Income Fund Index
|_| $19,335.42 o Maxim Vista Growth
o $19,113.10 & Income Portfolio
$18,000
$17,000 The Lipper Growth and
Income Funds Index,
$16,000 an equally weighted
performance
indicator,
tracks the total
$15,000 |_| $15,102.19 returns of the 30
largest growth and
income funds in the
industry.
$14,000 o $14,779.93 Funds included in the
index are
representative.
$13,000 of the market
|_|$12,407.36
$12,000
o$12,315.20
$11,000
$10,000
|_|o$10,000
------ ------- ---------- ---------- ------------ -----------------------
12/21/94 1995 1996 1997
------ ------- --------- ---------- ------------ -----------------------
Average Annual Total Returns for the Maxim Vista Growth & Income Portfolio:
One Year 29.33% Past performance is not a guarantee of future results. Five Year
N/A Investment return and principal value will fluctuate Ten Year N/A so that an
investor's shares, when redeemed, may Since Inception 24.86% be worth more or
less than original cost.
This report and the financial statements contained herein are submitted for the
general information of the shareholders of Orchard Series Fund. This report is
not authorized for distribution to prospective investors unless preceded or
accompanied by an effective prospectus.
For more information on Orchard Series Fund, including charges and expenses,
please contact your registered representative to obtain a prospectus. Read it
carefully before investing.
MAXIM SERIES FUND, INC.
MAXIM VISTA GROWTH & INCOME PORTFOLIO
Financial Statements and Financial Highlights
for the Years Ended Ended October 31, 1997 and 1996
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Maxim Series Fund, Inc.:
We have audited the accompanying statement of assets and liabilities of Maxim
Vista Growth & Income Portfolio of Maxim Series Fund, Inc. as of October 31,
1997, the related statement of operations for the year ended October 31, 1997,
and the statements of changes in net assets and the financial highlights for the
years ended October 31, 1997 and 1996, and the period from December 21, 1994
(inception) to October 31, 1995. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 and 1996, by correspondence with the custodian and brokers, and
the application of alternative auditing procedures when confirmations were not
received. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Maxim Vista Growth &
Income Portfolio of Maxim Series Fund, Inc. at October 31, 1997, the results of
its operations for the year then ended, and the changes in net assets and the
financial highlights for the years ended October 31, 1997 and 1996, and the
period from December 21, 1994 (inception) to October 31, 1995, in conformity
with generally accepted accounting principles.
December 10, 1997
<PAGE>
MAXIM SERIES FUND INC.
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1997
- -----------------------------------------------------------------------------------------------
MAXIM VISTA
GROWTH
& INCOME
PORTFOLIO
-------------------
ASSETS:
<S> <C>
Investment in Hub - Growth and Income Portfolio, at value $ 135,123,323
Receivable for investments sold 132,385
-------------------
Total assets 135,255,708
-------------------
LIABILITIES:
Payable for redemptions 139,650
Other liabilities 62,442
-------------------
Total liabilities 202,092
-------------------
NET ASSETS $ 135,053,616
===================
NET ASSETS REPRESENTED BY:
Capital stock, $.10 par value $ 8,140,642
Additional paid-in capital 91,812,742
Net unrealized appreciation on investments 18,480,037
Undistributed net investment income (1,262)
Accumulated undistributed net realized gain on investments 16,621,457
-------------------
NET ASSETS $ 135,053,616
===================
NET ASSET VALUE PER OUTSTANDING SHARE $ 1.6590
===================
SHARES OF CAPITAL STOCK:
Authorized 100,000,000
Outstanding 81,406,422
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
MAXIM SERIES FUND INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1997
- -----------------------------------------------------------------------------------------------
MAXIM VISTA
GROWTH
& INCOME
PORTFOLIO
-------------------
INVESTMENT INCOME:
<S> <C>
Investment income allocated from Hub portfolio $ 2,346,283
Expenses allocated from Hub portfolio (531,192)
-------------------
Total investment income 1,815,091
-------------------
EXPENSES:
Advisory fees 597,408
-------------------
Total expenses 597,408
-------------------
NET INVESTMENT INCOME 1,217,683
-------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments 16,621,457
Change in net unrealized appreciation on investments 10,136,096
-------------------
Net change in realized and unrealized appreciation on investments 26,757,553
-------------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 27,975,236
===================
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
MAXIM SERIES FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED OCTOBER 31, 1997 AND 1996
- -----------------------------------------------------------------------------------------------
MAXIM VISTA GROWTH & INCOME
--------------------------------------
1997 1996
------------------- -----------------
INCREASE IN NET ASSETS:
OPERATIONS:
<S> <C> <C>
Net investment income $ 1,217,683 $ 1,191,701
Net realized gain 16,621,457 6,631,434
Change in net unrealized appreciation 10,136,096 3,954,475
------------------- -----------------
Net increase in net assets resulting from 27,975,236 11,777,610
operations
DISTRIBUTION TO SHAREHOLDERS:
From net investment income (1,241,911) (1,169,079)
From short-term capital gains (1,716,872) 0
From long-term capital gain (4,914,562) (1,414,461)
------------------- -----------------
Total distribution (7,873,345) (2,583,540)
SHARE TRANSACTIONS:
Net proceeds from sale of shares 28,401,339 48,967,765
Reinvestment of distributions 7,873,492 2,583,393
Cost of shares redeemed (7,753,385) (23,718,112)
------------------- -----------------
Net increase in net assets resulting from share 28,521,446 27,833,046
transactions
------------------- -----------------
Total increase in net assets 48,623,337 37,127,116
NET ASSETS:
Beginning of period 86,430,279 49,403,163
------------------- -----------------
End of period $ 135,053,616 $ 86,430,279
=================== =================
OTHER INFORMATION:
SHARES:
Sold 18,800,487 37,282,804
Issued in reinvestment of distributions 5,692,550 2,029,197
Redeemed (5,013,305) (18,102,506)
------------------- -----------------
Net increase in shares of beneficial interest 19,479,732 21,209,495
outstanding
OUTSTANDING SHARES AT:
Beginning of period 61,926,690 40,717,195
------------------- -----------------
End of period 81,406,422 61,926,690
=================== =================
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------
MAXIM SERIES FUND, INC.
MAXIM VISTA GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------
Selected data for a share of capital stock for the years ended October 31, 1997
and 1996, and the period December 21, 1994 (inception) to October 31, 1995 were
as follows:
Year Ended Year Ended Period Ended
October 31, October 31, October 31,
1997 1996 1995
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $ 1.3957 $ 1.2133 $ 1.0000
Income From Investment Operations
Net Investment Income 0.0158 0.0219 0.0174
Net Realized and Unrealized Gain 0.3677 0.2147 0.2133
--------------- --------------- ---------------
Total Income From Investment Operations 0.3835 0.2366 0.2307
Less Distributions
From Net Investment Income (0.0162) (0.0215) (0.0174)
From Net Realized Gain (0.1040) (0.0327) 0.0000
--------------- --------------- ---------------
Total Distributions (0.1202) (0.0542) (0.0174)
--------------- --------------- ---------------
Net Asset Value, End of Period $ 1.6590 $ 1.3957 $ 1.2133
=============== =============== ===============
Total Return 29.33% 20.01% 22.25%
Net Assets, End of Period $ 135,053,616 $ 86,430,279 $ 49,403,163
Ratio of Expenses to Average Net Assets 1.00% 1.00% 1.01% *
Ratio of Net Investment Income to Average Net 1.08% 1.75% 2.21% *
Assets
</TABLE>
* Annualized
- -------------------------------------------------------------------------------
<PAGE>
MAXIM SERIES FUND, INC.
MAXIM VISTA GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED OCTOBER 31, 1997 AND 1996
- -------------------------------------------------------------------------------
1. HISTORY OF THE FUND
Maxim Series Fund, Inc. (the Fund) is a Maryland corporation organized
on December 7, 1981 as an open-end management investment company. The
Maxim Vista Growth & Income Portfolio (the Portfolio) is
non-diversified. The Portfolio commenced operations on December 21,
1994. Interests in the Portfolio are represented by separate classes of
beneficial interest of the Fund. Shares of the Fund are sold only to
FutureFunds Series Account II of Great-West Life & Annuity Insurance
Company (the Company), to fund benefits under variable annuity contracts
and variable life insurance policies issued by the Company. The shares
are sold at a price equal to the respective net asset value per share of
each class of shares.
The Fund seeks to achieve the investment objective of the Portfolio
through the adoption of a Hub and Spoke structure. Contribution of
Portfolio (i.e., the Spoke) investible funds to the Hub portfolio are
made in exchange for beneficial interests in the Hub portfolio of equal
value. The Hub portfolio is the Growth and Income Portfolio; a
non-diversified open-end management investment company organized as a
trust under the laws of the State of New York and registered under the
Investment Company Act of 1940, as amended. Financial statements of the
Hub portfolio are presented following the Portfolio's financial
statements.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the
Portfolio, which are in accordance with the accounting principles
generally accepted in the investment company industry:
Dividends
Dividends from investment income of the Portfolio are declared and
reinvested quarterly and dividends from capital gains are declared and
reinvested annually.
Security Valuation
The Portfolio's investment in the Hub portfolio is valued based on the
daily reported net asset value of the Hub portfolio. The Portfolio
receives an allocation of investment income and Hub expenses as well as
realized and unrealized gains and losses on a daily basis from the Hub.
In addition, the Portfolio accrues its own expenses daily as incurred.
Federal Income Taxes
For federal income tax purposes, the Portfolio intends to qualify as a
regulated investment company under the provisions of the Internal
Revenue Code by distributing substantially all of its taxable net income
(both ordinary and capital gain) to its shareholders and complying with
other requirements for regulated investment companies. Accordingly, no
provision for federal income taxes has been made.
<PAGE>
3. INVESTMENT ADVISORY AGREEMENT
The Fund had entered into an investment advisory agreement with The
Great-West Life Assurance Company through October 31, 1996. Effective
November 1, 1996, a wholly-owned subsidiary of the Company, GW Capital
Management, Inc. serves as investment advisor. As compensation for its
services to the Fund with respect to the Maxim Vista Growth & Income
Portfolio, the investment advisor receives monthly compensation at the
annual rate of .53% of the average daily net assets of the Maxim Vista
Growth & Income Portfolio.
4. INVESTMENT TRANSACTIONS
The Portfolio's percentage interest in the Hub portfolio is 5.07% at
October 31, 1997.
<PAGE>
December 17, 1997
Growth & Income Portfolio
Shares Issuer Value
Long-Term Investments--96.4%
Common Stock--89.1%
Aerospace--0.8%
300,000 United Technologies, Corp. $21,000,000
-----------
Agricultural Production/Services--1.8%
250,000 AGCO Corp. 7,250,000
450,000 Case Corp. 26,915,625
250,000 Deere & Co. 13,156,250
----------
47,321,875
Airlines--1.3%
300,001 AMR Corp., Delaware* 34,931,366
----------
Automotive--1.3%
245,000 General Motors 15,725,938
401,000 Lear Corp.* 19,273,063
----------
34,999,001
Banking--6.4%
450,000 BankAmerica Corp. 32,175,000
325,000 Comerica, Inc. 25,695,313
410,000 First Union Corp. 20,115,625
325,000 NationsBank Corp. 19,459,375
500,000 Norwest Corp. 16,031,250
65,000 Signet Banking Corp. 3,497,813
175,000 U.S. Bancorp 17,795,312
500,000 Washington Mutual Inc. 34,218,750
----------
168,988,438
Broadcasting--1.6%
206,000 Clear Channel Communications, Inc.* 13,596,000
500,000 Comast Corp., Special Class A 13,750,000
645,341 Tele-Communications, TCI Group, Class A* 14,802,509
----------
42,148,509
Business Services--0.5%
450,000 Equifax, Inc. 13,978,125
----------
Chemicals--2.1%
450,000 Dow Chemical Co. 40,837,500
250,000 duPont (EI) deNemours 14,218,750
----------
55,056,250
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
Computer Software--2.1%
150,000 Cisco Systems, Inc.* $12,304,680
550,000 Computer Associates International 41,009,375
35,000 McAfee Associates, Inc.* 1,741,250
---------
55,055,305
Computers/Computer Hardware--4.9%
387,500 Compaq Computer Corp.* 24,703,125
650,000 EMC Corp., Mass.* 36,400,000
338,000 International Business Machines Corp. 33,145,125
280,000 Storage Technology Corp.* 16,432,500
600,000 Sun Microsystems, Inc.* 20,550,000
----------
131,230,750
Construction Machinery--0.8%
400,000 Caterpillar, Inc. 20,500,000
----------
Consumer Products--2.2%
275,000 Avon Products, Inc. 18,012,500
200,000 Colgate-Palmolive Co. 12,950,000
725,000 Philip Morris Companies, Inc. 28,728,125
----------
59,690,625
Diversified--4.2%
95,500 American Standard Companies, Inc.* 3,414,125
1,200,000 BTR Ltd. PLC, ADR (United Kingdom) 16,359,600
1,000,000 Canadian Pacific, Ltd. 29,812,500
930,000 Tyco International Ltd. 35,107,500
1,000,000 Westinghouse Electric Corp. 26,437,500
----------
111,131,225
Electronics/Electrical Equipment--1.9%
400,000 Adaptec, Inc.* 19,375,000
200,000 Intel Corp. 15,400,000
150,000 Texas Instruments 16,003,125
----------
50,778,125
Entertainment/Leisure--4.4%
900,000 Carnival Corp., Class A 43,650,000
549,700 GTECH Holdings Corp.* 17,727,825
269,000 MGM Grand, Inc.* 11,802,375
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
254,659 Tele-Communications TCI Ventures Group, Ser. A* $5,873,072
400,000 Time Warner, Inc. 23,075,000
500,000 Viacom, Inc. Class B* 15,125,000
----------
117,253,272
Financial Services--2.5%
650,000 Federal Home Loan Mortgage Corp. 24,618,750
350,000 Lehman Brothers Holding, Inc. 16,471,875
550,000 Morgan Stanley, Dean Witter, Discover and Co. 26,950,000
----------
68,040,625
Food/Beverage Products--3.1%
850,000 ConAgra, Inc. 25,606,250
1,000,000 PepsiCo., Inc. 36,812,500
400,000 Unilever NV, ADR (Netherlands) 21,350,000
----------
83,768,750
Health Care/Health Care Services--3.2%
401,000 Columbia/HCA Healthcare Corp. 11,328,250
1,750,000 HEALTHSOUTH Corp.* 44,734,375
500,000 Tenet Healthcare Corp.* 15,281,250
530,000 Vencor, Inc.* 14,310,000
----------
85,653,875
Insurance--4.9%
400,000 Allstate Corp. 33,175,000
215,750 American International Group 22,019,984
330,000 Equitable Companies, Inc. 13,591,875
190,000 Loews Corp. 21,220,625
240,000 NAC Re Corp. 10,680,000
400,000 Reliastar Financial Corp. 14,950,000
225,000 Travelers Group, Inc. 15,750,000
----------
131,387,484
Manufacturing--3.6%
190,100 Honeywell, Inc. 12,938,681
637,500 Ingersoll-Rand Co. 24,822,656
490,000 Johnson Controls 21,988,750
300,000 Kennametal Inc. 14,550,000
100,000 McDermott International 3,631,250
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
400,000 Parker Hannifin Corp. $16,725,000
-----------
94,656,337
Metals/Mining--1.9%
500,000 Aluminum Co. of America (ALCOA) 36,500,000
370,000 Newmont Mining Corp. 12,950,000
----------
49,450,000
Office/Business Equipment--1.2%
400,000 Xerox Corp. 31,725,000
----------
Oil & Gas--8.5%
600,000 Apache Corp. 25,200,000
250,000 British Petroleum PLC, ADR (United Kingdom) 21,937,500
500,000 Coastal Corp. 30,062,500
400,000 Dresser Industries, Inc. 16,850,000
640,000 Halliburton Company 38,160,000
470,000 Mobil Corp. 34,221,875
525,000 Oryx Energy Co.* 14,470,313
580,000 Texaco, Inc. 33,023,750
364,900 USX-Marathon Group 13,045,175
----------
226,971,113
Paper/Forest Products--0.7%
600,000 Willamette Industries, Inc. 19,837,500
----------
Pharmaceuticals--4.4%
350,000 Bristol-Myers Squibb Co. 30,712,500
575,000 Pharmacia & Upjohn, Inc. 18,256,250
480,000 Schering-Plough Corp. 26,910,000
850,000 SmithKline Beecham PLC, ADR (United Kingdom) 40,481,250
----------
116,360,000
Pipelines--0.0%
25,000 Tubos de Acero de Mexico SA, ADR (Mexico)* 504,688
-------
Printing & Publishing--1.4%
675,000 New York Times Company, Class A 36,956,250
----------
Real Estate Investment Trust--3.0%
345,000 Beacon Properties Corp. 14,533,125
100,000 Boston Properties, Inc.* 3,200,000
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
190,000 Cali Realty Corp. $7,695,000
655,800 Duke Realty Investments, Inc. 14,755,500
200,000 Equity Office Properties Trust 6,112,500
280,000 Equity Residential Properties Trust 14,140,000
338,181 Security Capital Industrial Trust 8,306,571
720,000 Security Capital US Realty, ADR (Luxemburg)* 10,152,000
----------
78,894,696
Retailing--6.5%
640,000 American Stores Co. 16,440,000
520,000 CVS Corp. 31,882,500
450,000 Dayton-Hudson Corp. 28,265,625
525,000 Federated Department Stores* 23,100,000
1,155,000 Kroger Co.* 37,681,875
350,000 Office Depot, Inc.* 7,218,750
300,000 Safeway, Inc.* 17,437,500
300,000 Tandy Corp. 10,312,500
----------
172,338,750
Telecommunications--4.2%
450,000 Bell Atlantic Corp. 35,943,750
650,000 BellSouth Corp. 30,753,125
400,000 Sprint Corp. 20,800,000
700,000 WorldCom, Inc. 23,537,500
----------
111,034,375
Textiles--1.1%
300,000 Liz Claiborne, Inc. 15,206,250
400,000 Unifi, Inc. 15,375,000
----------
30,581,250
Utilities--2.6%
250,000 Centrais Electricas Brasileiras
SA-Electrobras, ADR (Brazil) 5,442,400
425,000 CINergy Corp. 14,025,000
50,000 Consolidated Edison Co. of New York, Inc. 1,712,500
555,000 FPL Group Inc. 28,686,563
550,000 Pinnacle West Capital Corp. 19,146,875
----------
69,013,338
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
Total Common Stock $2,371,236,897
(Cost $1,780,499,636)
Convertible Preferred Stock--2.3%
Airlines--0.4%
Continentail Air Finance Trust,
10,000 8.50%, 12/01/20 945,570
90,000 8.50%, 12/01/20# 8,510,130
---------
9,455,700
Aerospace--0.1%
48,000 Loral Space & Communications, Inc.,
6.00%, 11/01/06# 2,932,368
Alternate Energy--0.2%
86,000 Calenergy Capital Trust II, 6.25%, 02/25/12# 4,411,542
25,000 Calenergy Capital Trust III, 6.50%# 1,213,675
---------
5,625,217
Entertainment/Leisure--0.3%
150,000 Time Warner Financing Trust, Hasbro, $1.24 6,487,500
---------
Insurance--0.2%
67,000 American Bankers Insurance Group, 6.25%, Ser. B 5,293,000
---------
Multi-Media--0.1%
60,000 Echostar Communications Corp.
Ser. C, 6.75% 12/31/49 3,000,000
---------
Paper/Forest Products--0.2%
125,000 International Paper Capital Corp., 5.25%# 6,136,750
---------
Telecommunications--0.6%
50,000 AirTouch Communications, 4.25%, 08/16/16 3,000,000
100,000 TCI Pacific Communications Inc., Class A, 5.0%,
7/31/06 13,937,500
16,937,500
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
Utilities--0.2%
102,000 Houston Industries, Inc., 7.00%, 07/01/00 $5,584,500
----------
Total Convertible Preferred Stock 61,452,535
(Cost $49,766,002)
Warrants--0.0%
Real Estate Investment Trust--0.0%
15,742 Security Capital Group, Class B, 09/18/98 75,758
------
(Cost $0)
Principal
Amount
Convertible Corporate Notes & Bonds--2.7%
Automotive--0.2%
$4,500,000 Magna International Inc., 5.0%,
10/15/02 5,723,460
Computers/Computer Hardware--0.2%
3,600,000 EMC Corp., 3.25%, 03/15/02# 4,937,220
---------
Electronics--0.3%
7,000,000 Xilinx Inc., 5.25%, 11/01/02# 6,905,500
---------
Entertainment /Leisure--0.1%
2,250,000 Family Golf Centers, Inc.# 5.75%,
10/15/04 2,149,695
Environmental Service--0.0%
1,000,000 USA Waste Services Inc., 4.00%,
02/01/02 1,066,250
Government Issue--0.2%
5,000,000 Republic of Italy, 5.0%, 06/28/01 5,300,000
---------
Health Care/Health Care Services--0.5%
3,000,000 Alternative Living Services, 7.0%,
06/01/04# 3,960,000
5,000,000 Atria Communities, Inc., 5.0%,
10/15/02# 5,039,050
3,500,000 Carematrix Corp., 6.25%, 08/15/04# 3,749,760
---------
12,748,810
<PAGE>
Growth & Income Portfolio
December 17, 1997
Principal
Amount Issuer Value
Long-Term Investments--(continued)
Hotels/Other Lodging--0.2%
$5,000,000 Hilton Hotels Corp.,
5.0%, 05/15/06 $5,575,000
Paper/Forest Products--0.2%
6,600,000 South African Pulp & Paper
Industries, BVI Finance Ltd.,
7.5%, 08/01/02 6,187,500
Retailing--0.6%
4,000,000 Federated Department Stores,
5.0%, 10/01/03 5,520,000
8,500,000 Rite Aide Corp., 5.25%,
09/15/02# 9,144,130
14,664,130
Telecommunications--0.2%
2,500,000 Telefonica Europe BV,
(Netherlands), 2.0%,
07/15/02# 2,537,500
3,500,000 Tel-Save Holdings Inc., 4.5%,
09/15/02# 3,701,285
6,238,785
Total Convertible Corporate
71,496,350
Notes & Bonds
(Cost $65,157,500)
U.S. Treasury Securities--2.3%
55,000,000 U.S. Treasury Bond, 7.25%,
08/15/22 62,011,950
(Cost $60,980,313)
Total Long-Term Investments 2,566,273,490
(Cost $1,956,403,451)
<PAGE>
Growth & Income Portfolio
December 17, 1997
Principal
Amount Issuer Value
Short-Term Investments--3.3%
U.S. Treasury Securities--0.0%
$1,500,000 U.S. Treasury Bill, 11/20/97 $1,495,951
----------
(Cost $1,495,951)
Commercial Paper--1.5%
20,000,000 General Electric Capital Corp.,
5.53%, 12/03/97 19,901,689
20,000,000 Household Finance Corp., 5.5%,
11/04/97 19,990,833
Total Commercial Paper 39,892,522
(Cost $39,892,522)
Time Deposit--1.8%
Deutsche Bank, AG
(United States)
47,969,000 5.66%, 11/03/97 47,969,000
(Cost $47,969,000)
Total Short-Term Investments 89,357,473
(Cost $89,357,473)
Total Investments--99.7% $2,655,630,963
(Cost $2,045,760,924)
<PAGE>
Capital Growth Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--95.3%
Common Stock--94.9%
Aerospace--3.4%
462,500 Precision Castparts Corp. $ 27,200,781
325,000 Sundstrand Corp. 17,671,875
----------
44,872,656
Agricultural Production/Services--1.7%
460,000 AGCO Corp. 13,340,000
153,500 Case Corp. 9,181,219
---------
22,521,219
Airlines--1.0%
299,000 Continental Airlines, Inc., Class B* 12,931,750
----------
Automotive--2.5%
500,000 Lear Corp.* 24,031,250
200,000 Tower Automotive, Inc.* 8,375,000
---------
32,406,250
Banking--5.2%
150,000 Cullen/Frost Bankers, Inc. 7,575,000
300,000 Southtrust Corp. 14,400,000
155,320 TCF Financial Corp. 8,833,825
250,000 Washington Mutual Inc. 17,109,375
527,000 Zions Bancorporation 20,487,125
----------
68,405,325
Broadcasting--3.9%
800,000 Comcast Corp., Special Class A 22,000,000
600,000 Groupe AB, SA, ADR (France)* 4,462,500
700,000 Tele-Communications, Inc., Liberty
Media Group, Ser. A* 24,368,750
50,831,250
Business Services--6.5%
234,800 CDI Corp.* 9,215,900
575,000 Equifax, Inc. 17,860,938
300,000 Fiserv, Inc.* 13,425,000
840,000 GTECH Holdings Corp.* 27,090,000
700,000 Interim Services, Inc.* 18,331,250
----------
85,923,088
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
Chemicals--3.4%
435,000 Cytec Industries, Inc.* $ 21,206,250
195,000 OM Group, Inc. 7,361,250
150,000 Rohm & Haas Co. 12,496,875
94,250 The Carbide/Graphite Group, Inc.* 3,357,656
---------
44,422,031
Computer Software--2.1%
505,000 American Business Information, Inc., Class A* 5,302,500
505,000 American Business Information, Inc., Class B* 6,565,000
584,000 American Management Systems, Inc. 12,629,000
65,000 McAfee Associates, Inc.* 3,233,750
2,500 Netscape Communications Corp.* 82,188
------
27,812,438
Computers/Computer Hardware--4.7%
500,000 EMC Corp., Mass.* 28,000,000
200,000 Quantum Corp.* 6,325,000
400,000 Solectron Corp.* 15,700,000
198,500 Storage Technology Corp.* 11,649,469
----------
61,674,469
Distribution--0.9%
418,000 Applied Industrial Technologies, Inc. 12,148,125
Diversified--0.7%
114,500 American Standard Companies, Inc.* 4,093,375
125,000 Harnischfeger Industries, Inc. 4,921,875
---------
9,015,250
Electronics/Electrical Equipment--3.2%
400,000 Adaptec, Inc.* 19,375,000
238,000 Teleflex, Inc. 8,865,500
250,000 Teradyne Inc.* 9,359,375
25,300 UCAR International, Inc.* 948,750
100,000 Xilinx, Inc.* 3,412,500
---------
41,961,125
Entertainment/Leisure--4.2%
600,000 Carnival Corp., Class A 29,100,000
443,000 MGM Grand, Inc.* 19,436,625
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
155,000 TCA Cable TV, Inc. $ 6,393,750
---------------
54,930,375
Environmental Services--0.6%
215,000 U.S.A. Waste Services, Inc.* 7,955,000
---------
Financial Services--3.8%
300,000 Bear Stearns Companies, Inc. 11,906,250
300,000 Finova Group, Inc. 13,181,250
410,000 Lehman Brothers Holding, Inc. 19,295,625
99,500 The PMI Group, Inc.* 6,013,531
---------
50,396,656
Health Care/Health Care Services--9.4%
150,000 Beckman Instruments, Inc. 5,906,250
499,000 Beverly Enterprises, Inc.* 7,453,813
309,500 Health Care & Retirement Corp.* 11,702,969
798,500 HEALTHSOUTH Corp.* 20,411,656
150,000 Lincare Holdings, Inc.* 8,043,750
500,000 Sun Healthcare Group, Inc.* 9,937,500
275,000 Sybron International Corp.,
Wisconsin* 11,034,375
990,000 Tenet Healthcare Corp.* 30,256,875
419,000 Universal Health Services, Inc.,
Class B* 18,462,188
123,209,376
Insurance--9.3%
125,000 ACE, Ltd.# 11,617,188
390,000 American Bankers Insurance Group,
Inc. 14,576,250
150,000 CMAC Investment Corp. 8,203,125
200,000 Equitable Companies, Inc. 8,237,500
200,000 MGIC Investment Corp. 12,062,500
350,000 Nationwide Financial Services, Inc.,
Class A* 10,653,125
950,000 Reliance Group Holdings, Inc. 11,993,750
550,000 Reliastar Financial Corp. 20,556,250
299,250 SunAmerica, Inc. 10,754,297
195,000 Transatlantic Holdings, Inc. 13,491,563
----------
122,145,548
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
Machinery & Engineering Equipment--0.9%
200,000 Applied Power, Inc., Class A $ 12,375,000
---------------
Manufacturing--4.7%
129,000 Dexter Corp. 5,063,250
170,000 Johnson Controls, Inc. 7,628,750
250,000 Kennametal Inc. 12,125,000
300,000 Parker Hannifin Corp. 12,543,750
297,500 Pentair, Inc. 11,490,938
500,000 United Dominion Industries, Ltd. 13,062,500
----------
61,914,188
Media/Advertising--1.1%
200,000 Omnicom Group, Inc. 14,125,000
----------
Office/Business Equipment--1.2%
150,000 Avery Dennison Corp. 5,971,875
500,000 Office Depot, Inc.* 10,312,500
----------
16,284,375
Oil & Gas--3.0%
600,000 Noble Drilling Corp.* 21,337,511
100,000 Sonat, Inc. 4,593,750
198,500 Tidewater, Inc. 13,038,969
----------
38,970,230
Packaging--0.5%
300,000 NV Koninklijke KNP BT, ADR
(Netherlands) 6,832,470
Paper/Forest Products--1.2%
300,000 Boise Cascade Corp. 10,387,500
150,000 Willamette Industries, Inc. 4,959,375
---------
15,346,875
Pipelines--1.6%
299,500 Columbia Gas System, Inc. 21,638,875
----------
Power Conversion--0.8%
397,500 American Power Conversion Corp.* 10,831,875
----------
Real Estate Investment Trust--3.1%
280,000 Beacon Properties Corp. 11,795,000
120,000 Duke Realty Investments, Inc. 2,700,000
200,000 Equity Residential Properties Trust 10,100,000
<PAGE>
Growth & Income Portfolio
December 17, 1997
Shares Issuer Value
Long-Term Investments--(continued)
275,000 FelCor Suite Hotels, Inc. $10,071,875
400,000 Security Capital US Realty, ADR (Luxembourg)* 5,640,000
---------
40,306,875
Retailing--4.5%
220,000 CVS Corp. 13,488,750
250,000 Woolworth Corp. 4,750,000
200,000 General Nutrition Companies, Inc.* 6,300,000
300,000 Kroger Co.* 9,787,500
500,000 Neiman-Marcus Group, Inc. 16,593,750
300,000 Proffitt's, Inc.* 8,606,250
---------
59,526,250
Telecommunications--1.5%
510,000 Aspect Telecommunications
Corp.* 12,240,000
300,000 Nextel Communications
Inc., Class A* 7,875,000
20,115,000
Textiles--2.7%
224,500 Liz Claiborne, Inc. 11,379,340
630,000 Unifi, Inc. 24,215,624
----------
35,594,964
Utilities--1.6%
290,000 Calenergy Co., Inc.* 9,932,500
300,000 Pinnacle West Capital Corp. 10,443,750
----------
20,376,250
Total Common Stock 1,247,800,158
(Cost $923,704,163)
<PAGE>
Growth & Income Portfolio
December 17, 1997
Principal
Amount Issuer Value
Long-Term Investments--(continued)
Corporate Notes & Bonds--0.4%
Electronics--0.4%
$5,000,000 Xilinx Inc. 5.25%, 11/01/02 $4,932,500
(Cost $5,000,000)
U.S. Government Obligation--0.0%
565,000 U.S. Treasury Note, 6.88%,
05/15/06 601,019
(Cost $569,800)
Total Long-Term Investments 1,253,333,677
(Cost $929,273,963)
Short-Term Investments--3.5%
Commercial Paper--1.5%
20,000,000 Ford Motor Credit Co., Discount
Note, 5.50%, 11/04/97 19,990,833
(Cost $19,990,833)
Time Deposit--2.0%
26,430,000 Deutsche Bank AG, (United States) 5.66%,
11/03/97 26,430,000
(Cost $26,430,000)
Total Short-Term Investments 46,420,833
(Cost $46,420,833)
Total Investments--98.8% $1,299,754,510
(Cost $975,694,796)
Index
*--Non income producing security.
#--Security may only be sold to qualified institutional buyers.
ADR--American Depository Receipt.
<PAGE>
Statement of Assets and Liabilities October 31, 1997
<TABLE>
Growth & Capital
Income Growth
Portfolio Portfolio
ASSETS:
<S> <C> <C> <C>
Investment securities, at value (Note 1) $2,655,630,963 $1,299,754,510
Cash 2,918 881
Receivables:
Investment securities sold 18,219,400 20,338,534
Interest and dividends 5,747,296 462,960
Other assets 47,197 51,558
---------------------------
Total assets 2,679,647,774
-------------
1,320,608,443
LIABILITIES:
Payable for investment securities purchased 15,041,996 4,413,524
Accrued liabilities: (Note 2)
Administration fees 118,145 58,859
Investment advisory fees 944,161 470,864
Custodian 36,504 20,624
Other 196,542
-------
171,725
Total Liabilities 16,337,348 5,135,596
-------------------------------
NET ASSETS APPLICABLE TO INVESTORS'
BENEFICIAL INTERESTS $2,663,310,426 $1,315,472,847
===================================
Cost of Investments $2,045,760,924 $975,694,796
===================================
</TABLE>
<PAGE>
Statement of Operations For the year ended October 31, 1997
<TABLE>
Growth & Capital
Income Growth
Portfolio Portfolio
INVESTMENT INCOME:
<S> <C> <C>
Dividend $38,535,143 $11,201,524
Interest 13,181,160 4,663,619
Foreign taxes withheld (227,963) (315,627)
------------------------------
Total investment income 51,488,340 15,549,516
-------------------------------
EXPENSES: (Note 2)
Investment Advisory fees 9,877,868 4,971,835
Administration fees 1,234,733 621,480
Custodian fees 163,385 98,945
Amortization of organization costs (Note 1) 7,990 7,990
Professional fees 102,521
102,519
Trustees fees and expenses 49,389 24,859
Other 170,609 138,574
----------------------------
Total expenses 11,606,495 5,966,202
-------------------------------
Net investment income 39,881,845 9,583,314
-------------------------------
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:
Net realized gain (loss) on:
Investments 355,973,872 141,951,607
Futures transactions 9,654,862 --
Change in net unrealized
appreciation/depreciation on investments 231,319,779 146,677,178
--------------------------------
Net realized and unrealized gain on
investments 596,948,513 288,628,785
--------------------------------
Net increase in net assets from operations $636,830,358 $298,212,099
=================================
</TABLE>
<PAGE>
Statement of Changes in Net Assets For the Years Ended October 31,
<TABLE>
Growth & Capital
Income Growth
Portfolio Portfolio
1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
<S> <C> <C> <C> <C>
Net investment income $ 39,881,845 $ 46,623,872 $ 9,583,314 $ 12,451,547
Net realized gain on
investments and futures
transactions 365,628,734 163,677,802 141,951,607 132,963,967
Change in net unrealized
appreciation/depreciation
on investments and futures 231,319,779 163,237,283 146,677,178 71,608,504
---------------
Increase in net assets
from operations 636,830,358 373,538,957 298,212,099 217,024,018
---------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:
Contributions 788,831,006 470,616,913 936,937,099 1,114,082,444
Withdrawals (854,698,879) (605,973,572) (1,009,808,684) (1,260,399,848)
---------------
Net increase (decrease)
from transactions in
investors' beneficial
interests (65,867,873) (135,356,659) (72,871,585) (146,317,404)
---------------
Net increase in net
assets 570,962,485 238,182,298 225,340,514 70,706,614
NET ASSETS:
Beginning of period 2,092,347,941 1,854,165,643 1,090,132,333 1,019,425,719
---------------
End of period $ 2,663,310,426 $ 2,092,347,941 $ 1,315,472,847 $ 1,090,132,333
===============
</TABLE>
<PAGE>
Notes to Financial Statements October 31, 1997 (continued)
1. Organization and Significant Accounting Policies--Growth and Income Portfolio
("GIP") and Capital Growth Portfolio ("CGP"), (the "Portfolios") are separately
registered under the Investment Company Act of 1940, as amended, as
non-diversified, open end management investment companies organized as trusts
under the laws of the State of New York. Each declaration of trust permits the
Trustees to issue beneficial interests in the respective Portfolios. The GIP and
the CGP commenced operations on November 19, 1993.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Portfolios:
A. Valuation of investments--Equity securities, purchased options and
futures are valued at the last sale price on the exchange on which they
are primarily traded, including the NASDAQ National Market. Securities
for which sale prices are not available and other over-the-counter
securities are valued at the last quoted bid price. Bonds and other
fixed income securities (other than short-term obligations), including
listed issues, are valued on the basis of valuations supplied by pricing
services or by matrix pricing systems of a major dealer in bonds.
Short-term debt securities with 61 days or more to maturity at time of
purchase are valued, through the 61st day prior to maturity, at market
value based on quotations obtained from market makers or other
appropriate sources; thereafter, the value on the 61st day is amortized
on a straight-line basis over the remaining number of days to maturity.
Short-term investments with 60 days or less to maturity at time of
purchase are valued at amortized cost, which approximates market.
Portfolio securities for which there are no such quotations or
valuations are valued at fair value as determined in good faith by or at
the direction of the Trustees.
B. Repurchase agreements--It is the Portfolios' policy that repurchase
agreements are fully collateralized by U.S. Treasury and Government
Agency securities. All collateral is held by the Trusts' custodian bank,
subcustodian, or a bank with which the custodian bank has entered into a
subcustodian agreement, or is segregated in the Federal Reserve Book
Entry System. In connection with transactions in repurchase agreements,
if the seller defaults and the value of the collateral declines, or if
the seller enters an insolvency proceeding, realization of the
collateral by the Trusts may be delayed or limited.
C. Futures contracts--When a Portfolio enters into a futures contract,
it makes an initial margin deposit in a segregated account, either in
cash or liquid securities. Thereafter, the futures contract is marked to
market and the portfolio makes (or receives) additional cash payments
daily to the broker. Changes in the value of the contract are recorded
as unrealized appreciation/depreciation until the contract is closed or
settled.
The GIP invested a portion of its liquid assets in long stock index
futures contracts to more fully participate in the market. Use of long
futures contracts subject the Portfolio to risk of loss up to the amount
of the value of the contract.
The Portfolios may enter into futures contracts only on exchanges or
boards of trade. The exchange or board of trade acts as the counterparty
to each futures transaction, therefore, the Portfolio's credit risk is
limited to failure of the exchange or board of trade.
As of October 31, 1997, the Portfolios had no outstanding futures
contracts.
D. Written options--When a Portfolio writes an option on a futures
contract, an amount equal to the premium received by the Portfolio is
included in the Portfolio's Statement of Assets and Liabilities as an
<PAGE>
Notes to Financial Statements October 31, 1997 (continued)
asset and corresponding liability. The amount of the liability is
adjusted daily to reflect the current market value of the written
options and the change is recorded in a corresponding unrealized gain or
loss account. When a written option expires on its stipulated expiration
date, or when a closing transaction is entered into, the related
liability is extinguished and the Portfolio realizes a gain (or loss if
the cost of the closing transaction exceeds the premium received when
the option was written).
The GIP writes options on stock index securities futures. These options
are settled for cash and subject the Portfolio to market risk in excess
of the amounts that are reflected in the Statement of Assets and
Liabilities. The Portfolio, however, is not subject to credit risk on
written options as the counterparty has already performed its obligation
by paying a premium at the inception of the contract.
As of October 31, 1997 the Portfolios had no outstanding written
options.
E. Security transactions and investment income--Investment transactions
are accounted for on the trade date (the date the order to buy or sell
is executed). Securities gains and losses are calculated on the
identified cost basis. Interest income is accrued as earned.
Dividend income is recorded on the ex-dividend date.
F. Organization costs--Organization and initial registration costs
incurred in connection with establishing the Portfolios have been
deferred and are being amortized on a straight-line basis over a sixty
month period beginning at the commencement of operations of each
Portfolio.
G. Federal income taxes--The Portfolios intend to continue to qualify as
partnerships and therefore net investment income and net realized gains
are taxed to the partners. Accordingly, no tax provisions are recorded
by the Portfolios. The investors in the Portfolios must take into
account their proportionate share of the Portfolios' income, gains,
losses, deductions, credits and tax preference items in computing their
federal income tax liability, without regard to whether they have
received any cash distributions from the Portfolio. The Portfolios do
not intend to distribute to investors their net investment income or
their net realized gains, if any. It is intended that the Portfolios
will be managed in such a way that investors in the Portfolio will be
able to satisfy the requirements of subchapter M of the Internal Revenue
Code to be taxed as regulated investment companies.
H. Expenses--Expenses directly attributable to a Portfolio are charged
to that Portfolio; other expenses are allocated on another reasonable
basis.
2. Fees and Other Transactions with Affiliates
A. Investment advisory fee--Pursuant to separate Investment Advisory
Agreements, The Chase Manhattan Bank ("Chase" or the "Advisor") acts as
the Investment Advisor to the Portfolios. Chase is a direct wholly-owned
subsidiary of The Chase Manhattan Corporation. As Investment Advisor,
Chase supervises the investments of the Portfolios and for such services
is paid a fee.
The fee is computed daily and paid monthly at an annual rate equal to
0.40% of the Portfolios' average daily net assets.
Chase Asset Management, Inc. ("CAM"), a registered investment advisor,
is the sub-investment advisor to each of the Portfolios pursuant to a
Sub-Investment Advisory Agreement between CAM and Chase. CAM is a wholly
owned subsidiary of Chase and is entitled to receive a fee, payable by
Chase from its advisory fee, at an annual rate equal to 0.20% of each
Portfolio's average daily net assets.
B. Custodial fees--Chase, as Custodian provides safekeeping services for
the Portfolios' securities. Compensation for such services are presented
in the Statement of Operations as custodian fees.
<PAGE>
Notes to Financial Statements October 31, 1997 (continued)
C. Administration fee--Pursuant to an Administration Agreement, Chase
(the "Administrator") provides certain administration services to the
Trusts. For these services and facilities, the Administrator receives
from each Portfolio a fee computed at the annual rate equal to 0.05% of
the respective Portfolio's average daily net assets.
3. Investment Transactions--For the year ended October 31, 1997, purchases and
sales of investments (excluding short-term investments) were as follows:
<TABLE>
GIP CGP
<S> <C> <C>
Purchases (excluding U.S. Government) $1,781,972,894 $863,031,652
Sales (excluding U.S. Government) 1,474,324,449 771,903,060
Purchases of U.S. Government 60,980,313 --
Sales of U.S. Government -- --
</TABLE>
The portfolio turnover rates of GIP and CGP for the year ended were 65% and 67%
respectively. The average commission rates paid per share were $.05990 and
$.0587 for GIP and CGP, respectively.
4. Retirement Plan--The Portfolios have adopted an unfunded noncontributory
defined benefit pension plan covering all independent trustees of the Portfolios
who will have served as an independent trustee for at least five years at the
time of retirement. Benefits under this plan are based on compensation and years
of service. Pension expenses for the year ended October 31, 1997, included in
Trustees Fees and Expenses in the Statement of Operations, and accrued pension
liability included in other accrued liabilities, respectively, in the Statement
of Assets and Liabilities were as follows:
Accrued
Pension Pension
Expenses Liability
GIP $21,526 $68,330
CGP 11,661 33,265
<PAGE>
Report of Independent Accounts
To the Trustees and Beneficial
Interest Holders of Growth and Income
Portfolio and Capital Growth Portfolio
In our opinion, the accompanying statement of assets and liabilities, including
the portfolios of investments, and the related statements of operations and of
changes in net assets present fairly, in all material respects, the financial
position of Growth and Income Portfolio and Capital Growth Portfolio (the
"Portfolios") at October 31, 1997, the results of each of their operations for
the year then ended, and the changes in each of their net assets for each of the
two years in the period then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Portfolios' management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe the our audits, which included
confirmation of securities at October 31, 1997 by correspondence with the
custodian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable basis
for the opinion expressed above.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
December 17, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
Maxim Series Fund, Inc. Vista Growth & Income FDS
</LEGEND>
<CIK> 0000356476
<NAME> Maxim Series Fund, Inc.
<SERIES>
<NUMBER> 23
<NAME> Vista Growth & Income
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Oct-31-1997
<PERIOD-START> Nov-01-1996
<PERIOD-END> Oct-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 135,123,323
<RECEIVABLES> 132,385
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 135,255,708
<PAYABLE-FOR-SECURITIES> 139,650
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 62,442
<TOTAL-LIABILITIES> 202,092
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 91,812,742
<SHARES-COMMON-STOCK> 8,140,642
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,262)
<ACCUMULATED-NET-GAINS> 16,621,457
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18,480,037
<NET-ASSETS> 135,053,616
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,815,091
<OTHER-INCOME> 0
<EXPENSES-NET> 597,408
<NET-INVESTMENT-INCOME> 1,217,683
<REALIZED-GAINS-CURRENT> 16,621,457
<APPREC-INCREASE-CURRENT> 10,136,096
<NET-CHANGE-FROM-OPS> 27,975,236
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,241,911)
<DISTRIBUTIONS-OF-GAINS> (6,631,434)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 28,401,339
<NUMBER-OF-SHARES-REDEEMED> (7,753,385)
<SHARES-REINVESTED> 7,873,492
<NET-CHANGE-IN-ASSETS> 48,623,337
<ACCUMULATED-NII-PRIOR> 22,966
<ACCUMULATED-GAINS-PRIOR> 6,631,434
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 597,408
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 597,408
<AVERAGE-NET-ASSETS> 112,959,061
<PER-SHARE-NAV-BEGIN> 1.396
<PER-SHARE-NII> 0.016
<PER-SHARE-GAIN-APPREC> 0.368
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> (0.120)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.659
<EXPENSE-RATIO> 0.491
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
