UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-03364

MAXIM SERIES FUND, INC.

(Exact name of registrant as specified in charter)

8515 E. Orchard Road, Greenwood Village, Colorado 80111

(Address of principal executive offices)

R. L. McFeetors

President and Chief Executive Officer

Great-West Life & Annuity Insurance Company

8515 E. Orchard Road

Greenwood Village, Colorado 80111

(Name and address of agent for service)

Registrant's telephone number, including area code: (303) 737-3000

Date of fiscal year end: December 31

Date of reporting period: June 30, 2006

ITEM 1.REPORTS TO STOCKHOLDERS

MAXIM SERIES FUND, INC.

Maxim MFS® International Growth Portfolio

Semi-Annual Report

June 30, 2006

This report and the financial statements attached are submitted for general information and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein is to be considered an offer of the sale of any Portfolio of Maxim Series Fund, Inc. Such offering is made only by the prospectus(es) of Maxim Series Fund, Inc., which include details as to offering price and other information.

MAXIM SERIES FUND, INC.
MAXIM MFS® INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2006
UNAUDITED
ASSETS:
	Investments in securities, market value (1)	$	193,832,316
	Cash denominated in foreign currencies (2)		185,308
	Cash		16,851
	Dividends receivable		525,014
	Subscriptions receivable		376,839
	Receivable for investments sold		753,430
	Total assets		195,689,758
LIABILITIES:
	Due to investment adviser		185,944
	Redemptions payable		509,525
	Payable to subcustodian		0
	Payable for investments purchased		0
	Total liabilities		695,469
NET ASSETS		$	194,994,289
NET ASSETS REPRESENTED BY:
	Capital stock, $.10 par value	$	1,233,275
	Additional paid-in capital		114,829,240
	Net unrealized appreciation on investments		31,997,840
	Undistributed net investment income		4,597,901
	Accumulated net realized gain on investments		42,336,033
NET ASSETS		$	194,994,289
NET ASSET VALUE PER OUTSTANDING SHARE		$	15.81
(Offering and Redemption Price)
SHARES OF CAPITAL STOCK:
	Authorized		150,000,000
	Outstanding		12,332,747
(1) Cost of investments in securities:		$	161,868,466
(2) Cost of cash denominated in foreign currencies:			151,318
See notes to financial statements.

MAXIM SERIES FUND, INC.
MAXIM MFS® INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006
UNAUDITED
INVESTMENT INCOME:
	Interest	$	108,068
	Dividends		7,394,254
	Foreign withholding tax		(814,463)
	Total income		6,687,859
EXPENSES:
	Management fees		1,277,786
NET INVESTMENT INCOME			5,410,073
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Net realized gain on investments		35,505,599
	Change in net unrealized appreciation on investments		(16,400,186)
	Net realized and unrealized gain on investments		19,105,413
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	24,515,486
See notes to financial statements.

MAXIM SERIES FUND, INC.
MAXIM MFS® INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS ENDED JUNE 30, 2006 AND YEAR ENDED DECEMBER 31, 2005
			2006		2005
			UNAUDITED
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income	$	5,410,073	$	2,050,991
	Net realized gain on investments		35,505,599		19,476,082
	Change in net unrealized appreciation on investments		(16,400,186)		5,545,759
	Net increase in net assets resulting from operations		24,515,486		27,072,832
DISTRIBUTIONS TO SHAREHOLDERS:
	From net investment income		0		(2,447,430)
	From net realized gains		0		(14,998,077)
	Total distributions		0		(17,445,507)
SHARE TRANSACTIONS:
	Net proceeds from sales of shares		42,378,079		126,545,182
	Reinvestment of distributions		0		17,445,507
	Redemptions of shares		(110,096,351)		(108,485,071)
	Net increase (decrease) in net assets resulting from share transactions		(67,718,272)		35,505,618
	Total increase (decrease) in net assets		(43,202,786)		45,132,943
NET ASSETS:
	Beginning of period		238,197,075		193,064,132
	End of period (1)	$	194,994,289	$	238,197,075
			0		0
OTHER INFORMATION:
SHARES:
	Sold		2,765,623		9,193,114
	Issued in reinvestment of distributions		0		1,231,589
	Redeemed		(7,253,891)		(7,813,097)
	Net increase (decrease)		(4,488,268)		2,611,606
(1) Including undistributed (overdistributed) net investment income		$	4,597,901	$	(812,172)
See notes to financial statements.

MAXIM SERIES FUND, INC.
MAXIM MFS® INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the period indicated is as follows:
		Six Months Ended		Year Ended December 31,				Period Ended December 31,
		June 30, 2006		2005		2004		2003 +
		UNAUDITED
Net Asset Value, Beginning of Period	$	14.16	$	13.59	$	12.38	$	10.00
Income from Investment Operations
Net investment income		0.42		0.13		0.09		0.01
Net realized and unrealized gain		1.23		1.53		2.30		2.57
Total Income From Investment Operations		1.65		1.66		2.39		2.58
Less Distributions
From net investment income		0.00		(0.15)		(0.12)		(0.01)
From net realized gains		0.00		(0.94)		(1.06)		(0.19)
Total Distributions		0.00		(1.09)		(1.18)		(0.20)

Net Asset Value, End of Period		$	15.81	$	14.16	$	13.59	$	12.38
Total Return			11.65%		12.37%		19.57%		25.89%
Net Assets, End of Period ($000)		$	194,994	$	238,197	$	193,064	$	166,896
Ratio of Expenses to Average Net Assets			1.20%	*	1.20%		1.20%		1.20%	*
Ratio of Net Investment Income to Average Net Assets			5.09%	*	0.93%		0.70%		0.15%	*
Portfolio Turnover Rate			29.13%		49.11%		56.99%		5.56%
+	The portfolio commenced operations on May 21, 2003.
	Based on operations for the period shown and, accordingly, are not representative of a full year.
*	Annualized
See notes to financial statements.

MAXIM SERIES FUND, INC.

MAXIM MFS(R) INTERNATIONAL GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

30-Jun-06

UNAUDITED

COMMON STOCK

Shares Value ($)

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

AUTO PARTS & EQUIPMENT --- 1.19%

120,300 Bridgestone Corp 2,317,909

$2,317,909

AUTOMOBILES --- 2.17%

80,500 Toyota Motor Corp 4,213,518

$4,213,518

BROADCAST/MEDIA --- 1.07%

108,000 Grupo Televisa SA 2,085,480

$2,085,480

BUILDING MATERIALS --- 1.87%

286,000 Asahi Glass Co Ltd 3,626,232

$3,626,232

CHEMICALS --- 5.31%

7,039 Air Liquide 1,371,173

22,089 Air Liquide Prime de Fidelite (delta) 4,305,184

67,260 Bayer AG 3,091,880

21,300 Nitto Denko Corp 1,516,908

$10,285,145

COMMUNICATIONS - EQUIPMENT --- 1.42%

829,820 Ericsson LM Class B 2,744,255

$2,744,255

COSMETICS & PERSONAL CARE --- 1.54%

74,000 Kao Corp 1,936,648

11,000 L'Oreal SA* 1,039,037

$2,975,685

DISTRIBUTORS --- 0.70%

671,200 Li & Fung Ltd 1,356,867

$1,356,867

ELECTRIC COMPANIES --- 3.25%

33,560 E. on AG 3,864,102

70,720 Iberdrola SA 2,435,938

$6,300,040

ELECTRONIC INSTRUMENTS & EQUIP --- 5.43%

11,800 Fanuc Ltd* 1,059,979

61,560 Legrand SA 1,732,244

61,200 Omron Corp 1,558,878

19,610 Samsung Electronics Co Ltd 6,167,345

$10,518,446

FINANCIAL SERVICES --- 0.80%

6,360 Orix Corp 1,553,321

$1,553,321

FOOD & BEVERAGES --- 5.38%

206,930 Diageo PLC 3,480,275

22,125 Nestle SA 6,949,409

$10,429,684

FOREIGN BANKS --- 13.75%

192,780 Banco Bilbao Vizcaya Argentaria SA 3,964,931

388,010 Bangkok Bank Public Co Ltd 1,078,936

106,281 Credit Agricole SA 4,044,178

29,280 Erste Bank der Oesterreichischen Sparkassen AG 1,647,826

30,884 Julius Baer Holding AG Ltd 2,682,819

2,426,500 PT Bank Central Asia 1,074,016

384,000 Shinsei Bank Ltd 2,432,716

45,600 Svenska Handelsbanken AB Class A 1,175,364

49,388 UBS AG 5,413,269

401,260 UnCredito Italiano SpA 3,140,978

$26,655,033

GOLD, METALS & MINING --- 0.53%

43,080 Companhia Vale do Rio Doce ADR 1,035,643

$1,035,643

HOUSEHOLD GOODS --- 3.66%

190,260 Reckitt Benckiser PLC 7,103,481

$7,103,481

INSURANCE RELATED --- 7.34%

171,510 AXA 5,629,033

79,340 Assicurazioni Generali SpA 2,890,146

156,116 QBE Insurance Group Ltd 2,378,208

47,677 Swiss Re 3,332,379

$14,229,766

LEISURE & ENTERTAINMENT --- 3.47%

299,876 Ladbrokes PLC 2,259,731

384,520 William Hill PLC 4,465,458

$6,725,189

MACHINERY --- 3.41%

63,437 Schneider SA 6,612,838

$6,612,838

MANUFACTURING --- 0.83%

98,060 Smiths Group PLC* 1,614,779

$1,614,779

MEDICAL PRODUCTS --- 1.47%

232,160 Smith & Nephew PLC 1,787,019

8,740 Synthes Inc 1,054,476

$2,841,495

MISCELLANEOUS --- 2.12%

41,490 LVMH 4,118,061

$4,118,061

OFFICE EQUIPMENT & SUPPLIES --- 3.42%

75,150 Canon Inc 3,683,952

150,000 Ricoh Co Ltd 2,942,590

$6,626,542

OIL & GAS --- 5.07%

1,792,500 CNOOC Ltd 1,430,990

87,990 Royal Dutch Shell PLC 2,962,993

82,480 Total SA 5,427,773

$9,821,756

PHARMACEUTICALS --- 9.99%

6,890 Actelion Ltd* 694,326

50,440 AstraZeneca Group PLC 3,043,544

173,290 Glaxosmithkline PLC 4,842,007

39,580 Roche Holding AG 6,542,983

43,440 Sanofi-Aventis 4,239,377

$19,362,237

RAILROADS --- 0.87%

38,520 Canadian National Railway Co 1,685,250

$1,685,250

RETAIL --- 4.16%

259,000 Esprit Holdings Ltd 2,114,340

56,620 Next PLC 1,709,793

685,290 Tesco PLC 4,235,778

$8,059,911

SPECIALIZED SERVICES --- 3.22%

16,890 Pernod-Ricard SA 3,348,490

239,430 WPP Group PLC 2,897,848

$6,246,338

TELEPHONE & TELECOMMUNICATIONS --- 2.49%

12,420 Fastweb* 539,800

1,149,000 Hutchinson Telecommunications International Ltd* 1,849,336

1,514,057 Singapore Telecommunications Ltd 2,429,608

$4,818,744

TOYS --- 1.44%

16,600 Nintendo Co Ltd 2,785,040

$2,785,040

UTILITIES --- 1.56%

106,730 BG Group PLC 1,426,962

337,000 Tokyo Gas Co 1,587,233

$3,014,195

TOTAL COMMON STOCK --- 98.93% $191,762,880

(Cost $159,799,030)

SHORT-TERM INVESTMENTS

Par Value ($) Value ($)

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

2,070,000 Federal Home Loan Bank 2,069,436

4.970%, July 3, 2006

TOTAL SHORT-TERM INVESTMENTS --- 1.07% $2,069,436

(Cost $2,069,436)

TOTAL MAXIM MFS(R) INTERNATIONAL GROWTH PORTFOLIO --- 100% $193,832,316

(Cost $161,868,466)

Legend

* Non-income Producing Security

(delta) Security is fair valued at June 30, 2006.

ADR - American Depository Receipt See Attached Summary of Investments by

Country.

See Notes to Financial Statements.

Maxim Series Fund, Inc.
Summary of Investments by Country
Maxim MFS® International Growth Portfolio
June 30, 2006
Unaudited
			% of Portfolio
Country		Value ($)	Investments
Australia	$	2,378,208	1.23%
Austria		1,647,826	0.85%
Brazil		1,035,643	0.53%
Canada		1,685,250	0.87%
France		41,867,388	21.61%
Germany		6,955,982	3.59%
Hong Kong		6,751,533	3.48%
Hungary		-	0.00%
Indonesia		1,074,016	0.55%
Israel		-	0.00%
Italy		6,570,924	3.39%
Japan		31,214,924	16.10%
Korea		6,167,345	3.18%
Mexico		2,085,480	1.08%
Netherlands		-	0.00%
Poland		-	0.00%
Singapore		2,429,608	1.25%
Spain		6,400,869	3.30%
Sweden		3,919,619	2.02%
Switzerland		26,669,661	13.76%
Thailand		1,078,936	0.56%
United Kingdom		41,829,668	21.58%
United States		2,069,436	1.07%
	$	193,832,316	100.00%

MAXIM SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006
UNAUDITED
1.
1.	ORGANIZATION & SIGNIFICANT ACCOUNTING POLICIES

	Maxim Series Fund, Inc. (the Fund) is a Maryland corporation organized on December 7, 1981 and is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. The Fund presently consists of thirty-four portfolios. Interests in the Maxim MFS® International Growth Portfolio (the Portfolio) are included herein and are represented by a separate class of beneficial interest of the Fund. The investment objective of the Portfolio is to seek long-term capital growth. The Portfolio is diversified as defined in the 1940 Act. The Portfolio is currently offered only as an investment option for the Maxim Profile Portfolios. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies of the Fund. Security Valuation Short-term securities with a maturity of 60 days or less are valued on the basis of amortized cost. For securities that are traded on an exchange, the last sale price as of the close of business of the principal exchange will be used. If the closing price is not available, the current bid will be used. For securities that principally trade on the NASDAQ National Market System, the NASDAQ official closing price will be used. In the event that trading on a security is halted prior to the end of the trading day due to a significant event, portfolio management will determine whether further pricing adjustment is necessary. Fixed income and other securities are valued by independent pricing services approved by the Board of Directors. Foreign securities are valued at the closing price on the security’s primary exchange. If the closing price is not available, the current bid will be used. Foreign equity securities are also subject to a fair value pricing review daily (see below). Foreign exchange rates are valued utilizing the New York closing rates. Because developments that could affect the values of foreign securities may occur between the close of the foreign market where the security is principally traded and the valuation time, current market prices may not be readily available when the Portfolio determines the net asset value as of valuation time, and therefore, the Portfolio may adjust previous closing market prices of foreign securities to reflect what it believes to be the fair value of the securities as of the valuation time. While fair value determinations involve judgments that are inherently subjective, these determinations are made in good faith in accordance with procedures adopted by the Board of Directors. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities market, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the board believes reflects fair value. This policy is intended to assure that the Portfolio’s net asset value fairly reflects security values at the time of pricing. Developments that might be considered significant events to trigger fair value pricing could be a natural disaster, government actions or significant fluctuations in domestic or foreign markets. The Portfolio may have elements of risk due to concentrated investments in foreign issuers located in a specific country. Such concentrations may subject the Portfolio to additional risks resulting from future political or economic conditions and/or possible impositions of adverse foreign governmental laws or currency exchange restrictions. Foreign Currency Translations The accounting records of the Portfolio are maintained in U.S. dollars. Investment securities, and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current exchange rate. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rate on the dates of the transactions. The Portfolio does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates. Dividends Dividends from net investment income of the Portfolio are declared and paid annually. Income dividends are reinvested in additional shares at net asset value. Dividends from capital gains of the Portfolio, if any, are declared and reinvested at least annually in additional shares at net asset value. Security Transactions Security transactions are accounted for on the date the security is purchased or sold (trade date). The cost of investments sold is determined on a specific lot selection. Dividend income for the Portfolio is accrued as of the ex-dividend date and interest income, including amortization of discounts and premiums, is recorded daily. Federal Income Taxes For federal income tax purposes, the Portfolio currently qualifies, and intends to remain qualified, 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. Classification of Distributions to Shareholders The character of distributions made during the year from net investment income or net realized gains are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America.
2.	INVESTMENT ADVISORY AGREEMENT & OTHER TRANSACTIONS WITH AFFILIATES
	The Fund has entered into an investment advisory agreement with GW Capital Management, LLC doing business as Maxim Capital Management, LLC, a wholly-owned subsidiary of GWL&A. As compensation for its services to the Fund, the investment adviser receives monthly compensation at the annual rate of 1.20% of the average daily net assets of the Portfolio. The management fee encompasses fund operation expenses. Effective April 1, 2006, GWFS Equities, Inc., a wholly-owned subsidiary of GWL&A, became the principal underwriter to distribute and market the Portfolio. Prior to that date, Greenwood Investments, LLC, a wholly-owned subsidiary of GWL&A, was the principal underwriter. FASCore, LLC, a wholly-owned subsidiary of GWL&A, performs transfer agent servicing functions for the Portfolio. As of June 30, 2006, there were thirty-four Portfolios of the Fund for which the Directors served as Directors. The total compensation paid to the independent directors with respect to all funds for which they serve as Directors was $56,250 for the six months ended June 30, 2006. Certain officers of the Fund are also directors and/or officers of GWL&A or its subsidiaries. No officer or interested director of the Fund receives any compensation directly from the Fund.
3.	PURCHASES & SALES OF INVESTMENT SECURITIES
	For the six months ended June 30, 2006, the aggregate cost of purchases and proceeds from sales of investment securities (excluding all U.S. Government securities and short-term securities) were $60,412,517 and $122,223,950, respectively. For the same period, there were no purchases or sales of long-term U.S. Government securities.
4.	UNREALIZED APPRECIATION (DEPRECIATION)
	At June 30, 2006, the U.S. Federal income tax cost basis was $162,068,652. The Portfolio had gross appreciation of securities in which there was an excess of value over tax cost of $35,872,841 and gross depreciation of securities in which there was an excess of tax cost over value of $4,109,178 resulting in net appreciation of $31,763,663.
5.	DISTRIBUTIONS TO SHAREHOLDERS

At June 30, 2006, the U.S. Federal income tax cost basis was $162,068,652. The Portfolio had gross appreciation of securities in which there was an excess of value over tax cost of $35,872,841 and gross depreciation of securities in which there was an excess of tax cost over value of $4,109,178 resulting in net appreciation of $31,763,663.

The Portfolio’s tax capital gains and losses are determined only at the end of each fiscal year.

Investment Advisory Contract Approval

The Board of Directors (the "Board") of Maxim Series Fund, Inc. (the "Fund"), including the Directors who are not interested persons of the Fund (the "Independent Directors"), approved at a meeting held on April 18, 2006 (the "Meeting"), the continuation of the Investment Advisory Agreement between the Fund and GW Capital Management, LLC, doing business as Maxim Capital Management, LLC ("MCM") and the Sub-Advisory Agreements between MCM and each of the following Sub-Advisers: Alliance Capital Management, L.P.; Ariel Capital Management, LLC; BNY Investment Advisors; Federated Investment Management Company; INVESCO Global Asset Management (N.A.), Inc.; Franklin Advisers, Inc.; Janus Capital Management, LLC; Loomis, Sayles & Company, L.P.; Massachusetts Financial Services Company; Salomon Brothers Asset Management Company Inc.; T. Rowe Price Associates, Inc.; and Trusco Capital Management, Inc.

Based on its review of the Advisory Agreement and Sub-Advisory Agreements (collectively, the "Agreements"), the information described below, and such considerations as the Board deemed relevant, the Board concluded that the terms of the Agreements are fair and reasonable, and that the advisory and sub-advisory fee rates provided in the Agreements are fair and reasonable in relation to the services rendered.

The Independent Directors met separately on March 28, 2006, with independent legal counsel to review and evaluate in advance of the Meeting information furnished by MCM and the Sub-Advisers in connection with the proposed continuation of the Agreements. In approving the Agreements, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Agreements. The Board also noted that information regarding performance is provided to the Board on an ongoing basis at regular meetings of the Board held throughout the year. Discussed below are the principal factors considered by the Board in approving the Agreements. This discussion is not intended to be all-inclusive. In approving the Agreements, the Board did not identify any single factor as being determinative. Rather, the Board's approvals were based on each Director's business judgment after consideration of the information as a whole. Individual Directors may have weighted certain factors differently and assigned varying degrees of materiality to information considered by the Board.

Under the terms of the Advisory Agreement, MCM acts as investment adviser and, subject to oversight by the Board, directs the investments of each Portfolio in accordance with its investment objective, policies and limitations. MCM also provides, subject to oversight by the Board, the management and administrative services necessary for the operation of the Fund. In addition, the Fund operates under a manager-of-managers structure pursuant to an order issued by the United States Securities and Exchange Commission, which permits MCM to enter into and materially amend Sub-Advisory Agreements without shareholder approval. Under this structure, MCM is also responsible for monitoring and evaluating the performance of the Sub-Advisers and for recommending the hiring, termination and replacement of Sub-Advisers to the Board.

Under the terms of the Sub-Advisory Agreements noted above, each Sub-Adviser, subject to general supervision and oversight by MCM and the Board, is responsible for the day-to-day management of the Portfolio(s) sub-advised by it, and for making decisions to buy, sell, or hold any particular security. MCM is responsible for the day-to-day management of the Portfolios that do not have a Sub-Adviser.

Nature, Extent and Quality of Services.

The Board considered and concluded that it was satisfied with the nature, extent, and quality of services provided and to be provided by MCM to each Portfolio and by each Sub-Adviser to the applicable Portfolio(s). In this regard, the Board considered, among other things, MCM's and each Sub-Adviser's personnel, experience, resources and track record, their ability to provide or obtain such services as may be necessary in managing, acquiring and disposing of investments on behalf of the Portfolios, consulting by the Sub-Advisers as appropriate with MCM, and performing research and obtaining and evaluating the economic, statistical and financial data relevant to the investment policies of the Portfolios. The Board also considered MCM's and each Sub-Adviser's reputation for management of their specific investment strategies, MCM's and each Sub-Adviser's overall financial condition, technical resources, and operational capabilities. Consideration was given to the fact that at regular meetings of the Board held throughout the year, the Board meets with representatives of MCM and of the Sub-Advisers to discuss portfolio management strategies, benchmark index tracking for each Index Portfolio, and the performance of each Portfolio. The Board also considered MCM's and each Sub-Adviser's practices regarding the selection and compensation of brokers and dealers that execute portfolio transactions for the Portfolios and the procedures MCM and each Sub-Adviser use for obtaining best execution for transactions in the Portfolios. Consideration was also given to the Portfolios' turnover rates in relation to the quality of the services provided.

Investment Performance.

The Board considered and concluded that, as to each Portfolio, it was satisfied with the investment performance of the Portfolios or satisfied with the steps being taken to address under-performance. The Board reviewed information regarding the investment performance of each Portfolio, as compared against various benchmarks and the performance of similar funds. For each Portfolio, the performance information included the annualized returns for the one-, three-, five-, and ten-year periods ended December 31, 2005, to the extent applicable, risk-weighted performance measures, and the Portfolios' Morningstar category and overall ratings. The Board considered the composition of each Portfolio's "peer" funds, as determined by MCM, based on the Portfolio's Morningstar category. The Board noted in each case how the Portfolios performed relative to the short- and long-term returns of applicable benchmarks and peer funds.

Costs and Profitability.

The Board considered the cost of services to be provided and profits to be realized by MCM and each Sub-Adviser and their affiliates from their relationships with the Portfolios. The Board concluded that the cost of services and the profitability of MCM and, to the extent such information was available, the Sub-Advisers, were reasonable in relation to the nature, extent and quality of the services rendered. With respect to the cost of services, the Board considered the structure and the level of the applicable investment management fees and other expenses payable by the Portfolios, as well as the structure and level of the applicable sub-advisory fees payable by MCM to the Sub-Advisers. In evaluating the applicable management and sub-advisory fees, the Board considered the fees payable by and the total expense ratios of similar funds managed by other advisers, as determined by MCM based on each Portfolio's Morningstar category. The Board also considered each Portfolio's total expense ratio in comparison to the median expense ratio for all funds within the same Morningstar fund category as the Portfolio. Based on the information provided, the Board concluded that the total expenses of the Portfolios (including management fees) were within the range of fees paid by similar funds, and that the Portfolios' expense ratios were generally near or below the median expense ratio for the applicable Morningstar fund category. With respect to the sub-advisory fees, it was noted that the rates payable by MCM to the Sub-Advisers were the result of arms-length negotiations since none of the Sub-Advisers is an affiliate of MCM.

The Board considered the overall financial soundness of MCM and each Sub-Adviser and the profits to be realized by MCM and its affiliates and, to the extent practicable, the Sub-Adviser and its affiliates. The Board requested and reviewed the financial statements of and profitability information from MCM and, to the extent such information was available, the Sub-Advisers. In evaluating the information provided by MCM, the Board noted that there are limitations inherent in allocating costs and calculating profitability for

an organization such as MCM, and that it is difficult to make comparisons of profitability among advisers because comparative information is not generally available to the public and, when available, is qualified by various assumptions and other factors.

Economies of Scale.

The Board considered the extent to which economies of scale may be realized as the Portfolios grow and whether current fee levels reflect these economies of scale for the benefit of investors. In evaluating economies of scale, the Board considered, among other things, the current level of management and sub-advisory fees payable by the Portfolios and MCM, the profitability and financial condition of MCM, and the current level of Portfolio assets. The Board concluded that the Portfolios were not of sufficient size to identify economies of scale, and that no changes were currently necessary to reflect economies of scale.

Other Factors.

The Board also considered ancillary benefits derived or to be derived by MCM or the Sub-Advisers from their relationships with the Portfolios as part of the total mix of information evaluated by the Board. In this regard, the Board noted that certain Sub-Advisers received ancillary benefits from soft dollar arrangements by which brokers provide research to the Sub-Adviser in return for allocating Portfolios brokerage. The Board also noted where services were provided to the Portfolios by an affiliate of MCM or a Sub-Adviser, and took into account the fact that the Portfolios are used as funding vehicles under variable life and annuity contracts offered by insurance companies affiliated with MCM and as funding vehicles under retirement plans for which affiliates of MCM may provide various retirement plan services. The Board also considered the extent to which the Profile Funds may invest in certain fixed interest contracts issued and guaranteed by MCM's parent company, Great-West Life & Annuity Insurance Company ("GWL&A"), and the benefits derived or to be derived by GWL&A from such investments. The Board concluded that management and sub-advisory fees were reasonable, taking into account the ancillary benefits.

ITEM 2.CODE OF ETHICS.

Not required in filing.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not required in filing.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not required in filing.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not required in filing.

ITEM 6. SCHEDULE OF INVESTMENTS.

The schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the commission's rules and forms and that such material information is accumulated and communicated to the registrant's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.

(b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a) (1) Not required in filing.

(2) A separate certification for each principal executive and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MAXIM SERIES FUND, INC.
By:	/s/ W. T. McCallum
	W. T. McCallum
	President
Date:   August 25, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:	/s/ W. T. McCallum
	W. T. McCallum
	President
Date:   August 25, 2006
By:	/s/ G. R. McDonald
	G. R. McDonald
	Treasurer
Date:   August 25, 2006