Great-West Funds Inc – ‘POS AMI’ on 5/6/98

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Post-Effective Amendment
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Document/Exhibit                   Description                      Pages   Size 

 1: POS AMI     Msf485Bpos                                            82±   339K 
 2: EX-23.A     Consent                                                1      6K 
 3: EX-23.B     Consent                                                2      6K 
 4: EX-27.23    Financial Data Schedule                                2±    10K 

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POS AMI
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As filed with the Securities and Exchange Commission on January 30, 1998

Registration No. 2-75503

------------------------------------------------------------------------------- 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)                     

Pre-Effective Amendment No.  _____                 |_|    
Post-Effective Amendment No.   54                  |X|    

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940                 

Amendment No.   54                                 |X|    

------------------------------------------------------------------------------- 
 MAXIM SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
8515 E. Orchard Road
 Englewood, Colorado 80111

 Registrant's Telephone Number, including Area Code:
(303) 689-3000

W. T. McCallum
 President and Chief Executive Officer
 Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
 Englewood, Colorado 80111

 (Name and Address of Agent for Service)

Copies of Communications to:
James F. Jorden, Esquire
 Jorden Burt Berenson & Johnson, LLP
 1025 Thomas Jefferson St. N. W.
Suite 400 East
Washington, D. C. 20007-0805

Approximate Date of Proposed Public Offering              

It is proposed that this filing will become effective (check appropriate box)   

|_|  immediately  upon  filing  pursuant  to  paragraph  (b) of Rule  485 |X| on
February 27, 1998 pursuant to paragraph (b) of Rule 485 |_| 60 days after filing
pursuant to paragraph  (a)(1) of Rule 485 |_| on pursuant to paragraph (a)(1) of
Rule 485 |_| 75 days after filing  pursuant to paragraph  (a)(2) of Rule 485 |_|
on pursuant to paragraph (a)(2) of Rule 485.                                    

If appropriate, check the following box:                  

|_|  this post-effective amendment designates a new effective date for a        
previously filed post-effective amendment                             

Title of Securities Being Registered: Securities of an open-end investment      
company.                                                                        

POS AMI
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 MAXIM SERIES FUND, INC.
 REGISTRATION STATEMENT ON FORM N-1A
 CROSS-REFERENCE SHEET

PART A

                                                        [Enlarge/Download Table]

Form N-1A Item                                          Prospectus Caption                               

                                                                                                         
1.   Cover Page                              Cover Page                                                  
2.   Synopsis                                Not Applicable                                              
3.   Condensed Financial Information         Financial Highlights                                        
4.   General Description of Registrant       The Fund and Introduction; Fund Portfolios; The Fund and Its
                                             Shares                                                      
5.   Management of the Fund                  Management of the Fund                                      
6.   Capital Stock and Other Securities      The Fund and Its Shares                                     
7.   Purchase of Securities Being Offered    Introduction; Purchase and Redemption of Shares; Valuation  
                                             of Shares                                                   
8.   Redemption or Repurchase                Purchase and Redemption of Shares                           
9.   Pending Legal Proceedings               Not Applicable                                              

                                     PART B                                                              

                                             Statement of Additional                                     
Form N-1A Item                               Information Caption                                         

10.  Cover Page                              Cover Page                                                  
11.  Table of Contents                       Table of Contents                                           
12.  General Information and History          Not Applicable                                             
13.  Investment Objectives and Policies       The Fund Portfolios                                        
14.  Management of the Registrant             Management of the Fund                                     
15.  Control Persons and Principal            Purchase and Redemption of Shares                          
           Holders of Securities                                                                         
16.  Investment Advisory and Other Services   Management of Fund                                         
17.  Brokerage Allocation                     Portfolio Transactions and Brokerage                       
18.  Capital Stock and Other Securities       Not Applicable                                             
19.  Purchase, Redemption and Price of        Purchase and Redemption of Shares                          
           Securities Being Offered                                                                      
20.  Tax Status                               Taxes                                                      
21.  Underwriters                             Not Applicable                                             
22.  Calculation of Yield Quotations          Calculation of Yields and Total Return                     
           of Performance Data                                                                           
23.  Financial Statements                     Financial Statements                                       

                                    PART C                                                               

Form N-1A Item                                Part C Caption                                             

24.  Financial Statements and Exhibits        Financial Statements and Exhibits                          
25.  Persons Controlled by or Under           Persons Controlled by or Under                             
           Common Control                     Common Control                                             
26.  Number of Holders of Securities          Number of Holders of Securities                            
27.  Indemnification                          Indemnification                                            
28.  Business and Other Connections           Business and Other Connections of                          
           of Investment Adviser              Investment Adviser                                         
29.  Principal Underwriters                   Principal Underwriters                                     
30.  Location of Accounts and Records         Location of Accounts and Records                           
31.  Management Services                      Management Services                                        
32.  Undertakings                             Undertakings                                               
33.  Signatures                               Signatures                                                 

12
 MAXIM SERIES FUND, INC.
8515 E. Orchard Rd., Englewood, Colorado 80111
Phone No. (303) 689-3000

          Maxim  Series  Fund,  Inc.  (the  "Fund"),   an  open-end   management
     investment  company,  includes  the  following  non-diversified  investment
     portfolio:   the  Maxim  Vista  Growth  &  Income   Portfolio  (the  "Vista
Portfolio").                                                          

           The  investment  objective  of the Vista  Portfolio is to provide its
shareholders with long-term capital appreciation and to provide dividend income.
The Vista  Portfolio  seeks to achieve its  objective  by  investing  all of its
investible  assets in the  Growth & Income  Portfolio  ("Growth  &  Income"),  a
non-diversified open-end management investment company. Growth & Income seeks to
achieve its investment objective, which is identical to the investment objective
of the Vista  Portfolio,  by  investing  in common stock of issuers with a broad
range of market capitalizations.                                                

           This Prospectus sets forth concisely the information  about the Vista
Portfolio that prospective investors ought to know before investing.            

           Additional  information  about  the  Fund  has  been  filed  with the
Securities and Exchange Commission and is available upon request, without charge
by calling or writing the Fund. The "Statement of Additional  Information" bears
the same date as this  Prospectus  and is  incorporated  by reference  into this
Prospectus in its entirety.                                                     

           Mutual fund shares are not  deposits,  obligations  of, or guaranteed
by, any Depositary institution.  Shares are not insured by the FDIC, the Federal
Reserve  Board,  or any  other  agency,  and are  subject  to  investment  risk,
including the possible loss of principal.                                       

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.   

                                            THIS PROSPECTUS SHOULD BE READ
                                            AND RETAINED FOR FUTURE REFERENCE.

                                            GW CAPITAL MANAGEMENT, LLC

                                            Investment Adviser

                              The date of this Prospectus is February 27, 1998

POS AMI
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FINANCIAL HIGHLIGHTS
Selected Data for a Share of Capital Stock
For the Year Ended October 31,
 MAXIM VISTA GROWTH & INCOME PORTFOLIO

                                                        [Enlarge/Download Table]
                                                                        Period Ended October 31,                               
------------------------------------- -------------------------- ------------------------------- ----------------------------- 

                                                 1997                          1996                          19951             

                                       -------------------------- ------------------------------- -----------------------------

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

Income from Investment Operations                                                                                              

Net Investment Income                         0.0158                      0.0219                          0.0174               

Net Realized and Unrealized Gain              0.3677                      0.2147                          0.2133               

                                         ------------------------     --------------------------        --------------------   

Total Income From                                                                                                              
Investment Operations                       0.3835                      0.2366                          0.2307                 

Less Distributions                                                                                                             

Less Distributions                                                                                                             
From Net Investment Income                  (0.0162)                    (0.0215)                        (0.0174)               

From Net Realized Gain                     (0.1040)                    (0.0327)                                                

                                         ------------------------      -----------------------      --------------------       

Total Distributions                            (0.1202)                    (0.0542)                        (0.0174)            

                                        ------------------------       --------------------------     --------------------     

Total Distributions                                                          (0.0542)                           (0.0174)       

                                                                     --------------------------        ----------------------  

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

                                       ======================        ================           -------------------            

Total Return                                       29.33%                  20.01%                          22.25%              
Total Return                                                               20.01%                          27.30%              

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

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

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

----------------------------           ----------------------       ---------------------         -----------------            


---------                                                                       

1 For 1995 the period is from December 21, 1994[inception] to October 31, 1995. 
* Annualized                                                                    

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                                            INTRODUCTION

           Maxim  Series  Fund,  Inc.  (the  "Fund") is an  open-end  management
investment  company (a mutual  fund)  that sells its shares to the Maxim  Series
Account,  FutureFunds Series Account,  FutureFunds II Series Account, Retirement
Plan Series  Account and Pinnacle  Series  Account of Great-West  Life & Annuity
Insurance  Company  ("GWL&A")  and to the TNE Series (k)  Account  (collectively
"Series  Accounts") of  Metropolitan  Life Insurance  Company  ("MetLife").  The
shares in the Series  Accounts are currently used to fund benefits under certain
individual  and group  variable  annuity  contracts and variable life  insurance
policies (the "Variable Contracts") issued by GWL&A and MetLife. For information
concerning  your rights under a variable  contract,  see the  applicable  Series
Account  prospectus.  Shares of the Fund are,  and may in the future be, used to
fund benefits under other contracts  issued by GWL&A or its affiliates,  MetLife
or its affiliates,  and other insurance  companies.  GW Capital Management,  LLC
("GW Capital") is the Investment  Adviser for the Fund and the Vista  Portfolio.
The investment adviser of Growth & Income is The Chase Manhattan Bank ("Chase"),
270 Park Avenue, New York, New York 10017. Chase Asset Management,  Inc. ("CAM")
is the  sub-adviser  to Growth & Income.  CAM's  address  is 1211  Avenue of the
Americas, New York, New York 10036.                                             

                                            THE FUND PORTFOLIO

           The Vista  Portfolio has its own investment  objective and investment
strategy.  The investment  objective may not be changed  without the affirmative
vote of at least a majority of the outstanding shares of the Vista Portfolio.  A
more detailed  description of the Vista  Portfolio's  investment  policies and a
glossary  further  describing  certain  investment  securities  mentioned in the
discussion   that  follows  are   contained  in  the   Statement  of  Additional
Information.  Unlike other  portfolios  of the Fund which  directly  acquire and
manage  their own  portfolio of  securities,  the Vista  Portfolio  will seek to
achieve its  objectives  by investing all of its  investible  assets in Growth &
Income. The Vista Portfolio has an investment objective that is identical to the
investment  objective  of  Growth  &  Income.  The  various  investments  of and
techniques employed by Growth & Income are discussed under "Maxim Vista Growth &
Income Portfolio", below.                                                       

           Smaller funds investing in Growth & Income may be materially affected
by the actions of larger funds  invested in Growth & Income.  For example,  if a
large fund  withdraws from Growth & Income,  the remaining  funds may experience
higher pro rata operating expenses, thereby producing lower returns, or Growth &
Income may become less diverse, resulting in increased portfolio risk. (However,
this possibility also exists for traditionally structured funds which have large
and/or  institutional  investors.) Also, funds with a greater pro rata ownership
in Growth & Income could have  effective  voting  control of the  operations  of
Growth & Income. Whenever the Fund is requested to vote on matters pertaining to
Growth & Income,  the Fund will cast all of its votes in the same  proportion as
do the Vista  Portfolio's  shareholders.  See "The Fund And Its  Shares" in this
prospectus for additional information regarding shareholders of the Fund.       

           The Vista Portfolio may withdraw its investment in Growth & Income at
any time  without  shareholder  approval if the Board of  Directors  of the Fund
decides it is in the best  interest  of the Vista  Portfolio  to do so. Upon any
such withdrawal, the Board will consider what action may be taken, including the
investment of assets of the Vista  Portfolio in another  underlying  mutual fund
having the same investment  objective as the Vista Portfolio or the retention of
an investment  adviser to manage the Vista Portfolio's assets in accordance with
the  investment  objective.  The  investment  objective of the Vista  Portfolio,
however,  and the investment  objective of Growth & Income,  can only be changed
with  shareholder  approval.  There  is  no  assurance  that  Vista  Portfolio's
investment  objective  will be achieved nor is there any assurance that Growth &
Income's investment objective will be achieved.                                 

           Certain changes in Growth & Income's fundamental objectives, policies
and restrictions  could require the Vista Portfolio to redeem its interest.  Any
such redemption could result in a distribution in-kind of securities (as opposed
to cash  distribution) by the underlying mutual fund. Should such a distribution
occur, the Vista Portfolio could incur brokerage fees or other transaction costs
in converting such securities to cash. In addition, a distribution in-kind could
result in a less  diversified  portfolio of investments  for the Vista Portfolio
and could affect adversely the liquidity of the Vista Portfolio.                

           Following  is a  description  of the  Vista  Portfolio  that  will be
managed on the basis described above.                                           

Maxim Vista Growth & Income Portfolio                                           

           The  investment  objective  of the Vista  Portfolio is to provide its
shareholders with long-term capital appreciation and to provide dividend income.
The Vista  Portfolio  seeks to achieve its  objective  by  investing  all of its
investible assets in the Growth & Income, a non-diversified  open-end management
investment  company  managed  by Chase.  Growth & Income  seeks to  achieve  its
investment  objective,  which is  identical to the  investment  objective of the
Vista Portfolio,  by investing in common stocks of issuers with a broad range of
market  capitalizations.  Under normal market  conditions,  Growth & Income will
invest at least 80% of its total assets in common stocks. In addition,  Growth &
Income may invest up to 20% of its total assets in  convertible  securities.  To
the extent the assets of Growth & Income are not  invested  in common  stocks or
convertible  securities,  they will  consist  of or be  invested  in cash,  cash
equivalents and short-term debt securities,  such as U.S. Government securities,
bank obligations,  commercial paper and repurchase agreements. However, Growth &
Income reserves the right to invest up to 100% of its assets in such instruments
as well as investment  grade debt  securities for temporary  defensive  purposes
during  periods that it considers to be  particularly  risky for  investment  in
common stocks. At times when its advisers deem it advisable to limit exposure to
the equity  market,  Growth & Income may invest up to 20% of its total assets in
U.S.  Government  obligations  (exclusive  of any  investment  in  money  market
instruments).  To the extent that Growth & Income  departs  from its  investment
policies during temporary defensive periods, its investment objective may not be
achieved.                                                                       

           Growth & Income intends to utilize both  quantitative and fundamental
research to identify  undervalued stocks with a catalyst for positive change. It
is believed that the market risk involved in seeking capital  appreciation  will
be moderated to an extent by the anticipated  dividend  returns on the stocks in
which Growth & Income invests.                                                  

                                            Other Investment Practices

           Growth  &  Income  may  also  engage  in  the  following   investment
practices,  when consistent with its overall objective and policies.  Please see
the  Statement of  Additional  Information  for a complete  discussion  of these
investment practices and the risks associated therewith.                        

           Investments  in  foreign   securities  present  risks  not  typically
associated with investments in comparable  securities of U.S. issuers.  Growth &
Income may invest up to 20% of its total assets in foreign securities  including
Depositary  receipts as described below.  Since foreign  securities are normally
denominated  and traded in foreign  currencies,  the values of Growth & Income's
foreign  investments  may be influenced by currency  exchange rates and exchange
control regulations.                                                            

           There  may be less  information  publicly  available  about a foreign
corporate or government  issuer than about a U.S. issuer,  and foreign corporate
issuers  are  not  generally  subject  to  accounting,  auditing  and  financial
reporting standards and practices  comparable to those in the United States. The
securities  of some foreign  issuers are less liquid and at times more  volatile
than securities of comparable U.S. issuers.  Foreign  brokerage  commissions and
securities  custody costs are often higher than those in the United States,  and
judgments  against foreign entities may be more difficult to obtain and enforce.
With  respect  to  certain  foreign   countries,   there  is  a  possibility  of
governmental  expropriation  of  assets,  confiscatory  taxation,  political  or
financial instability and diplomatic developments that could affect the value of
investments in those  countries.  The receipt of interest on foreign  government
securities  may depend on the  availability  of tax or other revenues to satisfy
the issuer's obligations.                                                       

           Growth & Income's  investments  in  foreign  securities  may  include
investments in emerging markets; that is countries whose economies or securities
markets are not yet highly  developed.  Special  considerations  associated with
these  investments  (in  addition  to  the   considerations   regarding  foreign
investments   generally)   may  include,   among   others,   greater   political
uncertainties,  an economy's dependence on revenues from particular  commodities
or  on  international   aid  or  development   assistance,   currency   transfer
restrictions, highly limited numbers of potential buyers for such securities and
delays and disruptions in securities settlement procedures.                     

           Most foreign  securities  held by Growth & Income will be denominated
in foreign  currencies or traded in securities  markets in which settlements are
made  in  foreign  currencies.  Similarly,  any  income  on such  securities  is
generally  paid to Growth & Income  in  foreign  currencies.  The value of these
foreign  currencies  relative to the U.S.  dollar  varies  continually,  causing
changes in the dollar value of Growth & Income's  investments (even if the price
of the  investments  is  unchanged)  and changes in the dollar value of Growth &
Income's income  available for distribution to its  shareholders.  The effect of
changes in the dollar value of a foreign  currency on the dollar value of Growth
& Income's assets and on the net investment  income  available for  distribution
may be favorable or unfavorable.                                                

           Growth &  Income  may  incur  costs in  connection  with  conversions
between  various  currencies.  In  addition,  Growth & Income may be required to
liquidate portfolio assets, or may incur increased currency conversion costs, to
compensate  for a decline in the dollar  value of a foreign  currency  occurring
between the time when Growth & Income  declares and pays a dividend,  or between
the time when  Growth & Income  accrues  and pays an  operating  expense in U.S.
dollars.                                                                        

           Growth & Income  may  invest  its  assets in  securities  of  foreign
issuers  in the form  of:  American  Depositary  Receipts,  European  Depositary
Receipts,  Global Depositary  Receipts or other similar securities  representing
securities of a foreign issuer (collectively,  "Depositary Receipts").  Growth &
Income treats Depositary Receipts as interests in the underlying  securities for
purposes of its investment  policies.  Unsponsored  Depositary  Receipts may not
carry comparable voting rights to sponsored Depositary Receipts, and a purchaser
of unsponsored Depositary Receipts may not receive as much information about the
issuer of the underlying securities as with sponsored Depositary Receipts.      

           Growth & Income may invest up to 20% of its net assets in convertible
securities,  which are securities  generally offering fixed interest or dividend
yields which may be converted either at a stated price or stated rate for common
or  preferred  stock.  Although  to a  lesser  extent  than  with  fixed  income
securities,  generally,  the market  value of  convertible  securities  tends to
decline as interest  rates  increase  and  increase as interest  rates  decline.
Because of the conversion  feature,  the market value of a convertible  security
tends to vary with  fluctuations in the market value of the underlying common or
preferred stock.                                                                

           Growth & Income may enter into  repurchase  agreements.  A repurchase
agreement is an agreement  whereby the seller of a security agrees to repurchase
the  security  sold at a mutually  agreed upon price and time.  The resale price
would be in excess of the  purchase  price,  reflecting  an agreed  upon  market
interest rate. Delays or losses could result if the other party to the agreement
defaults or becomes insolvent.  Moreover, it may lend portfolio securities in an
amount not  exceeding  30% of its total  assets in order to generate  additional
income. These transactions,  however, must be fully collateralized at all times.
Growth & Income may enter into forward commitments,  whereby Growth & Income may
purchase  securities  for delivery at a future date.  A forward  commitment  may
increase Growth & Income's  overall  investment  exposure and involves a risk of
loss if the value of the securities declines prior to the settlement date. These
transactions  involve  some risk to Growth & Income  if the other  party  should
default on its  obligation  and Growth & Income is  delayed  or  prevented  from
recovering the collateral or completing the transaction                         

           Growth & Income  may enter  into put  transactions,  including  those
sometimes referred to as stand-by commitments, with respect to securities in its
portfolio.  In these  transactions,  Growth & Income would  acquire the right to
sell a security at an agreed-upon  price within a specified  period prior to its
maturity date.  These  transactions  involve some risk to Growth & Income if the
other party should  default on its  obligation and Growth & Income is delayed or
prevented from  recovering the collateral or completing the  transaction.  A put
transaction  will increase the cost of the underlying  security and consequently
reduce the available yield.                                                     

           Growth & Income may invest up to 10% of its total assets in shares of
other investment  companies,  when consistent with its investment objectives and
policies, subject to applicable regulatory requirements. Additional fees will be
charged by other investment companies,  which are in addition to fees charged by
Vista Portfolio.                                                                

           Growth & Income may invest up to 20% of its total  assets in stripped
obligations  (i.e.:  separately  traded  principal  and interest  components  of
securities),  commonly known as "STRIPS",  where the underlying  obligations are
backed by the full faith and credit of the U.S. Government.  Changes in interest
rates tend to make the value of these instruments  fluctuate more than the value
of ordinary interest-paying debt securities with similar maturities. The risk is
greater when the period to maturity is longer.                                  

           Growth & Income may invest in debt securities issued by supranational
organizations,  which include organizations such as The World Bank, the European
Community, the European Coal and Steel Community and the Asian Development Bank.
It may also invest in  securities  denominated  in the ECU,  which is a "basket"
consisting of specified  amounts of the  currencies of certain  member states of
the  European  Community.  These  securities  are  typically  issued by European
governments and supranational organizations.                                    

           Growth & Income may invest in investment  grade debt securities which
are  securities  rated  in the  category  BBB or  higher  by  Standard  & Poor's
Corporation  ("S&P"),  or Baa or  higher by  Moody's  Investors  Services,  Inc.
("Moody's") or the equivalent by another  national rating  organization,  or, if
unrated, determined by Growth & Income to be of comparable quality.             

           Growth & Income  may  invest its  assets in  derivative  and  related
instruments  to hedge  various  market  risks or to increase its income or gain.
Some of these instruments will be subject to asset  segregation  requirements to
cover Growth & Income's obligations. Growth & Income may (i) purchase, write and
exercise call and put options on securities  and securities  indexes  (including
using  options in  combination  with  securities,  other  options or  derivative
instruments);  (ii) enter into swaps,  futures  contracts and options on futures
contracts;  (iii) employ forward currency contracts;  and (iv) purchase and sell
structured  products,  which are instruments  designed to restructure or reflect
the characteristics of certain other investments.                               

           There are a number of risks  associated  with the use of  derivatives
and related  instruments  and no assurance  can be given that any strategy  will
succeed. The value of certain derivatives or related instruments in which Growth
& Income invests may be particularly sensitive to changes in prevailing economic
conditions  and market  value.  The  ability of Growth & Income to  successfully
utilize  these  instruments  may  depend  in part upon the  ability  of Growth &
Income's adviser to forecast these factors correctly. Inaccurate forecasts could
expose Growth & Income to a risk of loss.  There can be no guarantee  that there
will be a correlation between price movements in a hedging instrument and in the
portfolio  assets  being  hedged.  Growth & Income  is not  required  to use any
hedging strategies.  Hedging  strategies,  while reducing risk of loss, can also
reduce the opportunity for gain. Derivatives  transactions not involving hedging
may have speculative characteristics, involve leverage and result in losses that
may exceed the original investment of Growth & Income. There can be no assurance
that a liquid  market will exist at a time when  Growth & Income  seeks to close
out a  derivatives  position.  Activities  of large  traders in the  futures and
securities markets involving arbitrage,  "program trading," and other investment
strategies  may cause  price  distortions  in  derivatives  markets.  In certain
instances, particularly those involving over the counter transactions or forward
contracts,  there is a greater  potential  that a  counterparty  or  broker  may
default.  In the event of a default,  Growth & Income may experience a loss. For
additional  information  concerning  derivatives,  related  instruments  and the
associated risks, see the Statement of Additional Information.                  

           Growth  & Income  may  borrow  money  from  banks  for  temporary  or
short-term purposes,  but will not borrow for leveraging  purposes.  It may also
sell  and  simultaneously  commit  to  repurchase  a  portfolio  security  at an
agreed-upon  price and time,  to avoid  selling  securities  during  unfavorable
market conditions in order to meet redemptions.  This practice is commonly known
as a  reverse  repurchase  agreement.  Whenever  Growth & Income  enters  into a
reverse repurchase agreement, it will establish a segregated account in which it
will maintain  liquid assets on a daily basis in an amount at least equal to the
repurchase price (including accrued interest). Growth & Income would be required
to pay  interest on amounts  obtained  through  reverse  repurchase  agreements.
Reverse  repurchase  agreements  carry  the risk  that the  market  value of the
securities  which Growth & Income is obligated to  repurchase  may decline below
the purchase price.                                                             

MANAGEMENT OF THE FUND AND GROWTH & INCOME

           Overall  responsibility  for management  and  supervision of the Fund
rests with the Fund's  Directors and overall  responsibility  for management and
supervision of Growth & Income rests with Trustees of Growth & Income.  The Fund
currently has five Directors,  three of whom are not "interested persons" of the
Fund within the meaning of that term under the  Investment  Company Act of 1940.
The Board of Directors of the Fund meets  regularly  four times each year and at
other times as necessary.  By virtue of the functions performed by GW Capital as
Investment  Adviser to the Fund,  the Fund requires no employees  other than its
executive  officers,  none of whom devotes full time to the affairs of the Fund.
These  officers  are  employees of GWL&A and receive  compensation  from it. The
Statement  of  Additional   Information  contains  the  names  of,  and  general
background  information  regarding,  each Director and executive  officer of the
Fund and each Trustee and executive officer of Growth & Income.                 

Investment Adviser of the Fund                                                  

           GW  Capital,  located at 8515 E.  Orchard  Rd.,  Englewood,  Colorado
80111,  serves as the Fund's  investment  adviser.  GW Capital is a wholly owned
subsidiary of  Great-West  Life & Annuity  Insurance  Company which in turn is a
wholly owned subsidiary of The Great-West Life Assurance Company. The Great-West
Life  Assurance  Company is a subsidiary  of  Great-West  Lifeco Inc., a holding
company.  Great-West  Lifeco Inc.  is in turn a  subsidiary  of Power  Financial
Corporation,  a financial  services  company.  Power  Corporation  of Canada,  a
holding  and  management   company,   has  voting  control  of  Power  Financial
Corporation.  Mr. Paul Desmarais,  through a group of private holding companies,
which he controls, has voting control of Power Corporation of Canada. GW Capital
presently acts as the investment adviser for Great-West Variable Annuity Account
A, a separate  account of GWL&A registered as a management  investment  company,
Orchard Series Fund, a  publicly-available  registered  mutual fund, and certain
non-registered,  qualified corporate pension plan separate accounts of GWL&A. GW
Capital is a  registered  investment  adviser with the  Securities  and Exchange
Commission.                                                                     

           Subject to the  supervision  and  direction  of the  Fund's  Board of
Directors, GW Capital generally manages the Fund's portfolios in accordance with
the Fund's stated investment objectives and policies, makes investment decisions
for the Fund and places orders to buy and sell securities on behalf of the Fund.
The investment  adviser and  sub-adviser to Growth & Income,  in which the Vista
Portfolio  invests all its assets,  manage  Growth & Income in  accordance  with
Growth & Income's stated investment  objectives and policies,  making investment
decisions for Growth & Income and placing  orders to buy and sell  securities on
behalf of Growth & Income.                                                      

           With respect to the Vista Portfolio,  GW Capital shall be responsible
for all expenses,  except extraordinary  expenses. In addition to its investment
advisory  services,  GW Capital is  responsible  for  providing  accounting  and
administrative  services for the Vista  Portfolio.  GW Capital  receives monthly
compensation  at the annual  rate of 0.53% for the  services  it  provides  with
respect to the Vista Portfolio.                                                 

Investment Adviser of Growth & Income                                           

           Chase is  responsible  for  managing  the  assets  of Growth & Income
pursuant to an investment  advisory agreement dated May 6, 1996, and has overall
responsibility  for  Growth &  Income's  investment  decisions,  subject  to the
oversight of the Board of Trustees.  Chase is a wholly owned  subsidiary  of the
Chase Manhattan Corporation,  a bank holding company. Chase and its predecessors
have over 100 years of money management experience.  For its investment advisory
services,  Chase is  entitled to receive an annual fee  computed  daily and paid
monthly  based on an annual  rate equal to .40% of Growth &  Income's  daily net
assets. Chase may, from time to time,  voluntarily waive all or a portion of its
fees payable under its advisory agreement with Growth & Income.  Chase's address
is 270 Park Avenue, New York, New York 10017.                                   

           CAM, a registered  investment  adviser  serves as the  sub-adviser to
Growth & Income pursuant to a sub-advisory  agreement between CAM and Chase. CAM
is a wholly  owned  subsidiary  of Chase.  CAM makes the  day-to-day  investment
decisions for Growth & Income and is entitled to receive a fee, payable by Chase
from its  advisory  fee,  at an annual  rate equal to 0.20% of Growth & Income's
average  daily  net  assets.  CAM  provides  discretionary  investment  advisory
services to institutional clients.                                              

  Greg Adams and Diane Sobin,  Senior  Portfolio  Managers at Chase, are
responsible  for the  day-to-day  management of Growth & Income.  Mr. Adams   
joined  Chase in 1987 and has been a manager of Growth & Income since March   
1995.  Mr. Adams is also a manager of Vista  Balanced  Fund and Vista Large   
Cap Equity Fund. In addition, Mr. Adams has been responsible for overseeing   
the proprietary  computer model program used in the U.S.  equity  selection   
process.  Ms. Sobin joined Chase in 1997 and has been a manager of Growth &   
Income  since July 1997.  Prior to joining  Chase,  Ms.  Sobin was a senior   
portfolio manager at Oppenheimer Funds Inc. where she managed mutual funds.   
Prior to 1995,  Ms.  Sobin was a senior  portfolio  manager at Dean  Witter   
Discover, where she managed several mutual funds and other accounts.          

           Dave Klassen,  Director, U.S. Funds Management and Equity Research at
Chase, is responsible for asset  allocation and investment  strategy for Chase's
domestic equity portfolios. Mr. Klassen joined Chase in 1992 and is a manager of
Vista Small Cap Equity Fund and Vista Capital Growth Portfolio. Prior to joining
Chase in 1992,  Mr.  Klassen was a vice  president and portfolio  manger at Dean
Witter  Reynolds,  responsible  for  managing  several  mutual  funds  and other
accounts.                                                                       

           Chase also serves as administrator to Growth & Income and is entitled
to a fee  computed  daily and paid  monthly at an annual  rate equal to 0.05% of
Growth &  Income's  average  daily net  assets.  Chase  may,  from time to time,
voluntarily waive all or a portion of its administrative fees.                  

           Additionally,  expenses  attributable  to and payable by the Growth &
Income  Portfolio,  currently  at the annual  rate of 0.02% of Growth & Income's
average  daily net  assets,  are paid  monthly.  Expenses  include,  but are not
limited to, expenses  connected with the execution,  recording and settlement of
security transactions;  fees and expenses of Growth & Income's custodian for all
services to Growth & Income,  including  safekeeping of funds and securities and
maintaining  required  books and  accounts;  expenses of  preparing  and mailing
reports to investors and to government officers and commissions; and expenses of
meetings of investors.                                                          

                                            DIVIDENDS, DISTRIBUTIONS AND TAXES

           Dividends from the investment  income of the Vista Portfolio shall be
declared and reinvested quarterly in additional shares of Growth & Income at net
asset value.  Distributions  of net realized capital gains, if any, are declared
in the  fiscal  year in which  they have been  realized  and are  reinvested  in
additional shares of Growth & Income at net asset value.                        

           The Fund has  qualified,  and intends to  continue  to qualify,  as a
registered  investment  company under  Subchapter M of the Internal Revenue Code
("Code").  Each Portfolio of the Fund will be treated as a separate  corporation
for federal  income tax purposes.  The Fund intends to distribute all of its net
income so as to avoid any  Fund-level  tax.  Therefore,  dividends  derived from
interest and distributions of any realized capital gains will be taxable,  under
Subchapter M, to the Fund's shareholders,  which in this case are GWL&A's Series
Accounts.  The Fund also intends to  distribute  sufficient  income to avoid the
imposition of the Code Section 4982 excise tax.                                 

           For a  discussion  of the taxation of GWL&A or MetLife and the Series
Accounts,  see "Federal Tax  Considerations"  included in the applicable  Series
Account prospectus.                                                             

                                           PURCHASE AND REDEMPTION OF SHARES

           Shares of the Fund (i.e.,  its  Portfolios)  are sold and redeemed at
their net asset value next determined after initial receipt of purchase order or
notice  of  redemption  without  the  imposition  of  any  sales  commission  or
redemption charge.  However,  certain deferred sales and other charges may apply
to the variable  contracts.  Such charges are described in the applicable Series
Account prospectus.                                                             

                                           VALUATION OF SHARES

           The Vista  Portfolio's  net asset value per share is determined as of
4:00 p.m.,  EST/EDT time once,  daily,  Monday  through  Friday,  except on: (i)
holidays on which the New York Stock  Exchange is closed,  or (ii) days on which
Growth & Income is not valued.                                                  

           Since the Vista  Portfolio will invest all its  investible  assets in
Growth & Income,  the value of the Vista Portfolio's shares will be equal to the
value of its beneficial interests in Growth & Income. If the securities owned by
Growth & Income  increase in value,  the value of the Vista  Portfolio's  shares
will increase. If the securities owned by Growth & Income decrease in value, the
value of the Vista Portfolio's shares will also decline.  In this way, investors
participate  in any  change  in the  value of the  securities  owned by Growth &
Income.                                                                         

                                           THE FUND AND ITS SHARES

           The Fund was incorporated  under the laws of the State of Maryland on
December 7, 1981 and is registered  with the Securities and Exchange  Commission
as an open-end,  management investment company. The Fund commenced operations on
February 25, 1982.                                                              

           The Fund offers a separate class of common stock for each  portfolio.
All  shares  will  have  equal  voting  rights,  except  that  only  shares of a
respective  portfolio will be entitled to vote on matters  concerning  only that
portfolio.  Each issued and outstanding  share of a portfolio is entitled to one
vote and to participate equally in dividends and distributions  declared by that
portfolio and, upon  liquidation or dissolution,  to participate  equally in the
net  assets  of such  portfolio  remaining  after  satisfaction  of  outstanding
liabilities.  The shares of each portfolio,  when issued, will be fully paid and
non-assessable,  have no preference, preemptive, conversion, exchange or similar
rights,  and will be freely  transferable.  Shares do not have cumulative voting
rights and the holders of more than 50% of the shares of the Fund voting for the
election of Directors  can elect all of the Directors of the Fund if they choose
to do so and, in such event,  holders of the remaining  shares would not be able
to elect any Directors.                                                         

           The Series Accounts,  as part of GWL&A or MetLife, and The Great-West
Life  Assurance  Company  ("Great-West"),  which  provided  the  Fund's  initial
capitalization  will be holders of the shares and be entitled  to  exercise  the
rights  directly as  described  in the  applicable  Series  Account  prospectus.
Whenever the Fund is requested to vote on matters pertaining to Growth & Income,
the Fund  will  cast all of its  votes in the same  proportion  as do the  Vista
Portfolio's shareholders.                                                       

           The Fund  offers  its  shares to the  Series  Accounts.  For  various
reasons, it may become disadvantageous for one or more of the Series Accounts to
continue to invest in Fund shares. In such an event, one or more Series Accounts
may redeem its Fund  shares.  For  further  information,  see the  Statement  of
Additional Information.                                                         

                                           PERFORMANCE RELATED INFORMATION

           The Fund  may  advertise  certain  performance  related  information.
Performance  information about the Fund is based on the Vista Portfolio's and/or
Growth  &  Income's  past  performance  only  and  is no  indication  of  future
performance.                                                                    

           The Fund may include  total return in  advertisements  or other sales
materials  regarding the Vista  Portfolio.  When the Fund  advertises  the total
return of the Vista Portfolio,  it will usually be calculated for one year, five
years,  and ten years or some other relevant  period if the Vista  Portfolio and
Growth & Income have been in existence for less than ten years.  Total return is
measured  by  comparing  the  value of an  investment  in the  portfolio  at the
beginning of the relevant  period to the value of the  investment  at the end of
the period  (assuming  immediate  reinvestment of any dividends or capital gains
distributions).  The  performance  of the Vista  Portfolio  will be  affected by
charges and fees at the separate account level.                                 

           The Vista Portfolio may also advertise its yield in addition to total
return.  This yield will be computed by dividing the net  investment  income per
share earned during a recent  one-month period by the net asset value of a Vista
Portfolio  share  (reduced by any  dividend  expected to be paid  shortly out of
Vista Portfolio income) on the last day of the period.                          

                                           GENERAL INFORMATION

Reports to Shareholders                                                         

           The fiscal  year of the Vista  Portfolio  and Growth & Income ends on
October  31 of each  year.  The Fund  will  send to its  shareholders,  at least
semi-annually,  reports of the Vista Portfolio and other information.  An annual
report, containing financial statements, audited by independent certified public
accountants, will be sent to shareholders each year.                            

Custodian for the Fund and Growth & Income                                      

           Morgan Guaranty Trust Company of New York ("Morgan"),  New York City,
New York,  acts as  custodian  of the Fund's  assets.  Morgan has custody of the
Fund's assets held within and outside the United States. Morgan holds the Fund's
assets in safekeeping  and collects and remits the income thereon subject to the
instructions of the Fund.                                                       

           The  custodian  of Growth & Income's  assets is Chase,  whose  duties
include  safeguarding and controlling  Growth & Income's cash and securities and
other related functions.                                                        

Independent Auditors for the Fund and Growth & Income                           

           Deloitte & Touche LLP has been selected as the  independent  auditors
of the  Fund.  The  selection  of  independent  auditors  is  subject  to annual
ratification by the Fund's shareholders.                                        

           Price Waterhouse LLP has been selected as the independent auditors of
Growth & Income.  . The selection of  independent  auditors is subject to annual
ratification by Growth & Income's shareholders.                                 

Legal Counsel for the Fund                                                      

  Jorden Burt Berenson & Johnson, LLP is counsel for the Fund.

Additional Information                                                          

           The  telephone  number or the  address of the Fund  appearing  on the
front  page of this  prospectus  should  be used  for  requests  for  additional
information.                                                                    

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 MAXIM SERIES FUND, INC.
 Vista Portfolio

 STATEMENT OF ADDITIONAL INFORMATION

           This  Statement of  Additional  Information  is not a prospectus  but
           supplements and should be read in conjunction with the Prospectus for
           the Fund. A copy of the  Prospectus  may be obtained from the Fund by
           writing the Fund at 8515 E. Orchard Rd., Englewood, Colorado 80111 or
by calling the Fund at (303) 689-3000.                    

GW CAPITAL MANAGEMENT, LLC

Investment Adviser

The date of the Prospectus to which this Statement
 of Additional Information relates and the date of

 this Statement of Additional Information is
February 27, 1998.

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 TABLE OF CONTENTS

Page                                                                            

Sale of                                                                         
Shares........................................................................3 

The Fund                                                                        
Portfolios....................................................................3 

Description of Investment                                 

       Securities......................................................3
Information About Securities                              
         Ratings..........................................................16
          Investment Limitations............................................17
Lending of Portfolio                                      
       Securities.....................................................19

Management...................................................................20 

The                                                       
          Fund..............................................................20

Directors and                         
                    Officers................................................20
The Investment                        
                    Adviser.................................................21
Advisory                              
                    Fee.....................................................22

The Growth & Income                                       
        Portfolio.......................................................22

Trustees and                          
                    Officers................................................22
The Investment Adviser of Growth &    
                     Income...................................................23
The Growth & Income                   
                     Administrator............................................25

Purchase and Redemption of                                                      
Shares.................................................................26       

Calculation of                                                                  
Yields........................................................................26

Calculation of Total                                                            
Return.......................................................................27 

Price Make-Up                                                                   
Sheet.........................................................................28

Financial                                                                       
Statements...................................................................29 

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SALE OF SHARES

           Shares  of the  Fund  are  sold to the  FutureFunds  Series  Account,
FutureFunds II Series Account,  Qualified Series Account  Retirement Plan Series
Account and Maxim Series  Account,  which are separate  accounts  established by
GWL&A to receive  and invest  premiums  paid under  variable  annuity  contracts
issued by GWL&A.  Shares of the Fund are also sold to TNE Series (K)  Account of
Metropolitan Life Insurance Company  ("MetLife") to fund benefits under variable
annuity  contracts.  Shares  of the Fund are also  sold to the  Pinnacle  Series
Account, a separate account established by GWL&A to fund variable life insurance
policies.  Shares  of the Fund  are,  and in the  future  may be,  sold to other
separate accounts of GWL&A, its affiliates or other insurance  companies.  It is
conceivable  that in the  future it may be  disadvantageous  for  variable  life
insurance  separate accounts and variable annuity separate accounts to invest in
the Fund  simultaneously.  Although no such disadvantages are currently foreseen
either to variable life insurance  policyowners or to variable  annuity contract
owners,  the Fund's  Board of  Directors  intends to monitor  events in order to
identify any material  conflicts  between such  policyowners and contract owners
and to  determine  what  action,  if any,  should be taken in response  thereto.
Material  conflicts  could  result  from,  for  example,  (1)  changes  in state
insurance  laws,  (2)  changes in Federal  income tax laws,  (3)  changes in the
investment management of any portfolio of the Fund, or (4) differences in voting
instructions  between  those given by  policyowners  and those given by contract
owners.                                                                         

 THE FUND PORTFOLIOS

           The discussion that follows provides supplemental  information to the
discussion captioned "The Fund Portfolios" in the Prospectus.                   

           The Fund commenced  operations as a management  investment company in
1982. The Maxim Vista Growth and Income  Portfolio (the "Vista  Portfolio")  was
added  effective  December  21,  1994.  The Vista  Portfolio  invests all of its
investible assets in the Growth & Income Portfolio  ("Growth & Income"),  a non,
diversified open-end management investment company.                             

Description of Investment Securities                                            

           The following is a description of certain  securities in which Growth
& Income may invest.  Since Vista Portfolio invests all of its investible assets
in Growth & Income,  Vista Portfolio will  indirectly bear the investment  risks
associated with these investments.                                              

1.  Asset-Backed  Securities.  Asset-backed  securities  may  be  classified  as
pass-through certificates of collateralized  obligations.  They depend primarily
on the credit quality of the assets  underlying  such  securities,  how well the
entity  issuing the security is insulated from the credit risk of the originator
or any other  affiliated  entities  and the  amount  and  quality  of any credit
support  provided  to  the  securities.   The  rate  of  principal   payment  on
asset-backed  securities  generally  depends on the rate of  principal  payments
received on the underlying  assets which in turn may be affected by a variety of
economic and other factors. As a result, the yield on any asset-backed  security
is difficult to predict with  precision and actual yield to maturity may be more
or less than the anticipated yield to maturity.                                 

           Pass-through certificates are asset-backed securities which represent
an undivided  fractional  ownership  interest in any underlying  pool of assets.
Pass-through certificates usually provide for payments of principal and interest
received to be passed  through to their  holders,  usually  after  deduction for
certain  costs  and  expenses  incurred  in  administering  the  pool.   Because
pass-through  certificates  represent  an ownership  interest in the  underlying
assets,  the  holders  thereof  bear  directly  the risk of any  defaults by the
obligors on the underlying assets not covered by any credit support.            

           Asset-backed securities issued in the form of debt instruments,  also
known as  collateralized  obligations,  are  generally  issued  as the debt of a
special purpose entity  organized  solely for the purposes of owning such assets
and  issuing  such  debt.  Such  assets  are most often  trade,  credit  card or
automobile  receivables.  The assets  collateralizing  the debt  instrument  are
pledged to a trustee or custodian for the benefit of the holders  thereof.  Such
issuers  generally  hold no assets other than those  underlying the security and
any credit support provided.  As a result,  although payments on such securities
are  obligations  of the  issuers,  in the event of a default on the  underlying
assets not covered by credit support,  the issuing entities are unlikely to have
sufficient  assets to satisfy  their  obligations  on the  related  asset-backed
securities.                                                                     

2.  Bank  Obligations.  Bank  Obligations  include  negotiable  certificates  of
deposit,  bankers'  acceptances,  fixed  time  deposits  and  deposit  notes.  A
certificate  of  deposit  is a  short-term  negotiable  certificate  issued by a
commercial   bank   against   funds   deposited   in  the  bank  and  is  either
interest-bearing  or purchased on a discount  basis. A bankers'  acceptance is a
short-term draft drawn on a commercial bank by a borrower, usually in connection
with an international commercial transaction. The borrower is liable for payment
as is the bank,  which  unconditionally  guarantees to pay the draft at its face
amount on the maturity date.  Fixed time deposits are obligations of branches of
United States banks or foreign banks which are payable at a stated maturity date
and bear a fixed rate of interest.  Although  fixed time  deposits do not have a
market,  there  are no  contractual  restrictions  on the  right to  transfer  a
beneficial interest in the deposit to a third party. Fixed time deposits subject
to withdrawal penalties and with respect to which Growth & Income cannot realize
the proceeds thereon within seven days are deemed "illiquid" for the purposes of
its restriction on investments in illiquid  securities.  Deposit notes are notes
issued by  commercial  banks which  generally  bear fixed rates of interest  and
typically have original maturities ranging from eighteen months to five years.  

           Banks are  subject to  extensive  governmental  regulations  that may
limit both the amounts and types of loans and other financial  commitments  that
may  be  made  and  the  interest  rates  and  fees  that  may be  charged.  The
profitability  of this industry is largely  dependent upon the  availability and
cost of capital  funds for the purpose of  financing  lending  operations  under
prevailing money market conditions.  Also,  general economic  conditions play an
important  part in the operations of this industry and exposure to credit losses
arising from possible financial  difficulties of borrowers might affect a bank's
ability to meet its obligations.  Bank obligations may be general obligations of
the  parent  bank or may be limited  to the  issuing  branch by the terms of the
specific obligations or by government regulation. Investors should also be aware
that securities of foreign banks and foreign branches of United States banks may
involve foreign  investment risks in addition to those relating to domestic bank
obligations.                                                                    

3. Commercial Paper.  Commercial paper consists of short-term (usually from 1 to
270 days) unsecured  promissory notes issued by corporations in order to finance
their current operations.  A variable amount master demand note (which is a type
of  commercial  paper)  represents  a  direct  borrowing  arrangement  involving
periodically  fluctuating  rates of interest under a letter agreement  between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts.                                        

4. Corporate Reorganizations.  In general,  securities that are the subject of a
tender or exchange offer or proposal sell at a premium to their historic  market
price  immediately  prior to the  announcement  of the  offer or  proposal.  The
increased  market price of these securities may also discount what the stated or
appraised  value  of the  security  would  be if the  contemplated  action  were
approved or consummated. These investments may be advantageous when the discount
significantly  overstates the risk of the contingencies involved;  significantly
undervalues the securities, assets or cash to be received by shareholders of the
prospective  portfolio company as a result of the contemplated  transaction;  or
fails  adequately to recognize the possibility that the offer or proposal may be
replaced or superseded by an offer or proposal of greater value.                

           The  evaluation  of  these  contingencies  requires  unusually  broad
knowledge and experience on the part of the advisers that must appraise not only
the value of the issuer and its  component  businesses  as well as the assets or
securities to be received as a result of the contemplated transaction,  but also
the financial  resources  and business  motivation of the offeror as well as the
dynamics of the  business  climate  when the offer or  proposal is in  progress.
Investments in reorganization securities may tend to increase the turnover ratio
of Growth & Income and increase its brokerage and other transaction expenses.   

5. Foreign Currency Exchange Transactions. Growth & Income may engage in foreign
currency  exchange  transactions to protect against  uncertainty in the level of
future  exchange  rates.  For  example,  Growth & Income  may  engage in foreign
currency  exchange  transactions  in  connection  with the  purchase and sale of
securities  ("transaction  hedging") and to protect against changes in the value
of specific positions ("position hedging").                                     

           Growth & Income may engage in transaction  hedging to protect against
a change in foreign  currency  exchange rates between the date on which Growth &
Income  contracts to purchase or sell a security and the settlement  date, or to
"lock in" the U.S.  dollar  equivalent  of a dividend or  interest  payment in a
foreign currency.  A portfolio may purchase or sell a foreign currency on a spot
(or cash) basis at the prevailing spot rate in connection with the settlement of
transactions in securities denominated in that foreign currency.                

           If conditions warrant,  Growth & Income may also enter into contracts
to purchase or sell foreign  currencies at a future date  ("forward  contracts")
and purchase  and sell foreign  currency  futures  contracts as a hedge  against
changes in foreign  currency  exchange  rates  between the trade and  settlement
dates on particular  transactions  and not for  speculation.  A foreign currency
forward contract is a negotiated agreement to exchange currency at a future time
at a rate or rates  that may be  higher  or lower  than the spot  rate.  Foreign
currency futures contracts are standardized  exchange-traded  contracts and have
margin requirements.                                                            

           For transaction hedging purposes Growth & Income may also purchase or
sell  exchange-listed  and  over-the-counter  call and put  options  on  foreign
currency futures contracts and on foreign currencies.                           

           Growth & Income may engage in position  hedging to protect  against a
decline in the value relative to the U.S.  dollar of the currencies in which its
portfolio  securities are  denominated or quoted (or an increase in the value of
the  currency  in  which  the  securities  Growth &  Income  intends  to buy are
denominated,  when Growth & Income holds cash or  short-term  investments).  For
position hedging purposes, Growth & Income may purchase or sell foreign currency
futures  contracts,  foreign currency  forward  contracts and options on foreign
currency   futures   contracts  and  on  foreign   currencies  on  exchanges  or
over-the-counter  markets. In connection with position hedging,  Growth & Income
may also purchase or sell foreign currency on a spot basis.                     

           Growth &  Income's  currency  hedging  transactions  may call for the
delivery of one foreign  currency in exchange for another  foreign  currency and
may at times not involve  currencies in which its portfolio  securities are then
denominated.  "Cross  hedging"  activities may be engaged in when it is believed
that such transactions provide significant hedging opportunities.  Cross hedging
transactions  involve the risk of imperfect  correlation  between changes in the
values of the  currencies to which such  transactions  relate and changes in the
value of the  currency or other asset or  liability  which is the subject of the
hedge.                                                                          

           Hedging transactions involve costs and may result in losses. Growth &
Income  will  engage in  over-the-counter  transactions  only  when  appropriate
exchange-traded transactions are unavailable and when it is believed the pricing
mechanism and liquidity are  satisfactory  and the  participants are responsible
parties likely to meet their contractual obligations. There is no assurance that
appropriate  foreign  currency  exchange  transactions  will be  available  with
respect to all currencies in which investments may be dominated.                

           Hedging  transactions  may  also be  limited  by tax  considerations.
Hedging transactions may affect the character or amount of distributions.       

6. Foreign Securities,  Eurodollar  Certificates of Deposit, ECU Obligations and
Supranational  Organizations.  Growth & Income may invest up to 20% of its total
assets in  foreign  securities.  Investing  in  securities  issued  by  non-U.S.
companies involves  considerations and potential risks not typically  associated
with investing in obligations issued by U.S. companies.  Less information may be
available about non-U.S. companies and these companies generally are not subject
to uniform  accounting,  auditing and financial  reporting standards or to other
regulatory  practices and  requirements  comparable to those  applicable to U.S.
companies. The values of non-U.S. securities are affected by changes in currency
rates or exchange  control  regulations.  Restrictions  or  prohibitions  on the
repatriation of non-U.S. currencies, application of non-U.S. tax laws, including
withholding  taxes,  changes  in  governmental  administration  or  economic  or
monetary  policy (in the U.S. or outside the U.S.) or changed  circumstances  in
dealing between nations.  Costs are also incurred in connection with conversions
between  various  currencies.  Investing  in non-U.S.  sovereign  debt  involves
exposure to the direct or indirect consequences or political, social or economic
changes in developing  and emerging  countries  that issue the  securities.  The
ability and  willingness  of  sovereign  obligors  in  developing  and  emerging
countries  or the  governmental  authorities  that  control  repayment  of their
external  debt to pay principal and interest on such debt when due may depend on
general  economic  and  political   conditions   within  the  relevant  country.
Additional  factors which may influence  the ability or  willingness  to service
debt  include,  but are not  limited to, a country's  cash flow  situation,  the
availability  of sufficient  foreign  exchange on the date a payment is due, the
relative  size of its debt  service  burden to the  economy as a whole,  and its
government's policy towards the International  Monetary Fund, the World Bank and
other international agencies.                                                   

           Growth & Income may also invest in securities  of foreign  issuers in
the form of American Depositary Receipts,  Global Depositary Receipts,  European
Depositary  Receipts or other  similar  securities  representing  securities  of
foreign issuers.  Growth & income treats Depositary receipts as interests in the
underlying  securities for purposes of its investment policies.  Growth & Income
will limit its investment in Depositary  receipts not sponsored by the issuer of
the underlying  securities to no more than 5% of the value of its net assets (at
the time of investment).  A purchaser of an unsponsored  Depositary  Receipt may
not have unlimited voting rights and may not receive as much  information  about
the issuer of the underlying securities as with a sponsored Depositary Receipt. 

           Growth &  Income  may  also  invest  in  Eurodollar  certificates  of
deposit.  A Eurodollar  certificate  of deposit is a short-term  obligation of a
foreign subsidiary of a U.S. bank payable in U.S. dollars. It may also invest in
securities  denominated in the ECU, which is a "basket"  consisting of specified
amounts of currencies of certain  member states of the European  Community.  The
specific amounts of currencies comprising the ECU may be adjusted by the Council
of Ministers of the European  Community to reflect changes in relative values of
the underlying  currencies.  The Trustees of Growth & Income do not believe that
such adjustments will adversely affect holders of ECU-denominated  securities or
the  marketability  of such  securities.  Growth & Income  also  may  invest  in
securities issued by supranational  organizations  such as The World Bank, which
was charted to finance development projects in developing member countries,  the
European Community, which is a twelve nation organization engaged in cooperative
economic activities, the European Coal and Steel Community, which is an economic
union of various  European  nations'  steel and coal  industries,  and the Asian
Development Bank, which is an international development bank established to lend
funds,  promote investment and provide technical assistance to member nations of
the Asian and Pacific regions. The specific amounts of currencies comprising the
ECU may be adjusted by the Council of  Ministers  of the  European  Community to
reflect changes in relative values of the underlying currencies. The Trustees do
not  believe  that  such   adjustments   will   adversely   affect   holders  of
ECU-denominated securities or the marketability of such securities.             

7. Forward Commitments. In order to invest Growth & Income's assets immediately,
while awaiting delivery of securities  purchased on a forward  commitment basis,
short-term obligations that offer same day settlement and earnings will normally
be purchased.  When a commitment to purchase a security on a forward  commitment
basis is made, procedures are established  consistent with the General Statement
of Policy of the Securities and Exchange  Commission  concerning such purchases.
Since  that  policy  currently  recommends  that an amount of Growth &  Income's
assets  equal to the amount of the  purchase be held aside or  segregated  to be
used to pay for the commitment, a separate account of Growth & Income consisting
of liquid  securities equal to the amount of Growth & Income's  commitments will
be  established  at  Growth  &  Income's  custodian  bank.  For the  purpose  of
determining  the  adequacy  of the  securities  in the  account,  the  deposited
securities  will  be  valued  at  market  value.  If the  market  value  of such
securities  declines,   additional  cash,  cash  equivalents  or  highly  liquid
securities  will be placed in the account daily so that the value of the account
will equal the amount of such commitments by Growth & Income.                   

           Although it is not  intended  that such  purchases  would be made for
speculative purposes,  purchases of securities on a forward commitment basis may
involve  more risk than other  types of  purchases.  Securities  purchased  on a
forward  commitment basis and the securities held in Growth & Income's portfolio
are subject to changes in value based upon the public's perception of the issuer
and changes,  real or anticipated,  in the level of interest  rates.  Purchasing
securities  on a forward  commitment  basis can involve the risk that the yields
available in the market when the delivery  takes place may actually be higher or
lower than those obtained in the transaction  itself.  On the settlement date of
the forward  commitment  transaction,  Growth & Income will meet its obligations
from then available cash flow, sale of securities held in the separate  account,
sale of other  securities  or,  although it would not normally  expect to do so,
from the sale of the forward commitment  securities themselves (which may have a
value greater or lesser than Growth & Income's payment obligations). The sale of
securities to meet such  obligations  may result in the  realization  of capital
gains or losses.                                                                

           To  the  extent  Growth  &  Income  engages  in  forward   commitment
transactions,  it will do so for the purpose of acquiring securities  consistent
with its investment objective and policies and not for the purpose of investment
leverage,  and settlement of such  transactions  will be within 90 days from the
trade date.                                                                     

8. Forward  Contracts.  A forward contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties,  at a price set at the
time of the  contract.  These  contracts  may be bought or sold to  protect  the
seller, to some degree, against a possible loss resulting from an adverse change
in the  relationship  between foreign  currencies and the U.S.  dollar.  Forward
contracts can be used to protect the value of a seller's  investment  securities
by  establishing  a rate of exchange  that the seller can achieve at some future
point in time; they do not simulate fluctuations in the underlying prices of the
securities.  Additionally,  although forward contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency,  at the same time,
they tend to limit any  potential  gains that might  result  should the value of
such currency increase.                                                         

9. Illiquid Securities.  Illiquid securities are securities that may not be sold
or  disposed  of in the  ordinary  course  of  business  within  seven  days  at
approximately the price used to determine a funds net asset value. Under current
SEC  interpretations,  the  following  types of  securities  will be  considered
illiquid:  (1)  repurchase  agreements  maturing  in more than seven  days;  (2)
certain  restricted  securities  (securities  whose public  resale is subject to
legal or  contractual  restrictions;  (3)  options,  with  respect  to  specific
securities  not traded on a national  securities  exchange  that are not readily
marketable;  and (4) any other securities that are not readily  marketable.  For
purposes  of  limitations  on  investments  in  illiquid   securities,   certain
investments  might be treated  as  liquid;  such as  investments  in  restricted
securities for which there may be a secondary market of qualified  institutional
buyers as contemplated by Rule 144A under the Securities Act of 1933, as amended
(the  "Securities  Act") and  commercial  obligations  issued in reliance on the
so-called "private  placement"  exemption from registration  afforded by Section
4(2) of the  Securities  Act  ("Section  4(2)  paper").  Rule 144A  provides  an
exemption  from the  registration  requirements  of the  Securities  Act for the
resale of certain  restricted  securities  to  qualified  institutional  buyers.
Section 4(2) paper is restricted as to disposition under the federal  securities
laws, and generally is sold to  institutional  investors such as Growth & Income
who agree that they are  purchasing the paper for investment and not with a view
to public  distribution.  Any resale of Section 4(2) paper by the purchaser must
be in an exempt transaction.                                                    

           One effect of Rule 144A and Section 4(2) is that  certain  restricted
securities may now be liquid,  though there is no assurance that a liquid market
for Rule 144A securities or Section 4(2) paper will develop or be maintained. In
determining whether a particular instrument is liquid or illiquid, consideration
is given to,  among other  things,  the  frequency  of trades and quotes for the
security,  the number of dealers  willing to sell the security and the number of
potential purchasers,  dealer undertakings to make a market in the security, the
nature of the security and the time needed to dispose of the security.          

10. Interest Rate and Currency Transactions. Growth & Income may employ currency
and  interest  rate  management  techniques  including  transactions  in options
(including yield curve options),  futures,  options on futures,  forward foreign
currency  exchange  contracts,  currency  options and futures and  currency  and
interest  rate swaps.  The  aggregate  amount of Growth & Income's  net currency
exposure will not exceed the total net asset value of its portfolio. However, to
the  extent  that  Growth & Income  is fully  invested  while  also  maintaining
currency positions, it may be exposed to greater combined risk.                 

           Growth & Income will enter into interest rate and currency swaps on a
net basis,  i.e.,  the two payment  streams  are netted  out,  with only the net
amount of the two payments being received or paid, as the case may be.  Interest
rate  and  currency  swaps  do not  involve  the  delivery  of  securities,  the
underlying currency, other underlying assets or principal. Accordingly, the risk
of loss with respect to interest  rate and currency  swaps is limited to the net
amount  of  interest  or  currency  payments  that the  party  is  contractually
obligated to make. If a party to an interest rate or currency swap defaults, the
risk of loss  consists of the net amount of interest or currency  payments  that
the other party is  contractually  entitled to receive.  Since interest rate and
currency swaps are individually negotiated,  an acceptable degree of correlation
between  the  portfolio  investments  and the  interest  rate or  currency  swap
positions is expected to be achieved.                                           

           Foreign currency  received may be held in connection with investments
in foreign  securities when it would be beneficial to convert such currency into
U.S.  dollars at a later  date,  based on  anticipated  changes in the  relevant
exchange rate.                                                                  

           Growth & Income  may  purchase  or sell  without  limitation  as to a
percentage of its assets when it is anticipated  that the foreign  currency will
appreciate or depreciate in value,  but securities  denominated in that currency
do not present attractive investment opportunities and are not currently held by
Growth & Income. In addition, forward foreign currency exchange contracts may be
entered in order to protect against  adverse changes in future foreign  currency
exchange rates.  Cross-hedging may also be engaged in by using forward contracts
in one  currency  to hedge  against  fluctuations  in the  value  of  securities
denominated in a different currency if it is believed that there is a pattern of
correlation  between  the two  currencies.  Forward  contracts  may  reduce  the
potential  gain from a  positive  change in the  relationship  between  the U.S.
dollar and foreign  currencies.  Unanticipated  changes in  currency  prices may
result  in  poorer  overall  performance  than if such  contracts  had not  been
entered.  The use of  foreign  currency  forward  contracts  will not  eliminate
fluctuations in the underlying U.S. dollar  equivalent value of the prices of or
rates of return on foreign currency denominated portfolio securities and the use
of such techniques will subject Growth & Income to certain risks.               

           The matching of the  increase in value of a forward  contract and the
decline in the U.S. dollar equivalent value of the foreign currency  denominated
asset  that is the  subject  of the  hedge  generally  will not be  precise.  In
addition,  foreign  currency  forward  contracts  may not always be available at
attractive  prices,  and this will limit the use of such  contracts  to hedge or
cross-hedge assets.  Also, with regard to the use of cross-hedges,  there can be
no  assurance  that  historical  correlations  between  the  movement of certain
foreign currencies relative to the U.S. dollar will continue.  Thus, at any time
poor  correlation  may exist  between  movements  in the  exchange  rates of the
foreign currencies underlying the cross-hedges and the movements in the exchange
rates of the foreign currencies in which the assets that are the subject of such
cross-hedges are denominated.                                                   

           Interest  rate and  currency  swaps  may be  entered  to the  maximum
allowed limits under applicable law. Typically, interest rate swaps will be used
to shorten the effective duration of the portfolio.  Interest rate swaps involve
the exchange by one party with another party of their respective  commitments to
pay or receive interest, such as an exchange of fixed rate payments for floating
rate payments. Currency swaps involve the exchange of their respective rights to
make or receive payments in specified currencies.                               

11. Mortgage Related Securities.  Growth and Income may purchase mortgage-backed
securities-(i.e.,  securities  representing  an ownership  interest in a pool of
mortgage loans) issued by lenders such as mortgage bankers, commercial banks and
savings and loan associations.  Mortgage loans included in the pool, but not the
security itself, may be insured by the Government National Mortgage  Association
or the Federal  Housing  Administration  or guaranteed  by the Federal  National
Mortgage Association, the Federal Home Loan Mortgage Corporation or the Veterans
Administration.  Mortgage-backed  securities  provide  investors  with  payments
consisting of both  interest and  principal as the  mortgages in the  underlying
mortgage  pools are paid off.  Although  providing  the  potential  for enhanced
returns,   mortgage-backed  securities  can  also  be  volatile  and  result  in
unanticipated losses.                                                           

           The  average  life of a  mortgage-backed  security  is  likely  to be
substantially  less than the original  maturity of the mortgage pools underlying
the securities. Prepayments of principal by mortgagors and mortgage foreclosures
will usually result in the return of the greater part of the principal  invested
far in advance of the maturity of the mortgages in the pool.  The actual rate of
return of a mortgage-backed security may be adversely affected by the prepayment
of mortgages included in the mortgage pool underlying the security.             

           Growth & Income may also invest in securities  representing interests
in collateralized mortgage obligations ("CMOs"), real estate mortgage investment
conduits  ("REMICs")  and in pools of  certain  other  asset  backed  bonds  and
mortgage  pass-through  securities.  Like a bond, interest and prepaid principal
are paid, in most cases,  monthly.  CMOs may be collateralized by whole mortgage
loans  but  are  more  typically   collateralized   by  portfolios  of  mortgage
pass-through   securities   guaranteed   by  the   U.S.   Government,   or  U.S.
Government-related entities, and their income streams.                          

           CMOs are structured into multiple  classes,  each bearing a different
stated  maturity.  Actual  maturity  and  average  life  will  depend  upon  the
prepayment  experience of the collateral.  Monthly payment of principal received
from the pool of underlying mortgages,  including prepayments,  are allocated to
different  classes in accordance with the terms of the instruments,  and changes
in prepayment rates or assumptions may significantly affect the expected average
life and value of a particular class.                                           

           REMICs  include  governmental  and/or  private  entities that issue a
fixed pool of  mortgages  secured by an  interest in real  property.  REMICs are
similar to CMOs in that they issue multiple classes of securities. REMICs issued
by private  entities  are not U.S.  Government  securities  and are not directly
guaranteed  by any  government  agency.  They  are  secured  by  the  underlying
collateral of the private issuer.                                               

           Growth   &    Income's    advisers    expect    that    governmental,
government-related  or private entities may create mortgage loan pools and other
mortgage-related   securities   offering  mortgage   pass-through  and  mortgage
collateralized  investments in addition to those described  above. The mortgages
underlying these securities may include alternative mortgage  instruments,  that
is, mortgage  instruments whose principal or interest payments may vary or whose
terms to maturity  may differ from  customary  long-term  fixed-rate  mortgages.
Growth & Income  may also  invest in  debentures  and other  securities  of real
estate  investment  trusts.  As new  types of  mortgage-related  securities  are
developed  and  offered  to  investors,  Growth &  Income  may  consider  making
investments in such new types of mortgage-related securities.                   

12. Repurchase  Agreements.  A repurchase agreement is an instrument under which
the  purchaser  acquires  ownership of a debt  security and the seller agrees to
repurchase  the obligation at a mutually  agreed upon time and price.  The total
amount  received on  repurchase  is  calculated  to exceed the price paid by the
purchaser, reflecting an agreed upon market rate of interest for the period from
the time of purchase of the security to the settlement  date (i.e.,  the time of
repurchase),  and  would not  necessarily  relate  to the  interest  rate on the
underlying  securities.  A purchaser will only enter repurchase  agreements with
underlying  securities  consisting  of  U.S.  Government  or  government  agency
securities,  certificates of deposit,  commercial paper or bankers' acceptances,
and will be entered only with primary  dealers.  While  investment in repurchase
agreements  may be made for periods up to 30 days, it is expected that typically
such periods will be for a week or less.  Repurchase agreements maturing in more
than 7 days are  deemed to be  illiquid  and are  subject  to Growth &  Income's
investment policy regarding illiquid securities.                                

           Although repurchase  transactions  usually do not impose market risks
on the  purchaser,  the  purchaser  would be  subject to the risk of loss if the
seller fails to repurchase  the  securities  for any reason and the value of the
securities is less than the agreed upon repurchase  price.  In addition,  if the
seller defaults,  the purchaser may incur  disposition  costs in connection with
liquidating the securities.  Moreover, if the seller is insolvent and bankruptcy
proceedings are commenced,  under current law, the purchaser could be ordered by
a court not to liquidate the securities for an indeterminate  period of time and
the amount  realized by the purchaser upon  liquidation of the securities may be
limited.                                                                        

13. Reverse Repurchase  Agreements.  Reverse  repurchase  agreements involve the
sale of  securities  held by the seller,  with an  agreement to  repurchase  the
securities at an agreed upon price, date and interest  payment.  The seller will
use the proceeds of the reverse  repurchase  agreements to purchase  other money
market  securities  either maturing,  or under an agreement to resell, at a date
simultaneous  with  or  prior  to  the  expiration  of  the  reverse  repurchase
agreement.  The seller  will  utilize  reverse  repurchase  agreements  when the
interest  income to be  earned  from the  investment  of the  proceeds  from the
transaction  is greater  than the  interest  expense of the  reverse  repurchase
transaction. The repurchase price is generally equal to the original sales price
plus interest.  Reverse repurchase agreements are usually for seven days or less
and  cannot  be  repaid  prior to their  expiration  dates.  Reverse  repurchase
agreements  involve the risk that the market value of the  portfolio  securities
transferred  may  decline  below  the price at which the  seller is  obliged  to
purchase the securities.                                                        

14.  Securities  Loans.  As  discussed  in the  prospectus,  Growth & Income  is
permitted  to lend its  securities  to  broker/dealers  and other  institutional
investors in order to generate additional income. In connection with such loans,
Growth & Income will receive  collateral  consisting of cash, cash  equivalents,
U.S. Government  securities or irrevocable letters of credit issued by financial
institutions. Such loans of portfolio securities may not exceed 30% of the value
of Growth and Income's total assets.  Such  collateral will be maintained at all
times in an amount  equal to at least  102% of the  current  market  value  plus
accrued  interest of the  securities  loaned.  Growth & Income can  increase its
income through the investment of such collateral.  Such loans will be terminable
at any time upon specified notice. Growth & Income might experience risk of loss
if the  institutions  with which it has engaged in portfolio  loan  transactions
breach  their  agreements.  The  risks  in  lending  securities,  as with  other
extensions of secured credit, consist of possible delays in receiving additional
collateral  or in the recovery of the  securities  or possible loss of rights in
the collateral should the borrower experience financial difficulty.             

15. Stand-By Commitments. Stand-By Commitments are put transactions in which the
purchaser  is  entitled  to  same-day  settlement  and the right to  receive  an
exercise  price equal to the  amortized  cost of the  underlying  security  plus
accrued  interest,  if any, at the time of exercise.  Stand-by  commitments  are
subject to certain  risks,  which  include  the  inability  of the issuer of the
commitment to pay for the  securities  at the time the  commitment is exercised,
the fact that the commitment is not marketable by Growth & Income,  and that the
maturity of the underlying security will generally be different from that of the
commitment.                                                                     

16. Stripped Treasury  Securities.  Zero-Coupon  Treasury Securities come in two
forms:  U.S.  Treasury  bills  issued  directly  by the U.S.  Treasury  and U.S.
Treasury  bonds or notes and their  unmatured  interest  coupons which have been
separated by their holder,  typically a custodian  bank or investment  brokerage
firm. A number of securities  firms and banks have stripped the interest coupons
from Treasury bonds and notes and resold them in custodial receipt programs with
a number of different names. The underlying  Treasury bonds and notes themselves
are held in  book-entry  form at the  Federal  Reserve  Bank or,  in the case of
bearer securities, in trust on behalf of the owners thereof.                    

           Publicly filed  documents  state that counsel to the  underwriters of
these  certificates  or  other  evidences  of  ownership  of the  U.S.  Treasury
securities have stated that for Federal tax and securities purposes,  purchasers
of such  certificates  most likely will be deemed the beneficial  holders of the
underlying U.S. Government  securities.  In addition,  such documents state that
the terms of custody for the custodial  receipt programs  generally provide that
the underlying debt obligations will be held separate from the general assets of
the custodian and will not be subject to any right,  charge,  security interest,
lien,  or claim of any kind in favor of the  custodian  or any  person  claiming
through the custodian,  and the custodian  will be responsible  for applying all
payments received on these underlying debt  obligations,  if any, to the related
receipts or certificates without making any deductions other than applicable tax
withholding.  The  custodian  is  required to maintain  insurance  in  customary
amounts to protect the holders of the receipts or  certificates  against  losses
resulting from the custody arrangement. The holders of receipts or certificates,
as the real parties in interest,  are entitled to the rights and  privileges  of
owners of the underlying debt obligations,  including the right, in the event of
default,  to proceed  directly  and  individually  against  the U.S.  Government
without acting in concert with other holders of such receipts or the custodian. 

           When U.S. Treasury  obligations have been stripped of their unmatured
interest  coupons by the holder,  the stripped  coupons are sold off separately.
The  principal or corpus is sold at a deep discount  because the buyer  receives
only the right to receive a future  fixed  payment on the  security and does not
receive any rights to periodic  interest  payments.  Once stripped or separated,
the corpus and coupons may be sold separately.  Typically,  the coupons are sold
separately or grouped with other  coupons with like  maturity  dates and sold in
bundled form.  Purchasers of Stripped Treasury  Securities  acquire,  in effect,
discount obligations that are economically  identical to the "zero coupon bonds"
that have been issued by corporations.                                          

           The U.S. Treasury has facilitated  transfers of ownership of Stripped
Treasury  Securities by accounting  separately for the  beneficial  ownership of
particular  interest  coupon and corpus  payments  on U.S.  Treasury  securities
through  the  Federal  Reserve  book-entry  record-keeping  system.  The Federal
Reserve program,  as established by the U.S.  Treasury  Department,  is known as
Separate Trading of Registered Interest and Principal of Securities or "STRIPS".
The plan eliminates the need for the trust or custody arrangements.             

17. Structured Products. Structured Products are interests in entities organized
and  operated   solely  for  the  purpose  of   restructuring   the   investment
characteristics  of  certain  other  investments.  This  type  of  restructuring
involves the deposit  with or purchase by an entity,  such as a  corporation  or
trust, of specified instruments (such as commercial bank loans) and the issuance
by that  entity of one or more  classes of  securities  ("structured  products")
backed by, or representing  interests in, the underlying  instruments.  The cash
flow on the underlying  instruments  may be  apportioned  among the newly issued
structured   products   to   create   securities   with   different   investment
characteristics such as varying maturities, payment priorities and interest rate
provisions,  and the extent of the  payments  made with  respect  to  structured
products  is  dependent  on  the  extent  of the  cash  flow  on the  underlying
instruments.  Investment may be made in products  which will  represent  derived
investment  positions based on  relationships  among different  markets or asset
classes.                                                                        

           Investments  may be  made  in  other  types  of  structured  products
including,  among others, inverse floaters,  spread trades and notes linked by a
formula to the price of an underlying  instrument.  Inverse floaters have coupon
rates that vary  inversely  at a multiple of a designated  floating  rate (which
typically  is  determined  by  reference  to an  index  rate,  but  may  also be
determined  through a dutch  auction or a  remarketing  agent or by reference to
another security) (the "reference  rate").  As an example,  inverse floaters may
constitute  a class  of CMOs  with a  coupon  rate  that  moves  inversely  to a
designated  index,  such as LIBOR (London Interbank Offered Rate) or the Cost of
Funds  Index.  Any  rise in the  reference  rate  of an  inverse  floater  (as a
consequence  of an increase in interest  rates) causes a drop in the coupon rate
while any drop in the reference rate of an inverse floater causes an increase in
the  coupon  rate.  A  spread  trade is an  investment  position  relating  to a
difference in the prices or interest rates of two securities  where the value of
the investment position is determined by movements in the difference between the
prices or interest rates, as the case may be, of the respective securities. When
investments  are made in notes linked to the price of an underlying  instrument,
the price of the  underlying  security is determined  by a multiple  (based on a
formula) of the price of such underlying  security.  A structured product may be
considered to be leveraged to the extent its interest rate varies by a magnitude
that exceeds the magnitude of the change in the index rate of interest.  Because
they are  linked to their  underlying  markets  or  securities,  investments  in
structured  products  generally  are  subject  to  greater  volatility  than  an
investment  directly in the underlying  market or security.  Total return on the
structured  product is derived by linking return to one or more  characteristics
of the underlying instrument. Because certain structured products may involve no
credit enhancement, the credit risk of those structured products generally would
be equivalent to that of the underlying instruments. Investment may be made in a
class of structured  products that is either  subordinated or  unsubordinated to
the  right  of  payment  of  another  class.  Subordinated  structured  products
typically  have higher  yields and  present  greater  risks than  unsubordinated
structured products.  Although the purchase of subordinated  structured products
would have similar  economic effect to that of borrowing  against the underlying
securities,  the  purchase  will not be deemed to be  leverage  for  purposes of
Growth & Income's  fundamental  investment  limitation  related to borrowing and
leverage.                                                                       

           Certain  issuers  of  structured   products  may  be  deemed  to  be,
"investment  companies" as defined in the 1940 Act. As a result,  investments in
these structured  products may be limited by the  restrictions  contained in the
1940  Act.   Structured   products  are  typically  sold  in  private  placement
transactions  and there  currently is no active  trading  market for  structured
products.  As a result,  certain structured  products may be deemed illiquid and
subject to its  limitation on illiquid  investments.  Investments  in structured
products generally are subject to greater volatility than an investment directly
in the underlying market or security.                                           

18. U.S.  Government  Securities.  U.S.  Government  Securities include (1) U.S.
Treasury  obligations,  which  generally  differ only in their  interest  rates,
maturities and times of issuance,  including: U.S. Treasury bills, U.S. Treasury
notes,  and U.S.  Treasury bonds ; and (2)  obligations  issued or guaranteed by
U.S. Government agencies and instrumentalities which are supported by any of the
following:  (a) the full faith and credit of the U.S. Treasury, (b) the right of
the  issuer to borrow any amount  listed to a specific  line of credit  from the
U.S. Treasury,  (c) discretionary  authority of the U.S.  Government to purchase
certain  obligations of the U.S. Government agency or instrumentality or (d) the
credit of the agency or instrumentality.                                        

19. Warrants and Rights. Warrants are options to purchase equity securities at a
specified price for a specific  period of time.  Their prices do not necessarily
move parallel to the prices of the underlying securities.  Rights are similar to
warrants but normally have a shorter  duration and are  distributed  directly by
the issuer to shareholders.  Rights and warrants have no voting rights,  receive
no dividends and have no rights with respect to the assets of the issuer.       

20. When-issued  Securities.  When the purchase of securities on a "when-issued"
or on a "forward delivery" basis is permitted, it is expected that, under normal
circumstances,  delivery of such securities will be taken.  When a commitment to
purchase a security on a  when-issued  or on a forward  delivery  basis is made,
procedures  are  established  for such  purchase  consistent  with the  relevant
policies  of the  Securities  and  Exchange  Commission.  Since  those  policies
currently  recommend  that  assets  equal to the amount of the  purchase be held
aside or  segregated  to be used to pay for the  commitment,  liquid  securities
sufficient to cover any  commitments or to limit any potential risk are expected
to be held.  However,  although it is not intended that such purchases  would be
made for speculative  purposes and adherence to the provisions of the Securities
and Exchange  Commission  policies is expected,  purchase of  securities on such
bases may involve more risk than other types of purchases. For example, the sale
of  assets  which  have  been set  aside in  order  to meet  redemptions  may be
required.  Also,  if it is  determined  that  it is  advisable  as a  matter  of
investment strategy to sell the when-issued or forward delivery securities,  the
then available cash flow or the sale of securities would be required to meet the
resulting obligations,  or, although it would not normally be expected, from the
sale of the when-issued or forward  delivery  securities  themselves  (which may
have a value greater or less than the payment obligation).                      

Derivatives and Related Instruments                                             

      Options on Securities, Securities Indexes, and Debt Instruments.

           Growth & Income may purchase,  sell, or exercise call and put options
on (i) securities,  (ii) securities indexes, and (iii) debt instruments.  A call
option gives the purchaser the right to buy the underlying  securities  from the
seller at a stated exercise price. A put option gives the purchaser the right to
sell the  underlying  securities  to the  seller  of the put  option at a stated
exercise  price.  Call options may be purchased to hedge  against an increase in
the price of  securities  the  purchaser  ultimately  wants to buy.  Such  hedge
protection  is provided  during the life of the call option  since the holder of
the call option is able to buy the  underlying  security at the  exercise  price
regardless of any increase in the underlying  security's  market price. In order
for a call option to be profitable,  the market price of the underlying security
must  rise  sufficiently  above the  exercise  price to cover  the  premium  and
transactions  costs. Put options may be purchased to hedge portfolio holdings in
an underlying  security  against a decline in market value.  Such  protection is
provided  during the life of the put option  because the holder of the option is
able to sell the underlying security at the put exercise price regardless of any
decline in the underlying  security's market price. In order for a put option to
be  profitable,  the  market  price  of the  underlying  security  must  decline
sufficiently  below the  exercise  price to cover the  premium  and  transaction
costs. By using put options in this manner, the seller will reduce any profit it
might otherwise have realized from  appreciation  of the underlying  security by
the premium paid for the put option and by transaction costs.                   

           Growth & Income will only write  "covered"  options.  When  writing a
covered call option,  a fund must own the underlying  securities  subject to the
option (or comparable securities satisfying the cover requirements of securities
exchanges). When writing a covered put option, a fund will maintain a segregated
account  consisting  of liquid  assets equal in value to the value of the fund's
obligation under the covered put option.                                        

           Premiums  are  received  from  writing  a put or call  option,  which
increases the return on the underlying  security in the event the option expires
unexercised  or is closed out at a profit.  The amount of the premium  reflects,
among other things, the relationship  between the exercise price and the current
market  value of the  underlying  security,  the  volatility  of the  underlying
security, the amount of time remaining until expiration, current interest rates,
and the effect of supply and demand in the options  market and in the market for
the  underlying  security.  By  writing a call  option,  the  seller  limits its
opportunity  to profit from any increase in the market  value of the  underlying
security  above the exercise  price of the option but continues to bear the risk
of a decline in the value of the underlying  security.  By writing a put option,
the seller  assumes the risk that it may be required to purchase the  underlying
security  for an exercise  price  higher  than its  then-current  market  value,
resulting  in  a  potential  capital  loss  unless  the  security   subsequently
appreciates in value.                                                           

           In most cases, Growth & Income will purchase and sell exchange-traded
options.  Growth & Income,  however, may also purchase,  sell or exercise dealer
options  (also  known  as  "over-the-counter  options").  There  may  not  be  a
continuous  liquid  market  for dealer  options as there is for  exchange-traded
options.  Consequently,  the value of a dealer  option may be  realized  only by
exercising it or reselling it to the dealer who issued it.  Dealer  options will
only be entered into with dealers who will agree to and which are expected to be
capable  of  entering  into  closing  transactions;  however,  there  can  be no
assurance the a dealer option may be liquidated at a favorable price at any time
prior to expiration. In the event of an insolvency of the counterparty, a dealer
option may not be  liquidated.  The staff of the SEC has taken the position that
purchased  dealer  options and the assets used to secure  written dealer options
are illiquid securities.  The "cover" used for written  over-the-counter options
may be treated as liquid if the dealer agrees that the  over-the-counter  option
which the  dealer  has  written  may be  repurchased  for a maximum  price to be
calculated  by a  predetermined  formula.  In such cases,  the  over-the-counter
option would be considered  illiquid  only to the extent the maximum  repurchase
price under the formula exceeds the intrinsic value of the option.  Accordingly,
dealer  options  will be  treated  as  subject  to the  limitation  on  illiquid
securities.                                                                     

Futures Contracts and Options on Futures Contracts        

           Growth &  Income  may  purchase  or sell (i)  interest  rate  futures
contracts, (ii) futures contracts on specified instruments or indexes, and (iii)
options on these future contracts.                                              

           Futures  Contracts.  A  futures  contract  is a  bilateral  agreement
providing  for the  purchase  and  sale of a  specified  type  and  amount  of a
financial  instrument,  or,  in the case of  futures  contracts  on  indexes  of
securities, for the making and acceptance of a cash settlement, at a stated time
in the future for a fixed price. By its terms, a futures contract provides for a
specified settlement date on which, in the case of the majority of interest rate
futures  contracts,  the fixed  income  securities  underlying  a  contract  are
delivered by the seller and paid for by the purchaser,  or on which, in the case
of a stock index futures contract, an amount equal to a dollar amount multiplied
by the  difference  between  the value of a stock index at the close of the last
trading day of the  contract and the value of such index at the time the futures
contract was originally entered into is settled between the purchaser and seller
in cash. The purchase or sale of a futures contract differs from the purchase or
sale of a security in that no purchase price is paid or received at the time the
contract is entered into.  Instead,  an amount of cash or cash equivalents,  the
value of which may vary but is generally equal to 2% or less of the value of the
contract,  must be  deposited  with the broker as initial  deposit or  "margin".
Subsequent  payments to and from the broker,  referred to as "variation margin",
are made on a daily  basis as the  value of the  index  underlying  the  futures
contract  fluctuates,  making  positions  in the futures  contract  more or less
valuable, a process known as "marking to the market".                           

           At any time prior to the expiration of a futures  contract,  a trader
may elect to close out its position by taking an opposite  position,  subject to
the  availability  of a secondary  market,  which will operate to terminate  the
initial  position.  At that time, a final  determination  of variation margin is
made and any loss  experienced by a party is required to be paid to the exchange
clearing corporation, while any profit due to a party must be delivered to it.  

           Futures  contracts  differ  from  options in that they are  bilateral
agreements, with both the purchaser and the seller equally obligated to complete
the  transaction.  Futures  contracts call for settlement only on the expiration
date, and cannot be "exercised" at any other time during their term.            

           As indicated above, an index futures contract obligates the seller to
deliver (and the purchaser to take) an amount of cash equal to a specific dollar
amount times the  difference  between the value of a specific index at the close
of the last trading day of the contract and the price at which the  agreement is
made. No physical  delivery of the  underlying  securities in the index is made.
When purchasing or selling an index futures contract, a fund must (1) maintain a
segregated  account  consisting  of liquid  assets (and marked to market  daily)
which, when added to any amounts deposited with a futures commission merchant as
margin, is equal to the market value of the futures contract; or (2) "cover" its
position.                                                                       

           Options on Futures  Contracts.  An option on a futures contract gives
the purchaser (the "holder") the right, but not the obligation,  to enter into a
"long"  position in the underlying  futures  contract  (i.e., a purchase of such
futures  contract) in the case of an option to purchase (a "call" option),  or a
"short"  position  in the  underlying  futures  contract  (i.e.,  a sale of such
futures contract) in the case of an option to sell (a "put" option),  at a fixed
priced (the "strike  price") up to a stated  expiration  date. The holder pays a
nonrefundable purchase price for the option, known as the "premium". The maximum
amount of risk the purchaser of the option  assumes is equal to the premium plus
related  transaction  costs,  although  this  entire  amount  may be lost.  Upon
exercise  of the  option  by  the  holder,  the  exchange  clearing  corporation
establishes a corresponding  short position for the seller (the "writer") of the
option in the case of a call option,  or a  corresponding  long  position in the
case of a put option. In the event that an option is exercised, the parties will
be subject to all the risks  associated  with the trading of futures  contracts,
such as payment of variation  margin  deposits.  In  addition,  the writer of an
option on a futures  contract,  unlike the  holder,  is  subject to initial  and
variation margin requirements on the option position.                           

           Regulations  of the  CFTC  require  Growth &  Income  to  enter  into
transactions in futures contracts and options thereon for hedging purposes only,
in order to assure  that it is not deemed to be a  "commodity  pool"  under such
regulations.  In  particular,  CFTC  regulations  require that all short futures
positions  be entered  into for the purpose of hedging  the value of  securities
held in Growth & Income's portfolio,  and that all long futures positions either
constitute bona fide hedging  transactions,  as defined in such regulations,  or
have a total value not in excess of an amount determined by reference to certain
cash and  securities  positions  maintained  for  Growth & Income,  and  accrued
profits on such positions. In addition, Growth & Income may not purchase or sell
such instruments if,  immediately  thereafter,  the sum of the amount of initial
margin deposits on its existing futures  positions and premiums paid for options
on futures  contracts  would  exceed 5% of the market value of Growth & Income's
total assets.                                                                   

           As  indicated  previously,  when Growth & Income  purchases a futures
contract,  an amount of cash or cash equivalents or high quality debt securities
will be deposited in a  segregated  account with Growth & Income's  custodian so
that the amount so  segregated,  plus the initial  deposit and variation  margin
held in the  account  if its  broker,  will at all times  equal the value of the
futures contract, thereby insuring that the use of such futures is unleveraged. 

           Growth &  Income's  ability  to  engage  in the  hedging  transaction
described  herein may be limited by the current  federal income tax  requirement
that Growth & Income  derive less than 30% of its gross  income from the sale or
other disposition of stock or securities held for less than three months.       

           In addition to the foregoing requirements,  the Board of Trustees has
adopted an additional  restriction  on the use of futures  contracts and options
thereon, requiring that the aggregate market value of the futures contracts held
by Growth & Income  not  exceed  50% of the  market  value of its total  assets.
Neither this  restriction  nor any policy with  respect to the  above-referenced
restrictions,  would be changed by the Board of Trustees without considering the
policies and concerns of the various federal and state regulatory agencies.     

           In addition to any risk  factors  which may be described  above,  the
following  sets  forth  certain   information   regarding  the  potential  risks
associated with Growth & Income's futures and options transactions.             

           Risk of Imperfect Correlation.  Growth & Income's ability effectively
to hedge all or a portion of its  portfolio  through  transactions  in  futures,
options on futures  or options on stock  indexes  depends on the degree to which
movements  in the  value of the  securities  or index  underlying  such  hedging
instrument  correlate  with  movements in the value of the  relevant  portion of
Growth & Income's  portfolio.  If the values of the portfolio  securities  being
hedged do not move in the same amount or direction as the underlying security or
index,  the hedging  strategy  for Growth & Income might not be  successful  and
Growth & Income could sustain losses on its hedging  transaction which would not
be offset by gains on its  portfolio.  It is also  possible  that there may be a
negative  correlation  between  the  security or index  underlying  a futures or
option contract and the portfolio securities being hedged, which could result in
losses both on the hedging  transaction  and the portfolio  securities.  In such
instances,  Growth & Income's  overall  return could be less than if the hedging
transaction had not been  undertaken.  Stock index futures or options based on a
narrower  index of securities  may present  greater risk than options or futures
based on a broad market index, as a narrower index is more  susceptible to rapid
an extreme fluctuations resulting from changes in the value of a small number of
securities.  Growth & Income would, however, effect transactions in such futures
or options only for hedging purposes.                                           

           The trading of futures and options on indexes involves the additional
risk of imperfect  correlation  between movements in the futures or option price
and the value of the underlying index. The anticipated spread between the prices
may be  distorted  due to  differences  in the  nature of the  markets,  such as
differences  in margin  requirements,  the  liquidity  of such  markets  and the
participation of speculators in the futures and options market.  The purchase of
an option on a futures contract also involves the risk that changes in the value
of underlying  futures  contract will not be fully reflected in the value of the
option purchased. The risk of imperfect correlation, however, generally tends to
diminish as the maturity date of the futures contract or termination date of the
option  approaches.  The risk  incurred  in  purchasing  an  option on a futures
contract is limited to the amount of the premium plus related transaction costs,
although it may be necessary under certain  circumstances to exercise the option
and enter into the  underlying  futures  contract  in order to realize a profit.
Under certain  extreme  market  conditions,  it is possible that Growth & Income
will not be able to establish  hedging  positions,  or that any hedging strategy
adopted will be insufficient to completely protect Growth & Income.             

           Growth & Income will  purchase or sell  futures  contracts or options
only if, in Chase's  judgment,  there is expected to be a  sufficient  degree of
correlation  between  movements in the value of such  instruments and changes in
the value of the relevant  portion of Growth & Income's  portfolio for the hedge
to be  effective.  There  can be no  assurance  that  Chase's  judgment  will be
accurate.                                                                       

           Potential Lack of a Liquid  Secondary  Market.  The ordinary  spreads
between  prices  in the cash and  futures  markets,  due to  differences  in the
natures of those markets, are subject to distortions. First, all participants in
the  futures  market  are  subject  to  initial  deposit  and  variation  margin
requirements.  This could required  Growth & Income to post  additional  cash or
cash equivalents as the value of the position fluctuates.  Further,  rather than
meeting additional  variation margin  requirements,  investors may close futures
contracts  through  offsetting  transactions  which  could  distort  the  normal
relationship between the cash and futures markets.  Second, the liquidity of the
futures or options  market may be lacking.  Prior to exercise or  expiration,  a
futures or option  position may be  terminated  only by entering  into a closing
purchase or sale transaction,  which requires a secondary market on the exchange
on which the position  was  originally  established.  While Growth & Income will
establish  a futures  or option  position  only if there  appears to be a liquid
secondary  market  therefor,  there can be no assurance  that such a market will
exist for any  particular  futures or option  contract at any specific  time. In
such  event,  it may not be  possible  to close out a position  held by Growth &
Income,  which could require  Growth & Income to purchase or sell the instrument
underlying  the  position,  make or receive a cash  settlement,  or meet ongoing
variation  margin  requirements.  The  inability  to close out futures or option
positions  also  could  have an  adverse  impact  on Growth &  Income's  ability
effectively to hedge its portfolio, or the relevant portion thereof.            

           The  liquidity  of a  secondary  market in a futures  contract  or an
option  on a  futures  contract  may  be  adversely  affected  by  "daily  price
fluctuation  limits"  established  by the  exchanges,  which limit the amount of
fluctuation in the price of a contract  during a single trading day and prohibit
trading  beyond such limits once they have been reached.  The trading of futures
and options contracts also is subject to the risk of trading halts, suspensions,
exchange  or  clearing  house  equipment  failures,   government   intervention,
insolvency  of the  brokerage  firm or clearing  house or other  disruptions  of
normal trading activity, which could at times make it difficult or impossible to
liquidate existing positions or to recover excess variation margin payments.    

           Risk of Predicting  Interest Rate  Movements.  Investments in futures
contracts on fixed income  securities and related  indexes involve the risk that
if Chase's  investment  judgment  concerning  the general  direction of interest
rates is incorrect,  Growth & Income's overall performance may be poorer than if
it had not entered into any such contract.  For example,  if Growth & Income has
been hedged against the possibility of an increase in interest rates which would
adversely  affect the price of bonds held in its  portfolio  and interest  rates
decrease  instead,  Growth & Income  will lose part or all of the benefit of the
increased  value of its  bonds  which  have  been  hedged  because  it will have
offsetting losses in its futures positions. In addition, in such situations,  if
Growth & Income  has  insufficient  cash,  it may  have to sell  bonds  from its
portfolio to meet daily variation margin  requirements,  possibly at a time when
it may be  disadvantageous  to do so.  Such sale of bonds  may be,  but will not
necessarily be, at increased prices which reflect the rising market.            

           Trading and Position  Limits.  Each contract  market on which futures
and  option  contracts  are  traded  has  established  a number  of  limitations
governing the maximum number of positions which may be held by a trader, whether
acting  alone or in  concert  with  others.  Chase does not  believe  that these
trading  and  position  limits  will  have  an  adverse  impact  on the  hedging
strategies regarding Growth & Income's portfolio.                               

Information about Securities Ratings                                            

 Corporate Bonds - Moody's Investors Service, Inc.

           Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally  referred to
as  "gilt  edge".   Interest  payments  are  protected  by  a  large  or  by  an
exceptionally   stable  margin  and  principal  is  secure.  While  the  various
protective  elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.       

           Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risks appear somewhat larger than in Aaa securities.   

           A -  Bonds  which  are  rated A  possess  many  favorable  investment
attributes and are to be considered as upper medium-grade  obligations.  Factors
giving  security to principal and interest are considered  adequate but elements
may be present which  suggest a  susceptibility  to  impairment  sometime in the
future.                                                                         

           Baa - Bonds  which  are  rated Baa are  considered  as  medium  grade
obligations,  i.e.,  they are  neither  highly  protected  nor  poorly  secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.           

           Ba -  Bonds  which  are  rated  Ba are  judged  to  have  speculative
elements;  their  future  cannot  be  considered  as  well-assured.   Often  the
protection of interest and principal payments may be very moderate,  and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.                                  

           B - Bonds where are rated B  generally  lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.                                                                          

 Corporate Bonds - Standard & Poor's Corporation

           AAA - This is the highest  rating  assigned by Standard & Poor's to a
debt obligation and indicates an extremely  strong capacity to pay principal and
interest.                                                                       

           AA - Bonds rated AA also qualify as  high-quality  debt  obligations.
Capacity to pay  principal  and interest is very strong,  and in the majority of
instances they differ from AAA issues only in a small degree.                   

           A -  Bonds  rated  A have a  strong  capacity  to pay  principal  and
interest,  although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.                               

           BBB - Bonds rated BBB are regarded as having an adequate  capacity to
pay principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity for bonds rated BBB than for bonds in the A category.       

           BB & B -  Standard  &  Poor's  describes  the BB and B  rated  issues
together  with issues rated CCC and CC. Debt in these  categories is regarded on
balance as  predominantly  speculative  with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and  protective  characteristics,  these
are  outweighed  by large  uncertainties  or major  risk  exposures  to  adverse
conditions.                                                                     

Commercial Paper - Moody's Investors Service, Inc.

           Prime-1 - Commercial  Paper issuers rated Prime-1 are judged to be of
the best quality. Their short-term debt obligations carry the smallest degree of
investment risk. Margins of support for current indebtedness are large or stable
with cash flow and asset  protection well assured.  Current  liquidity  provides
ample  coverage  of  near-term  liabilities  and  unused  alternative  financing
arrangements are generally available.  While protective elements may change over
the  intermediate  or longer term,  such changes are most unlikely to impair the
fundamentally strong position of short-term obligations.                        

           Prime-2 - Issuers in the  Commercial  Paper market rated  Prime-2 are
high quality.  Protection for  short-term  holders is assured with liquidity and
value of current  assets as well as cash  generation  in sound  relationship  to
current  indebtedness.  They are  rated  lower  than the best  commercial  paper
issuers   because  margins  of  protection  may  not  be  as  large  or  because
fluctuations  of protective  elements over the near or immediate  term may be of
greater amplitude.  Temporary  increases in relative short and overall debt load
may occur. Alternative means of financing remain assured.                       

           Prime-3 - Issuers in the  Commercial  Paper market rated Prime-3 have
an acceptable capacity for repayment of short-term promissory  obligations.  The
effect  of  industry   characteristics   and  market  composition  may  be  more
pronounced.  Variability in earning and  profitability  may result in changes in
the level of debt  protection  measurements  and the  requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.            

Commercial Paper - Standard & Poor's Corporation

           A - Issuers  assigned this highest  rating are regarded as having the
greatest  capacity  for timely  payment.  Issuers in this  category  are further
refined  with the  designation  1, 2 and 3 to indicate  the  relative  degree of
safety.                                                                         

           A-1 - This designation  indicates that the degree of safety regarding
timely payment is very strong.                                                  

           A-2 - Capacity for timely  payment for issuers with this  designation
is strong.  However, the relative degree of safety is not as overwhelming as for
issues designated "A-1".                                                        

           A-3 - Issuers carrying this designation have a satisfactory  capacity
for timely payment.  They are, however,  somewhat more vulnerable to the adverse
effects  of  changes  in  circumstances  than  obligations  carrying  the higher
designation.                                                                    

Investment Limitations                                                          

           The Fund has adopted limitations regarding the investment activity of
the  Vista  Portfolio  which are  fundamental  policies  and may not be  changed
without the  approval of the  holders of a majority  of the  outstanding  voting
shares  of the  Vista  Portfolio.  "Majority"  for this  purpose  and  under the
Investment  Company  Act of 1940  means  the  lesser  of (i)  67% of the  shares
represented  at a meeting at which more than 50% of the  outstanding  shares are
represented  or  (ii)  more  than  50% of the  outstanding  shares.  A  complete
statement of all such limitations are set forth below.                          

The Vista Portfolio will not:                             

1.         Invest more than 25% of its total  assets  (taken at market  value at
           the time of each  investment) in the securities of issuers  primarily
           engaged in the same industry;  utilities will be divided according to
           their  services;  for example,  gas, gas  transmission,  electric and
           telephone each will be considered a separate industry for purposes of
           this  restriction;  provided that there shall be no limitation on the
           purchase of obligations issued or guaranteed by the U.S.  Government,
           or its agencies or  instrumentalities,  or of certificates of deposit
           and bankers'  acceptances,  and positions in permissible  options and
futures will not be subject to this restriction.          

2.         Alone or together with any other  investor make  investments  for the
      purpose of exercising control over, or management of any issuer.

3.         Purchase or sell interests in commodities,  commodities contracts, or
           real estate,  (including limited partnership  interests but excluding
           securities secured by real estate or interests therein),  except that
           the Vista  Portfolio may purchase  securities of issuers which invest
           or deal in any of the above and may engage in permissible futures and
           options  transactions,  permissible  forward  purchases  or  sales of
           foreign  currencies  or  securities,  and the  purchase  and  sale of
mortgage-backed securities.                               

4.         Make loans,  except as provided  in  limitation  (5) below and except
           through  the  purchase  of  debt  instruments   (including,   without
           limitation,   bonds,  notes,  debentures  or  other  obligations  and
           certificates  of  deposit,   bankers'   acceptances  and  fixed  time
           deposits)  in private  placements  (the  purchase of  publicly-traded
           obligations  are not  being  considered  the  making  of a loan)  and
           further,  through the use of repurchase agreements or the purchase of
short-term obligations.                                   

5.         Lend its  portfolio  securities  in excess of  one-third of its total
           assets,  taken at market value at the time of the loan,  and provided
           that such loan shall be made in accordance  with the  guidelines  set
           forth under  "Lending of Portfolio  Securities"  of this Statement of
Additional Information.                                   

6.         Borrow  amounts in excess of 33 1/3% of its total  assets  (including
           the  amount  borrowed),  taken  at  market  value  at the time of the
           borrowing,  and then  only  from  banks as a  temporary  measure  for
           extraordinary  or  emergency  purposes  or  by  engaging  in  reverse
           repurchase   transactions;   nor  may  the  Vista  Portfolio  pledge,
           mortgage,  or  hypothecate  more than 1/3 of its net assets to secure
           such borrowings.  In the event the Vista Portfolio  borrows in excess
           of 5% of its total  assets,  the Vista  Portfolio  will not  purchase
           additional  investment securities until any borrowings that exceed 5%
of the Vista Portfolio's total assets are repaid.         

7.         Mortgage,  pledge, hypothecate or in any manner transfer, as security
           for  indebtedness,  any  securities  owned  or held by the  Portfolio
           except as may be necessary in connection with borrowings mentioned in
           limitation  (6)  above,  and  then  such   mortgaging,   pledging  or
           hypothecating  may not exceed 33 1/3% of the Vista  Portfolio's total
           assets,  taken at market  value at the time  thereof;  provided  that
           collateral  arrangements  with  respect to  permissible  futures  and
           options   transactions,   including   initial  and  variation  margin
           payments,  are not considered to be the pledge of assets for purposes
of this restriction.                                      

8.         Underwrite  securities of other issuers  except  insofar as the Vista
           Portfolio may be deemed an  underwriter  under the  Securities Act of
1933 in selling portfolio securities.                     

9.   Issue any senior security (as defined in the 1940 Act), except that (a) the
     Vista Portfolio may engage in transactions  that may result in the issuance
     of  senior  securities  to  the  extent  permitted  under  the  Portfolio's
     investment  policies and applicable  regulations and interpretations of the
     1940 Act or an exemptive  order;  (b) the Vista Portfolio may acquire other
     securities, the acquisition of which may result in the issuance of a senior
     security, to the extent permitted under the Portfolio's investment policies
     and  applicable  regulations  or  interpretations  of the 1940 Act; and (c)
     subject to the restrictions set forth above, the Vista Portfolio may borrow
     money as  authorized  by the 1940 Act.  For  purposes of this  restriction,
     collateral  arrangements with respect to the Vista Portfolio's  permissible
     options  and  futures  transactions,  including  deposits  of  initial  and
     variation  margin,  are  not  considered  to be the  issuance  of a  senior
security.                                                             

           The Vista  Portfolio  is  subject  to the  following  non-fundamental
investment limitations:                                                         

     1. The Vista  Portfolio  may not invest  more than 15% of its net assets in
illiquid securities.                                                  

     2. The Vista  Portfolio  may not,  with respect to 50% of its assets,  hold
more than 10% of the outstanding voting securities of an issuer.      

     3. The Vista  Portfolio may not purchase or sell  interests in oil, gas, or
mineral leases.                                                       

4.         Write, purchase or sell puts, calls or combinations  thereof,  except
           that the Vista  Portfolio  may buy and sell  permissible  options and
           futures,  and may hold and sell  warrants  where the  grantor  of the
warrants is the issuer of the underlying securities.      

5.         Purchase any  securities on margin  (except that the Vista  Portfolio
           may  obtain  such  short-term  credit  as may be  necessary  for  the
           clearance of purchases  and sales of  portfolio  securities,  and the
           Vista   Portfolio  may  make  margin   payments  in  connection  with
           permissible  transactions  in futures  contracts and options) or make
           short sales of securities or maintain a short  position,  except that
the Vista Portfolio may sell short against the box.       

6.         The Vista Portfolio will limit its investment in Depositary  Receipts
           not  sponsored  by the issuer of the  underlying  security to no more
         than 5% of the value of its net assets (at the time of investment).

7.         Investments  in bank  obligations  are limited to those of U.S. banks
           (including  their  foreign  branches)  which have total assets at the
           time of purchase  in excess of $1 billion  and the  deposits of which
           are  insured  by  either  the  Bank  Insurance  Fund  or the  Savings
           Association   Insurance  Fund  of  the  Federal   Deposit   Insurance
           Corporation, and foreign banks (including their U.S. branches) having
           total  assets in excess of $10  billion (or the  equivalent  in other
           currencies),  and such other U.S. and foreign  commercial banks which
           are  judged  by the  advisers  to  meet  comparable  credit  standing
criteria.                                                 

           In addition, Growth & Income is subject to additional fundamental and
nonfundamental  investment limitations which are set forth in its prospectus and
statement of additional  information.  Please see Growth & Income's Statement of
Additional Information regarding these operating policies.                      

Lending of Portfolio Securities                                                 

           The Vista  Portfolio is not permitted to make loans to other persons,
except (i) through the lending of its portfolio securities and provided that any
such loans do not exceed 33 1/3% of the Vista Portfolio's total assets (taken at
market value), (ii) through the use of repurchase  agreements or the purchase of
short-term  obligations  and  provided  that  not  more  than  10% of the  Vista
Portfolio's total assets will be invested in repurchase  agreements  maturing in
more than seven  days,  or (iii) by  purchasing,  subject to the  limitation  in
paragraph 6 above,  a portion of an issue of debt  securities of types  commonly
distributed privately to financial institutions; for purposes of this limitation
the purchase of short-term  commercial paper and other debt securities which are
part of an issue offered to the public shall not be  considered  the making of a
loan.                                                                           

           For purposes of the  investment  restrictions  described  above,  the
issuer of a tax-exempt  security is deemed to be the entity  (public or private)
ultimately  responsible  for the payment of the principal of and interest on the
security. For purposes of Investment  Restriction No. 7 industrial  developments
bonds,   where  the  payment  of   principal   and   interest  is  the  ultimate
responsibility of companies within the same industry, are grouped together as an
"industry".                                                                     

           In the event the Vista  Portfolio  were ever to redeem its investment
in  Growth  &  Income  and the  Investment  Adviser  were to  manage  the  Vista
Portfolio's assets directly (or delegate such management to a sub-adviser),  the
Vista Portfolio would be subject to the above-described  fundamental  investment
policies.  If the Vista  Portfolio  were to redeem  its  investment  in Growth &
Income and invest in another investment  company,  the shareholders of the Vista
Portfolio  would be asked to approve the adoption of the investment  policies of
such  investment  company to the extent  necessary or  appropriate  to allow the
Vista Portfolio to make such investment.                                        

MANAGEMENT OF THE FUND

The Fund                                                                        

Directors and Officers

The directors and executive officers of the Fund and their principal occupations
for at least the last five years are set forth below:                           

                                                        [Enlarge/Download Table]

                                                                                                                           
Name, Relationship with                                Principal Occupation                                                
the Fund, and Address                                   Past Five Years                                                    

Rex Jennings                                            President Emeritus, Denver Metro Chamber                           
Director2                                              of Commerce (since 1987)                                            

Richard P. Koeppe, Ph.D.                                Retired Superintendent,                                            
Director3                                              Denver Public Schools (1988 - 1990)                                 

Douglas L. Wooden                                      Great-West Life & Annuity Insurance                                 
Director1 5                                             Company:  Senior Vice-President, Financial                         
                                                        Services (since 1996);  Senior Vice-President,                     
                                                        Chief Financial Officer        (1991-1996)                         

James D. Motz                                           Great-West Life & Annuity Insurance                                
Director1 5                                             Company:  Senior Vice-President, Employee Benefits                 
                                                        Operations (since 1991); Vice-President, Group                     
                                                        (1983-1990)                                                        

Sanford Zisman                                          Attorney, Zisman & Ingraham, P.C.                                  
Director4                                                                                                                  

Glen R. Derback                                         Great-West Life & Annuity Insurance                                
Treasurer, Principal                                    Company:  Vice-President, Financial                                
Financial and Accounting Officer1 5                     Control (since 1984);                                              

Beverly A. Byrne                                        Great-West Life & Annuity Insurance                                
Secretary1 5                                            Company: Assistant Vice-President and Associate                    
                                                        Counsel (since 1997); Assistant Counsel (1993 -                    
                                                        1997); Attorney (1988-1993)                                        

--------------------------------                                                                                           

1          Interested person as defined in the Investment Company  Act of 1940 and affiliated person of Investment Adviser.
2          12501 East Evans Circle, Unit C, Aurora Colorado 80014                                                          
3          8679 East Kenyon Avenue, Denver, Colorado  80237                                                                
4          3773 Cherry Creek North Drive, Suite 250, Denver, Colorado 80209.                                               
5          Great-West Life & Annuity Insurance Company, 8515 E. Orchard Road, Englewood, Colorado 80111.                   

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                                            Compensation

           The Fund pays no salaries or  compensation  to any of its officers or
directors  affiliated  with GW Capital or its  affiliates.  The chart below sets
forth  the  annual  fees  paid or  expected  to be  paid  to the  non-interested
directors and certain other information.                                        

                                                        [Enlarge/Download Table]

---------------------------------- --------------------------------- ---------------------------------- ----------------------------
                                             R.P. Koeppe                        R. Jennings                        S. Zisman        
---------------------------------- --------------------------------- ---------------------------------- ----------------------------
---------------------------------- --------------------------------- ---------------------------------- ----------------------------

Compensation Received from the                                                                                                      
                                                                                                                                    
Fund*                                          $ 8,500                            $ 8,500                           $ 8,500         

---------------------------------- --------------------------------- ---------------------------------- ----------------------------
---------------------------------- --------------------------------- ---------------------------------- ----------------------------
Pension or Retirement Benefits                                                                                                      
Accrued as Fund Expense*                         $ 0                                $ 0                               $ 0           
---------------------------------- --------------------------------- ---------------------------------- ----------------------------
---------------------------------- --------------------------------- ---------------------------------- ----------------------------

Total Compensation Received from                                                                                                    
the Fund and All Affiliated                    $ 16,500                          $ 16,500                           $ 16,500        
Funds**                                                                                                                             

---------------------------------- --------------------------------- ---------------------------------- ----------------------------

*          Estimated for current Fiscal Year                                    
**         As of January 31,                                                    

           1998  there  were  forty  funds  for  which  the  directors  serve as
           directors or Trustees,  of which  thirty-four  are  Portfolios of the
           Fund.  The  total  compensation  paid  is  comprised  of  the  amount
           estimated  to be paid  during the Fund's  current  fiscal year by the
Fund and its affiliated investment companies.             

          All of the  shares  of the  Portfolio  are owned by  FutureFunds  II a
    separate account of Great-West Life & Annuity Insurance Company.

The Investment Adviser of the Fund                                            

           The information  that follows  supplements  the information  provided
about  the  Investment  Adviser  under  the  caption  "Management  of the Fund -
Investment Adviser of the Fund" in the Prospectus.                              

           GW Capital Management,  LLC (the "Investment  Adviser") serves as the
investment  adviser to the Fund  pursuant to an  Investment  Advisory  Agreement
dated  April 1, 1982 with the Fund.  The  Investment  Adviser is a wholly  owned
subsidiary of GWL&A which in turn is a wholly owned  subsidiary  of  Great-West.
Great-West is a 99.4% owned subsidiary of Great-West  Lifeco Inc., which in turn
is an 86.4%  subsidiary of Power  Financial  Corporation,  Montreal,  Quebec.  A
majority of the common stock of Power  Financial  Corporation is owned by 171263
Canada Inc. 171263 Canada Inc. is a wholly owned subsidiary of Power Corporation
of Canada, which, in turn, is controlled by a Canadian investor, Paul Desmarais,
and his associates.                                                             

           The Investment Advisory Agreement,  as amended, was considered by the
Fund's Board of  Directors,  including a majority of the  Directors  who are not
"interested  persons"  (as defined in the  Investment  Company Act of 1940),  on
November 1, 1997. The Agreement will remain in effect until November 1, 1998 and
will continue in effect from year to year if approved  annually (a) by the Board
of Directors of the Fund or by a majority of the outstanding shares of the Fund,
including a majority of the outstanding  shares of each portfolio,  and (b) by a
majority of the  Directors  who are not parties to such  contract or  interested
persons of any such party. The agreement is not assignable and may be terminated
without  penalty on 60 days' written  notice at the option of either party or by
the vote of the shareholders of the Fund.                                       

           While the Investment Adviser is at all times subject to the direction
of the  Board of  Directors  of the  Fund,  the  Investment  Advisory  Agreement
provides  that  the  Investment  Adviser,  subject  to  review  by the  Board of
Directors,  is  responsible  for  the  actual  management  of the  Fund  and has
responsibility  for  making  decisions  to  buy,  sell or  hold  any  particular
security.  The Investment  Adviser provides the portfolio managers for the Fund.
Such  managers  consider  analysis  from  various  sources,  make the  necessary
investment decisions and effect transactions accordingly. The Investment Adviser
also is obligated to perform certain  administrative and management services for
the Fund and is obligated to provide all the office space, facilities, equipment
and personnel necessary to perform its duties under the Agreement.  With respect
to the Vista Portfolio, because all the Vista Portfolio's investible assets will
be invested in Growth & Income,  the investment  adviser to Growth & Income will
"in effect"  manage the Vista  Portfolio  in  accordance  with Growth & Income's
stated  investment  objectives  and policies,  making  investment  decisions for
Growth & income  and  placing  orders  to buy and sell  securities  on behalf of
Growth  &  Income.   GW  Capital  will  be   responsible   for   accounting  and
administration of the Vista Portfolio only.                                     

Fees                                                

           For the year ended October 31, 1997, the Investment  Adviser has been
paid $ 597,408 for the services it provides to                                  

the Vista Portfolio.                                                            

The Growth and Income Portfolio                                                 
("Growth & Income")                                                             

Trustees and Officers                                               

           The  Trustees and officers  and their  principal  occupations  for at
least the past five years are set forth  below.  Their  titles  may have  varied
during that period.  Asterisks  indicate  those  Trustees and officers  that are
"interested  persons" (as defined in the 1940 Act).  Unless otherwise  indicated
below,  the  address of each  officer  other than the  Chairman  is 6 St.  James
Avenue, Suite 900, Boston, Massachusetts.                                       

FERGUS REID, III - Chairman and Trustee. Chairman of the Board of Trustees of   
Mutual Fund Group and Mutual Fund Trust.  Chairman and Chief Executive Officer, 
Lumelite Corporation, since September 1985; Trustee, Morgan Stanley Funds.      
Address:  202 June Road, Stamford, Connecticut                                  

06903.  Age:  65                                                                

H. RICHARD VARTABEDIAN* - Trustee and President. Consultant, Republic Bank of   
New York; formerly, Senior Investment Officer, Division Executive of the        
Investment Management Division of The Chase Manhattan Bank, N.A., 1980 through  
1991.  Address:  P.O. Box 296, Beach Road, Hendrick's Head, Southport,          
Maine 04576.                                                                    

Age:  61                                                                        

WILLIAM J. ARMSTRONG - Trustee.  Vice President and Treasurer Ingersoll-Rand    
Company.  Address: 49 Aspen Way, Upper Saddle River, New Jersey 07458; Age: 55. 

JOHN R.H. BLUM -  Trustee. Attorney in private practice; formerly partner in the
law firm of Richards, O'Neil & Allegaert; Commissioner of Agriculture, State of 
Connecticut 1992-1995. Address: 332 Main Street, Lakeville, Connecticut 06039;  
Age: 68                                                                         

STUART W. CRAGIN, JR. - Trustee.  Retired; formerly, President, Fairfield       
Testing Laboratory, Inc.  He has previously served in a variety of marketing,   
manufacturing and general management positions with Union Camp Corp., Trinity   
Paper & Plastics Corp., and Conover Industries.  Address:108 Valley Road, Cos   
Cob, Connecticut 06807.  Age:  64                                               

ROLAND R. EPPLEY, JR. - Trustee.  Retired; formerly President and Chief         
Executive Officer, Eastern States Bankcard Association Inc. (1971-1988);        
Director, Janel Hydraulics, Inc.; formerly Director of The Hanover Funds, Inc.  
Address: 105 Coventry Place, Palm Beach Gardens, Florida 33418; Age: 65.        

JOSEPH J. HARKINS* -  Trustee. Retired; Commercial Sector Executive and         
Executive Vice President of The Chase Manhattan Bank, N.A. from 1985 through    
1989.  He was employed by Chase in numerous capacities as an officer from 1954  
through 1989. Director of Blessings Corporation, Jefferson Insurance Company of 
New York, Monticello Insurance Company and National. Address: 257 Plantation    
Circle South, Ponte Verde Beach, Florida 32082; Age: 65.                        

SARAH JONES* - Trustee.                                                         
President and Chief Operating                                                   
Officer of Chase Manhattan Funds                                                
Corp.; formerly Managing                                                        
Director for the Global Asset                                                   
Management and Private Banking                                                  
Division of The Chase Manhattan                                                 
Bank.  Address:  One Chase                                                      
Manhattan Plaza, 3rd Fl., New                                                   
York, NY 10081;  Age: 46.                                                       

W.D. MACCALLAN - Trustee. Director of The Adams Express Co. and Petroleum &     
Resources Corp.; formerly Chairman of the Board and Chief Executive Officer of  
The Adams Express Co. and Petroleum & Resources Corp.;formerly Director of The  
Hanover Funds, Inc. and The Hanover Investment Funds, Inc.  Address: 624 East   
45th Street Savannah, Georgia 31405;   Age: 70.                                 

W. PERRY NEFF* -  Trustee. Independent Financial Consultant; Director of North  
America Life Assurance Co., Petroleum & Resources Corp. and The Adams Express   
Co.; formerly Director and Chairman of The Hanover Funds Inc.; formerly         
Director, Chairman and President of The Hanover Investments Funds Inc.          
Address: RR 1 Box 102, Weston, Vermont 05181; Age: 70                           

LEONARD M. SPALDING, JR.* - Trustee.  Executive Vice President and Chief        
Executive Officer for Chase Mutual Funds, Corp.;  President and Chief Executive 
Officer of Vista Capital Management in 1993; Chief Investment Executive of The  
Chase Manhattan Private Bank.  Address:  2025 Lincoln Park Road, Springfield, KY
40069;  Age: 62                                                                 

DR. RICHARD E. TEN HAKEN - Trustee.  Former District Superintendent of Schools, 
Monroe No.2 and Orleans Counties, New York; Chairman of the Board and President,
New York State Teachers' Retirement System.  Address:  4 Barnfield Road,        
Pittsfield, New York 14534.  Age:  63                                           

IRVING L. THODE - Trustee. Retired; formerly Vice President of Quotron Systems. 
He has previously served in a number of executive positions with Control    
Data Corp., including President of its Latin American Operations, and General   
Manager of its Data Services business. Address:  80 Perkins Road, Greenwich,    
Connecticut 06830. Age:  66                                                     

MARTIN R. DEAN - Treasurer. Associate Director, accounting Services, BISYS Fund 
Services;formerly Senior Manager, KPMG Peat Marwick (1987-1994).                
Address:  3435 Stelzer Road, Columbus, OH 43219.  Age:  33.                     

LEE SCHULTHEIS - Assitant Treasurer and Assistant Secretary. President, BISYS   
Fund Distributors; formerly Managing Director, Forum Financial Group.           
Address:  One Chase Manhattan Plaza, Third Floor, New York, New York 10081.     
Age:41.                                                                         

W. ANTHONY TURNER - Secretary. Senior Vice President and Regional Client        
Executive, BISYS Fund Services; formerly Senior Vice President, First Union     
Brokerage Services, Inc. and Senior Vice President NationsBank                  
Address:  125 W. 55th Street, New York, New York 10019.  Age:  37.              

* Interested person as defined under the 1940 Act. Mr. Reid is not an interested
person of Growth & Income's investment advisor or principal underwriter, but may
be deemed an  interested  person of Growth & Income solely by reason of being an
officer of Growth & Income.                                                     

           The Board of Trustees of the Trust presently has an Audit  Committee.
The members of the Audit Committee are Messrs. Ten Haken (Chairman),  Armstrong,
Eppley, MacCallan and Thode. The function of the Audit Committee is to recommend
independent  auditors and monitor  accounting and financial  matters.  The Audit
Committee met two times during the fiscal year ended October 31, 1997.          

           The board of Trustees has  established an Investment  Committee.  The
members of the Investment Committee are Messrs.  Vartabedian  (President),  Reid
and  Spalding.  The  function  of the  Investment  Committee  is to  review  the
investment management process of Growth & Income.                               

           The  Trustees and  officers of Growth & Income  appearing  above also
serve in the same  capacities  with  respect to Mutual Fund  Group,  Mutual Fund
Trust, Mutual Fund Variable Annuity Trust, Mutual Fund Select Group, Mutual Fund
Select Trust, Capital Growth Portfolio and International Equity Portfolio.      

The Investment Adviser of Growth                                                
& Income                                                

           The Chase  Manhattan  Bank  ("Chase")  manages the assets of Growth &
Income  pursuant to an  investment  advisory  agreement,  dated May 6, 1996 (the
"Advisory  Agreement").  Subject to such  policies as the Board of Trustees  may
determine, Chase makes investment decisions for Growth & Income. Pursuant to the
terms of the  Advisory  Agreement,  Chase  provides  Growth & Income  with  such
investment  advice  and  supervision  as  it  deems  necessary  for  the  proper
supervision  of  Growth &  Income's  investments.  Chase  continuously  provides
investment  programs and determines from time to time what  securities  shall be
purchased,  sold or exchanged and what portion of Growth & Income's assets shall
be  held  uninvested.  Chase  furnishes,  at  its  own  expense,  all  services,
facilities and personnel  necessary in connection  with managing the investments
and effecting  portfolio  transactions  for Growth & Income.  The other expenses
attributable to, and payable by Growth & Income, are described under "Investment
Adviser of Growth & Income Portfolio" in the Prospectus.  The Advisory Agreement
for  Growth & Income  will  continue  in  effect  from year to year only if such
continuance is specifically  approved at least annually by the Board of Trustees
or by vote of a majority of Growth & Income's outstanding voting securities and,
in either  case,  by a  majority  of the  Trustees  who are not  parties  to the
Advisory  Agreement or interested persons of any such party, at a meeting called
for the purpose of voting on such Advisory Agreement.                           

       Under the  Advisory  Agreement,  Chase  may  delegate  a  portion  of its
responsibilities to a sub-adviser.  In addition, the Advisory Agreement provides
that Chase may render services through its own employees or the employees of one
or more affiliated  companies that are qualified to act as an investment adviser
of Growth & Income and are under the common control of Chase as long as all such
persons are  functioning  as part of an organized  group of persons,  managed by
authorized officers of Chase.                                                   

       Chase has entered into an investment  sub-advisory  agreement dated as of
May 6, 1996 with Chase  Asset  Management,  Inc.  ("CAM").  With  respect to the
day-to-day management of Growth & Income, under the sub-advisory agreement,  CAM
makes decisions  concerning,  and places all orders for,  purchases and sales of
securities and helps maintain the records  relating to such purchases and sales.
CAM may, in its discretion,  provide such services  through its own employees or
the employees of one or more  affiliated  companies that are qualified to act as
an investment adviser to Growth & Income under applicable laws and are under the
common control of Chase;  provided that (i) all persons, when providing services
under the sub-advisory agreement,  are functioning as part of an organized group
of persons,  and (ii) such organized group of persons is managed at all times by
authorized  officers of CAM. This  arrangement will not result in the payment of
additional fees by Growth & Income.                                             

       Pursuant to the terms of the Advisory  Agreement and CAM's agreement with
Chase,  Chase and CAM are permitted to render services to others.  Each advisory
agreement is terminable  without  penalty by Growth & Income on not more than 60
days, nor less than 30 days, written notice when authorized either by a majority
vote of Growth & Income's  investors  or by a vote of a majority of the Board of
Trustees  of Growth & Income,  or by Chase or CAM on not more than 60 days,  nor
less than 30 days, written notice, and will automatically terminate in the event
of its  "assignment"  (as  defined in the 1940  Act).  The  advisory  agreements
provide that Chase or CAM under such agreement shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any  investment  or
for any act or omission in the execution of portfolio  transactions for Growth &
Income,  except for willful  misfeasance,  bad faith or gross  negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties thereunder.                                                          

       Under the Advisory Agreement, Chase may utilize the specialized portfolio
skills of all its various  affiliates,  thereby  providing  Growth & Income with
greater  opportunities and flexibility in accessing investment  expertise.  With
respect to Growth & Income,  the equity research team of Chase looks for two key
variables when analyzing stocks for potential  investment by equity  portfolios:
value and momentum.  To uncover these qualities,  the team uses a combination of
quantitative  analysis,  fundamental  research and computer  technology  to help
identify undervalued stocks.                                                    

       Chase, a wholly-owned  subsidiary of The Chase Manhattan  Corporation,  a
registered bank holding  company,  is a commercial bank offering a wide range of
banking and  investment  services to customers  throughout the United States and
around the world.  The Chase Manhattan  Corporation is the entity resulting from
the merger of The Chase Manhattan  Corporation into Chemical Banking Corporation
on March 31, 1996.  Chemical Banking Corporation was thereupon renamed The Chase
Manhattan Corporation. Also included among Chase's accounts are commingled trust
funds  and a broad  spectrum  of  individual  trust  and  investment  management
portfolios. These accounts have varying investment objectives.                  

       CAM is a wholly-owned  operating  subsidiary of Chase.  CAM is registered
with the  Securities  and  Exchange  Commission  as an  investment  adviser  and
provides  discretionary  investment advisory services to institutional  clients,
and the same  individuals who serve as portfolio  managers for CAM also serve as
portfolio managers for Chase.                                                   

           In  consideration  of the services  provided by Chase pursuant to the
Advisory Agreement, Growth & Income pays an investment advisory fee computed and
paid monthly based on a rate equal to .40%.  of Growth & Income's  average daily
net assets,  on an annualized  basis for Growth & Income's  then-current  fiscal
year.  However,  Chase  may  voluntarily  agree to waive a  portion  of the fees
payable to it on a month-to-month basis. For its services under its sub-advisory
agreement,  CAM will be entitled to receive such compensation,  payable by Chase
out of its advisory fee, as is described in the prospectus.                     

The Growth & Income Administrator                                               

           Pursuant to an Administration Agreement, dated November 15, 1993 (the
"Administration  Agreement"),  Chase serves as administrator of Growth & Income.
Chase provides  certain  administrative  services to Growth & Income,  including
among other responsibilities, coordinating the negotiation of contracts and fees
with,  and the  monitoring  of  performance  and billing  of,  Growth & Income's
independent  contractors and agents;  preparation for signature by an officer of
Growth & Income of all documents required to be filed for compliance by Growth &
Income with applicable  laws and  regulations  excluding those of the securities
laws of various  states;  arranging for the  computation  of  performance  data,
including net asset value and yield;  responding to shareholder  inquiries;  and
arranging  for the  maintenance  of books and  records  of  Growth & Income  and
providing,  at its own  expense,  office  facilities,  equipment  and  personnel
necessary  to  carry  out its  duties.  The  administrator  does  not  have  any
responsibility  or  authority  for  the  management  of  Growth  &  Income,  the
determination  of  investment  policy,  or  for  any  matter  pertaining  to the
distribution of shares of Growth & Income or the Vista Portfolio.               

           Under the  Administration  Agreement,  Chase  renders  administrative
services to others.  The  administration  agreement will continue in effect from
year to year  with  respect  to  Growth &  Income  only if such  continuance  is
specifically approved at least annually by the Board of Trustees or by vote of a
majority of Growth & Income's outstanding voting securities and, in either case,
by a  majority  of the  Trustees  who  are  not  parties  to the  administration
agreement of "interested person" (as defined in the 1940 Act) or any such party.
The  administration  agreement  is  terminable  without  penalty by the Trust on
behalf of Growth & Income on 60 days written notice when authorized  either by a
majority  vote of Growth & Income's  shareholders  or by a vote of a majority of
the  Board  of  Trustees,  including  a  majority  of the  Trustees  who are not
interested  persons  (as  defined  in the 1940 Act)  Growth & Income,  or by the
Administrator on 60 days written notice, and will automatically terminate in the
event of its  assignment  (as  defined  in the  1940  Act).  The  administration
agreement also provides that neither Chase nor its personnel shall be liable for
any  error of  judgment  or  mistake  of law or for any act or  omission  in the
administration or management of Growth & Income, except for willful misfeasance,
bad faith or gross  negligence in the  performance  of its or their duties or by
reason of reckless  disregard of its or their  obligations  and duties under the
administration agreements.                                                      

           In addition, the administration agreement provides that, in the event
the operating  expenses of Growth & Income,  including all investment  advisory,
administration and sub-administration  fees, but excluding brokerage commissions
and fees, taxes, interest and extraordinary expenses such as litigation, for any
fiscal year exceed the most restrictive expense limitation  applicable to Growth
& Income imposed by the securities  laws or regulations  thereunder of any state
in which the  shares of Growth & Income or Vista  Portfolio  are  qualified  for
sale,  as such  limitations  may be raised or lowered  from time to time,  Chase
shall reduce its administration fee (which fee is described below) to the extent
of its share of such excess  expenses.  The amount of such reduction to be borne
by Chase shall be deducted from the monthly administration fee otherwise payable
to Chase during such fiscal year;  and if such amounts should exceed the monthly
fee,  Chase  shall pay to Growth & Income its share of such  excess  expenses no
later than the last day of the first month of the next succeeding fiscal year.  

           In  consideration  of the  services  provided  Chase  pursuant to the
administration agreement, Chase receives from Growth & Income a fee computed and
paid monthly at an annual rate equal to 0.05% of Growth & Income's average daily
net assets,  on an annualized  basis for Growth & Income's  then-current  fiscal
year.  Chase may  voluntarily  waive a portion  of the fees  payable  to it with
respect to Growth & Income on a month-to-month basis.                           

           For the fiscal  years ended  October 31, 1994,  1995,  1996 and 1997,
Chase,  was paid or accrued the following  administration  fees and  voluntarily
waived the  amounts in  parentheses  following  such fees:  $600,633;  $851,900,
$971,251 and $1,234,733.                                                        

PURCHASE AND REDEMPTION OF SHARES                                               

           As of October 31, 1997, 100% of the 81,406,422  outstanding shares of
the Vista Portfolio were held of record by FutureFunds II Series Account.       

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CALCULATION OF YIELD                                                

           As  summarized  in the  Prospectus  under  the  heading  "Performance
Related Information", yields of this Portfolio will be computed by annualizing a
recent month's net investment  income,  divided by a Portfolio share's net asset
value on the last trading day of that month  multiplied by the average number of
outstanding   shares  for  the  period.   Net  investment  income  will  reflect
amortization of any market value premium or discount of fixed income  securities
and may include recognition of a pro rata portion of the stated dividend rate of
dividend paying portfolio securities. The yields of the Portfolio will vary from
time to time  depending  upon  market  conditions  and  the  composition  of the
Portfolio.  Yield should also be considered  relative to changes in the value of
the  shares of the  Portfolio  and to the  relative  risks  associated  with the
investment objectives and policies of the Portfolio.  Below is an example of the
yield calculation for the Portfolio.                                            

Maxim Vista Growth & Income                                                 
Portfolio                                               

           The  following  is an  example  of  the  yield  calculation  for  the
Portfolio based on a 30-day period ending October 31, 1997.                     

Formula:   YIELD  =  2[(a-b)/cd                                                 
+ 1)6-1]                                                                        

         Where:    a = net investment income earned during the period by the
                       portfolio company attributable to shares owned by the
sub-account.                  

                     b = expenses accrued for the period(net of reimbursements).

            c = the average daily number of accumulation units
outstanding during the period.

                 d = the maximum offering price per accumulation unit on
the last day of the period    

Yield as of October 31, 1997:                             

a =     39,792.07                     
b = 60,473.86                         
c = 80,543,017.51                     
d =          1.658930                 

Therefore, 1 month yield as of October 31, 1997 is -0.19%.                      

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CALCULATION OF TOTAL RETURN                                               

           As  summarized  in the  Prospectus  under  the  heading  "Performance
Related  Information",  total  return is a measure  of the change in value of an
investment in a Portfolio over the period  covered,  which assumes any dividends
or capital gains  distributions  are  reinvested in that  Portfolio  immediately
rather  than paid to the  investor in cash.  The  formula for total  return used
herein includes four steps:  (1) adding to the total number of shares  purchased
by a hypothetical $1,000 investment in the Portfolio all additional shares which
would have been purchased if all dividends and distributions paid or distributed
during the period had been immediately reinvested;  (2) calculating the value of
the  hypothetical  initial  investment  of $1,000 as of the end of the period by
multiplying the total number of shares owned at the end of the period by the net
asset  value per  share on the last  trading  day of the  period;  (3)  assuming
redemption  at the end of the period and  deducting  any  applicable  contingent
deferred sales charge;  and (4) dividing this account value for the hypothetical
investor by the initial $1,000  investment.  Total return will be calculated for
one year, five years and ten years or some other relevant periods if a Portfolio
has not been in  existence  for at least ten  years.  Below is an example of the
total return calculation for the Portfolio.                                     

MAXIM VISTA GROWTH & INCOME                                               
PORTFOLIO                                               
TOTAL RETURN PERFORMANCE                                                

FORMULA:  P(1+T)N = ERV                                                         

WHERE:                                                                          

T = Average annual total return.                          

      N =       The number of years including portions of years, where
                  applicable, for which the performance is being measured.

       ERV =     Ending redeemable value of a hypothetical $1.00 payment
 made at the inception of the portfolio.

        P =       Opening redeemable value of a hypothetical $1.00 payment
 made at the inception of the portfolio.

The above formula can be restated to solve for T as follows:                    

T = [ERV/P)1/N] -1                    

One year total return as of October 31, 1997:                                   

ERV = 1.91127                                             

N = 1.00                                                  

P = 1.47799                                               

Therefore, total return as of October 31, 1997 is 29.31%.                       

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Price Make-up Sheet                                               
Maxim Vista Growth & Income                                                 
Portfolio                                               

                          Period Ended 10/31/97         Per Share Amount

Undistributed Net Income -                                                      
Beginning of Year$              22,966                                          

Dividend Income                1,815,091                                        

Interest Income                     0                                           

Operational Expenses             597,408                                        

Net Investment Income           1,217,683                                       

Dividend Distribution                                                           
-  End of Year                  1,241,911                                       

Undistributed Net Investment                                                    
Income -End of Year                                                             

(1,262) 

Net Realized Gain(Loss) on                                                      
Investments - Beginning of Year                                                 

 6,631,434

Net Realized Gain(Loss) on                                                      
Investments End of Year                                                         

16,621,457  

Distribution from Net                                                           
Realized Gain                                                                   

6,631,434 

Accumulated Undistributed Net                                                   
Realized Gain(Loss)                                                             
on Investments                                                                  

16,621,457
0.2042                                                                          

Net Unrealized Appreciation                                                     
(Depreciation) on Investments                                                   

                                        18,480,037
0.2270              

Capital Stock at Par                                                            
8,140,642             
                                                0.1000

Additional Paid-In Capital                                                      
91,812,742          
                                                        1.1278

Net Assets                                                                      
135,053,656         
                                                        1.6590

Shares Outstanding                                                              
81,406,422            

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PART B

FINANCIAL STATEMENTS

MAXIM SERIES FUND, INC.             
 MAXIM VISTA GROWTH & INCOME PORTFOLIO

         Financial Statements and Financial Highlights
               for the Years Ended Ended October 31, 1997 and 1996

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INDEPENDENT AUDITORS' REPORT                                                    

To the Board of Directors and Stockholders of                                   
Maxim Series Fund, Inc.:                                                        

We have audited the  accompanying  statement of assets and  liabilities of Maxim
Vista Growth & Income  Portfolio  of Maxim  Series Fund,  Inc. as of October 31,
1997,  the related  statement of operations for the year ended October 31, 1997,
and the statements of changes in net assets and the financial highlights for the
years ended  October 31, 1997 and 1996,  and the period from  December  21, 1994
(inception)  to October 31,  1995.  These  financial  statements  and  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.                                                            

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
October 31, 1997 and 1996, by correspondence with the custodian and brokers, and
the application of alternative  auditing  procedures when confirmations were not
received.  An audit also includes  assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.                                               

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material respects, the financial position of Maxim Vista Growth &
Income  Portfolio of Maxim Series Fund, Inc. at October 31, 1997, the results of
its  operations  for the year then ended,  and the changes in net assets and the
financial  highlights  for the years ended  October  31, 1997 and 1996,  and the
period from  December 21, 1994  (inception)  to October 31, 1995,  in conformity
with generally accepted accounting principles.                                  

December 10, 1997                                                               

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MAXIM SERIES FUND INC.                                                          

                                                        [Enlarge/Download Table]

STATEMENT OF ASSETS AND LIABILITIES                                                            
OCTOBER 31, 1997                                                                               
-----------------------------------------------------------------------------------------------

                                                                               MAXIM VISTA     
                                                                                  GROWTH       
                                                                                 & INCOME      
                                                                                PORTFOLIO      
                                                                            -------------------
ASSETS:                                                                                        
                                                                                               
Investment in Hub - Growth and Income Portfolio, at value                $      135,123,323    
Receivable for investments sold                                                     132,385    
                                                                            -------------------
       Total assets                                                             135,255,708    
                                                                            -------------------

LIABILITIES:                                                                                   
    Payable for redemptions                                                         139,650    
    Other liabilities                                                                62,442    
                                                                            -------------------
       Total liabilities                                                            202,092    
                                                                            -------------------

NET ASSETS                                                               $      135,053,616    
                                                                            ===================

NET ASSETS REPRESENTED BY:                                                                     
  Capital stock, $.10 par value                                          $        8,140,642    
  Additional paid-in capital                                                     91,812,742    
  Net unrealized appreciation on investments                                     18,480,037    
  Undistributed net investment income                                                (1,262)   
  Accumulated undistributed net realized gain on investments                     16,621,457    
                                                                            -------------------

NET ASSETS                                                               $      135,053,616    
                                                                            ===================

NET ASSET VALUE PER OUTSTANDING SHARE                                    $          1.6590     
                                                                            ===================

SHARES OF CAPITAL STOCK:                                                                       
  Authorized                                                                    100,000,000    
  Outstanding                                                                    81,406,422    

See notes to financial statements.                                              

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MAXIM SERIES FUND INC.                                                                         

STATEMENT OF OPERATIONS                                                                        
FOR THE YEAR ENDED OCTOBER 31, 1997                                                            
-----------------------------------------------------------------------------------------------

                                                                               MAXIM VISTA     
                                                                                  GROWTH       
                                                                                 & INCOME      
                                                                                PORTFOLIO      
                                                                            -------------------
INVESTMENT INCOME:                                                                             
                                                                                               
  Investment income allocated from Hub portfolio                         $        2,346,283    
  Expenses allocated from Hub portfolio                                            (531,192)   
                                                                            -------------------
      Total investment income                                                     1,815,091    
                                                                            -------------------

EXPENSES:                                                                                      
  Advisory fees                                                                     597,408    
                                                                            -------------------
      Total expenses                                                                597,408    
                                                                            -------------------

NET INVESTMENT INCOME                                                             1,217,683    
                                                                            -------------------

REALIZED AND UNREALIZED GAIN  ON INVESTMENTS:                                                  
  Net realized gain on investments                                               16,621,457    
  Change in net unrealized appreciation on investments                           10,136,096    
                                                                            -------------------
    Net change in realized and unrealized appreciation on investments            26,757,553    
                                                                            -------------------

NET INCREASE IN NET ASSETS RESULTING                                                           
     FROM OPERATIONS                                                     $       27,975,236    
                                                                            ===================


See notes to financial statements.                                              

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MAXIM SERIES FUND, INC.                                                                        

STATEMENT OF CHANGES IN NET ASSETS                                                             
FOR THE YEAR ENDED OCTOBER 31, 1997 AND 1996                                                   
-----------------------------------------------------------------------------------------------

                                                              MAXIM VISTA GROWTH & INCOME      
                                                         --------------------------------------
                                                                1997                1996       
                                                         -------------------  -----------------

INCREASE IN NET ASSETS:                                                                        

OPERATIONS:                                                                                    
                                                                                               
  Net investment income                                $     1,217,683      $     1,191,701    
  Net realized gain                                         16,621,457            6,631,434    
  Change in net unrealized appreciation                     10,136,096            3,954,475    
                                                         -------------------  -----------------
    Net increase in net assets resulting from               27,975,236           11,777,610    
operations                                                                                     

DISTRIBUTION TO SHAREHOLDERS:                                                                  
  From net investment income                                (1,241,911)          (1,169,079)   
  From short-term capital gains                             (1,716,872)                   0    
  From long-term capital gain                               (4,914,562)          (1,414,461)   
                                                         -------------------  -----------------
    Total distribution                                      (7,873,345)          (2,583,540)   

SHARE TRANSACTIONS:                                                                            
  Net proceeds from sale of shares                          28,401,339           48,967,765    
  Reinvestment of distributions                              7,873,492            2,583,393    
  Cost of shares redeemed                                   (7,753,385)         (23,718,112)   
                                                         -------------------  -----------------

    Net increase in net assets resulting from share         28,521,446           27,833,046    
transactions                                                                                   
                                                         -------------------  -----------------

    Total increase in net assets                            48,623,337           37,127,116    

NET ASSETS:                                                                                    
  Beginning of period                                       86,430,279           49,403,163    
                                                         -------------------  -----------------
  End of period                                        $   135,053,616      $    86,430,279    
                                                         ===================  =================

OTHER INFORMATION:                                                                             

SHARES:                                                                                        
  Sold                                                      18,800,487           37,282,804    
  Issued in reinvestment of distributions                    5,692,550            2,029,197    
  Redeemed                                                  (5,013,305)         (18,102,506)   
                                                         -------------------  -----------------

    Net increase in shares of beneficial interest           19,479,732           21,209,495    
outstanding                                                                                    

OUTSTANDING SHARES AT:                                                                         
  Beginning of period                                       61,926,690           40,717,195    
                                                         -------------------  -----------------

  End of period                                             81,406,422           61,926,690    

                                                         ===================  =================


See notes to financial statements.                                              

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--------------------------------------------------------------------------------------------------------- 
MAXIM SERIES FUND, INC.                                                                                   

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

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

                                                          Year Ended        Year Ended        Period Ended
                                                         October 31,       October 31,        October 31, 
                                                             1997              1996               1995    

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

Income From Investment Operations                                                                         

Net Investment Income                                        0.0158            0.0219             0.0174  

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

Total Income From Investment Operations                      0.3835            0.2366             0.2307  

Less Distributions                                                                                        

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

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

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

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

Total Return                                                29.33%            20.01%             22.25%   

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

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

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

* Annualized                                                                    

------------------------------------------------------------------------------- 

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MAXIM SERIES FUND, INC.                                                         
MAXIM VISTA GROWTH & INCOME PORTFOLIO                                           

NOTES TO FINANCIAL STATEMENTS                                                   
FOR THE YEARS ENDED OCTOBER 31, 1997 AND 1996                                   
------------------------------------------------------------------------------- 

1.      HISTORY OF THE FUND                                                     

        Maxim Series Fund, Inc. (the Fund) is a Maryland  corporation  organized
        on December 7, 1981 as an open-end management  investment  company.  The
        Maxim   Vista   Growth   &   Income   Portfolio   (the   Portfolio)   is
        non-diversified.  The  Portfolio  commenced  operations  on December 21,
        1994.  Interests in the Portfolio are represented by separate classes of
        beneficial  interest  of the  Fund.  Shares of the Fund are sold only to
        FutureFunds  Series  Account II of Great-West  Life & Annuity  Insurance
        Company (the Company), to fund benefits under variable annuity contracts
        and variable life insurance  policies issued by the Company.  The shares
        are sold at a price equal to the respective net asset value per share of
each class of shares.                                           

        The Fund seeks to achieve  the  investment  objective  of the  Portfolio
        through  the  adoption  of a Hub and Spoke  structure.  Contribution  of
        Portfolio  (i.e.,  the Spoke)  investible funds to the Hub portfolio are
        made in exchange for beneficial  interests in the Hub portfolio of equal
        value.  The  Hub  portfolio  is  the  Growth  and  Income  Portfolio;  a
        non-diversified  open-end  management  investment company organized as a
        trust under the laws of the State of New York and  registered  under the
        Investment Company Act of 1940, as amended.  Financial statements of the
        Hub  portfolio  are  presented   following  the  Portfolio's   financial
statements.                                                     

2.      SIGNIFICANT ACCOUNTING POLICIES                                         

        The following is a summary of the significant accounting policies of the
        Portfolio,  which  are in  accordance  with  the  accounting  principles
generally accepted in the investment company industry:          

Dividends                                                       

        Dividends  from  investment  income of the  Portfolio  are  declared and
        reinvested  quarterly and dividends  from capital gains are declared and
reinvested annually.                                            

Security Valuation                                              

        The  Portfolio's  investment in the Hub portfolio is valued based on the
        daily  reported  net asset  value of the Hub  portfolio.  The  Portfolio
        receives an allocation of investment  income and Hub expenses as well as
        realized and unrealized  gains and losses on a daily basis from the Hub.
      In addition, the Portfolio accrues its own expenses daily as incurred.

Federal Income Taxes                                            

        For federal income tax purposes,  the Portfolio  intends to qualify as a
        regulated  investment  company  under  the  provisions  of the  Internal
        Revenue Code by distributing substantially all of its taxable net income
        (both ordinary and capital gain) to its  shareholders and complying with
        other requirements for regulated investment companies.  Accordingly,  no
provision for federal income taxes has been made.               

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3.      INVESTMENT ADVISORY AGREEMENT                                           

        The Fund had entered  into an  investment  advisory  agreement  with The
        Great-West Life Assurance  Company  through October 31, 1996.  Effective
        November 1, 1996, a wholly-owned  subsidiary of the Company,  GW Capital
        Management,  Inc. serves as investment  advisor. As compensation for its
        services  to the Fund with  respect to the Maxim  Vista  Growth & Income
        Portfolio,  the investment advisor receives monthly  compensation at the
        annual rate of .53% of the  average  daily net assets of the Maxim Vista
Growth & Income Portfolio.                                      

4.      INVESTMENT TRANSACTIONS                                                 

        The  Portfolio's  percentage  interest in the Hub  portfolio is 5.07% at
October 31, 1997.                                                               

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Growth & Income Portfolio                                                       

Shares                Issuer                                               Value

Long-Term Investments--96.4%                                                    

Common Stock--89.1%                 
Aerospace--0.8%                     
300,000               United Technologies, Corp.                     $21,000,000
                                                                     -----------
  Agricultural Production/Services--1.8%
250,000               AGCO Corp.                                       7,250,000
450,000               Case Corp.                                      26,915,625
250,000               Deere & Co.                                     13,156,250
                                                                      ----------
                                                                      47,321,875
Airlines--1.3%                      
300,001               AMR Corp., Delaware*                            34,931,366
                                                                      ----------
Automotive--1.3%                    
245,000               General Motors                                  15,725,938
401,000               Lear Corp.*                                     19,273,063
                                                                      ----------
                                                                      34,999,001
Banking--6.4%                       
450,000               BankAmerica Corp.                               32,175,000
325,000               Comerica, Inc.                                  25,695,313
410,000               First Union Corp.                               20,115,625
325,000               NationsBank Corp.                               19,459,375
500,000               Norwest Corp.                                   16,031,250
65,000                Signet Banking Corp.                             3,497,813
175,000               U.S. Bancorp                                    17,795,312
500,000               Washington Mutual Inc.                          34,218,750
                                                                      ----------
                                                                     168,988,438
Broadcasting--1.6%                  
206,000               Clear Channel Communications, Inc.*             13,596,000
500,000               Comast Corp., Special Class A                   13,750,000
645,341               Tele-Communications, TCI Group, Class A*        14,802,509
                                                                      ----------
                                                                      42,148,509
Business Services--0.5%             
450,000               Equifax, Inc.                                   13,978,125
                                                                      ----------
Chemicals--2.1%                     
450,000               Dow Chemical Co.                                40,837,500
250,000               duPont (EI) deNemours                           14,218,750
                                                                      ----------
                                                                      55,056,250

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

Computer Software--2.1%             
150,000               Cisco Systems, Inc.*                           $12,304,680
550,000               Computer Associates International               41,009,375
35,000                McAfee Associates, Inc.*                         1,741,250
                                                                       ---------
                                                                      55,055,305
Computers/Computer Hardware--4.9%   
387,500               Compaq Computer Corp.*                          24,703,125
650,000               EMC Corp., Mass.*                               36,400,000
338,000               International Business Machines Corp.           33,145,125
280,000               Storage Technology Corp.*                       16,432,500
600,000               Sun Microsystems, Inc.*                         20,550,000
                                                                      ----------
                                                                     131,230,750
Construction Machinery--0.8%        
400,000               Caterpillar, Inc.                               20,500,000
                                                                      ----------
Consumer Products--2.2%             
275,000               Avon Products, Inc.                             18,012,500
200,000               Colgate-Palmolive Co.                           12,950,000
725,000               Philip Morris Companies, Inc.                   28,728,125
                                                                      ----------
                                                                      59,690,625
Diversified--4.2%                   
   95,500             American Standard Companies, Inc.*               3,414,125
1,200,000             BTR Ltd. PLC, ADR (United Kingdom)              16,359,600
1,000,000             Canadian Pacific, Ltd.                          29,812,500
  930,000             Tyco International Ltd.                         35,107,500
1,000,000             Westinghouse Electric Corp.                     26,437,500
                                                                      ----------
                                                                     111,131,225
  Electronics/Electrical Equipment--1.9%
400,000               Adaptec, Inc.*                                  19,375,000
200,000               Intel Corp.                                     15,400,000
150,000               Texas Instruments                               16,003,125
                                                                      ----------
                                                                      50,778,125
Entertainment/Leisure--4.4%         
900,000               Carnival Corp., Class A                         43,650,000
549,700               GTECH Holdings Corp.*                           17,727,825
269,000               MGM Grand, Inc.*                                11,802,375

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

254,659               Tele-Communications TCI Ventures Group, Ser. A* $5,873,072
400,000               Time Warner, Inc.                               23,075,000
500,000               Viacom, Inc. Class B*                           15,125,000
                                                                      ----------
                                                                     117,253,272
Financial Services--2.5%            
650,000               Federal Home Loan Mortgage Corp.                24,618,750
350,000               Lehman Brothers Holding, Inc.                   16,471,875
550,000               Morgan Stanley, Dean Witter, Discover and Co.   26,950,000
                                                                      ----------
                                                                      68,040,625
Food/Beverage Products--3.1%        
850,000               ConAgra, Inc.                                   25,606,250
1,000,000             PepsiCo., Inc.                                  36,812,500
400,000               Unilever NV, ADR (Netherlands)                  21,350,000
                                                                      ----------
                                                                      83,768,750
  Health Care/Health Care Services--3.2%
401,000               Columbia/HCA Healthcare Corp.                   11,328,250
1,750,000             HEALTHSOUTH Corp.*                              44,734,375
500,000               Tenet Healthcare Corp.*                         15,281,250
530,000               Vencor, Inc.*                                   14,310,000
                                                                      ----------
                                                                      85,653,875
Insurance--4.9%                     
400,000               Allstate Corp.                                  33,175,000
215,750               American International Group                    22,019,984
330,000               Equitable Companies, Inc.                       13,591,875
190,000               Loews Corp.                                     21,220,625
240,000               NAC Re Corp.                                    10,680,000
400,000               Reliastar Financial Corp.                       14,950,000
225,000               Travelers Group, Inc.                           15,750,000
                                                                      ----------
                                                                     131,387,484
Manufacturing--3.6%                 
190,100               Honeywell, Inc.                                 12,938,681
637,500               Ingersoll-Rand Co.                              24,822,656
490,000               Johnson Controls                                21,988,750
300,000               Kennametal Inc.                                 14,550,000
100,000               McDermott International                          3,631,250

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

400,000               Parker Hannifin Corp.                          $16,725,000
                                                                     -----------
                                                                      94,656,337
Metals/Mining--1.9%                 
500,000               Aluminum Co. of America (ALCOA)                 36,500,000
370,000               Newmont Mining Corp.                            12,950,000
                                                                      ----------
                                                                      49,450,000
Office/Business Equipment--1.2%     
400,000               Xerox Corp.                                     31,725,000
                                                                      ----------
Oil & Gas--8.5%                     
600,000               Apache Corp.                                    25,200,000
250,000               British Petroleum PLC, ADR (United Kingdom)     21,937,500
500,000               Coastal Corp.                                   30,062,500
400,000               Dresser Industries, Inc.                        16,850,000
640,000               Halliburton Company                             38,160,000
470,000               Mobil Corp.                                     34,221,875
525,000               Oryx Energy Co.*                                14,470,313
580,000               Texaco, Inc.                                    33,023,750
364,900               USX-Marathon Group                              13,045,175
                                                                      ----------
                                                                     226,971,113
Paper/Forest Products--0.7%         
600,000               Willamette Industries, Inc.                     19,837,500
                                                                      ----------
Pharmaceuticals--4.4%               
350,000               Bristol-Myers Squibb Co.                        30,712,500
575,000               Pharmacia & Upjohn, Inc.                        18,256,250
480,000               Schering-Plough Corp.                           26,910,000
850,000               SmithKline Beecham PLC, ADR (United Kingdom)    40,481,250
                                                                      ----------
                                                                     116,360,000
Pipelines--0.0%                     
25,000                Tubos de Acero de Mexico SA, ADR (Mexico)*         504,688
                                                                         -------
Printing & Publishing--1.4%         
675,000               New York Times Company, Class A                 36,956,250
                                                                      ----------
Real Estate Investment Trust--3.0%  
345,000               Beacon Properties Corp.                         14,533,125
100,000               Boston Properties, Inc.*                         3,200,000

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

190,000               Cali Realty Corp.                               $7,695,000
655,800               Duke Realty Investments, Inc.                   14,755,500
200,000               Equity Office Properties Trust                   6,112,500
280,000               Equity Residential Properties Trust             14,140,000
338,181               Security Capital Industrial Trust                8,306,571
720,000               Security Capital US Realty, ADR (Luxemburg)*    10,152,000
                                                                      ----------
                                                                      78,894,696
Retailing--6.5%                     
640,000               American Stores Co.                             16,440,000
520,000               CVS Corp.                                       31,882,500
450,000               Dayton-Hudson Corp.                             28,265,625
525,000               Federated Department Stores*                    23,100,000
1,155,000             Kroger Co.*                                     37,681,875
350,000               Office Depot, Inc.*                              7,218,750
300,000               Safeway, Inc.*                                  17,437,500
300,000               Tandy Corp.                                     10,312,500
                                                                      ----------
                                                                     172,338,750
Telecommunications--4.2%            
450,000               Bell Atlantic Corp.                             35,943,750
650,000               BellSouth Corp.                                 30,753,125
400,000               Sprint Corp.                                    20,800,000
700,000               WorldCom, Inc.                                  23,537,500
                                                                      ----------
                                                                     111,034,375
Textiles--1.1%                      
300,000               Liz Claiborne, Inc.                             15,206,250
400,000               Unifi, Inc.                                     15,375,000
                                                                      ----------
                                                                      30,581,250
Utilities--2.6%                     
250,000               Centrais Electricas Brasileiras                           
                      SA-Electrobras, ADR (Brazil)                     5,442,400
425,000               CINergy Corp.                                   14,025,000
50,000                Consolidated Edison Co. of New York, Inc.        1,712,500
555,000               FPL Group Inc.                                  28,686,563
550,000               Pinnacle West Capital Corp.                     19,146,875
                                                                      ----------
                                                                      69,013,338

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

                      Total Common Stock                          $2,371,236,897
(Cost $1,780,499,636)               
Convertible Preferred Stock--2.3%   
Airlines--0.4%                      
Continentail Air Finance Trust,     
10,000                  8.50%, 12/01/20                                  945,570
90,000                  8.50%, 12/01/20#                               8,510,130
                                                                       ---------
                                                                       9,455,700
Aerospace--0.1%                     
48,000                Loral Space & Communications, Inc.,                       
                         6.00%, 11/01/06#                              2,932,368
Alternate Energy--0.2%              
86,000                Calenergy Capital Trust II, 6.25%, 02/25/12#     4,411,542
25,000                Calenergy Capital Trust III, 6.50%#              1,213,675
                                                                       ---------
                                                                       5,625,217
Entertainment/Leisure--0.3%         
150,000               Time Warner Financing Trust, Hasbro, $1.24       6,487,500
                                                                       ---------
Insurance--0.2%                     
67,000                American Bankers Insurance Group, 6.25%, Ser. B  5,293,000
                                                                       ---------
Multi-Media--0.1%                   
60,000                Echostar Communications Corp.                             
                         Ser. C, 6.75% 12/31/49                        3,000,000
                                                                       ---------
Paper/Forest Products--0.2%         
125,000               International Paper Capital Corp., 5.25%#        6,136,750
                                                                       ---------
Telecommunications--0.6%            
50,000                AirTouch Communications, 4.25%, 08/16/16         3,000,000
100,000               TCI Pacific Communications Inc., Class A, 5.0%,           
                         7/31/06                                      13,937,500
                                                                      16,937,500

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

Utilities--0.2%                     
102,000               Houston Industries, Inc., 7.00%, 07/01/00       $5,584,500
                                                                      ----------
                      Total Convertible Preferred Stock               61,452,535
(Cost $49,766,002)                  
Warrants--0.0%                      
Real Estate Investment Trust--0.0%  
15,742                Security Capital Group, Class B, 09/18/98           75,758
                                                                          ------
(Cost $0)                           
Principal                                                                       
Amount                                                                          
     Convertible Corporate Notes & Bonds--2.7%
Automotive--0.2%                    
$4,500,000            Magna International Inc., 5.0%,                           
                        10/15/02                                       5,723,460
Computers/Computer Hardware--0.2%   
3,600,000               EMC Corp., 3.25%, 03/15/02#                    4,937,220
                                                                       ---------
Electronics--0.3%                   
7,000,000               Xilinx Inc., 5.25%, 11/01/02#                  6,905,500
                                                                       ---------
Entertainment /Leisure--0.1%        
2,250,000               Family Golf Centers, Inc.# 5.75%,                       
                          10/15/04                                     2,149,695
Environmental Service--0.0%         
1,000,000               USA Waste Services Inc., 4.00%,                         
                          02/01/02                                     1,066,250
Government Issue--0.2%              
5,000,000               Republic of Italy, 5.0%, 06/28/01              5,300,000
                                                                       ---------
  Health Care/Health Care Services--0.5%
3,000,000               Alternative Living Services, 7.0%,                      
                          06/01/04#                                    3,960,000
5,000,000             Atria Communities, Inc., 5.0%,                            
                          10/15/02#                                    5,039,050
3,500,000             Carematrix Corp., 6.25%, 08/15/04#               3,749,760
                                                                       ---------
                                                                      12,748,810

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December 17, 1997                                                               

Principal                                                                       
Amount                Issuer                                               Value

Long-Term Investments--(continued)                                              

Hotels/Other Lodging--0.2%          
$5,000,000              Hilton Hotels Corp.,                                    
                          5.0%, 05/15/06                              $5,575,000
Paper/Forest Products--0.2%         
6,600,000               South African Pulp & Paper                              
 Industries, BVI Finance Ltd.,
                          7.5%, 08/01/02                               6,187,500
Retailing--0.6%                     
4,000,000               Federated Department Stores,                            
                          5.0%, 10/01/03                               5,520,000
8,500,000               Rite Aide Corp., 5.25%,                                 
                          09/15/02#                                    9,144,130
                                                                      14,664,130
Telecommunications--0.2%            
2,500,000               Telefonica Europe BV,                                   
(Netherlands), 2.0%,        
                          07/15/02#                                    2,537,500
3,500,000               Tel-Save Holdings Inc., 4.5%,                           
                          09/15/02#                                    3,701,285
                                                                       6,238,785
Total Convertible Corporate         
71,496,350                          
Notes & Bonds                       
(Cost $65,157,500)                  
U.S. Treasury Securities--2.3%      
55,000,000              U.S. Treasury Bond, 7.25%,                              
                          08/15/22                                    62,011,950
(Cost $60,980,313)                  

                      Total Long-Term Investments                  2,566,273,490
(Cost $1,956,403,451)               

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Principal                                                                       
Amount                Issuer                                               Value

Short-Term Investments--3.3%                                                    

U.S. Treasury Securities--0.0%      
$1,500,000              U.S. Treasury Bill, 11/20/97                  $1,495,951
                                                                      ----------
(Cost $1,495,951)                   
Commercial Paper--1.5%              
20,000,000              General Electric Capital Corp.,                         
                          5.53%, 12/03/97                             19,901,689
20,000,000              Household Finance Corp., 5.5%,                          
                          11/04/97                                    19,990,833
                      Total Commercial Paper                          39,892,522
(Cost $39,892,522)                  
Time Deposit--1.8%                  
Deutsche Bank, AG               
(United States)             
47,969,000              5.66%, 11/03/97                               47,969,000
(Cost $47,969,000)                  

                      Total Short-Term Investments                    89,357,473
(Cost $89,357,473)                  

                      Total Investments--99.7%                    $2,655,630,963
(Cost $2,045,760,924)               

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Shares                Issuer                                              Value 

Long-Term Investments--95.3%                                                    

Common Stock--94.9%                 
Aerospace--3.4%                     
462,500                 Precision Castparts Corp.                $    27,200,781
325,000                 Sundstrand Corp.                              17,671,875
                                                                      ----------
                                                                      44,872,656
  Agricultural Production/Services--1.7%
460,000                 AGCO Corp.                                    13,340,000
153,500                 Case Corp.                                     9,181,219
                                                                       ---------
                                                                      22,521,219
Airlines--1.0%                      
299,000                 Continental Airlines, Inc., Class B*          12,931,750
                                                                      ----------
Automotive--2.5%                    
500,000                 Lear Corp.*                                   24,031,250
200,000                 Tower Automotive, Inc.*                        8,375,000
                                                                       ---------
                                                                      32,406,250
Banking--5.2%                       
150,000                 Cullen/Frost Bankers, Inc.                     7,575,000
300,000                 Southtrust Corp.                              14,400,000
155,320                 TCF Financial Corp.                            8,833,825
250,000                 Washington Mutual Inc.                        17,109,375
527,000                 Zions Bancorporation                          20,487,125
                                                                      ----------
                                                                      68,405,325
Broadcasting--3.9%                  
800,000                 Comcast Corp., Special Class A                22,000,000
600,000                 Groupe AB, SA, ADR (France)*                   4,462,500
700,000                 Tele-Communications, Inc., Liberty                      
                          Media Group, Ser. A*                        24,368,750
                                                                      50,831,250
Business Services--6.5%             
234,800                 CDI Corp.*                                     9,215,900
575,000                 Equifax, Inc.                                 17,860,938
300,000                 Fiserv, Inc.*                                 13,425,000
840,000                 GTECH Holdings Corp.*                         27,090,000
700,000                 Interim Services, Inc.*                       18,331,250
                                                                      ----------
                                                                      85,923,088

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

Chemicals--3.4%                     
435,000                 Cytec Industries, Inc.*                  $    21,206,250
195,000                 OM Group, Inc.                                 7,361,250
150,000                 Rohm & Haas Co.                               12,496,875
94,250                  The Carbide/Graphite Group, Inc.*              3,357,656
                                                                       ---------
                                                                      44,422,031
Computer Software--2.1%             
505,000                 American Business Information, Inc., Class A*  5,302,500
505,000                 American Business Information, Inc., Class B*  6,565,000
584,000                 American Management Systems, Inc.             12,629,000
65,000                  McAfee Associates, Inc.*                       3,233,750
2,500                   Netscape Communications Corp.*                    82,188
                                                                          ------
                                                                      27,812,438
Computers/Computer Hardware--4.7%   
500,000                   EMC Corp., Mass.*                           28,000,000
200,000                   Quantum Corp.*                               6,325,000
400,000                   Solectron Corp.*                            15,700,000
198,500                   Storage Technology Corp.*                   11,649,469
                                                                      ----------
                                                                      61,674,469
Distribution--0.9%                  
418,000                   Applied Industrial Technologies, Inc.       12,148,125
Diversified--0.7%                   
114,500                   American Standard Companies, Inc.*           4,093,375
125,000                   Harnischfeger Industries, Inc.               4,921,875
                                                                       ---------
                                                                       9,015,250
  Electronics/Electrical Equipment--3.2%
400,000                   Adaptec, Inc.*                              19,375,000
238,000                   Teleflex, Inc.                               8,865,500
250,000                   Teradyne Inc.*                               9,359,375
25,300                    UCAR International, Inc.*                      948,750
100,000                   Xilinx, Inc.*                                3,412,500
                                                                       ---------
                                                                      41,961,125
Entertainment/Leisure--4.2%         
600,000                   Carnival Corp., Class A                     29,100,000
443,000                   MGM Grand, Inc.*                            19,436,625

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

155,000                   TCA Cable TV, Inc.                     $     6,393,750
                                                                 ---------------
                                                                      54,930,375
Environmental Services--0.6%        
215,000                   U.S.A. Waste Services, Inc.*                 7,955,000
                                                                       ---------
Financial Services--3.8%            
300,000                   Bear Stearns Companies, Inc.                11,906,250
300,000                   Finova Group, Inc.                          13,181,250
410,000                   Lehman Brothers Holding, Inc.               19,295,625
99,500                    The PMI Group, Inc.*                         6,013,531
                                                                       ---------
                                                                      50,396,656
  Health Care/Health Care Services--9.4%
150,000                   Beckman Instruments, Inc.                    5,906,250
499,000                   Beverly Enterprises, Inc.*                   7,453,813
309,500                   Health Care & Retirement Corp.*             11,702,969
798,500                   HEALTHSOUTH Corp.*                          20,411,656
150,000                   Lincare Holdings, Inc.*                      8,043,750
500,000                   Sun Healthcare Group, Inc.*                  9,937,500
275,000                   Sybron International Corp.,                           
                          Wisconsin*                                  11,034,375
990,000                   Tenet Healthcare Corp.*                     30,256,875
419,000                   Universal Health Services, Inc.,                      
                          Class B*                                    18,462,188
                                                                     123,209,376
Insurance--9.3%                     
125,000                   ACE, Ltd.#                                  11,617,188
390,000                   American Bankers Insurance Group,                     
                          Inc.                                        14,576,250
150,000                   CMAC Investment Corp.                        8,203,125
200,000                   Equitable Companies, Inc.                    8,237,500
200,000                   MGIC Investment Corp.                       12,062,500
350,000                   Nationwide Financial Services, Inc.,                  
                          Class A*                                    10,653,125
950,000                   Reliance Group Holdings, Inc.               11,993,750
550,000                   Reliastar Financial Corp.                   20,556,250
299,250                   SunAmerica, Inc.                            10,754,297
195,000                   Transatlantic Holdings, Inc.                13,491,563
                                                                      ----------
                                                                     122,145,548

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Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

   Machinery & Engineering Equipment--0.9%
200,000                   Applied Power, Inc., Class A           $    12,375,000
                                                                 ---------------
Manufacturing--4.7%                 
129,000                   Dexter Corp.                                 5,063,250
170,000                   Johnson Controls, Inc.                       7,628,750
250,000                   Kennametal Inc.                             12,125,000
300,000                   Parker Hannifin Corp.                       12,543,750
297,500                   Pentair, Inc.                               11,490,938
500,000                   United Dominion Industries, Ltd.            13,062,500
                                                                      ----------
                                                                      61,914,188
Media/Advertising--1.1%             
200,000                   Omnicom Group, Inc.                         14,125,000
                                                                      ----------
Office/Business Equipment--1.2%     
150,000                   Avery Dennison Corp.                         5,971,875
500,000                   Office Depot, Inc.*                         10,312,500
                                                                      ----------
                                                                      16,284,375
Oil & Gas--3.0%                     
600,000                   Noble Drilling Corp.*                       21,337,511
100,000                   Sonat, Inc.                                  4,593,750
198,500                   Tidewater, Inc.                             13,038,969
                                                                      ----------
                                                                      38,970,230
Packaging--0.5%                     
300,000                   NV Koninklijke KNP BT, ADR                            
                          (Netherlands)                                6,832,470
Paper/Forest Products--1.2%         
300,000                   Boise Cascade Corp.                         10,387,500
150,000                   Willamette Industries, Inc.                  4,959,375
                                                                       ---------
                                                                      15,346,875
Pipelines--1.6%                     
299,500                   Columbia Gas System, Inc.                   21,638,875
                                                                      ----------
Power Conversion--0.8%              
397,500                   American Power Conversion Corp.*            10,831,875
                                                                      ----------
Real Estate Investment Trust--3.1%  
280,000                   Beacon Properties Corp.                     11,795,000
120,000                   Duke Realty Investments, Inc.                2,700,000
200,000                   Equity Residential Properties Trust         10,100,000

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Growth & Income Portfolio                                                       
December 17, 1997                                                               

Shares                Issuer                                               Value

Long-Term Investments--(continued)                                              

275,000               FelCor Suite Hotels, Inc.                      $10,071,875
400,000               Security Capital US Realty, ADR (Luxembourg)*    5,640,000
                                                                       ---------
                                                                      40,306,875
Retailing--4.5%                     
220,000                   CVS Corp.                                   13,488,750
250,000                   Woolworth Corp.                              4,750,000
200,000                   General Nutrition Companies, Inc.*           6,300,000
300,000                   Kroger Co.*                                  9,787,500
500,000                   Neiman-Marcus Group, Inc.                   16,593,750
300,000                   Proffitt's, Inc.*                            8,606,250
                                                                       ---------
                                                                      59,526,250
Telecommunications--1.5%            
510,000                   Aspect Telecommunications                             
                          Corp.*                                      12,240,000
300,000               Nextel Communications                                     
                          Inc., Class A*                               7,875,000
                                                                      20,115,000
Textiles--2.7%                      
224,500                   Liz Claiborne, Inc.                         11,379,340
630,000                   Unifi, Inc.                                 24,215,624
                                                                      ----------
                                                                      35,594,964
Utilities--1.6%                     
290,000                   Calenergy Co., Inc.*                         9,932,500
300,000                   Pinnacle West Capital Corp.                 10,443,750
                                                                      ----------
                                                                      20,376,250
                      Total Common Stock                           1,247,800,158
(Cost $923,704,163)                 

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Growth & Income Portfolio                                                       
December 17, 1997                                                               

Principal                                                                       
Amount                Issuer                                               Value

Long-Term Investments--(continued)                                              

Corporate Notes & Bonds--0.4%       
Electronics--0.4%                   
$5,000,000                Xilinx Inc. 5.25%, 11/01/02                 $4,932,500
(Cost $5,000,000)                   
U.S. Government Obligation--0.0%    
565,000                   U.S. Treasury Note, 6.88%,                            
05/15/06              601,019                                                   
(Cost $569,800)                     

                      Total Long-Term Investments                  1,253,333,677
(Cost $929,273,963)                 
Short-Term Investments--3.5%                                                    
Commercial Paper--1.5%              
20,000,000                Ford Motor Credit Co., Discount                       
                          Note, 5.50%, 11/04/97                       19,990,833
(Cost $19,990,833)                  
Time Deposit--2.0%                  
26,430,000            Deutsche Bank AG, (United States) 5.66%,                  
                         11/03/97                                     26,430,000
(Cost $26,430,000)                  

                      Total Short-Term Investments                    46,420,833
(Cost $46,420,833)                  

                      Total Investments--98.8%                    $1,299,754,510
(Cost $975,694,796)                 

Index                                                                           

*--Non income producing security.                                               

#--Security may only be sold to qualified institutional buyers.                 

ADR--American Depository Receipt.                                               

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Statement of Assets and Liabilities October 31, 1997                            

                                                                [Download Table]

                                                   Growth &              Capital
                                                     Income               Growth
                                                  Portfolio            Portfolio

ASSETS:                                                                         
                                                                                
Investment securities, at value (Note 1)     $2,655,630,963       $1,299,754,510
Cash                                                  2,918                  881
Receivables:                                                                    
  Investment securities sold                     18,219,400           20,338,534
  Interest and dividends                          5,747,296              462,960
Other assets                                         47,197               51,558
                                                     ---------------------------
    Total assets                                                   2,679,647,774
                                                                   -------------
1,320,608,443                                                                   
LIABILITIES:                                                                    
Payable for investment securities purchased      15,041,996            4,413,524
Accrued liabilities: (Note 2)                                                   
  Administration fees                               118,145               58,859
  Investment advisory fees                          944,161              470,864
  Custodian                                          36,504               20,624
  Other                                                                  196,542
                                                                         -------
171,725                                                                         
    Total Liabilities                            16,337,348            5,135,596
                                                 -------------------------------
NET ASSETS APPLICABLE TO INVESTORS'                                             
   BENEFICIAL INTERESTS                      $2,663,310,426       $1,315,472,847
                                             ===================================
Cost of Investments                          $2,045,760,924         $975,694,796
                                             ===================================


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Statement of Operations For the year ended October 31, 1997                     

                                                                [Download Table]
                                                  Growth &              Capital
                                                    Income               Growth
                                                 Portfolio            Portfolio

INVESTMENT INCOME:                                                             
                                                                               
Dividend                                       $38,535,143          $11,201,524
Interest                                        13,181,160            4,663,619
Foreign taxes withheld                           (227,963)            (315,627)
                                                 ------------------------------
  Total investment income                       51,488,340           15,549,516
                                                -------------------------------

EXPENSES: (Note 2)                                                             
Investment Advisory fees                         9,877,868            4,971,835
Administration fees                              1,234,733              621,480
Custodian fees                                     163,385               98,945
Amortization of organization costs (Note 1)          7,990                7,990
Professional fees                                                       102,521
102,519                                                                        
Trustees fees and expenses                          49,389               24,859
Other                                              170,609              138,574
                                                   ----------------------------
    Total expenses                              11,606,495            5,966,202
                                                -------------------------------
Net investment income                           39,881,845            9,583,314
                                                -------------------------------

REALIZED AND UNREALIZED GAIN ON                                                
   INVESTMENTS:                                                                
Net realized gain (loss) on:                                                   
Investments                                    355,973,872          141,951,607
Futures transactions                             9,654,862                   --
  Change in net unrealized                                                     
    appreciation/depreciation on investments   231,319,779          146,677,178
                                               --------------------------------
Net realized and unrealized gain on                                            
investments                                    596,948,513          288,628,785
                                               --------------------------------
Net increase in net assets from operations    $636,830,358         $298,212,099
                                              =================================


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Statement of Changes in Net Assets For the Years Ended October 31,              

                                                        [Enlarge/Download Table]

                                                       Growth &                                     Capital                         
                                                       Income                                       Growth                          
                                                       Portfolio                                    Portfolio                       

                                                        1997                    1996                   1997               1996      
------------------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS                                                                                                   
FROM OPERATIONS:                                                                                                                    

                                                                                                                                    
Net investment income                                      $    39,881,845    $    46,623,872    $     9,583,314    $    12,451,547 
Net realized gain on                                                                                                                
investments and futures                                                                                                             
transactions                                                   365,628,734        163,677,802        141,951,607        132,963,967 
Change in net unrealized                                                                                                            
appreciation/depreciation                                                                                                           
on investments and futures                                     231,319,779        163,237,283        146,677,178         71,608,504 
                                                                                                                    --------------- 
Increase in net assets                                                                                                              
from operations                                                636,830,358        373,538,957        298,212,099        217,024,018 

                                                                                                                    --------------- 

TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:                                                                                     

Contributions                                                  788,831,006        470,616,913        936,937,099      1,114,082,444 
Withdrawals                                                   (854,698,879)      (605,973,572)    (1,009,808,684)    (1,260,399,848)
                                                                                                                    --------------- 

Net increase (decrease)                                                                                                             
from transactions in                                                                                                                
investors' beneficial                                                                                                               
interests                                                      (65,867,873)      (135,356,659)       (72,871,585)      (146,317,404)
                                                                                                                    --------------- 
Net increase in net                                                                                                                 
assets                                                         570,962,485        238,182,298        225,340,514         70,706,614 
NET ASSETS:                                                                                                                         
Beginning of period                                          2,092,347,941      1,854,165,643      1,090,132,333      1,019,425,719 
                                                                                                                    --------------- 
End of period                                              $ 2,663,310,426    $ 2,092,347,941    $ 1,315,472,847    $ 1,090,132,333 
                                                                                                                    =============== 


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Notes to Financial Statements  October 31, 1997 (continued)                     

1. Organization and Significant Accounting Policies--Growth and Income Portfolio
("GIP") and Capital Growth Portfolio ("CGP"),  (the "Portfolios") are separately
registered   under  the  Investment   Company  Act  of  1940,  as  amended,   as
non-diversified,  open end management  investment  companies organized as trusts
under the laws of the State of New York.  Each  declaration of trust permits the
Trustees to issue beneficial interests in the respective Portfolios. The GIP and
the CGP commenced operations on November 19, 1993.                              

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements.  Actual
results could differ from those estimates.                                      

The following is a summary of significant  accounting  policies  followed by the
Portfolios:                                                                     

        A. Valuation of  investments--Equity  securities,  purchased options and
        futures are valued at the last sale price on the  exchange on which they
        are primarily traded,  including the NASDAQ National Market.  Securities
        for which  sale  prices  are not  available  and other  over-the-counter
        securities  are valued at the last  quoted  bid  price.  Bonds and other
        fixed income securities (other than short-term  obligations),  including
        listed issues, are valued on the basis of valuations supplied by pricing
        services  or by  matrix  pricing  systems  of a major  dealer  in bonds.
        Short-term  debt  securities with 61 days or more to maturity at time of
        purchase are valued,  through the 61st day prior to maturity,  at market
        value  based  on  quotations   obtained  from  market  makers  or  other
        appropriate sources;  thereafter, the value on the 61st day is amortized
        on a straight-line  basis over the remaining number of days to maturity.
        Short-term  investments  with 60 days  or  less to  maturity  at time of
        purchase  are  valued at  amortized  cost,  which  approximates  market.
        Portfolio   securities  for  which  there  are  no  such  quotations  or
        valuations are valued at fair value as determined in good faith by or at
the direction of the Trustees.                                  

        B. Repurchase  agreements--It is the Portfolios'  policy that repurchase
        agreements  are fully  collateralized  by U.S.  Treasury and  Government
        Agency securities. All collateral is held by the Trusts' custodian bank,
        subcustodian, or a bank with which the custodian bank has entered into a
        subcustodian  agreement,  or is segregated  in the Federal  Reserve Book
        Entry System. In connection with transactions in repurchase  agreements,
        if the seller defaults and the value of the collateral  declines,  or if
        the  seller  enters  an  insolvency   proceeding,   realization  of  the
collateral by the Trusts may be delayed or limited.             

        C. Futures  contracts--When  a Portfolio enters into a futures contract,
        it makes an initial  margin deposit in a segregated  account,  either in
        cash or liquid securities. Thereafter, the futures contract is marked to
        market and the portfolio  makes (or receives)  additional  cash payments
        daily to the broker.  Changes in the value of the  contract are recorded
        as unrealized  appreciation/depreciation until the contract is closed or
settled.                                                        

        The GIP  invested  a portion of its  liquid  assets in long stock  index
        futures contracts to more fully  participate in the market.  Use of long
        futures contracts subject the Portfolio to risk of loss up to the amount
of the value of the contract.                                   

        The  Portfolios  may enter into futures  contracts  only on exchanges or
        boards of trade. The exchange or board of trade acts as the counterparty
        to each futures transaction,  therefore,  the Portfolio's credit risk is
limited to failure of the exchange or board of trade.           

        As of October  31,  1997,  the  Portfolios  had no  outstanding  futures
contracts.                                                                      

        D.  Written  options--When  a  Portfolio  writes  an option on a futures
        contract,  an amount equal to the premium  received by the  Portfolio is
     included in the Portfolio's Statement of Assets and Liabilities as an

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Notes to Financial Statements  October 31, 1997 (continued)                     

        asset  and  corresponding  liability.  The  amount of the  liability  is
        adjusted  daily to  reflect  the  current  market  value of the  written
        options and the change is recorded in a corresponding unrealized gain or
        loss account. When a written option expires on its stipulated expiration
        date,  or when a  closing  transaction  is  entered  into,  the  related
        liability is extinguished and the Portfolio  realizes a gain (or loss if
        the cost of the closing  transaction  exceeds the premium  received when
the option was written).                                        

        The GIP writes options on stock index securities futures.  These options
        are settled for cash and subject the  Portfolio to market risk in excess
        of the  amounts  that are  reflected  in the  Statement  of  Assets  and
        Liabilities.  The Portfolio,  however,  is not subject to credit risk on
        written options as the counterparty has already performed its obligation
by paying a premium at the inception of the contract.           

        As of  October  31,  1997  the  Portfolios  had no  outstanding  written
options.                                                                        

        E. Security transactions and investment income--Investment  transactions
        are  accounted  for on the trade date (the date the order to buy or sell
        is  executed).  Securities  gains  and  losses  are  calculated  on  the
identified cost basis. Interest income is accrued as earned.    
Dividend income is recorded on the ex-dividend date.            

        F.  Organization  costs--Organization  and  initial  registration  costs
        incurred  in  connection  with  establishing  the  Portfolios  have been
        deferred and are being amortized on a  straight-line  basis over a sixty
        month  period  beginning  at the  commencement  of  operations  of  each
Portfolio.                                                      

        G. Federal income taxes--The Portfolios intend to continue to qualify as
        partnerships and therefore net investment  income and net realized gains
        are taxed to the partners.  Accordingly,  no tax provisions are recorded
        by the  Portfolios.  The  investors  in the  Portfolios  must  take into
        account their  proportionate  share of the  Portfolios'  income,  gains,
        losses, deductions,  credits and tax preference items in computing their
        federal  income  tax  liability,  without  regard to  whether  they have
        received any cash  distributions  from the Portfolio.  The Portfolios do
        not intend to distribute  to investors  their net  investment  income or
        their net realized  gains,  if any. It is intended  that the  Portfolios
        will be managed in such a way that  investors in the  Portfolio  will be
        able to satisfy the requirements of subchapter M of the Internal Revenue
Code to be taxed as regulated investment companies.             

        H.  Expenses--Expenses  directly attributable to a Portfolio are charged
        to that  Portfolio;  other expenses are allocated on another  reasonable
basis.                                                          
2.  Fees and Other Transactions with Affiliates                                 
        A. Investment  advisory  fee--Pursuant to separate  Investment  Advisory
        Agreements,  The Chase Manhattan Bank ("Chase" or the "Advisor") acts as
        the Investment Advisor to the Portfolios. Chase is a direct wholly-owned
        subsidiary of The Chase Manhattan  Corporation.  As Investment  Advisor,
        Chase supervises the investments of the Portfolios and for such services
is paid a fee.                                                  

        The fee is  computed  daily and paid  monthly at an annual rate equal to
0.40% of the Portfolios' average daily net assets.              

        Chase Asset Management,  Inc. ("CAM"), a registered  investment advisor,
        is the  sub-investment  advisor to each of the Portfolios  pursuant to a
        Sub-Investment Advisory Agreement between CAM and Chase. CAM is a wholly
        owned  subsidiary of Chase and is entitled to receive a fee,  payable by
        Chase from its  advisory  fee,  at an annual rate equal to 0.20% of each
Portfolio's average daily net assets.                           

        B. Custodial fees--Chase, as Custodian provides safekeeping services for
        the Portfolios' securities. Compensation for such services are presented
in the Statement of Operations as custodian fees.               

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Notes to Financial Statements  October 31, 1997 (continued)                     

        C. Administration  fee--Pursuant to an Administration  Agreement,  Chase
        (the "Administrator")  provides certain  administration  services to the
        Trusts.  For these services and facilities,  the Administrator  receives
        from each  Portfolio a fee computed at the annual rate equal to 0.05% of
the respective Portfolio's average daily net assets.            

3. Investment  Transactions--For  the year ended October 31, 1997, purchases and
sales of investments (excluding short-term investments) were as follows:        

                                                                [Download Table]
                      GIP                         CGP              
                                                                   
Purchases (excluding U.S. Government)  $1,781,972,894  $863,031,652
Sales (excluding U.S. Government)       1,474,324,449   771,903,060
Purchases of U.S. Government               60,980,313            --
Sales of U.S. Government                           --            --

The portfolio  turnover rates of GIP and CGP for the year ended were 65% and 67%
respectively.  The  average  commission  rates paid per share were  $.05990  and
$.0587 for GIP and CGP, respectively.                                           

4.  Retirement  Plan--The  Portfolios  have adopted an unfunded  noncontributory
defined benefit pension plan covering all independent trustees of the Portfolios
who will have  served as an  independent  trustee for at least five years at the
time of retirement. Benefits under this plan are based on compensation and years
of service.  Pension  expenses for the year ended October 31, 1997,  included in
Trustees Fees and Expenses in the Statement of Operations,  and accrued  pension
liability included in other accrued liabilities,  respectively, in the Statement
of Assets and Liabilities were as follows:                                      

                                                                     Accrued
                                              Pension                Pension
                                             Expenses              Liability
GIP                                             $21,526                $68,330  
CGP                                              11,661                 33,265  

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Report of Independent Accounts                                                  

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

In our opinion, the accompanying statement of assets and liabilities,  including
the portfolios of investments,  and the related  statements of operations and of
changes in net assets present fairly,  in all material  respects,  the financial
position  of Growth and Income  Portfolio  and  Capital  Growth  Portfolio  (the
"Portfolios")  at October 31, 1997, the results of each of their  operations for
the year then ended, and the changes in each of their net assets for each of the
two  years in the  period  then  ended in  conformity  with  generally  accepted
accounting principles.  These financial statements are the responsibility of the
Portfolios'  management;  our  responsibility  is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe the our audits,  which  included
confirmation  of  securities  at October  31,  1997 by  correspondence  with the
custodian and brokers and the  application  of alternative  auditing  procedures
where  confirmations from brokers were not received,  provide a reasonable basis
for the opinion expressed above.                                                

PRICE WATERHOUSE LLP                                                            
1177 Avenue of the Americas                                                     
New York, New York 10036                                                        
December 17, 1997                                                               

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 C-4

 C-1
PART C

 OTHER INFORMATION

Item 24.   Financial Statements and Exhibits.                                   

(a)       Financial Statements.                           

                     The  Financial  Statements  for the  Maxim  Vista  Growth &
                     Income  Portfolio  and for  Growth & Income  Portfolio  are
included in Part B.                   

(b)       Exhibits.                                       

                     Items  (b)(1)-(10),  b(12) and b(13)  are  incorporated  by
                     reference to Registrant's  Pre-Effective Amendment No. 1 to
          its Registration Statement dated March 10, 1982.

                     Item (b)(5) is  incorporated  by reference to  Registrant's
                     Post Effective Amendment No. 49 dated February 14, 1997 and
                     item (b)(8) is  incorporated  by reference to  Registrant's
                     Post-Effective  Amendment  No.  24  dated  March  1,  1993.
                     Computation of  Performance  Quotations is included in Part
B.                                    

(11) Written Consents                         

                    (a) Written  consent of Jorden Burt Berenson & Johnson,  LLP
are included herein.                    

                  (b) Written consent of Deloitte & Touche, LLP are included
herein.                       

Item 25.   Persons Controlled by or under Common Control with Registrant.       

                     The  organizational  chart showing persons controlled by or
                 under common control with Registrant follows this page.

Item 26.   Number of Holders of Securities:                                     

      (1)                                        (2)
                                             Number of
                                            Record Holders

         Title of Class                       as of October 31, 1997

Common Stock ($.10 par value)                                 

- 1 - 

Item 27.   Indemnification.                                                     

        Item 4, Part II, of Registrant's  Pre-Effective Amendment No. 1 to
     its Registration Statement is herein incorporated by reference.

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ORGANIZATIONAL CHART

Power Corporation of Canada                                                     
100% - Marquette Communications Corporation                         
100% - 171263 Canada Inc.                                 
68.1% - Power Financial Corporation             

77% - Great-West Lifeco Inc.              
         99.5% - The Great-West Life Assurance Company

                    100% - Great-West Life & Annuity Insurance Company

100% - GW Capital Management, LLC                           

                      100% - Financial Administrative Services Corporation
100% - One Corporation        

100% - One Health Plan of Illinois, Inc.

100% - One Health Plan of Texas,Inc.    

  100% - One Health Plan of California, Inc.

100% - One Health Plan of Colorado, Inc.

100% - One Health Plan of Georgia, Inc. 

      100% - One Health Plan of North Carolina, Inc.

  100% - One Health Plan of Washington, Inc.

100% - One Health Plan of Ohio, Inc.    

 100% - One Health Plan of Tennessee, Inc.

100% - One Health Plan of Oregon, Inc.  

100% - One Health Plan of Florida, Inc. 

100% - One Health Plan of Indiana, Inc. 

     100% - One Health Plan of Massachusetts, Inc.

100% - One Orchard Equities, Inc.       

        100% - Great-West Benefit Services, Inc.

13% - Private Healthcare Systems, Inc.  

           100% - Benefits Communication Corporation

100% - BenefitsCorp Equities, Inc.      

100% - Greenwood Property Corporation   
94% - Maxim Series Fund, Inc.*        
100% - GWL Properties Inc.              

           100% - Great-West Realty Investments Inc.

 50% - Westkin Properties Ltd.

                          100% - Confed Admin Services, Inc.
                  100% - Orchard Series Fund

--------------                                                                  
*5.9% New England Life Insurance Company                                        
0.1% The Great-West Life Assurance Company                                  

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Item 28.   Business and Other Connections of Investment Adviser.                

        Part A to Item 5, Part II to Registrant's Post-Effective Amendment
   No. 7 to its Registration Statement is herein incorporated by
reference.                                                

Item 29.   Principal Underwriter.                                               

Not applicable.                                       

Item 30.   Location of Accounts and Records.                                    

           Item 7, Part II, of Registrant's Pre-Effective Amendment No. 1 to
         its Registration Statement is herein incorporated by reference.

Item 31.   Management Services.                                                 

Not applicable.                                       

Item 32.   Undertakings.                                                        

(a)  Not applicable.                                      

(b)  Not applicable.                                      

           (c) Registrant undertakes to furnish each person to whom a prospectus
              is delivered with a copy of Registrant's latest annual report to
shareholders upon request and without charge.     

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S-4                                                     

SIGNATURES                                                

           As required by the Securities Act of 1933 and the Investment  Company
Act of 1940, the Registrant  certifies  that it meets all the  requirements  for
effectiveness  of this  Registration  Statement  pursuant to Rule 485(b) and has
duly caused Post-Effective  Amendment No. 54 to the Registration Statement to be
signed on its behalf, in the City of Englewood, State of Colorado, on the 29 day
of January, 1998.                                                               

MAXIM SERIES FUND, INC.                                                         

(Registrant)                                                                    

By:        /s/ J.D. Motz                                                        
President (J.D. Motz)                                               

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Post-Effective  Amendment No. 54 to the  Registration  Statement has been signed
below by the following persons in the capacities and on the dates indicated.    

Signature and Title                                                             
Date                                                                            

/s/ J.D. Motz                                             
January 29, 1998                                                                
Chairman and Director  (J.D.                                                    
Motz)                                                                           

/s/ R. Jennings                                           
January 29, 1998                                                                
Director  (R. Jennings)                                                         

/s/ R.P. Koeppe                                           
January 29, 1998                                                                
Director (R.P. Koeppe)                                                          

/s/ D.L. Wooden                                           
January 29, 1998                                                                
Director  (D. L. Wooden)                                                        

/s/ S. Zisman                                             
January 29, 1998                                                                
Director (S. Zisman)                                                            

/s/ G.R. Derback                                          
January 29, 1998                                                                
Treasurer  (G.R. Derback)                                                       

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Signature and Title                                                             
Date                                                                            

/s/ G.R. Derback                                          
January 29, 1998                                                                
Principal Financial Officer                                                     
(G.R. Derback)                                                                  

/s/ G.R. Derback                                          
January 29, 1998                                                                
Principal Accounting Officer                                                    
(G.R. Derback)                                                                  

*By:       /s/ B.A. Byrne                                                       

January 29, 1998                                                                
B.A. Byrne                                                
Attorney-in-fact                                          
pursuant to Powers of Attorney                                                  
filed under Post-Effective                                                      
Amendment No. 52 to this                                                        
Registration Statement.                                                         

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SIGNATURES                                                

Growth and Income Portfolio has duly caused this Post-Effective Amendment to the
Registration  Statement on Form N-1A of Maxim Series Fund, Inc., to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the City of New
York and the State of New York, on the 29 day of January, 1998.                 

GROWTH AND INCOME PORTFOLIO                                                     

By:        /s/ H.Richard                                                        
Vartabedian                                                                     

H. Richard Vartabedian                                                          

Chairman and President                                                          

This Registration Statement on Form N-1A of Maxim Series Fund, Inc. has been    
signed below by the following persons in the capacities and on the dates        
indicated.                                                                      

/s/ H.Richard Vartabedian                                                       
President and                                                                   
January 29 , 1998                                                               
H. Richard Vartabedian                                                          
Trustee                                                                         

Trustee                                                                         
William J. Armstrong                                                            

Trustee                                                                         
John R.H. Blum                                                                  

Trustee                                                                         
Joseph J. Harkins                                                               

Trustee                                                                         
Richard E. Ten Haken                                                            

Trustee                                                                         
Stuart W. Cragin, Jr.                                                           

Trustee                                                                         
Irving Thode                                                                    

Chairman and                                                                    
Fergus Reid, III                                                                
Trustee                                                                         

Trustee                                                                         
W. Perry Neff                                                                   

Trustee                                                                         
Roland R. Eppley, Jr.                                                           

Trustee                                                                         
W.D. MacCallan                                                                  

Trustee                                                                         
Sarah E. Jones                                                                  

Trustee                                                                         
Leonard M. Spalding, Jr.                                                        

/s/ H.Richard Vartabedian                                                       
Attorney in Fact                                                                
January 29, 1998                                                                
H. Richard Vartabedian                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AMI’ Filing		Date		First		Last			Other Filings
		11/1/98		8
Filed on:		5/6/98							497
		2/27/98		1		5			N-30D
		1/31/98		8
		1/30/98		1					485BPOS
		1/29/98		45		47
		12/17/97		20		41
		12/10/97		13
		11/1/97		8
		10/31/97		8		42			24F-2NT,  N-30D,  NSAR-B
		2/14/97		42					485APOS,  497
		11/1/96		19					497
		10/31/96		8		19			24F-2NT,  N-30D,  N-30D/A,  NSAR-B
		5/6/96		4		8
		3/31/96		8
		10/31/95		3		17			24F-2NT,  24F-2NT/A,  N-30D,  NSAR-B/A
		12/21/94		3		18
		10/31/94		8
		11/19/93		38
		11/15/93		8
		3/1/93		42
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