MAXIM SERIES FUND INC
N-30D, 1998-12-30
DRILLING OIL & GAS WELLS
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                             MAXIM SERIES FUND, INC.
                             8515 East Orchard Road
                            Englewood, Colorado 80111


TO THE SHAREHOLDER:

We are  pleased to present  this Annual  Report for Maxim Vista  Growth & Income
Portfolio for the one-year  period ended  October 31, 1998.  Buoyed by generally
favorable economic  conditions and healthy cash flows into mutual funds,  stocks
shook off persistent market volatility to register good investment results.  The
Asian  financial  crisis kept stock prices under  pressure  early in the period.
When the crisis subsided in late 1997,  equities finished the year on a positive
note,  ending the best  consecutive  three-year  period in stock market history.
Concerned that the market might not maintain its torrid pace,  investors  pushed
equity prices lower in January.  But good corporate earnings coupled with benign
inflation  lifted the market higher over the next three  months.  In the spring,
the Asian crisis surfaced again, but stocks recovered  quickly.  That wasn't the
case  when  Russia's  financial  woes hit in  early  summer,  igniting  a global
liquidity crisis.  From mid-July until late August,  the market  experienced its
largest correction in eight years. Stocks began to bounce back in September. But
it took two interest rate cuts by the Federal Reserve (first on September 29 and
again on  October  15) to  catapult  equities  sharply  higher at the end of the
period.  The rate cut on September  29 was the first since  December  1996.  The
Fed's  decision  to cut rates on  October  15 marked  the first time the Fed has
moved on  rates  between  regularly  scheduled  Federal  Open  Market  Committee
meetings since April 1994.

Bonds posted good investment  results as interest rates fell sharply on concerns
over a slowing  global  economy.  Early in the period,  concerns  over the Asian
economic  crisis  pushed  rates lower and lifted bond  prices.  During the first
quarter of 1998, rates stayed in a relatively narrow range, as fears of a global
economic  slowdown  were  offset  by  favorable   domestic  economic  news.  The
re-emergence  of the Asian  crisis in the spring  helped bond  prices,  as rates
resumed  their fall.  When  Russia's  financial  problems hit in mid-July,  bond
prices soared as interest rates  plummeted to historic lows amidst concerns over
a global liquidity crisis.  The Fed's decision to cut interest rates late in the
period gave  investors  confidence  that the central  bank would be dilligent in
keeping the country's economy from slowing significantly. In the final two weeks
of the fiscal year,  interest  rates bounced off their lows and bond prices gave
back some of their gains, but only after recording solid investment  results for
the fiscal year.

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, 1998.
<TABLE>


                                                                 VISTA GROWTH & INCOME
                                                                 $10,0000 INVESTMENT



                          Vista Total Return   Vista Balance    S&P 500 Total 
                                                                      Return     S&P Balance   Lipper Growth   Lipper G&I Balance
                                                                                                  & Income            
                          ------------------   --------------    --------------  -------------  -------------     ------------

<S>                             <C>               <C>               <C>         <C>              <C>              <C>      
12/21/94 to 10/31/95            22.25%            12,315.00         29.27%      12,927.00        19.40%           12,407.36

10/31/96                        20.01%            14,780.00          24.01%      16,031.00       21.72%           15,102.19

10/31/97                        29.33%            19,113.00          32.10%      21,177.00       28.03%           19,335.42

10/31/98                         9.38%            20,906.00          22.06%      25,848.00        9.79%           21,228.00

Return Since Inception          20.71%                               28.09%                      28.07%


</TABLE>


Average Annual Total Returns, for the period ending 10/31/98
                           1 year        Since Inception
Maxim  Vista  Growth        9.38%              20.71%
& Income Portfolio
Lipper    Growth   &
Income Fund Index           9.79%              28.07%
S&P 500 Index              22.06%              28.09%

Past performance is not predictive of future results.  When shares are redeemed,
they maybe worth more or less than the original cost.

This report and the financial  statements contained herein are submitted for the
general  information of the  shareholders of Maxim Series Fund, Inc. This report
is not authorized for  distribution to prospective  investors unless preceded or
accompanied by an effective prospectus.

For more information on Maxim Series Fund, Inc., including charges and expenses,
please contact your registered  representative  to obtain a prospectus.  Read it
carefully before investing.


MAXIM SERIES FUND
<TABLE>

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998
- ----------------------------------------------------------------------------------------------------

                                                                                 MAXIM VISTA GROWTH & INCOME PORTFOLIO
                                                                                 -----------------------------
ASSETS:
<S>                                                                            <C>                 
      Investment in Hub - Growth and Income Portfolio, at value                $        161,426,776
      Receivable for investments sold                                                        52,852
                                                                                 -------------------
                                                                                 -------------------
          Total assets                                                                  161,479,628
                                                                                 -------------------

LIABILITIES:
      Payable for redemptions                                                                31,624
      Other liabilities                                                                     281,387
                                                                                 -------------------
                                                                                 -------------------
          Total liabilities                                                                 313,011
                                                                                 -------------------

NET ASSETS                                                                     $        161,166,617
                                                                                 ===================


NET ASSETS REPRESENTED BY:
      Capital stock, $.10 par value                                            $         10,099,428
      Additional paid-in capital                                                        120,854,074
      Net unrealized appreciation on investments                                         19,774,649
      Undistributed net investment income                                                   107,332
      Accumulated net realized gain on investments                                       10,331,134
                                                                                 -------------------

NET ASSETS                                                                     $        161,166,617
                                                                                 ===================

NET ASSET VALUE PER OUTSTANDING SHARE                                          $             1.5958

SHARES OF CAPITAL STOCK:
      Authorized                                                                        200,000,000
      Outstanding                                                                       100,994,281




See notes to financial statements.


MAXIM SERIES FUND
MAXIM SERIES FUND

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1998
- ---------------------------------------------------------------------------------------------------------

                                                                                      MAXIM VISTA GROWTH & INCOME PORTFOLIO
                                                                                      ---------------------------------------
INVESTMENT INCOME:
      Investment income allocated from Hub portfolio                                $          2,657,734
      Expenses allocated from Hub portfolio                                                     (739,414)
                                                                                      -------------------
                                                                                      -------------------
           Total investment income                                                             1,918,320
                                                                                      -------------------

EXPENSES:
      Advisory fees                                                                              832,302
                                                                                      -------------------
                                                                                      -------------------
           Total expenses                                                                        832,302
                                                                                      -------------------


NET INVESTMENT INCOME                                                                          1,086,018
                                                                                      -------------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
      Net realized gain on investments                                                        10,331,134
      Change in net unrealized appreciation on investments                                     1,294,612
                                                                                      -------------------
                                                                                      -------------------
           Net change in realized and unrealized appreciation on investments                  11,625,746
                                                                                      -------------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                $         12,711,764
                                                                                      ===================



See notes to financial statements.


MAXIM SERIES FUND

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED OCTOBER 31, 1998 AND 1997
- ---------------------------------------------------------------------------------------------------------------

                                                                            MAXIM VISTA GROWTH & INCOME PORTFOLIO
                                                                       -------------------------------------------------
                                                                             1998                   1997
                                                                       -----------------      -----------------
INCREASE IN NET ASSETS:

OPERATIONS:
     Net investment income                                           $        1,086,018              1,217,683
     Net realized gain                                                       10,331,134             16,621,457
     Change in net unrealized appreciation                                    1,294,612             10,136,096
                                                                       -----------------      -----------------
                                                                       -----------------      -----------------
          Net increase in net assets resulting from operations               12,711,764             27,975,236
                                                                       -----------------      -----------------

DISTRIBUTIONS TO SHAREHOLDERS:
     From net investment income                                                (977,424)            (1,241,911)
     From short-term capital gain                                            (3,623,620)            (1,716,872)
     From long-term capital gain                                            (12,997,837)            (4,914,562)
                                                                       -----------------      -----------------
                                                                       -----------------      -----------------
          Total distributions                                               (17,598,881)            (7,873,345)
                                                                       -----------------      -----------------

SHARE TRANSACTIONS:
     Net proceeds from sale of shares                                        27,501,075             28,401,339
     Reinvestment of distributions                                           17,598,881              7,873,492
     Cost of shares redeemed                                                (14,099,838)            (7,753,385)
                                                                       -----------------      -----------------

     Net increase in net assets resulting from share transactions            31,000,118             28,521,446
                                                                       -----------------      -----------------

     Total increase in net assets                                            26,113,001             48,623,337
                                                                       -----------------      -----------------

NET ASSETS:
     Beginning of period                                                    135,053,616             86,430,279
                                                                       -----------------      -----------------

     End of period                                                   $      161,166,617     $      135,053,616
                                                                       =================      =================

OTHER INFORMATION:

SHARES:
     Sold                                                                    16,847,558             18,800,487
     Issued in reinvestment of distributions                                 11,451,538              5,692,550
     Redeemed                                                                (8,711,237)            (5,013,305)
                                                                       -----------------      -----------------

     Net increase in shares of beneficial interest outstanding               19,587,859             19,479,732
                                                                       =================      =================

OUTSTANDING SHARES AT:
     Beginning of period                                                     81,406,422             61,926,690
                                                                       -----------------      -----------------

     End of period                                                          100,994,281             81,406,422
                                                                       =================      =================


See notes to financial statements.



MAXIM SERIES FUND

MAXIM VISTA GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------------

Selected data for a share of capital stock for the years ended October 31, 1998, 1997 and 1996, and the period December 21, 1994
(inception) to October 31, 1995 were as follows:

                                                                   Period Ended October 31,
                                                 -------------------------------------------------------------
                                                     1998             1997           1996            1995
                                                 -------------    -------------   ------------    ------------

Net Asset Value, Beginning of Period           $       1.6590   $       1.3957  $      1.2133   $      1.0000

Income from Investment Operations

Net investment income                                  0.0113           0.0158         0.0219          0.0174

Net Realized and Unrealized Gain                       0.1351           0.3677         0.2147          0.2133
                                                 -------------    -------------   ------------    ------------

Total Income From Investment Operations                0.1464           0.3835         0.2366          0.2307
                                                 -------------    -------------   ------------    ------------

Less Distributions

From Net Investment Income                            (0.0103)         (0.0162)       (0.0215)        (0.0174)

From Net Realized Gain                                (0.1993)         (0.1040)       (0.0327)         0.0000
                                                 -------------    -------------   ------------    ------------

Total Distributions                                   (0.2096)         (0.1202)       (0.0542)        (0.0174)
                                                 -------------    -------------   ------------    ------------

Net Asset Value, End of Period                 $       1.5958   $       1.6590  $      1.3957   $      1.2133
                                                 =============    =============   ============    ============

Total Return                                            9.38%           29.33%         20.01%          22.25%  

Net Assets, End of Period                      $  161,166,617   $  135,053,616  $  86,430,279   $  49,403,163

Ratio of Expenses to Average Net Assets                 1.00%            1.00%          1.00%           1.01% *

Ratio of Net Investment Income to Average Net Assets    0.69%            1.08%          1.75%           2.21% *




*Annualized

The per share amounts and ratios reflect income and expenses assuming inclusion of the Portfolio's proportionate share of
income and expenses of the Hub Portfolio.
</TABLE>



MAXIM SERIES FUND
MAXIM VISTA GROWTH & INCOME PORTFOLIO

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED OCTOBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------

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,  LLC, 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 5.87% at
        October 31, 1998.


INDEPENDENT AUDITORS' REPORT
DELOITTE & TOUCHE LLP
DENVER COLORADO

To the Board of Directors and Shareholders 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.  (the "Fund") as of
October 31, 1998,  the related  statement of operations for the year then ended,
the  statements of changes in net assets for each of the two years in the period
then ended,  and  financial  highlights  for the period from  December  21, 1994
(inception)  through October 31, 1998. 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  and  financial  highlights.  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,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects,  the financial position of Maxim
Vista Growth & Income  Portfolio  of Maxim  Series Fund,  Inc. as of October 31,
1998, the results of its operations for the year then ended,  the changes in its
net assets for each of the two years in the period then ended, and its financial
highlights for the period from December 21, 1994 (inception) through October 31,
1998, in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

/s/DELOITTE & TOUCHE LLP

December 29, 1998




<PAGE>

Growth and Income Portfolio
Portfolio of Investments October 31, 1998

Shares               Issuer                                        Value
- --------------------------------------------------------------------------------
Long-Term Investments -- 94.0%
- --------------------------------------------------------------------------------
                     Common Stock -- 90.5%
                     Aerospace -- 1.2%
      550,000           General Dynamics Corp.                   $32,553,125
                                                                 -----------
                     Agricultural Production/Services-- 0.3%
      128,000           Potash Corp. of Saskatchewan
                            (Canada)                               8,848,000
                     Airlines -- 0.7%
      300,000           AMR Corp.                                 20,100,000
                                                                  ----------
                     Automotive-- 1.2%
      600,000           Ford Motor Co.                            32,550,000
                                                                  ----------
                     Banking-- 4.5%
      664,480           BankAmerica Corp.                         38,166,070
      500,000           Comerica, Inc.                            32,250,000
      387,000           Firstar Corp.                             21,962,250
      375,000           National City Corp.                       24,117,188
      100,000           Star Banc Corp.                            7,562,500
                                                                  ----------
                                                                 124,058,008
                     Biotechnology -- 0.6%
      250,000           Biogen, Inc.*                             17,375,000
                                                                 -----------
                     Broadcasting-- 0.8%
      750,000           CBS Corp.                                 20,953,125
                                                                 -----------
                     Cabletelevision-- 2.4%
      700,000           Comcast Corp., Special Class A            34,562,500
      772,241           Tele-Communications, TCI Group,
                            Class A*                              32,530,652
                                                                  67,093,152
                     Chemicals -- 2.1%
      600,000           Air Products and Chemicals, Inc.          22,650,000
      246,300           Crompton & Knowles Corp.                   3,956,194
      633,200           Engelhard Corp.                           13,297,200
      500,000           Imperial Chemical Industries, PLC,
                            ADR (United Kingdom)                  18,125,000
                                                                  58,028,394
                     Computer Software -- 2.3%
      731,000           American Management Systems, Inc.*        22,432,563
      482,000           Computer Associates International         18,978,750


<PAGE>


Growth and Income Portfolio
Portfolio of Investments October 31, 1998 (continued)


Shares               Issuer                                        Value
- --------------------------------------------------------------------------------
Long-Term Investments -- (continued)
- --------------------------------------------------------------------------------
      750,000           Oracle Corp.*                            $22,171,875
                                                                 -----------
                                                                  63,583,188
                     Computers/Computer Hardware -- 7.8%
      950,000           EMC Corp.*                                61,156,250
      475,000           Gateway 2000 Inc.*                        26,510,938
      450,000           Ingram Micro, Inc., Class A*              20,475,000
      600,000           Seagate Technology, Inc.*                 15,825,000
      450,000           Solectron Corp.*                          25,762,500
      350,000           Storage Technology Corp.*                 11,703,125
      600,000           Sun Microsystems, Inc.*                   34,950,000
      300,000           Texas Instruments Inc.                    19,181,250
                                                                 -----------
                                                                 215,564,063
                     Consumer Products -- 4.2%
      700,000           Avon Products, Inc.                       27,781,250
      475,000           Fortune Brands, Inc.                      15,704,688
    1,400,000           Philip Morris Companies, Inc.             71,575,000
                                                                 -----------
                                                                 115,060,938
                     Electronics/Electrical Equipment-- 0.6%
      500,000           Vitesse Semiconductor Corp.*              16,125,000
                                                                 -----------
                     Entertainment/Leisure -- 2.7%
      550,000           Carnival Corp., Class A                   17,806,250
      350,000           Time Warner, Inc.                         32,484,375
      384,500           Viacom, Inc. Class B*                     23,021,938
                                                                 -----------
                                                                  73,312,563
                     Environmental Services -- 1.4%
      600,000           Allied Waste Industries, Inc.*            12,975,000
      532,025           Waste Management, Inc.                    24,007,628
                                                                 -----------
                                                                  36,982,628
                     Financial Services -- 3.9%
      255,000           Associates First Capital Corp.,
                            Class A                               17,977,500
      900,000           Federal Home Loan Mortgage Corp.          51,750,000
      250,000           Federal National Mortgage
                            Association,                          17,703,125
      305,000           Morgan Stanley, Dean Witter,
                            Discover and Co.                      19,748,750
                                                                 107,179,375


<PAGE>


Growth and Income Portfolio
Portfolio of Investments October 31, 1998 (continued)

Shares               Issuer                                        Value
- --------------------------------------------------------------------------------
Long-Term Investments -- (continued)
- --------------------------------------------------------------------------------
                     Food/Beverage Products -- 2.4%
      800,000           PepsiCo Inc.                             $27,000,000
      300,000           Quaker Oats Co.                           17,718,750
      200,000           Unilever NV, ADR (Netherlands)            15,050,000
      331,300           Whitman Corp.                              7,102,244
                                                                  ----------
                                                                  66,870,994
                     Health Care/Health Care Services-- 3.3%
      600,000           HBO & Co.                                 15,750,000
    2,741,700           HEALTHSOUTH Corp.*                        33,243,113
      814,500           Tenet Healthcare Corp.*                   22,755,094
      255,000           Wellpoint Health Networks, Inc.,
                            Class A*                              18,774,375
                                                                  90,522,582
                     Insurance -- 4.6%
      700,000           ACE, LTD (Bermuda)                        23,712,500
      410,000           Exel LTD, Class A (Bermuda)               31,339,375
      300,000           NAC Re Corp.                              14,531,250
      425,000           Reliastar Financial Corp.                 18,620,313
      900,000           The Allstate Corp.                        38,756,250
                                                                 -----------
                                                                 126,959,688
                     Machinery & Engineering Equipment-- 0.6%
      575,000           McDermott International, Inc.             16,854,688
                                                                 -----------
                     Manufacturing -- 1.9%
      527,500           Ingersoll-Rand Co.                        26,638,750
      470,000           Johnson Controls, Inc.                    26,437,500
                                                                 -----------
                                                                  53,076,250
                     Metals/Mining -- 1.6%
      400,000           Aluminum Co. of America
                            (ALCOA)                               31,700,000
      550,000           Newmont Mining Corp.                      11,687,500
                                                                 -----------
                                                                  43,387,500
                     Office/Business Equipment -- 1.4%
      400,000           Xerox Corp.                               38,750,000
                                                                 -----------
                     Oil & Gas-- 7.5%
      806,200           Coastal Corp.                             28,418,550
      500,000           Diamond Offshore Drilling, Inc.           15,343,750
      450,000           Halliburton Co.                           16,171,875


<PAGE>


Growth and Income Portfolio
Portfolio of Investments October 31, 1998 (continued)

Shares               Issuer                                        Value
- --------------------------------------------------------------------------------
Long-Term Investments -- (continued)
- --------------------------------------------------------------------------------
      545,000           Mobil Corp.                              $41,249,688
      400,000           Schlumberger, LTD                         21,000,000
      667,900           Texaco, Inc.                              39,614,819
      800,000           Tosco Corp.                               22,450,000
      659,900           USX-Marathon Group                        21,570,481
                                                                 -----------
                                                                 205,819,163
                     Packaging -- 0.6%
      509,900           Owens-Illinois, Inc.*                     15,583,819
                                                                 -----------
                     Pharmaceuticals-- 3.9%
      153,000           Bristol-Myers Squibb Co.                  16,916,063
      608,000           Pharmacia & Upjohn, Inc.                  32,186,000
      325,000           Schering-Plough Corp.                     33,434,375
      400,000           SmithKline Beecham PLC, ADR
                            (United Kingdom)                      25,500,000
                                                                 108,036,438
                     Photographic Equipment -- 0.9%
      300,000           Eastman Kodak Co.                         23,250,000
                                                                 -----------
                     Printing & Publishing-- 0.9%
      900,000           New York Times Co., Class A               25,425,000
                                                                 -----------
                     Real Estate Investment Trust-- 1.5%
      373,800           Duke Realty Investments, Inc.              8,924,475
      480,000           Equity Residential Properties Trust       20,160,000
      488,700           Public Storage, Inc.                      13,042,181
                                                                 -----------
                                                                  42,126,656
                     Restaurants/Food Services -- 0.4%
      450,000           CKE Restaurants, Inc.                     11,840,625
                                                                 -----------
                     Retailing-- 9.8%
      825,000           American Stores Co.                       26,864,063
      688,400           CVS Corp.                                 31,451,275
      800,000           Dayton-Hudson Corp.                       33,900,000
      442,018           Federated Department Stores*              16,990,061
    1,000,000           Kroger Co.*                               55,500,000
    1,100,000           Office Depot, Inc.*                       27,500,000
      450,000           Payless ShoeSource, Inc.                  21,121,875
      900,000           Safeway, Inc.*                            43,031,250
      500,000           The Limited, Inc.                         12,812,500
                                                                 -----------
                                                                 269,171,024


<PAGE>


Growth and Income Portfolio
Portfolio of Investments October 31, 1998 (continued)


Shares               Issuer                                        Value
- --------------------------------------------------------------------------------
Long-Term Investments -- (continued)
- --------------------------------------------------------------------------------
                     Shipping/Transportation -- 0.7%
      600,000           Burlington Northern Santa Fe            $ 18,525,000
                                                                ------------
                     Telecommunications-- 5.6%
      520,000           American Tower Corp.*                     11,375,000
      400,000           Bell Atlantic Corp.                       21,250,000
      550,000           BellSouth Corp.                           43,896,875
      375,000           Crown Castle International Corp.*          4,828,125
      800,500           MCI WorldCom, Inc.*                       44,227,625
      368,500           Sprint Corp.                              28,282,375
                                                                 -----------
                                                                 153,860,000
                     Utilities -- 6.2%
      750,000           Consolidated Edison, Inc.                 37,593,750
      300,000           DQE, Inc.                                 11,831,250
      600,000           Duke Energy Corp.                         38,812,500
      600,000           FPL Group Inc.                            37,537,500
      750,000           Pinnacle West Capital Corp.               32,859,375
      350,000           Unicom Corp.                              13,190,625
                                                                 -----------
                                                                 171,825,000
                     Total Common Stock                        2,491,250,986
                     (Cost $1,876,113,553)

                     Convertible Preferred Stock -- 1.8%
                     Cabletelevision -- 0.3%
      150,000           MediaOne Group "ATI" Premium
                            Income Exchangeable Securities
                            (PIES), 6.25%, 08/15/01 Series         8,081,250
                     Manufacturing -- 0.2%
      240,000           Ingersoll-Rand Co., 6.75%,
                            12/31/49 Series                        6,090,000
                     Financial Services -- 0.3%
      243,000           Suiza Capital Trust II, # 5.50%,
                            04/01/28 Series                        8,045,244
                                                                  ----------
                     Packaging -- 0.1%
       60,000           Owens-Illinois, Inc., 4.75%,
                            12/31/49 Series                        2,407,500


<PAGE>


Growth and Income Portfolio
Portfolio of Investments October 31, 1998 (continued)

Shares               Issuer                                        Value
- --------------------------------------------------------------------------------
Long-Term Investments -- (continued)
- --------------------------------------------------------------------------------
                     Retailing -- 0.2%
       70,000           CVS Corp., 6.00%,
                            05/15/01 Series                      $ 6,020,000
                                                                 -----------
                     Telecommunications-- 0.4%
       50,000           TCI Pacific, 5.0%,
                            7/31/06 Series                        10,750,000
                     Utilities -- 0.3%
      102,000           Houston Industries, Inc., 7.00%,
                            07/01/00 Series                        8,268,375
                                                                  ----------
                     Total Convertible Preferred Stock            49,662,369
                     (Cost $43,031,325)
   Principal
    Amount
                     Convertible Corporate Notes & Bonds -- 1.7%
                     Biotechnology -- 0.2%
   $4,000,000           Centocor Inc., #4.75%, 02/15/05            4,270,120
                                                                  ----------
                     Computers/Computer Hardware-- 0.4%
    3,600,000           EMC Corp., #3.25%, 03/15/02               10,373,436
                                                                 -----------
                     Electronics/Electrical Equipment-- 0.3%
    7,000,000           Xilinx, Inc., #5.25%, 11/01/02             7,171,850
                                                                  ----------
                     Health Care/Health Care Services-- 0.2%
    5,000,000           Res-Care Inc., #6.00%, 12/01/04            6,168,750
                                                                  ----------
                     Media/Advertising-- 0.3%
    8,000,000           Clear Channel Communications,
                            Inc., 2.63%, 04/01/03                  7,890,000
                     Telecommunications -- 0.3%
    8,000,000           Bell Atlantic Financial Services,
                            Inc., #4.25%, 09/15/05                 7,880,000
                                                                  ----------
                     Total Convertible Corporate                  43,754,156
                     Notes & Bonds
                     (Cost $35,600,000)
- --------------------------------------------------------------------------------
                     Total Long-Term Investments               2,584,667,511
                     (Cost $1,954,744,878)
- --------------------------------------------------------------------------------


<PAGE>


Growth and Income Portfolio
Portfolio of Investments October 31, 1998 (continued)

   Principal
    Amount           Issuer                                 Value
- --------------------------------------------------------------------------------
Short-Term Investments -- 6.2%
- --------------------------------------------------------------------------------
                     U. S. Government Agency Obligations -- 4.3%
 $118,496,000           Federal Home Loan Bank, Discount
                            Note, 5.40%, 11/02/98              $ 118,460,451
                                                               -------------
                     Floating Rate Note -- 1.9%
   52,900,000           General American Funding
                            Agreement, 5.77%, 03/01/99            53,154,360
- --------------------------------------------------------------------------------
                     Total Short-Term Investments               $171,614,811
                     (Cost $171,614,811)
- --------------------------------------------------------------------------------
                     Total Investments--100.20%                $2,756,282,322
                     (Cost $2,126,359,689)
- --------------------------------------------------------------------------------




<PAGE>


Statement of Assets and Liabilities October 31, 1998
- --------------------------------------------------------------------------------

                                             Growth and    
                                               Income      
                                              Portfolio    
ASSETS:
    Investment securities, 
          at value (Note 1)                $2,756,282,322  
    Cash..................................       53,506    
    Receivables:
       Investment securities sold.........   10,677,665    
       Interest and dividends.............    2,766,602    
    Other assets..........................       17,881    
                                                -------    
             Total assets................. 2,769,797,976   
                                          --------------   
LIABILITIES:
    Payable for investment securities purchased16,387,797  
    Accrued liabilities: (Note 2)
       Investment advisory fees...........      882,226    
       Administration fees................      110,278    
       Custodian..........................       28,323    
       Other..............................      244,283    
                                               --------    
             Total Liabilities............   17,652,907    
                                            -----------    
NET ASSETS APPLICABLE TO INVESTORS'
    BENEFICIAL INTERESTS..................$2,752,145,069   
                                          ==============   
    Cost of Investments...................$2,126,359,689   
                                          ==============   


<PAGE>


Statement of Operations For the year ended October 31, 1998
- --------------------------------------------------------------------------------


                                             Growth and      
                                               Income        
                                              Portfolio      
INVESTMENT INCOME:
    Dividend..............................      $37,303,954  
    Interest..............................       11,002,262  
    Foreign taxes withheld................         (217,262) 
                                                  ---------- 
       Total investment income............       48,088,954  
                                                -----------  
EXPENSES: (Note 2)
    Investment Advisory fees..............       11,363,349  
    Administration fees...................        1,420,419  
    Custodian fees........................          170,450  
    Professional fees.....................          118,028  
    Trustees fees and expenses............           56,817  
    Other.................................          222,872  
                                                   --------  
       Total expenses.....................       13,351,935  
                                                -----------  
    Net investment income.................       34,737,019  
                                                -----------  
REALIZED AND UNREALIZED GAIN (LOSS)
    ON INVESTMENTS:
    Net realized gain on:
       Investments........................      203,655,068  
       Futures transactions...............           79,207  
       Change in net unrealized appreciation /
             depreciation on investments and futures
             transactions.................       20,044,309  
                                                -----------  
       Net realized and unrealized gain (loss) on
             investments and futures transactions 223,778,584
       Net increase in net assets from operations$258,515,603


<PAGE>

Chase Vista Funds
Statement of Changes in Net Assets For the periods indicated
- --------------------------------------------------------------------------------

<TABLE>

                                                                      Growth and                       
                                                                        Income                         
                                                                       Portfolio                       
                                                             For the Year Ended October 31
                                                               1998                1997   
                                                              ------              ------  
INCREASE (DECREASE) IN NET ASSETS:
   FROM OPERATIONS:
<S>                                                        <C>              <C>           
   Net investment income.................................. $ 34,737,019     $ 39,881,845  
   Net realized gain on investments and futures transactions                 203,734,275  
141,951,607
   Change in net unrealized appreciation (depreciation) on
   investments and futures transactions...................   20,044,309      231,319,779  
                                                            -----------     ------------  
  Increase in net assets from operations.................  258,515,603      636,830,358         1,266,651      298,212,099
                                                           ------------     ------------  
TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:
   Contributions..........................................1,057,119,906      788,831,006  
   Withdrawals............................................ (1,226,800,866)  (854,698,879) 
                                                          ---------------- -------------- 
   Net increase (decrease) from transactions in 
   investors' beneficial interests                          (169,680,960)     (65,867,873)
   Net increase (decrease) in net assets..................   88,834,643      570,962,485  
NET ASSETS:
   Beginning of period.................................... 2,663,310,426   2,092,347,941  
                                                          --------------  --------------  
   End of period..........................................$2,752,145,069  $2,663,310,426  
                                                          ==============  ==============  
</TABLE>

<PAGE>




Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------


1.  Organization  and  Significant  Accounting  Policies  -- Growth  and  Income
Portfolio ("GIP"),  (the "Portfolio") is
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
commenced operations on November 19, 1993. The following is a summary of
significant  accounting policies followed by the Portfolios:  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.
  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  Portfolios  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  subjects  the  Portfolios  to risk of loss up to the
  amount of the nominal 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, 1998,  the  Portfolios  had no  outstanding  futures
  contracts.  D.  Security  transactions  and  investment  income --  Investment
  transactions are accounted for on the trade date (the date the order to buy or
  sell is executed).


<PAGE>


Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------

  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.  E.   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.  F. 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.  G. 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. 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, 1998, purchases and
sales of investments (excluding short-term investments) were as follows:
                                              GIP           
Purchases (excluding U.S. Government)   $3,049,154,688   
Sales (excluding U.S. Government)       3,191,229,186    
Sales of U.S. Government....                 63,164,063         

The portfolio turnover rates of GIP for the year ended October 31, 1998,
was 113% 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.


<PAGE>


Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------

Benefits under this plan are based on compensation and years of service. Pension
expenses  for the year ended  October 31,  1998,  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.........................      $22,976     $82,391


5. Bank Borrowings -- The Portfolios may borrow money for temporary or emergency
purposes. Any borrowings representing more than 5% of a Portfolio's total assets
must be  repaid  before  the  Portfolio  may make  additional  investments.  The
Portfolios  have entered into an agreement,  enabling them to  participate  with
other  Chase  Vista Funds in an  unsecured  line of credit  with a syndicate  of
banks,  which permits borrowings up to $350 million,  collectively.  Interest is
charged to each Portfolio based on its borrowings at an annual rate equal to the
sum of the Federal Funds Rate plus 0.35%.  The Portfolios  also pay a commitment
fee of 0.055% per annum on the average daily amount of the available commitment,
which is allocated,  on a pro-rata  basis to the funds.  The  commitment  fee is
included in Other  expenses  on the  Statement  of  Operations.  Borrowings  are
payable on demand.  The Portfolios had no borrowings  outstanding at October 31,
1998, nor at any point during the year.


<PAGE>


Report of Independent Accountants
- -------------------------------------------------------------------------------

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, 1998, 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 that our audits,  which included
confirmation  of  securities  at October  31,  1998 by  correspondence  with the
custodian  and  brokers,  provide a reasonable  basis for the opinion  expressed
above.

PricewaterhouseCoopers  LLP 1177 Avenue of the Americas New York, New York 10036
December 15, 1998



<TABLE> <S> <C>


<ARTICLE>                                            6
<LEGEND>
     MAXIM SERIES FUND - VISTA GROWTH & INCOME FDS
</LEGEND>
<CIK>                         0000356476
<NAME>                        MAXIM SERIES FUND, INC.
<SERIES>
   <NUMBER>                   23
   <NAME>                     VISTA GROWTH & INCOME
<MULTIPLIER>                                                             1000
<CURRENCY>                                                         U.S. Dollar
                                                                         
<S>                                                                             <C>
<PERIOD-TYPE>                                                                   12-MOS
<FISCAL-YEAR-END>                                                               OCT-31-1998
<PERIOD-START>                                                                  NOV-1-1997
<PERIOD-END>                                                                    OCT-31-1998
<EXCHANGE-RATE>                                                                                            1
<INVESTMENTS-AT-COST>                                                                                 141652
<INVESTMENTS-AT-VALUE>                                                                                161427
<RECEIVABLES>                                                                                             53
<ASSETS-OTHER>                                                                                             0
<OTHER-ITEMS-ASSETS>                                                                                       0
<TOTAL-ASSETS>                                                                                        161480
<PAYABLE-FOR-SECURITIES>                                                                                   0
<SENIOR-LONG-TERM-DEBT>                                                                                    0
<OTHER-ITEMS-LIABILITIES>                                                                                313
<TOTAL-LIABILITIES>                                                                                      313
<SENIOR-EQUITY>                                                                                            0
<PAID-IN-CAPITAL-COMMON>                                                                              130954
<SHARES-COMMON-STOCK>                                                                                 100994
<SHARES-COMMON-PRIOR>                                                                                  81406
<ACCUMULATED-NII-CURRENT>                                                                                107
<OVERDISTRIBUTION-NII>                                                                                     0
<ACCUMULATED-NET-GAINS>                                                                                10331
<OVERDISTRIBUTION-GAINS>                                                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                                               19775
<NET-ASSETS>                                                                                          161167
<DIVIDEND-INCOME>                                                                                       1918
<INTEREST-INCOME>                                                                                          0
<OTHER-INCOME>                                                                                             0
<EXPENSES-NET>                                                                                           832
<NET-INVESTMENT-INCOME>                                                                                 1086
<REALIZED-GAINS-CURRENT>                                                                               10331
<APPREC-INCREASE-CURRENT>                                                                               1295
<NET-CHANGE-FROM-OPS>                                                                                  12712
<EQUALIZATION>                                                                                             0
<DISTRIBUTIONS-OF-INCOME>                                                                                977
<DISTRIBUTIONS-OF-GAINS>                                                                               16622
<DISTRIBUTIONS-OTHER>                                                                                      0
<NUMBER-OF-SHARES-SOLD>                                                                                16848
<NUMBER-OF-SHARES-REDEEMED>                                                                            (8711)
<SHARES-REINVESTED>                                                                                    11451
<NET-CHANGE-IN-ASSETS>                                                                                 26113
<ACCUMULATED-NII-PRIOR>                                                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                                              16622
<OVERDISTRIB-NII-PRIOR>                                                                                   (1)
<OVERDIST-NET-GAINS-PRIOR>                                                                                 0
<GROSS-ADVISORY-FEES>                                                                                    832
<INTEREST-EXPENSE>                                                                                         0
<GROSS-EXPENSE>                                                                                          832
<AVERAGE-NET-ASSETS>                                                                                  157577
<PER-SHARE-NAV-BEGIN>                                                                                 1.659
<PER-SHARE-NII>                                                                                       0.011
<PER-SHARE-GAIN-APPREC>                                                                               0.135
<PER-SHARE-DIVIDEND>                                                                                 (0.010)
<PER-SHARE-DISTRIBUTIONS>                                                                            (0.199)
<RETURNS-OF-CAPITAL>                                                                                  0.000
<PER-SHARE-NAV-END>                                                                                   1.596
<EXPENSE-RATIO>                                                                                         1.00
<AVG-DEBT-OUTSTANDING>                                                                                     0
<AVG-DEBT-PER-SHARE>                                                                                       0
                                                            

</TABLE>


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