PRINCIPAL UNDERWRITING AGREEMENT

          This PRINCIPAL UNDERWRITING AGREEMENT (the "Agreement") is made this
day of , 2006, by and between Maxim Series Fund, Inc. a Maryland corporation
(the "Fund") and GWFS Equities, Inc., a Delaware corporation (the
"Distributor").

         WHEREAS, the Fund is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act") and has shares of separate
investment portfolios of the Fund (each a Portfolio, and collectively, the
"Portfolios") named in Schedule A to this Agreement and which are or will be
registered under the Securities Act of 1933 (the "1933 Act") and the securities
acts of various states and jurisdictions, as required; and

         WHEREAS, the Distributor is or will be prior to acting as Distributor
of the Portfolios, registered as a broker/dealer under the provisions of the
Securities Exchange Act of 1934 and is a member in good standing of the National
Association of Securities Dealers, Inc.; and

         WHEREAS, the Distributor desires to act as the principal underwriter
of the Fund;

         NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein provided, the Fund and Distributor hereby agree as follows:

Appointment of Underwriter. The Fund appoints the Distributor as the sales agent
for distribution of the Portfolios (other than sales made directly by the Fund)
and agrees that it will deliver to the Distributor such shares of the Portfolios
as the Distributor may sell. The Distributor agrees to use its best efforts to
promote the sale of the Portfolios, but is not obligated to sell any specific
number of shares.

Independent Contractor. The Distributor will undertake and discharge its
obligations hereunder as an independent contractor and shall have no authority
or power to obligate or bind the Fund by its actions, conduct or contracts,
except that the Distributor is authorized to accept orders for the purchase or
repurchase of shares of the Portfolios as agent of the Fund. The Distributor may
appoint sub-agents or distribute the Portfolios through dealers (or otherwise)
as it may determine necessary or desirable from time to time. This Agreement
shall not, however, be construed as authorizing any dealer or other person to
accept orders for sale or repurchase on behalf of the Fund or any Fund or
otherwise to act as agent of the Fund or any Portfolio for any purpose.

Offering Price. Shares of the Portfolios shall be offered for sale at a price
equivalent to their net asset value determined in the manner set forth in the
then current prospectus and statements of additional information of the Fund
relating to the Portfolios. All orders shall be subject to acceptance by the
Fund, and the Fund reserves the right, in its sole discretion, to reject any
order received. Neither the Fund nor any Portfolio shall be liable to anyone for
failure to accept any order.

Payment for Shares. At or prior to the time of delivery of any shares, the
Distributor will pay or cause to be paid to the Fund for the account of the
applicable Portfolio, an amount in cash equal to the net asset value of such
shares. In the event that the Distributor pays for shares sold by it prior to
its receipt of payment from purchasers, the Distributor is authorized to
reimburse itself for the net asset value of such shares from the offering price
of such shares when received by the Distributor.

Purchases for Your Own Account. The Distributor shall not purchase shares of any
Portfolio for its own account for purposes of resale to the public, but it may
purchase shares for its own investment account upon its written assurance to the
Fund that the purchase is for investment purposes only and that the shares will
not be resold except through redemption by the Fund.

Allocation of Expenses. The Distributor shall bear the expense of preparing,
printing and distributing advertising, sales literature, prospectuses and
statements of additional information. The Fund shall bear the expense of
registering shares of the Portfolios under the 1933 Act and the Fund under the
1940 Act, qualifying shares for sale under the blue sky laws of any state, the
preparation and printing of prospectuses, statements of additional information
and reports required to be filed with the Securities and Exchange Commission and
other authorities, the preparation, printing and mailing of prospectuses and
statements of additional information to shareholders of the Portfolios and the
direct expenses of the issuance of shares.

Furnishing of Information. The Fund will furnish to the Distributor such
information with respect to the Fund and the Portfolios in such form and signed
by such officers of the Fund as the Distributor may reasonably request, and the
Fund warrants that the statements therein contained when so signed will be true
and correct. The Fund will also furnish to the Distributor such information and
will take such action as the Distributor may reasonably request in order to
qualify the shares for sale to the public under the blue sky laws or in
jurisdictions in which the Distributor may wish to offer them. If requested by
the Distributor, the Fund will furnish to the Distributor at least annually
audited financial statements of its books and accounts certified by independent
public accountants, and such additional information regarding its financial
condition, as the Distributor may reasonably request from time to time.

Conduct of Business. Other than currently effective prospectuses and statements
of additional information, the Distributor will not issue any sales material or
statements except literature or advertising which conforms to the requirements
of federal and state securities laws and rules and regulations thereunder and
which have been filed, where necessary, with the appropriate regulatory
authorities. The Distributor will furnish to the Fund copies of all such
material prior to its use and no such material shall be published if the Fund
shall reasonably and promptly object.

The Distributor shall comply with the applicable federal and state laws and
regulations where shares of the Portfolios are offered for sale and conduct its
affairs with the Fund and with dealers, brokers or investors in accordance with
the Conduct Rules of the NASD.

Other Activities. Services provided by the Distributor pursuant to this
Agreement shall not be deemed to be exclusive, and the Distributor may render
similar services and act as an underwriter, distributor or dealer for other
investment companies.

Term of Agreement. This Agreement shall become effective on the date indicated
and shall remain in effect for a period of two (2) years from the date of this
Agreement. This Agreement shall continue annually thereafter for successive one
(1) year periods if approved at least annually (i) by a vote of a majority of
the outstanding voting securities of the Fund or by a vote of the Directors of
the Fund (the "Directors"), and (ii) by a vote of a majority of the Directors
who are parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on this Agreement.

Termination. This Agreement: (i) may be terminated at any time without the
payment of any penalty, either by vote of the Directors or by a vote of a
majority of the outstanding voting securities of the Fund, on sixty (60) days'
written notice to the Distributor; (ii) shall terminate immediately in the event
of its assignment ; and (iii) may be terminated by the Distributor on sixty (60)
days' written notice to the Fund.

Suspension of Sales. The Fund reserves the right at all times to suspend or
limit the public offering of shares upon written notice to the Distributor.

Miscellaneous. This Agreement shall be subject to the laws of the State of
Colorado and shall be interpreted and construed to further and promote the
operation of the Fund as an open-end investment company. As used herein, the
terms "net asset value," "offering price," "investment company," "open-end
investment company," "assignment," "principal underwriter," "interested person,"
and "majority of the outstanding voting securities," shall have the meanings set
forth in the 1933 Act and the 1940 Act, as applicable, and the rules and
regulations thereunder.

Liability. Nothing contained herein shall be deemed to protect the Distributor
against any liability to the Fund or to its shareholders to which the
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties hereunder, or by
reason of reckless disregard of its obligations and duties hereunder.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized at Englewood,
Colorado, on the day and year first written above.

MAXIM SERIES FUND, INC.
                                          GWFS EQUITIES, INC.


By:                                       By:
    -------------------------------       --------------------------------------
Name:                                     Name:
Title:                                    Title:





                                   Schedule A

Maxim Money Market Portfolio
Maxim Bond Index Portfolio
Maxim U.S. Government Securities Portfolio
Maxim U.S. Government Mortgage Securities Portfolio
Maxim Short Duration Bond Portfolio
Maxim Loomis Sayles Bond Portfolio
Maxim Global Bond Portfolio
Maxim Ariel Small-Cap Value Portfolio
Maxim Loomis Sayles Small-Cap Value Portfolio
Maxim Trusco Small-Cap Growth Portfolio
Maxim Index 600 Portfolio
Maxim Ariel MidCap Value Portfolio
Maxim T. Rowe Price MidCap Growth Portfolio
Maxim T. Rowe Price Equity/Income Portfolio
Maxim Stock Index Portfolio
Maxim Value Index Portfolio
Maxim Growth Index Portfolio
Maxim S&P 500(R) Index Portfolio
Maxim Bernstein International Equity
Portfolio Maxim Federated Bond Portfolio
Maxim Janus Large-Cap Growth Portfolio
Maxim Salomon Brothers High Yield Bond Portfolio
Maxim MFS(R) International Growth Portfolio
Maxim INVESCO ADR Portfolio
Maxim Aggressive Profile I Portfolio
Maxim Moderately Aggressive Profile I Portfolio
Maxim Moderate Profile I Portfolio
Maxim Moderately Conservative Profile I Portfolio
Maxim Conservative Profile I Portfolio
Maxim Aggressive Profile II Portfolio
Maxim Moderately Aggressive Profile II Portfolio
Maxim Moderate Profile II Portfolio
Maxim Moderately Conservative Profile II Portfolio
Maxim Conservative Profile II Portfolio