MAXIM SERIES FUND INC
N-30D, 2000-12-28
DRILLING OIL & GAS WELLS
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                             MAXIM SERIES FUND, INC.
                             8515 EAST ORCHARD ROAD
                            ENGLEWOOD, COLORADO 80111

Dear Shareholder:

We are pleased to present this annual report for the Maxim Vista Growth & Income
Portfolio for the year ended October 31, 2000.

While the U.S. economy remained  healthy  throughout the period,  large-cap U.S.
equities  posted their lowest return for several  years.  The S&P 500 Index rose
6.08%,  which  compares  with  average  returns  of more than 20% in each of the
previous five years.  In the closing months of 1999, it appeared that this would
be a period of strong returns.  Technology stocks staged a magnificent rally, as
New Economy  euphoria gripped the stock market.  The Internet  appeared about to
revolutionize   commerce,  and  the  large  U.S.  networking  and  semiconductor
companies soared to new highs.

The rally  continued  through  the early  months of 2000,  only to falter in the
spring when dot-com  businesses began to experience cash flow  difficulties.  In
the months that followed,  one  technology  stock after another came crashing to
earth.  The final  setback came in the fall,  when a number of companies  warned
that  third-quarter   profits  would  not  meet  expectations.   The  technology
correction  happened  against a background of uncertainty  regarding U.S. rates.
During the summer there were concerns  regarding  whether  Federal Reserve Board
rates rises had succeeded in dampening  runaway economic growth.  Once it became
clear  during the late summer that growth was slowing,  worries  began to emerge
regarding the effect on corporate profits.

But mid- and small-caps  bucked the trend and quietly marched to new highs.  The
S&P MidCap 400 Index  climbed  31.65% in the year,  while the S&P  SmallCap  600
Index gained 25.26%. Both groups were driven by buoyant earnings growth. Indeed,
their  earnings  growth rates exceeded those of large caps for the first time in
many years.

U.S. Treasury bonds, too, had a strong year.  Following the three Fed rate rises
in the 12 months - in February,  March and May - evidence that the U.S.  economy
was indeed slowing  fuelled a rally,  particularly  in longer dated  maturities.
Weak spots were corporate and mortgage bonds,  where credit concerns  undermined
prices.

Against a background of stock price volatility,  there are now a number of large
companies  with  promising  growth  rates  trading  at  attractive   valuations.
Additionally,  mid- and  small-caps  are  expected to continue to report  strong
earnings.  Subdued  inflation should remove the need for further Fed rate rises,
underpinning both equity and bond markets.

This report and the financial  statements contained herein are submitted for the
general  information  of  shareholders  of  the  Maxim  Vista  Growth  &  Income
Portfolio.  This  report  is not  authorized  for  distribution  to  prospective
investors  unless preceded or accompanies by an effective  prospectus.  For more
information,  including  fees  and  expenses,  please  contact  your  registered
representative to obtain a prospectus. Read it carefully before investing.

<PAGE>

The Maxim  Vista  Growth and  Income  Fund (the  Fund),  which  seeks  capital
appreciation  and  current  income by  investing  all of its assets in the Chase
Vista Select Growth and Income Fund (the Vista Fund),  provided a total return
of 9.31% for the year ended  October 31,  2000.  This  compares to 6.94% for the
Lipper  Growth & Income  Fund Index and 9.68% for the S&P 500 Index,  the Funds
benchmark.

How the Fund Was Managed As technology stocks fell from grace in the latter half
of the 12-month  period,  value stocks  returned to favor.  Companies in sectors
like  financials  and  pharmaceuticals  were  re-rated  generating  strong  fund
performance at precisely the time of greatest carnage in the technology sector.

While some financial companies began the year trading on price-to-book values (a
measurement  of net asset value) as low as two to three times,  some of the more
favored  stocks  finished the period on  multiples  as high as seven times.  The
dismantling in late 1999 of the Depression era  Glass-Steagall  Act sparked much
of the  revaluation.  It had kept  securities  brokerage and commercial  banking
businesses  separate.  The move  unleashed  a wave of mergers  and  acquisitions
activity as many financial  institutions  found it more effective to buy scale
than to build it. This  allowed many  financial  stocks to be priced at close to
true value.

Financial  services  companies  with high exposure to corporate  and  investment
banking  activities  performed well. In healthcare,  valuations rose from a less
depressed  level.  These  companies   prospered  as  the  threat  of  government
intervention to reduce drug prices appeared to dissipate.

Though the technology  correction held back performance,  some tech arenas, such
as information  technology,  made significant  contributions.  The semiconductor
weighting  was reduced  throughout  the year,  gains were captured from the late
1999/early 2000 rally, and losses minimized when technology sentiment turned.

Looking Ahead The manager is currently seeking undervalued names from across the
market.  Many stocks with solid financial  fundamentals are currently trading on
reasonable valuations.  If stocks continue to be volatile, the Fund will benefit
from its conservative value mandate.

The following  graph,  prepared in accordance with SEC  regulations,  compares a
$10,000  investment  in the Maxim Vista Growth & Income  Portfolio,  made at its
inception,  with the  performance of the Lipper Growth and Income Fund Index and
the S&P 500 Index. Results include the reinvestment of all dividends and capital
gains  distributions.  Performance is historical  and does not represent  future
results.  Investment  return  and  principal  value  will  fluctuate  so that an
investors shares, when redeemed,  may be worth more or less than their original
cost.

Maxim Vista Growth & Income Portfolio
Inception (12/21/94) - $10,000
10/31/95 - $12,315
10/31/96 - $14,779
10/31/97 - $19,114
10/31/98 - $20,907
10/31/99 - $23,692
10/31/00 - $25,898

Lipper Growth and Income Fund Index
Inception (12/21/94) - $10,000
10/31/95 - $11,940
10/31/96 - $14,533
10/31/97 - $18,607
10/31/98 - $20,429
10/31/99 - $23,704
10/31/00 - $25,349

S&P 500 Index
Inception (12/31/94) - $10,000
10/31/95 - $12,935
10/31/96 - $16,052
10/31/97 - $21,206
10/31/98 - $25,869
10/31/99 - $32,510
10/31/00 - $34,490

Average Annual Total Returns, for the period ending 10/31/99

                                    1 year         5 year        Since Inception
Maxim Vista Growth & Income Portfolio       9.31%         16.02%        17.44%
Lipper Growth and Income Fund Index 6.94%          16.25%        24.17%
S&P 500 Index                       6.09%          21.67%        23.02%

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, INC.



INDEPENDENT AUDITORS REPORT


To the Shareholders and Board of Trustees of
Maxim Series Fund, Inc.:

We have audited the accompanying statements of assets and liabilities, including
the  schedules of  investments,  of the Maxim Vista Growth and Income Fund as of
October 31,  2000,  and the related  statements 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 the financial highlights for the periods indicated. These
financial  statements and financial  highlights are the  responsibility  of fund
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 auditing standards generally accepted
in the  United  States of  America.  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. Our procedures
included   confirmation  of  securities   owned  as  of  October 31,  2000,  by
correspondence  with the custodian and brokers;  where replies were not received
from brokers,  we performed  other auditing  procedures.  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 each
of the Maxim Vista Growth and Income Fund as of October 31, 2000, 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 the financial  highlights for the
periods indicated, in conformity with generally accepted accounting principles.



/s/  Deloitte & Touche LLP

December 15, 2000




<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

MAXIM SERIES FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2000

                                                                                        MAXIM VISTA
                                                                                         GROWTH &
                                                                                          INCOME
                                                                                         PORTFOLIO

ASSETS:

     Investment in Hub - Growth and Income Portfolio, at value (1)                  $     113,724,478
     Subscriptions receivable                                                                  35,011
     Total assets                                                                         113,759,489

LIABILITIES:

     Due to investment adviser                                                                 46,773
     Redemptions payable                                                                       82,244
     Total liabilities                                                                        129,017

NET ASSETS                                                                          $     113,630,472
--------------------------------------------------------------------------------------================----------
--------------------------------------------------------------------------------------================----------

NET ASSETS REPRESENTED BY:

     Capital stock, $.10 par value                                                  $       7,893,828
     Additional paid-in capital                                                            80,143,541
     Net unrealized appreciation on investments                                             9,738,077
     Undistributed net investment income                                                       88,223
     Accumulated net realized gain on investments                                          15,766,803
NET ASSETS                                                                          $     113,630,472
--------------------------------------------------------------------------------------================----------
--------------------------------------------------------------------------------------================----------


NET ASSET VALUE PER OUTSTANDING SHARE                                               $          1.4395
--------------------------------------------------------------------------------------================----------
--------------------------------------------------------------------------------------================----------
(Offering and Redemption Price)

SHARES OF CAPITAL STOCK:

     Authorized                                                                           200,000,000

     Outstanding                                                                           78,938,279

(1)  Cost of investments in securities:                                             $     103,986,401

See notes to financial statements.



MAXIM SERIES FUND, INC.

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 2000

                                                                                        MAXIM VISTA
                                                                                         GROWTH &
                                                                                          INCOME
                                                                                         PORTFOLIO

INVESTMENT INCOME:

     Investment income allocated from Hub portfolio                                 $       1,775,651
     Expenses allocated from Hub portfolio                                                   (550,461)
     Total income                                                                           1,225,190

EXPENSES:

     Advisory fees                                                                            620,041

NET INVESTMENT INCOME                                                                         605,149

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

     Net realized gain on investments allocated from Hub portfolio                         15,725,736
     Change in net unrealized appreciation on investments allocated from Hub portfolio     (6,112,914)
     Net realized and unrealized gain on investments                                        9,612,822

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                $      10,217,971
--------------------------------------------------------------------------------------================----------------
--------------------------------------------------------------------------------------================----------------

See notes to financial statements.

MAXIM SERIES FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 2000 AND 1999

                           MAXIM VISTA GROWTH & INCOME
                                    PORTFOLIO

                                                                          2000               1999

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

     Net investment income                                         $        605,149   $       1,054,930

     Net realized gain on investments allocated from Hub portfolio       15,725,736          26,598,681

     Change in net unrealized appreciation on investments allocated
     from Hub portfolio                                                  (6,112,914)         (3,923,658)

     Net increase in net assets resulting from operations                10,217,971          23,729,953

DISTRIBUTIONS TO SHAREHOLDERS:

     From net investment income                                            (569,882)         (1,109,306)
     From net realized gains                                            (26,557,614)        (10,331,134)
     Total distributions                                                (27,127,496)        (11,440,440)

SHARE TRANSACTIONS:

     Net proceeds from sales of shares                                   39,954,734          73,351,123
     Reinvestment of distributions                                       27,127,496          11,440,440
     Redemptions of shares                                              (62,520,334)       (132,269,592)
     Net increase (decrease) in net assets resulting from share transactio4,561,896         (47,478,029)
     Total decrease in net assets                                       (12,347,629)        (35,188,516)

NET ASSETS:

     Beginning of period                                                125,978,101         161,166,617
     End of period  (1)                                            $    113,630,472   $     125,978,101
---------------------------------------------------------------------===============----================--
---------------------------------------------------------------------===============----================--

OTHER INFORMATION:

SHARES:

     Sold                                                                28,022,224          43,963,560

     Issued in reinvestment of distributions                             20,054,693           7,003,745

     Redeemed                                                           (43,804,981)        (77,295,243)

     Net increase (decrease)                                              4,271,936         (26,327,938)
---------------------------------------------------------------------===============----================--
---------------------------------------------------------------------===============----================--

(1) Including undistributed net investment income                  $         88,223   $          52,956

See notes to financial statements.

</TABLE>




<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
MAXIM SERIES FUND, INC.

MAXIM VISTA GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the portfolio for the years ended October 31,
2000, 1999, 1998, 1997 and 1996 are as
follows:

                                       Period Ended October 31,
                                              2000          1999          1998       1997          1996

Net Asset Value, Beginning of Period $      1.6872 $      1.5958 $     1.6590  $     1.3957 $     1.2133

Income from Investment Operations

Net investment income                       0.0072        0.0114       0.0113       0.0158        0.0219
Net realized and unrealized gain            0.1219        0.1938       0.1351       0.3677        0.2147
Total Income From Investment Operations     0.1291        0.2052       0.1464       0.3835        0.2366

Less Distributions

From net investment income                 (0.0068)      (0.0118)     (0.0103)     (0.0162)      (0.0215)
From net realized gains                    (0.3700)      (0.1020)     (0.1993)     (0.1040)      (0.0327)
Total Distributions                        (0.3768)      (0.1138)     (0.2096)     (0.1202)      (0.0542)
Net Asset Value, End of Period       $      1.4395 $      1.6872 $     1.5958  $     1.6590  $     1.3957
---------------------------------------============--============--===========---===========---===========---------
---------------------------------------============--============--===========---===========---===========---------

Total Return                                 9.31%        13.13%        9.38%        29.33%        20.01%

Net Assets, End of Period            $ 113,630,472  $ 125,978,101 $ 161,166,617 $ 135,053,616 $86,430,279

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

Ratio of Net Investment Income to

Average Net Assets                           0.52%         0.66%        0.69%         1.08%         1.75%
</TABLE>



GROWTH AND INCOME PORTFOLIO
Portfolio of Investments

As of October 31, 2000
(Amounts in Thousands)



    Shares      Issuer                                                     Value
--------------------------------------------------------------------------------
      Long-Term Investments -- 93.7%
--------------------------------------------------------------------------------

                COMMON STOCK -- 92.8%
                Aerospace -- 1.2%
       387      Boeing Co.                                            $   26,243

                Automotive -- 2.7%
     1,601      Ford Motor Co.                                            41,826
       282      General Motors Corp.                                      17,538
                                                                      ----------
                                                                          59,364

                Banking -- 5.7%
     1,035      Bank of New York Co., Inc.                                59,577
     1,410      Wells Fargo Co.                                           65,301
                                                                      ----------
                                                                         124,878

                Chemicals -- 2.2%
       346      Dow Chemical Co.                                          10,593
       859      E.I. DuPont de Nemours Co.                                38,991
                                                                      ----------
                                                                          49,584

                Computers/Computer Hardware -- 0.9%
       200      Hewlett-Packard Co.                                        9,288
       106      International Business Machines Corp.                     10,441
                                                                      ----------
                                                                          19,729

                Consumer Products -- 0.7%
       428      Philip Morris Companies, Inc.                             15,686

                Diversified -- 3.1%
       800      General Electric Co.                                      43,866
       416      Tyco International LTD (Bermuda)                          23,582
                                                                      ----------
                                                                          67,448

                Financial Services -- 17.3%
     1,257      American Express Co.                                      75,402
     2,345      Citigroup, Inc.                                          123,419
       313      Fannie Mae                                                24,124
       288      J.P. Morgan & Co.                                         47,664
       696      Merrill Lynch & Co., Inc.                                 48,720
       671      Morgan Stanley Dean Witter & Co.                          53,858
        94      State Street Corp.                                        11,775
                                                                      ----------
                                                                         384,962

                Food/Beverage Products -- 2.4%
       500      Anheuser-Busch Companies, Inc.                            22,875
       270      PepsiCo, Inc.                                             13,078
       339      Sysco Corp.                                               17,692
                                                                      ----------
                                                                          53,645

                Insurance -- 7.8%
     1,399      American International Group, Inc.                       137,097
       264      Marsh & McLennan Companies, Inc.                          34,479
                                                                      ----------
                                                                         171,576

                Machinery & Engineering Equipment -- 1.7%
       600      Caterpillar, Inc.                                         21,038
       375      Dover Corp.                                               15,914
                                                                      ----------
                                                                          36,952

                Manufacturing -- 0.9%
       353      Honeywell International, Inc.                             18,996


                       See notes to financial statements.


                                       95


GROWTH AND INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)

As of October 31, 2000
(Amounts in Thousands)



    Shares      Issuer                                                     Value
--------------------------------------------------------------------------------
      Long-Term Investments -- Continued
--------------------------------------------------------------------------------


                Metals/Mining -- 0.5%
       419      Alcoa, Inc.                                           $   12,026

                Multi-Media -- 4.1%
     1,013      The Walt Disney Co.                                       36,278
       146      Time Warner, Inc.                                         11,083
       771      Viacom, Inc., Class B*                                    43,861
                                                                      ----------
                                                                          91,222

                Office/Business Equipment -- 0.6%
     1,450      Xerox Corp.                                               12,234

                Oil & Gas -- 12.6%
       213      BP Amoco PLC, ADR (United Kingdom)                        10,860
       603      Chevron Corp.                                             49,511
     1,283      Exxon Mobil Corp.                                        114,457
       450      Halliburton Co.                                           16,678
     1,077      Royal Dutch Petroleum Co., N.Y. Registered Shares
                 (Netherlands)                                            63,971
       303      Schlumberger LTD                                          23,066
                                                                      ----------
                                                                         278,543

                Paper/Forest Products -- 2.0%
       470      International Paper Co.                                   17,230
       308      Weyerhaeuser Co.                                          14,457
       335      Willamette Industries                                     12,165
                                                                      ----------
                                                                          43,852

                Pharmaceuticals -- 7.8%
       836      Abbott Laboratories                                       44,151
       564      American Home Products Corp.                              35,814
       214      Eli Lilly & Co.                                           19,126
       333      Pfizer, Inc.                                              14,381
     1,065      Pharmacia Corp.                                           58,577
                                                                      ----------
                                                                         172,049

                Retailing -- 1.2%
        40      Kohls Corp.*                                               2,168
       868      Target Corp.                                              23,978
                                                                      ----------
                                                                          26,146

                Semi-Conductors -- 2.8%
       394      Altera Corp.*                                             16,129
       350      Intel Corp.                                               15,750
       591      Texas Instruments, Inc.                                   28,996
                                                                      ----------
                                                                          60,875

                Telecommunications -- 8.7%
       719      AT&T Corp.                                                16,675
     1,109      BellSouth Corp.                                           53,579
       627      SBC Communications, Inc.                                  36,170
     1,291      Verizon Communications                                    74,659
       433      WorldCom, Inc.*                                           10,272
                                                                      ----------
                                                                         191,355

                Telecommunications Equipment -- 1.8%
     1,054      Motorola, Inc.                                            26,284
       297      Nortel Networks Corp. (Canada)                            13,514
                                                                      ----------
                                                                          39,798


                       See notes to financial statements.


                                       96


GROWTH AND INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)

As of October 31, 2000
(Amounts in Thousands)



    Shares      Issuer                                                     Value
--------------------------------------------------------------------------------
      Long-Term Investments -- Continued
--------------------------------------------------------------------------------

                Utilities -- 4.1%
       202      Dominion Resources, Inc.                            $     12,032
       400      DQE, Inc.                                                 13,975
       284      Duke Energy Corp.                                         24,548
       491      Enron Corp.                                               40,293
                                                                    ------------
                                                                          90,848
--------------------------------------------------------------------------------
                Total Common Stock                                     2,048,011
                (Cost $1,637,799)
              ------------------------------------------------------------------
                CONVERTIBLE PREFERRED STOCK -- 0.9%
                Telecommunications -- 0.9%
       250      Qwest Trends Trust, 5.75%, 11/17/03                       20,219
                (Cost $10,438)
--------------------------------------------------------------------------------
                Total Long-Term Investments                            2,068,230
                (Cost $1,648,237)
--------------------------------------------------------------------------------

      Short-Term Investment -- 6.2%
--------------------------------------------------------------------------------
Principal
Amount


                REPURCHASE AGREEMENT -- 6.2%
  $137,574      Greenwich Capital Markets, Inc., Tri Party, 6.55%,
                 due 11/01/00, (Dated 10/31/00, Proceeds
                 $137,599, Secured by GNMA, $140,079, 6.00%
                 through 11.50%, due 04/15/13 through 10/15/30;
                 Market Value $140,328)                                  137,574
                 (Cost $137,574)
--------------------------------------------------------------------------------
                Total Investments -- 99.9%                            $2,205,804
                (Cost $1,785,811)
--------------------------------------------------------------------------------


                       See notes to financial statements.


                                       97


CAPITAL GROWTH PORTFOLIO
Portfolio of Investments

As of October 31, 2000
(Amounts in Thousands)



    Shares      Issuer                                                     Value
--------------------------------------------------------------------------------
      Long-Term Investments -- 96.4%
--------------------------------------------------------------------------------

                COMMON STOCK -- 96.4%
                Advertising -- 1.5%
       335      True North Communications, Inc.                          $12,625

                Apparel -- 1.1%
       350      Jones Apparel Group, Inc.*                                 9,734

                Banking -- 3.8%
       290      Cullen/Frost Bankers, Inc.                                 9,661
       210      TCF Financial Corp.                                        8,492
       250      Zions Bancorp.                                            14,359
                                                                        --------
                                                                          32,512

                Biotechnology -- 1.2%
       240      Chiron Corp.*                                             10,395

                Broadcasting/Cable -- 1.1%
       200      AT&T Corp. -- Liberty Media Group, Class A*                3,600
       145      Univision Communications, Inc., Class A*                   5,546
                                                                        --------
                                                                           9,146

                Business Services -- 8.1%
       390      ACNielsen Corp.*                                           9,336
       256      Acxiom Corp.*                                             10,292
       225      Affiliated Computer Services, Inc., Class A*              12,530
       450      Concord EFS, Inc.*                                        18,590
       250      Manpower, Inc.                                             8,703
       200      Sungard Data Systems, Inc.*                               10,225
                                                                        --------
                                                                          69,676

                Chemicals -- 2.3%
       265      Cytec Industries, Inc.*                                    9,176
       135      FMC Corp.*                                                10,260
                                                                        --------
                                                                          19,436

                Computer Software -- 2.3%
       340      Rational Software Corp.*                                  20,294

                Construction -- 2.3%
       190      American Standard Companies, Inc.*                         8,716
       346      Lennar Corp.                                              11,099
                                                                        --------
                                                                          19,815

                Electronics/Electrical Equipment -- 11.2%
       225      Amphenol Corp., Class A*                                  14,456
       350      APW LTD.*                                                 16,166
       126      Coherent, Inc.*                                            4,386
       200      PerkinElmer, Inc.                                         23,899
        80      Sanmina Corp.*                                             9,145
       475      Sensormatic Electronics Corp.*                             8,550
       150      Symbol Technologies, Inc.                                  6,816
       450      Vishay Intertechnology, Inc.*                             13,500
                                                                        --------
                                                                          96,918

                Entertainment/Leisure -- 2.3%
       350      Harrah's Entertainment, Inc.*                             10,019
       800      Park Place Entertainment Corp.*                           10,200
                                                                        --------
                                                                          20,219


                       See notes to financial statements.


                                       98


CAPITAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)

As of October 31, 2000
(Amounts in Thousands)



    Shares      Issuer                                                     Value
--------------------------------------------------------------------------------
      Long-Term Investments -- Continued
--------------------------------------------------------------------------------

                Financial Services -- 2.7%
       230      A.G. Edwards, Inc.                                       $11,673
       180      Lehman Brothers Holdings, Inc.                            11,610
                                                                        --------
                                                                          23,283

                Food/Beverage Products -- 1.2%
       300      Pepsi Bottling Group, Inc.                                10,388

                Health Care/Health Care Services -- 6.8%
       200      Cytyc Corp.*                                              11,875
       250      Dentsply International, Inc.                               8,672
       900      Health Management Associates, Inc., Class A*              17,831
       350      Oxford Health Plans, Inc.*                                11,813
       185      Stryker Corp.                                              8,718
                                                                        --------
                                                                          58,909

                Insurance -- 5.2%
       450      Ace LTD (Bermuda)                                         17,662
       200      AXA Financial, Inc.                                       10,813
       230      Radian Group, Inc.                                        16,301
                                                                        --------
                                                                          44,776

                Machinery & Engineering Equipment -- 1.7%
       210      Dover Corp.                                                8,912
       140      Zebra Technologies Corp., Class A*                         6,134
                                                                        --------
                                                                          15,046

                Oil & Gas -- 8.6%
       470      Anadarko Petroleum Corp.                                  30,103
        65      BJ Services Co.*                                           3,408
       240      Cooper Cameron Corp.*                                     13,080
       475      Global Marine, Inc.*                                      12,588
       130      Nicor, Inc.                                                4,591
       375      Tosco Corp.                                               10,734
                                                                        --------
                                                                          74,504

                Paper/Forest Products -- 1.1%
       250      Willamette Industries                                      9,078

                Pharmaceuticals -- 8.7%
       100      Alza Corp.*                                                8,094
       520      Biovail Corp. International (Canada)*                     21,872
       140      Forest Laboratories Inc., Class A*                        18,550
       160      Medimmune, Inc.*                                          10,460
        85      Sepracor, Inc.*                                            5,791
       160      Watson Pharmaceuticals, Inc.*                             10,010
                                                                        --------
                                                                          74,777

                Pipelines -- 3.3%
       125      Columbia Energy Group                                      8,992
       220      El Paso Energy Corp.                                      13,791
       100      National Fuel Gas Co.                                      5,363
                                                                        --------
                                                                          28,146

                Printing & Publishing -- 0.9%
       400      A.H. Belo Corp., Class A                                   7,675

                Real Estate Investment Trust -- 1.2%
       130      Equity Residential Properties Trust                        6,118
       206      ProLogis Trust                                             4,326
                                                                        --------
                                                                          10,444


                       See notes to financial statements.


                                       99


CAPITAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)

As of October 31, 2000
(Amounts in Thousands)



    Shares      Issuer                                                     Value
--------------------------------------------------------------------------------
      Long-Term Investments -- Continued
--------------------------------------------------------------------------------

                Restaurants/Food Services -- 1.9%
       415      Brinker International, Inc.*                           $  16,289

                Retailing -- 1.6%
       425      BJ's Wholesale Club, Inc.*                                13,998

                Semi-Conductors -- 6.0%
       305      Altera Corp.*                                             12,486
       350      Atmel Corp.*                                               5,228
       413      Microchip Technology, Inc.*                               13,045
       110      Veeco Instruments, Inc.*                                   7,277
       200      Vitesse Semiconductor Corp.*                              13,988
                                                                       ---------
                                                                          52,024

                Shipping/Transportation -- 0.9%
       150      C.H. Robinson Worldwide, Inc.                              8,203

                Telecommunications -- 2.0%
       145      U.S. Cellular Corp.*                                       9,280
       170      Western Wireless Corp., Class A*                           8,075
                                                                       ---------
                                                                          17,355

                Telecommunications Equipment -- 1.6%
       125      Comverse Technology, Inc.*                                13,969

                Utilities -- 3.8%
       265      AGL Resources, Inc.                                        5,399
       300      Alliant Energy Corp.                                       9,094
       200      American Water Works, Inc.                                 4,875
       200      Energy East Corp.                                          4,038
       350      Scana Corp.                                                9,275
                                                                       ---------
                                                                          32,681
--------------------------------------------------------------------------------
                Total Long-Term Investments                              832,315
                (Cost $612,053)
--------------------------------------------------------------------------------

      Short-Term Investment -- 5.0%
--------------------------------------------------------------------------------
Principal
Amount


                REPURCHASE AGREEMENT -- 5.0%
   $43,338      Greenwich Capital Markets, Inc., Tri Party, 6.55%,
                 due 11/01/00, (Dated 10/31/00, Proceeds $43,346,
                 Secured by U.S. Government Agency Obligations,
                 $44,715, 6.50% through 6.75%, due 06/18/21
                 through 09/15/23; Market Value $44,205)                  43,338
                (Cost $43,338)
--------------------------------------------------------------------------------
                Total Investments -- 101.4%                             $875,653
                (Cost $655,391)
--------------------------------------------------------------------------------


INDEX:
*       -- Non-income producing security.
ADR     -- American Depositary Receipt.
GNMA    -- Government National Mortgage Association


                       See notes to financial statements.


                                      100


GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
Statement of Assets and Liabilities As of October 31, 2000

(Amounts in Thousands)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



                                                           Growth and
                                                             Income     Capital Growth
                                                            Portfolio      Portfolio
---------------------------------------------------------------------------------------

    ASSETS:
      Investment securities, at value (Note 1) ..........  $2,205,804      $875,653
      Other assets ......................................           7             3
      Receivables:
          Interest and dividends ........................       2,695           329
---------------------------------------------------------------------------------------
            Total Assets ................................   2,208,506       875,985
---------------------------------------------------------------------------------------
    LIABILITIES:
      Payables:
          Investment securities purchased ...............          --        11,696
      Accrued liabilities: (Note 2)
          Investment advisory fees ......................         727           282
          Administration fees ...........................          91            35
          Custodian fees ................................          24            11
          Other .........................................         314           230
---------------------------------------------------------------------------------------
            Total Liabilities ...........................       1,156        12,254
---------------------------------------------------------------------------------------
    NET ASSETS APPLICABLE TO INVESTORS'
    BENEFICIAL INTERESTS ................................  $2,207,350      $863,731
---------------------------------------------------------------------------------------
      Cost of investments ...............................  $1,785,811      $655,391
---------------------------------------------------------------------------------------
</TABLE>


                       See notes to financial statements.


                                      101


GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
Statement of Operations For the year ended October 31, 2000

(Amounts in Thousands)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                           Growth and
                                                             Income     Capital Growth
                                                            Portfolio      Portfolio
---------------------------------------------------------------------------------------

    INVESTMENT INCOME:
      Dividend ..........................................  $   32,526       $ 6,696
      Interest ..........................................       3,885         2,388
      Foreign taxes withheld ............................        (246)           --
---------------------------------------------------------------------------------------
            Total investment income .....................      36,165         9,084
---------------------------------------------------------------------------------------
    EXPENSES: (Note 2)
      Investment advisory fees ..........................       9,573         3,572
      Administration fees ...............................       1,197           447
      Custodian fees ....................................         136            72
      Accounting fees ...................................          39            30
      Professional fees .................................          70            52
      Trustees' fees ....................................          55            20
      Other .............................................         125            28
---------------------------------------------------------------------------------------
            Total expenses ..............................      11,195         4,221
---------------------------------------------------------------------------------------
      Less earnings credits (Note 2B) ...................          55            23
---------------------------------------------------------------------------------------
            Net expenses ................................      11,140         4,198
---------------------------------------------------------------------------------------
                  Net investment income .................      25,025         4,886
---------------------------------------------------------------------------------------
    REALIZED AND UNREALIZED
    GAIN (LOSS) ON INVESTMENTS:
      Net realized gain on investments ..................     322,821       168,249
      Change in net unrealized appreciation/
      depreciation of investments .......................    (123,018)       39,433
---------------------------------------------------------------------------------------
      Net realized and unrealized gain on investments ...     199,803       207,682
---------------------------------------------------------------------------------------
      Net increase in net assets from operations ........  $  224,828      $212,568
---------------------------------------------------------------------------------------
</TABLE>



                       See notes to financial statements.


                                      102



GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
Statement of Changes in Net Assets For the year ended October 31,

(Amounts in Thousands)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                               Growth and
                                                 Income                   Capital Growth
                                               Portfolio                     Portfolio
-----------------------------------------------------------------------------------------------
                                          2000           1999           2000           1999
-----------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN
NET ASSETS FROM OPERATIONS:
  Net investment income ...........   $    25,025    $    34,082    $     4,886    $3,754
  Net realized gain on
  investments .....................       322,821        426,148        168,249   185,113
  Change in net unrealized
  appreciation/depreciation of
  investments .....................      (123,018)       (86,911)        39,433   (28,226)
-----------------------------------------------------------------------------------------------
    Increase in net assets
    from operations ...............       224,828        373,319        212,568
160,641
-----------------------------------------------------------------------------------------------
TRANSACTIONS IN INVESTORS'
BENEFICIAL INTERESTS:
  Contributions ...................       147,832        480,886        469,249
877,944
  Withdrawals .....................      (789,064)      (982,596)      (759,382)
(1,288,947)
-----------------------------------------------------------------------------------------------
    Net decrease from
    transactions in investors'
    beneficial interests ..........      (641,232)      (501,710)      (290,133)
(411,003)
-----------------------------------------------------------------------------------------------
       Total decrease in net assets      (416,404)      (128,391)       (77,565)
(250,362)
NET ASSETS:
  Beginning of period .............     2,623,754      2,752,145        941,296
1,191,658
-----------------------------------------------------------------------------------------------
  End of period ...................   $ 2,207,350    $ 2,623,754    $   863,731    $
941,296
-----------------------------------------------------------------------------------------------
</TABLE>



                       See notes to financial statements.


                                      103


GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS

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 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 Portfolios' 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.

     Index futures contracts are used to control the asset mix of the Portfolios
     in the most efficient manner. Short index futures contracts are used for


                                       104


GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     hedging purposes, i.e. to reduce the exposure to equities. Long index
     futures contracts are used to gain exposure to equities, when it is
     anticipated that this will be more efficient than buying stocks directly.
     Use of long futures contracts subject the Portfolios to risk of loss up to
     the nominal value of the contract. Use of short futures contracts subject
     the Portfolios to unlimited losses.

     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, 2000, 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). 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.   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.

     F.   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 each Portfolio's average daily net assets.

     Chase Fleming Asset Management (USA) Inc. ("CFAM (USA)"), a registered
     investment advisor, is the sub-investment advisor to each of the Portfolios
     pursuant to a Sub-Investment Advisory Agreement between CFAM (USA) and
     Chase. CFAM (USA), formerly Chase Asset Management Inc., 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.


                                      105


GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     B.   CUSTODIAN FEES -- Chase, as Custodian, provides safekeeping services
     for the Portfolios' securities. Compensation for such services is presented
     in the Statement of Operations as custodian fees. In addition, custodian
     fees are subject to reduction by credits earned by each Portfolio, based on
     cash balances held by Chase as custodian. Such earnings credits are
     presented separately in the Statement of Operations. The Portfolios could
     have invested the cash balances utilized in connection with the earnings
     credits arrangements in income producing assets if they had not entered
     into such arrangements.

     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, 2000, purchases and sales of investments
(excluding short-term investments) were as follows (in thousands):



                                                       GIP               CGP
-------------------------------------------------------------------------------

    Purchases (excluding U.S. Government) ...... $  690,394          $572,612
    Sales (excluding U.S. Government) ..........  1,319,968           818,006
    Purchases of U.S. Government ...............          -                 -
    Sales of U.S. Government ...................          -               585


The portfolio turnover rates of GIP and CGP for the year ended October 31, 2000,
were 30% and 66% respectively.

4.   FEDERAL INCOME TAX MATTERS

For Federal income tax purposes, the cost and unrealized appreciation
(depreciation) in value of the investment securities at October 31, 2000, are as
follows (in thousands):



                                                     GIP               CGP
-------------------------------------------------------------------------------

    Aggregate cost ............................. $1,788,611         $655,557
                                                 ----------         --------
    Gross unrealized appreciation .............. $  505,969         $242,300
    Gross unrealized depreciation ..............    (88,776)         (22,204)
                                                 ----------         --------
    Net unrealized appreciation ................ $  417,193         $220,096
                                                 ==========         ========


5.   CONCENTRATIONS

At October 31, 2000, CGP invested 21.0% of its portfolio in securities issued by
technology sector companies, such as computer hardware and software companies,
internet connectivity providers and telecommunications equipment manufacturers.
Valuations of companies in the technology sector are typically subject to
greater volatility than other sectors.


                                      106


GROWTH AND INCOME AND CAPITAL GROWTH PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6.   TRUSTEE COMPENSATION

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, 2000, included in Trustees Fees 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 (in thousands):



                                                                       Accrued
                                                     Pension           Pension
                                                    Expenses          Liability
-------------------------------------------------------------------------------

    GIP                                                  $20             $118
    CGP                                                    7               54


7.   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 0.50%. The Portfolios also pay a commitment fee of 0.10%
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, 2000, nor at any
point during the year then ended.


                                      107


REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Beneficial Unit Holders of Growth and Income Portfolio and
Capital Growth Portfolio

In our opinion, the accompanying statements 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, 2000, 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 accounting principles
generally accepted in the United States of America. These financial statements
and financial highlights (hereafter referred to as "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 auditing
standards generally accepted in the United States of America, 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, 2000 by correspondence with the custodian and
brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
December 11, 2000


                                      108




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