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: December 31, 2006

ITEM 1.REPORTS TO STOCKHOLDERS

MAXIM SERIES FUND, INC.

Maxim High Yield Bond Portfolio

Annual Report

December 31, 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 of Maxim Series Fund, Inc. (“Maxim Series Fund” or the “Fund”), which include details as to offering price and other information.

Maxim High Yield Bond Portfolio

During the 12-month period ending December 31, 2006, the Maxim High Yield Bond Portfolio, returned 10.12%, underperforming the fund's benchmark, the Citigroup High Yield Market Index, which returned 11.30% during the period.

The Citigroup High Yield Index returned 11.30% for the 12-month period ending December 31, 2006. The Portfolio outperformed the Lehman Aggregate and Emerging Markets, which returned 4.33% and 10.49%, respectively and trailed the S&P 500 which returned 15.84%. The Portfolio generated over 800 basis points (bps) of excess return for the year. Lower rated faired better than higher-rated issuers. Specifically, CCC and lower rated issues on average gained approximately +19.40% for the period, while B’s and BB’s returned approximately +12.00% and +9.80% respectively. The option-adjusted spread (OAS) of the Index narrowed from +356bps as of 12/31/05 to +284bps as of 12/31/06. The best performing industries included Media Cable and Consumer Cyclical which returned 20.37% and 16.10%, respectively. Charter Communications was the top Media Cable performer returning 34.39% for the period. Charter has, for the most part, completed their cable system upgrades and is expected to realize significant revenue increases with the roll-out of new products. GM was the top performing Consumer Cyclical performer returning 28.33%. GM bondholders benefited from GM’s restructuring efforts. In addition GM’s sale of a majority stake in their finance unit, GMAC, helped bolster GM’s liquidity profile. New issue high yield supply totaled approximately $144bn in 2006, higher than the prior annual record of $137.7bn set in 1998. LBO acquisition financings accounted for 47% of new issue volumes, the highest level on record. The most notable transactions included the financing for HCA’s $33bn LBO, the largest LBO on record and Freescale’s $5.95bn transaction was the largest high yield deal ever. 2006 also marked the first time that acquisition related financing topped refinancing related transactions, approximately $68bn versus approximately 58bn. The US speculative grade default rate fell from 2.34% (on an issuer-weighted basis) at the end of 2005 to 1.82% for the trailing 12 months ended Dec 2006. A 25 year low only 20 companies defaulted during the period. The average annual default rate from 1980-2006 was 4.52%.

The following Maxim High Yield Bond Portfolio positioning impacted relative performance for 2006. Issue selection aided relative performance due to an overweight to Level 3 Communications which returned 33.22% and due to 8 of the 10 largest underweights underperforming the market. Underweight to General Motors and Ford hurt performance which returned 28.33% and 21.93% respectively. Sector allocation had marginal impact on performance as the positive impact of an overweight to Media Cable, which returned 2.37%, and an underweight to Utilities, which returned 9.10%, was offset by the negative impact of an overweight to Media Non-Cable, which returned 10.09% and an underweight to Consumer Cyclicals, which returned 16.10%. Ratings distribution aided relative performance due to an overweight to CCC rated issues, which returned 19.40%, and an underweight to BB rated issues, which returned 9.80%.

	Maxim High Yield Bond	Citigroup High Yield Index
05/21/2003	10,000.00	10,000.00
12/31/2003	10,890.00	11,273.00
12/31/2004	11,909.30	12,489.36

12/31/2005	12,220.14	12,749.14
12/31/2006	13,456.81	14,263.91

Maxim High Yield Portfolio

Total Return –

One Year: 10.12%

Since inception: 8.43%

Portfolio Inception: 5/21/2003

This graph, prepared in accordance with SEC regulations, compares a $10,000 investment in the Maxim High Yield Portfolio, made at its inception, with the performance of the Citigroup High Yield Index. Results include the reinvestment of all dividends and capital gains distributions. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of High Yield Bond Portfolio of the Maxim Series Fund, Inc. (the “Fund”) as of December 31, 2006, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period ended December 31, 2006 and for the period from May 21, 2003 (inception) to December 31, 2003. 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 the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting.  Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2006, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of High Yield Bond Portfolio of the Maxim Series Fund, Inc. as of December 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period ended December 31, 2006 and for the period from May 21, 2003 (inception) to December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

February 23, 2007

MAXIM SERIES FUND, INC.

Financial Statements and Financial Highlights for the Years Ended December 31, 2006 and 2005

Maxim High Yield Bond Portfolio (formerly known as Maxim Salomon Brothers High Yield Bond Portfolio)

MAXIM SERIES FUND, INC.
MAXIM HIGH YIELD BOND PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2006
ASSETS:
	Investments in securities, market value (1)	$	159,401,833
	Cash		1,040
	Collateral for securities loaned		27,231,931
	Interest receivable		3,297,031
	Subscriptions receivable		371,051
	Receivable for investments sold		180,420
	Total assets		190,483,306
LIABILITIES:
	Due to investment adviser		150,837
	Payable upon return of securities loaned		27,231,931
	Redemptions payable		815,749
	Total liabilities		28,198,517
NET ASSETS		$	162,284,789
NET ASSETS REPRESENTED BY:
	Capital stock, $.10 par value	$	1,569,257
	Additional paid-in capital		157,746,858
	Net unrealized appreciation on investments		3,383,666
	Accumulated net realized loss on investments		(414,992)
NET ASSETS		$	162,284,789
NET ASSET VALUE PER OUTSTANDING SHARE		$	10.34
(Offering and Redemption Price)
SHARES OF CAPITAL STOCK:
	Authorized		150,000,000
	Outstanding		15,692,574
(1) Cost of investments in securities:		$	156,018,167

See notes to financial statements.

MAXIM SERIES FUND, INC.
MAXIM HIGH YIELD BOND PORTFOLIO
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2006
INVESTMENT INCOME:
	Interest	$	11,887,137
	Income from securities lending		114,577
	Dividends		6,525
	Total income		12,008,239
EXPENSES:
	Management fees		1,658,673
NET INVESTMENT INCOME			10,349,566
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Net realized loss on investments		(346,156)
	Change in net unrealized appreciation on investments		4,581,728
	Net realized and unrealized gain on investments		4,235,572
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	14,585,138
See notes to financial statements.

MAXIM SERIES FUND, INC.
MAXIM HIGH YIELD BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2006 AND 2005
			2006		2005
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income	$	10,349,566	$	8,262,211
	Net realized gain (loss) on investments		(346,156)		1,111,527
	Change in net unrealized appreciation (depreciation) on investments		4,581,728		(5,871,377)
	Net increase in net assets resulting from operations		14,585,138		3,502,361
DISTRIBUTIONS TO SHAREHOLDERS:
	From net investment income		(10,426,100)		(8,239,186)
	From net realized gains		0		(1,456,481)
	Total distributions		(10,426,100)		(9,695,667)
SHARE TRANSACTIONS:
	Net proceeds from sales of shares		73,882,194		69,362,216
	Reinvestment of distributions		10,426,100		9,695,667
	Redemptions of shares		(56,357,458)		(60,704,250)
	Net increase in net assets resulting from share transactions		27,950,836		18,353,633

	Total increase in net assets		32,109,874		12,160,327
NET ASSETS:
	Beginning of period		130,174,915		118,014,588
	End of period (1)	$	162,284,789	$	130,174,915
			0		0
OTHER INFORMATION:
SHARES:
	Sold		7,202,830		6,650,021
	Issued in reinvestment of distributions		1,033,896		955,875
	Redeemed		(5,495,514)		(5,826,127)
	Net increase		2,741,212		1,779,769
(1) Including undistributed net investment income		$	0	$	26,950
See notes to financial statements.

MAXIM SERIES FUND, INC.
MAXIM HIGH YIELD BOND PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the period indicated is as follows:
		Year Ended December 31,						Period Ended December 31,
		2006		2005		2004		2003 +
Net Asset Value, Beginning of Period	$	10.05	$	10.56	$	10.54	$	10.00
Income from Investment Operations
Net investment income		0.70		0.66		0.71		0.29
Net realized and unrealized gain (loss)		0.29		(0.39)		0.24		0.60
Total Income From Investment Operations		0.99		0.27		0.95		0.89
Less Distributions
From net investment income		(0.70)		(0.66)		(0.71)		(0.28)
From net realized gains		0.00		(0.12)		(0.22)		(0.07)
Total Distributions		(0.70)		(0.78)		(0.93)		(0.35)
Net Asset Value, End of Period	$	10.34	$	10.05	$	10.56	$	10.54

Total Return			10.12%		2.61%		9.36%		8.90%	w
Net Assets, End of Period ($000)		$	162,285	$	130,175	$	118,015	$	128,029
Ratio of Expenses to Average Net Assets			1.10%		1.10%		1.10%		1.10%	*
Ratio of Net Investment Income to
	Average Net Assets		6.86%		6.50%		6.10%		5.18%	*
Portfolio Turnover Rate			80.70%		50.80%		179.98%		110.88%	w
+	The portfolio commenced operations on May 21, 2003.
w	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 HIGH YIELD BOND PORTFOLIO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2006

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-one portfolios. Interests in the Maxim High Yield Bond Portfolio (the Portfolio) are included herein and are represented by a separate class of beneficial interest of the Fund. Effective December 7, 2006, the Maxim Salomon Brothers High Yield Bond Portfolio’s name changed to Maxim High Yield Bond Portfolio. The investment objective of the Portfolio is to seek to obtain high current income with capital appreciation as a secondary objective when consistent with the primary objective. 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 invests in high yield bonds, some of which may be rated below investment grade. These high yield bonds may be more susceptible than higher grade bonds to real or perceived adverse economic or industry conditions. The secondary market, on which high yield bonds are traded, may also be less liquid than the market for higher grade bonds.

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.

Restricted Securities

The Portfolio may own certain investment securities which are restricted as to resale under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities are valued after giving due consideration to pertinent factors including recent private sales, market conditions, and the issuer’s financial performance. Aggregate cost, fair value and percent of net assets of these restricted securities held at December 31, 2006 were $25,362,965, $26,052,697 and 16.05%, respectively.

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 semi-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.

Application of Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109 “Accounting for Income Taxes”. FIN 48 prescribes a recognition

threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Portfolio has evaluated the impact that the adoption of FIN 48 will have on its financial position and the results of its operations and does not anticipate that there will be any adjustments required.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. FAS 157 shall be effective for financial statements issued for fiscal years beginning after November 15, 2007. The Portfolio is evaluating the impact that the adoption of FAS 157 will have on its financial position and the results of its operations. As such, any necessary adjustments pursuant to FAS 157 will be reflected on the semi-annual report for the period ending June 30, 2008.

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 Great-West Life & Annuity Insurance Company (GWL&A). As compensation for its services to the Fund, the investment adviser receives monthly compensation at the annual rate of 1.10% 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 December 31, 2006, there were thirty-one 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 $102,000for the year ended December 31, 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 year ended December 31, 2006, the aggregate cost of purchases and proceeds from sales of investment securities (excluding all U.S. Government securities and short-term securities) were $144,258,351 and $114,995,306, respectively. For the same period, there were no purchases or sales of long-term U.S. Government securities.

4. UNREALIZED APPRECIATION (DEPRECIATION)

At December 31, 2006, the U.S. Federal income tax cost basis was $156,050,230. The Portfolio had gross appreciation of securities in which there was an excess of value over tax cost of $4,587,820 and gross depreciation of securities in which there was an excess of tax cost over value of $1,236,217 resulting in net appreciation of $3,351,603.

5. SECURITIES LOANED

The Portfolio has entered into a securities lending agreement with its custodian. Under the terms of the agreement the Portfolio receives annual income, recorded monthly, after deductions of other amounts payable to the custodian or to the borrower from lending transactions. In exchange for such fees, the custodian is authorized to loan securities on behalf of the Portfolio against receipt of cash collateral at least equal in value at all times to the value of the securities loaned plus accrued interest. Cash collateral is invested by the custodian in securities approved by the Board of Directors and is disclosed as “Collateral for securities loaned” in the Statement of Assets and Liabilities. The Portfolio also continues to receive interest or dividends on the securities loaned. As of December 31, 2006, the Portfolio had securities on loan valued at $26,970,292 and received collateral of $27,231,931 for such loan. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment.

6. DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the years ended December 31, 2006 and 2005 were as follows:

		2006		2005
Distributions paid from:
Ordinary income	$	10,426,100	$4	9,232,071
Long-term capital gain		0		463,596
	$	10,426,100	$	9,695,667

As of December 31, 2006, the components of distributable earnings on a tax basis were as follows:

Undistributed ordinary income	$	0
Undistributed capital gains		0
Net accumulated earnings		0
Net unrealized appreciation on investments		3,351,603
Capital loss carryforwards (expiring in 2014)		(382,929)
Post-October losses		0
Total accumulated gain on investments	$	2,968,674

Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. The differences between book basis

and tax basis are primarily due to tax deferral of losses on wash sales. For the year ended December 31, 2006 the Portfolio reclassified $46,706 from paid-in capital to undistributed net investment income and $2,878 from accumulated net realized loss on investments to undistributed net investment income. These adjustments have no impact on net assets or the results of operations. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain was recorded by the Portfolio.

MAXIM SERIES FUND, INC.

MAXIM HIGH YIELD BOND PORTFOLIO

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2006

BONDS

Par Value ($) Value ($)

AEROSPACE & DEFENSE --- 1.62%

430,000 Alliant Techsystems Inc 430,000

Senior Subordinated Notes

6.750% April 1, 2016

770,000 DRS Technologies Inc 775,775

Senior Notes

6.625% February 1, 2016

150,000 L-3 Communications Corp 148,500

Senior Subordinated Notes

6.375% October 15, 2015

495,000 L-3 Communications Corp 512,325

Bonds

7.625% June 15, 2012

105,000 L-3 Communications Corp ^^ 101,325

Senior Subordinated Notes

5.875% January 15, 2015

205,000 Sequa Corp 219,350

Senior Notes

9.000% August 1, 2009

375,000 TransDigm Inc 386,250

Subordinated Notes

7.750% July 15, 2014

$2,573,525

AIRLINES --- 1.39%

380,000 Continental Airlines Inc 382,850

Pass Thru Certificates

8.750% December 1, 2011

209,263 Delta Air Lines Inc ** 210,309

Pass Thru Certificates

6.619% March 18, 2011

320,000 Delta Air Lines Inc ** 318,800

Pass Thru Certificates

7.711% September 18, 2011

920,000 Delta Air Lines Inc ** ^^ 933,800

Pass Thru Certificates

7.111% March 18, 2011

334,946 United Air Lines Inc ** 365,091

Pass Thru Certificates

8.030% July 1, 2011

$2,210,850

AUTO PARTS & EQUIPMENT --- 1.21%

455,000 Keystone Automotive Operations Inc 450,450

Senior Subordinated Notes

9.750% November 1, 2013

277,000 TRW Automotive Inc ^^ 303,661

Senior Subordinated Notes

11.000% February 15, 2013

725,000 Visteon Corp ^^ 706,875

Senior Notes

8.250% August 1, 2010

520,000 Visteon Corp ^^ 455,000

Senior Notes

7.000% March 10, 2014

$1,915,986

AUTOMOBILES --- 3.52%

290,000 Asbury Automotive Group Inc 303,050

Company Guaranteed notes

9.000% June 15, 2012

185,000 Ford Motor Co 160,950

Debentures

8.875% January 15, 2022

400,000 Ford Motor Co 359,000

Debentures

8.900% January 15, 2032

210,000 Ford Motor Co 224,438

Convertible

4.250% December 15, 2036

2,380,000 Ford Motor Co ^^ 1,868,300

Notes

7.450% July 16, 2031

375,000 General Motors Corp 348,750

Senior Debentures

8.250% July 15, 2023

385,000 General Motors Corp 373,450

Notes

7.200% January 15, 2011

2,120,000 General Motors Corp ^^ 1,961,000

Debentures

8.375% July 15, 2033

$5,598,938

BROADCAST/MEDIA --- 7.93%

590,000 CCH I Holdings LLC + ^^ 532,475

Step Bonds 0% - 11.750%

11.750% May 15, 2014

27,000 CCH I LLC 27,607

Bonds

11.000% October 1, 2015

860,000 CCH I LLC 882,575

Secured Notes

11.000% October 1, 2015

442,000 CCH II LLC 470,730

Notes

10.250% October 1, 2013

750,000 CCH II LLC 784,688

Senior Notes

10.250% September 15, 2010

505,000 CMP Susquehanna Corp # ^^ 502,475

Senior Subordinated Notes

9.875% May 15, 2014

20,000 CSC Holdings Inc 20,725

Debentures

8.125% August 15, 2009

220,000 CSC Holdings Inc # ^^ 214,500

Senior Notes

6.750% April 15, 2012

1,030,000 CSC Holdings Inc ^^ 1,067,338

Senior Notes

8.125% July 15, 2009

215,000 Charter Communications Holdings LLC 200,488

Senior Discount Notes

13.880% January 15, 2012

180,000 Charter Communications Holdings LLC 172,800

Senior Discount Notes

11.750% May 15, 2011

50,000 Charter Communications Holdings LLC 46,250

Senior Discount Notes

9.920% April 1, 2011

250,000 Charter Communications Operating LLC # 260,938

Senior Notes

8.375% April 30, 2014

655,000 DirecTV 681,200

Senior Notes

8.375% March 15, 2013

765,000 EchoStar DBS Corp 764,044

Senior Notes

7.000% October 1, 2013

210,000 EchoStar DBS Corp 210,000

Company Guaranteed Notes

7.125% February 1, 2016

1,100,000 EchoStar DBS Corp 1,072,500

Company Guaranteed Notes

6.625% October 1, 2014

140,000 ION Media Networks Inc # ++ 141,750

Secured Notes

11.624% January 15, 2013

250,000 Insight Communications Co Inc + 261,875

Step Bond 0% - 12.250%

12.250% February 15, 2011

735,000 Kabel Deutschland GmbH 814,931

Notes

10.625% July 1, 2014

635,000 LodgeNet Entertainment Corp 684,213

Senior Notes

9.500% June 15, 2013

415,000 Rainbow National Services LLC # 461,169

Senior Subordinated Debentures

10.375% September 1, 2014

210,000 Rainbow National Services LLC # 220,763

Senior Notes

8.750% September 1, 2012

10,000 Rogers Cable Inc 9,562

Secured Notes

5.500% March 15, 2014

15,000 Rogers Cable Inc 15,113

Secured Notes

6.250% June 15, 2013

865,000 Rogers Cable Inc 891,241

Secured Notes

6.750% March 15, 2015

315,000 Sinclair Broadcast Group Inc 325,238

Company Guaranteed Notes

8.000% March 15, 2012

400,000 Videotron Ltee 391,000

Notes

6.375% December 15, 2015

160,000 XM Satellite Radio Inc ++ 155,600

Senior Notes

9.871% May 1, 2013

350,000 XM Satellite Radio Inc ^^ 350,000

Senior Notes

9.750% May 1, 2014

$12,633,788

BUILDING MATERIALS --- 1.51%

890,000 Associated Materials Inc + 600,750

Step Bond 0% - 11.250%

13.960% March 1, 2014

370,000 Associated Materials Inc ^^ 381,100

Company Guaranteed Notes

9.750% April 15, 2012

1,445,000 NTK Holdings Inc + 1,011,500

Step Bond 0% - 10.750%

6.010% March 1, 2014

425,000 Nortek Inc 416,500

Senior Subordinated Notes

8.500% September 1, 2014

$2,409,850

CHEMICALS --- 2.75%

200,000 ARCO Chemical Co 231,000

Debentures

9.800% February 1, 2020

110,000 Chemtura Corp 105,875

Notes

6.875% June 1, 2016

500,000 Equistar Chemicals LP 532,500

Senior Notes

10.625% May 1, 2011

800,000 Georgia Gulf Corp ^^ # 780,000

Senior Notes

9.500% October 15, 2014

240,000 Huntsman International LLC # ^^ 241,800

Notes

7.875% November 15, 2014

175,000 Lyondell Chemical Co 183,750

Company Guaranteed Notes

8.250% September 15, 2016

210,000 Lyondell Chemical Co 217,875

Company Guaranteed Notes

8.000% September 15, 2014

40,000 Lyondell Chemical Co 44,000

Company Guaranteed Notes

10.500% June 1, 2013

465,000 Lyondell Chemical Co 499,875

Secured Notes

11.125% July 15, 2012

500,000 Millennium America Inc 516,250

Company Guaranteed Notes

9.250% June 15, 2008

765,000 Montell Finance Co BV # 726,750

Company Guaranteed Notes

8.100% March 15, 2027

320,000 Westlake Chemical Corp 309,600

Company Guaranteed Notes

6.625% January 15, 2016

$4,389,275

COMMUNICATIONS - EQUIPMENT --- 0.30%

515,000 Lucent Technologies Inc 475,088

Debentures

6.450% March 15, 2029

$475,088

COMPUTER HARDWARE & SYSTEMS --- 0.20%

350,000 Activant Solutions Inc # 325,500

Senior Subordinated Notes

9.500% May 1, 2016

$325,500

COMPUTER SOFTWARE & SERVICES --- 1.46%

1,170,000 SunGard Data Systems Inc 1,248,975

Senior Subordinated Notes

10.250% August 15, 2015

175,000 SunGard Data Systems Inc ^^ 183,750

Senior Unsecured Notes

9.125% August 15, 2013

546,239 UGS Capital Corp II # ++ 559,895

Senior Notes

10.348% June 1, 2011

310,000 UGS Corp 337,900

Company Guaranteed Notes

10.000% June 1, 2012

$2,330,520

CONTAINERS --- 2.64%

540,000 Berry Plastics Holding Corp # 548,100

Secured Notes

8.875% September 15, 2014

755,000 Graham Packaging Co Inc ^^ 762,550

Subordinated Notes

9.875% October 15, 2014

325,000 Graphic Packaging International Corp 336,375

Senior Notes

8.500% August 15, 2011

425,000 Graphic Packaging International Corp ^^ 448,375

Senior Notes

9.500% August 15, 2013

1,099,000 Owens-Brockway Glass Containers Inc 1,123,728

Company Guaranteed Notes

8.875% February 15, 2009

325,000 Plastipak Holdings Inc # 338,000

Senior Notes

8.500% December 15, 2015

665,000 Smurfit-Stone Container Enterprises Inc 651,700

Senior Notes

8.375% July 1, 2012

$4,208,828

ELECTRIC COMPANIES --- 2.54%

840,000 Allegheny Energy Supply Co LLC # 921,900

Bonds

8.250% April 15, 2012

90,000 Edison Mission Energy 94,050

Senior Notes

7.500% June 15, 2013

400,000 Edison Mission Energy 414,000

Senior Notes

7.730% June 15, 2009

480,000 Edison Mission Energy ^^ 508,800

Senior Notes

7.750% June 15, 2016

90,000 IPALCO Enterprises Inc 97,875

Senior Secured Notes

8.625% November 14, 2011

325,000 Inergy LP/Inergy Finance Corp 319,313

Senior Notes

6.875% December 15, 2014

638,622 Midwest Generation LLC 704,081

Pass Thru Certificates

8.560% January 2, 2016

890,000 Mission Energy Holding Co 981,225

Secured Notes

13.500% July 15, 2008

$4,041,244

ELECTRONIC INSTRUMENTS & EQUIP --- 0.31%

360,000 NXP BV # 372,150

Secured Notes

7.875% October 15, 2014

120,000 NXP BV # ^^ 123,000

Senior Notes

9.500% October 15, 2015

$495,150

ELECTRONICS - SEMICONDUCTOR --- 0.48%

770,000 Freescale Semiconductor Inc # 767,113

Senior Notes

8.875% December 15, 2014

$767,113

FINANCIAL SERVICES --- 5.75%

475,000 BCP Crystal US Holdings 524,875

Senior Subordinated Notes

9.625% June 15, 2014

150,000 CitiSteel USA Inc # 169,500

Secured Notes

15.000% October 1, 2010

190,000 CitiSteel USA Inc ++ 196,650

Notes

12.949% September 1, 2010

300,000 Ford Motor Credit Co 302,492

Notes

7.875% June 15, 2010

260,000 Ford Motor Credit Co 248,295

Notes

7.000% October 1, 2013

260,000 Ford Motor Credit Co 256,919

Notes

8.000% December 15, 2016

715,000 Ford Motor Credit Co 764,711

Senior Notes

9.875% August 10, 2011

521,000 Ford Motor Credit Co # ++ 556,122

Notes

10.610% June 15, 2011

285,000 Ford Motor Credit Co ++ 302,026

Notes

9.824% April 15, 2012

482,500 Ford Motor Credit Co ++ 478,118

Notes

8.123% January 13, 2012

3,000,000 General Motors Acceptance Corp 3,443,905

Bonds

8.000% November 1, 2031

960,000 General Motors Acceptance Corp 985,751

Notes

6.875% August 28, 2012

65,000 Hexion US Financial Corp/Hexion Nova Scotia Finance ULC # 65,894

Secured Notes

9.750% November 15, 2014

705,000 JSG Funding PLC 747,300

Senior Notes

9.625% October 1, 2012

130,000 Milacron Escrow Corp 123,500

Secured Notes

11.500% May 15, 2011

$9,166,058

FOOD & BEVERAGES --- 0.72%

460,000 Constellation Brands Inc 472,650

Company Guaranteed Notes

7.250% September 1, 2016

545,000 Dole Food Co Inc 519,113

Company Guaranteed Notes

7.250% June 15, 2010

165,000 Dole Food Co Inc ^^ 162,525

Senior Notes

8.875% March 15, 2011

$1,154,288

FOREIGN GOVERNMENTS --- 2.02%

50,000 Government of Brazil 60,625

Bonds

8.250% January 20, 2034

155,000 Government of Brazil 191,425

Notes

8.750% February 4, 2025

520,000 Government of Brazil 578,240

Notes

8.000% January 15, 2018

235,000 Government of Mexico 285,525

Notes

8.125% December 30, 2019

247,000 Government of Mexico 259,721

Notes

6.375% January 16, 2013

175,000 Government of Mexico 213,850

Notes

8.000% September 24, 2022

79,000 Government of Panama 105,465

Global Bonds

9.375% April 1, 2029

1,320,000 Government of Russia + 1,490,148

Step Bond 2.250% - 7.500%

5.000% March 31, 2030

38,889 Government of Russia + 40,654

Step Bond 2.250% - 7.500%

8.250% March 31, 2010

$3,225,653

GOLD, METALS & MINING --- 1.20%

375,000 Alpha Natural Resources LLC 406,875

Company Guaranteed Notes

10.000% June 1, 2012

560,000 International Coal Group Inc 560,000

Senior Notes

10.250% July 15, 2014

520,000 Metals USA Holding Corp # ++ 499,200

Senior Notes

11.374% January 15, 2012

425,000 Rathgibson Inc 450,500

Senior Notes

11.250% February 15, 2014

$1,916,575

HEALTH CARE RELATED --- 5.62%

450,000 AmeriPath Inc 487,125

Company Guaranteed Notes

10.500% April 1, 2013

515,000 Community Health Systems Inc 507,275

Senior Subordinated Notes

6.500% December 15, 2012

900,000 DaVita Inc 918,000

Senior Subordinated Notes

7.250% March 15, 2015

190,000 HCA Inc 157,263

Notes

7.690% June 15, 2025

1,520,000 HCA Inc 1,143,219

Debentures

7.500% November 15, 2095

20,000 HCA Inc 18,300

Notes

6.300% October 1, 2012

225,000 HCA Inc 190,688

Notes

6.375% January 15, 2015

500,000 HCA Inc # 535,625

Secured Notes

9.250% November 15, 2016

455,000 HCA Inc # 489,125

Secured Notes

9.625% November 15, 2016

20,000 HCA Inc ^^ 16,850

Bonds

6.500% February 15, 2016

500,000 IASIS Healthcare 506,250

Senior Subordinated Notes

8.750% June 15, 2014

665,000 Leiner Health Products Inc ^^ 688,275

Senior Subordinated Notes

11.000% June 1, 2012

300,000 Psychiatric Solutions Inc 299,250

Company Guaranteed Notes

7.750% July 15, 2015

259,000 Psychiatric Solutions Inc 284,900

Senior Subordinated Notes

10.625% June 15, 2013

275,000 Tenet Healthcare Corp 275,000

Senior Notes

10.000% February 1, 2015

1,800,000 Tenet Healthcare Corp 1,831,500

Senior Notes

9.875% July 1, 2014

600,000 Triad Hospitals Inc 603,750

Senior Subordinated Notes

7.000% November 15, 2013

$8,952,395

HOMEBUILDING --- 1.50%

55,000 Beazer Homes USA Inc 53,900

Company Guaranteed Notes

6.875% July 15, 2015

500,000 Beazer Homes USA Inc ^^ 530,000

Senior Notes

8.125% June 15, 2016

595,000 DR Horton Inc 622,791

Company Guaranteed Bonds

8.500% April 15, 2012

345,000 K Hovnanian Enterprises Inc 346,725

Company Guaranteed Notes

7.500% May 15, 2016

790,000 K Hovnanian Enterprises Inc ^^ 841,350

Senior Notes

8.625% January 15, 2017

$2,394,766

HOTELS/MOTELS --- 2.14%

450,000 Hilton Hotels Corp 477,000

Notes

7.625% December 1, 2012

720,000 Inn of the Mountain Gods 777,600

Senior Notes

12.000% November 15, 2010

425,000 Las Vegas Sands Corp 411,719

Senior Notes

6.375% February 15, 2015

450,000 MGM Mirage Inc 451,125

Senior Notes

7.625% January 15, 2017

800,000 MGM Mirage Inc 788,000

Senior Notes

6.750% September 1, 2012

500,000 Turning Stone Casino Resort Enterprise # 512,500

Senior Notes

9.125% December 15, 2010

$3,417,944

HOUSEHOLD GOODS --- 1.35%

55,000 American Greetings Corp 56,513

Senior Unsecured Notes

7.375% June 1, 2016

210,000 Interface Inc 232,050

Senior Notes

10.375% February 1, 2010

65,000 Norcraft Cos LP 67,275

Senior Subordinated Notes

9.000% November 1, 2011

1,060,000 Norcraft Holdings LP + 895,700

Step Bond 0% - 9.750%

9.940% September 1, 2012

500,000 Sealy Mattress Co 522,500

Senior Subordinated Notes

8.250% June 15, 2014

225,000 Simmons Bedding Co ^^ 227,813

Senior Subordinated Notes

7.875% January 15, 2014

50,000 Simmons Bedding Co ^^ 39,250

Senior Notes

10.000% December 15, 2014

136,000 Spectrum Brands Inc 117,640

Company Guaranteed Notes

7.375% February 1, 2015

$2,158,741

INDEPENDENT POWER PRODUCTS --- 2.51%

775,000 AES China Generating Co Ltd 774,888

Bonds

8.250% June 26, 2010

905,000 Mirant North America LLC 918,575

Company Guaranteed Notes

7.375% December 31, 2013

225,000 NRG Energy Inc 226,688

Company Guaranteed Notes

7.250% February 1, 2014

1,555,000 NRG Energy Inc 1,562,775

Company Guaranteed Notes

7.375% February 1, 2016

85,000 NRG Energy Inc 85,213

Notes

7.375% January 15, 2017

380,000 Orion Power Holdings Inc 431,300

Senior Notes

12.000% May 1, 2010

$3,999,439

INSURANCE RELATED --- 1.32%

910,000 Crum & Forster Holdings Corp ^^ 985,075

Senior Notes

10.375% June 15, 2013

930,000 Vanguard Health Holding Co II 941,625

Senior Subordinated Notes

9.000% October 1, 2014

225,000 Vanguard Health Holding I + 173,250

Step Bond 11.130% - 11.250%

11.250% October 1, 2015

$2,099,950

INVESTMENT BANK/BROKERAGE FIRM --- 0.47%

190,000 E*TRADE Financial Corp 197,600

Senior Notes

7.375% September 15, 2013

515,000 E*TRADE Financial Corp 547,188

Senior Unsecured Notes

7.875% December 1, 2015

$744,788

LEISURE & ENTERTAINMENT --- 4.25%

85,000 AMC Entertainment Inc 88,931

Company Guaranteed Notes

8.625% August 15, 2012

975,000 AMC Entertainment Inc 1,094,438

Company Guaranteed Notes

11.000% February 1, 2016

325,000 Boyd Gaming Corp 324,188

Senior Subordinated Notes

6.750% April 15, 2014

160,000 Choctaw Resort Development Enterprise # 160,000

Senior Notes

7.250% November 15, 2019

500,000 Herbst Gaming Inc 510,000

Senior Subordinated Notes

8.125% June 1, 2012

160,000 Isle of Capri Casinos Inc 159,200

Senior Subordinated Notes

7.000% March 1, 2014

45,000 Isle of Capri Casinos Inc 47,025

Company Guaranteed Notes

9.000% March 15, 2012

375,000 Mohegan Tribal Gaming 390,469

Senior Subordinated Notes

8.000% April 1, 2012

950,000 Mohegan Tribal Gaming 950,000

Senior Subordinated Notes

6.375% July 15, 2009

550,000 Penn National Gaming Inc 539,000

Senior Subordinated Notes

6.750% March 1, 2015

500,000 Pinnacle Entertainment Inc 505,000

Senior Subordinated Notes

8.250% March 15, 2012

60,000 River Rock Entertainment 63,600

Senior Notes

9.750% November 1, 2011

575,000 Seneca Gaming Corp 585,063

Senior Notes

7.250% May 1, 2012

975,000 Station Casinos Inc ^^ 866,531

Senior Subordinated Notes

6.500% February 1, 2014

65,000 Tropicana Entertainment # 64,350

Senior Subordinated Notes

9.625% December 15, 2014

425,000 WMG Acquisition Corp 420,750

Senior Subordinated Notes

7.375% April 15, 2014

$6,768,545

MACHINERY --- 0.30%

470,000 Nell AF SARL # ^^ 482,925

Senior Notes

8.375% August 15, 2015

$482,925

MANUFACTURING --- 1.66%

440,000 Jacuzzi Brands Inc 467,500

Secured Notes

9.625% July 1, 2010

210,000 Koppers Inc 228,375

Company Guaranteed Notes

9.875% October 15, 2013

845,000 Metals USA Inc 928,444

Secured Notes

11.125% December 1, 2015

442,000 Mueller Group Inc 480,675

Senior Subordinated Notes

10.000% May 1, 2012

235,000 Mueller Holdings Inc + 211,500

Step Bond 0% - 14.750%

1.450% April 15, 2014

80,000 Nutro Products Inc # ++ 82,800

Senior Notes

9.400% October 15, 2013

225,000 Nutro Products Inc # ^^ 245,813

Senior Subordinated Notes

10.750% April 15, 2014

$2,645,107

MISCELLANEOUS --- 0.30%

240,000 Spectrum Brands Inc ^^ 224,400

Senior Subordinated Notes

8.500% October 1, 2013

240,000 UCAR Finance Inc 252,900

Company Guaranteed Bonds

10.250% February 15, 2012

$477,300

OFFICE EQUIPMENT & SUPPLIES --- 0.50%

225,000 Xerox Capital Trust I 229,781

Company Guaranteed Notes

8.000% February 1, 2027

560,000 Xerox Corp 571,900

Senior Notes

6.400% March 15, 2016

$801,681

OIL & GAS --- 9.81%

780,000 Belden & Blake Corp 799,500

Secured Notes

8.750% July 15, 2012

550,000 Chaparral Energy Inc 547,250

Senior Notes

8.500% December 1, 2015

385,000 Chesapeake Energy Corp 376,338

Company Guaranteed Notes

6.500% August 15, 2017

650,000 Chesapeake Energy Corp 660,563

Senior Notes

7.000% August 15, 2014

225,000 Chesapeake Energy Corp 216,563

Company Guaranteed Notes

6.250% January 15, 2018

295,000 Chesapeake Energy Corp 292,050

Senior Notes

6.375% June 15, 2015

75,000 Chesapeake Energy Corp 74,531

Company Guaranteed Notes

6.625% January 15, 2016

470,000 Complete Production Services # 481,750

Senior Notes

8.000% December 15, 2016

216,000 Dresser-Rand Group Inc 217,620

Senior Subordinated Notes

7.375% November 1, 2014

705,000 EXCO Resources Inc 715,575

Company Guaranteed Notes

7.250% January 15, 2011

1,395,000 El Paso Corp 1,524,038

Senior Notes

7.800% August 1, 2031

800,000 El Paso Corp ^^ 858,000

Notes

7.875% June 15, 2012

110,000 Encore Acquisition Co 100,375

Senior Subordinated Notes

6.000% July 15, 2015

350,000 Enterprise Products Operating LP ++ 379,122

Company Guaranteed Bonds

8.375% August 1, 2066

415,000 Forest Oil Corp 431,600

Senior Notes

8.000% December 15, 2011

200,000 Geokinetics Inc # ++ 201,000

Notes

11.860% December 15, 2012

175,000 Hanover Compressor Co 189,000

Senior Notes

9.000% June 1, 2014

715,000 Hanover Compressor Co 699,806

Convertible

4.750% March 15, 2008

275,000 Holly Energy Partners LP 261,250

Company Guaranteed Notes

6.250% March 1, 2015

270,000 Mariner Energy Inc 261,900

Senior Notes

7.500% April 15, 2013

390,000 OPTI Canada Inc # 400,725

Notes

8.250% December 15, 2014

370,000 Petrohawk Energy Corp 388,500

Senior Notes

9.125% July 15, 2013

20,000 Pogo Producing Co 20,300

Senior Subordinated Notes

7.875% May 1, 2013

765,000 Pogo Producing Co ^^ 730,575

Senior Subordinated Notes

6.875% October 1, 2017

185,000 Pride International Inc 191,013

Senior Notes

7.375% July 15, 2014

30,000 SESI LLC 29,850

Senior Notes

6.875% June 1, 2014

860,000 SemGroup LP # 864,300

Senior Notes

8.750% November 15, 2015

500,000 Stone Energy Corp 491,250

Senior Subordinated Notes

8.250% December 15, 2011

459,000 Swift Energy Co 484,245

Senior Subordinated Notes

9.375% May 1, 2012

550,000 Universal Compression Inc 552,750

Senior Notes

7.250% May 15, 2010

270,000 Whiting Petroleum Corp 269,325

Company Guaranteed Notes

7.000% January 1, 2014

1,705,000 Williams Cos Inc 1,926,650

Notes

8.750% March 15, 2032

$15,637,314

PAPER & FOREST PRODUCTS --- 1.80%

785,000 Appleton Papers Inc 808,550

Senior Subordinated Notes

9.750% June 15, 2014

320,000 Domtar Inc 289,600

Notes

5.375% December 1, 2013

515,000 NewPage Corp ++ 556,200

Notes

11.621% May 1, 2012

710,000 NewPage Corp ^^ 750,825

Senior Subordinated Notes

12.000% May 1, 2013

335,000 Verso Paper Holdings LLC # 351,750

Senior Subordinated Notes

11.375% August 1, 2016

115,000 Verso Paper Holdings LLC # 119,888

Secured Notes

9.125% August 1, 2014

$2,876,813

POLLUTION CONTROL --- 0.54%

120,000 Aleris International Inc # 120,300

Senior Subordinated Notes

10.000% December 15, 2016

569,000 Allied Waste North America Inc 604,563

Senior Notes

9.250% September 1, 2012

125,000 Allied Waste North America Inc 128,906

Senior Notes

7.875% April 15, 2013

$853,769

PRINTING & PUBLISHING --- 1.00%

320,000 Dex Media West 348,800

Senior Subordinated Notes

9.875% August 15, 2013

465,000 Idearc Inc # 471,975

Senior Notes

8.000% November 15, 2016

470,000 PRIMEDIA Inc ^^ 479,400

Company Guaranteed Notes

8.875% May 15, 2011

300,000 Quebecor World Capital Corp # ^^ 287,250

Senior Notes

8.750% March 15, 2016

$1,587,425

RAILROADS --- 0.68%

150,000 Kansas City Southern de Mexico # 150,000

Senior Notes

7.625% December 1, 2013

725,000 Kansas City Southern de Mexico 773,938

Senior Notes

9.375% May 1, 2012

30,000 Kansas City Southern de Mexico 32,400

Senior Notes

12.500% June 15, 2012

130,000 Kansas City Southern 131,138

Bonds

7.500% June 15, 2009

$1,087,476

REAL ESTATE --- 1.39%

110,000 Ashton Woods USA LLC 100,100

Senior Subordinated Notes

9.500% October 1, 2015

20,000 Forest City Enterprises Inc 20,400

Senior Notes

7.625% June 1, 2015

600,000 Host Marriott LP REIT 613,500

Senior Notes

7.125% November 1, 2013

25,000 Host Marriott LP REIT 24,656

Senior Notes

6.375% March 15, 2015

380,000 Host Marriott LP REIT 380,475

Senior Notes

6.750% June 1, 2016

410,000 Kimball Hill Homes Inc ^^ 383,350

Senior Subordinated Notes

10.500% December 15, 2012

125,000 Ventas Realty LP REIT 128,125

Senior Notes

6.500% June 1, 2016

405,000 Ventas Realty LP REIT 418,163

Senior Notes

6.750% April 1, 2017

135,000 Ventas Realty LP REIT 141,750

Company Guaranteed Notes

7.125% June 1, 2015

$2,210,519

RESTAURANTS --- 0.52%

250,000 Carrols Corp 255,625

Company Guaranteed Notes

9.000% January 15, 2013

315,000 Denny's Corp Holdings Inc ^^ 332,325

Company Guaranteed Notes

10.000% October 1, 2012

225,000 EPL Finance Corp 244,125

Senior Unsecured Notes

11.750% November 15, 2013

$832,075

RETAIL --- 3.04%

105,000 AutoNation Inc 105,788

Company Guaranteed Notes

7.000% April 15, 2014

185,000 AutoNation Inc ++ 185,925

Company Guaranteed Notes

7.374% April 15, 2013

385,000 Blockbuster Inc ^^ 372,488

Senior Subordinated Notes

9.000% September 1, 2012

435,000 Brookstone Co Inc ^^ 425,213

Secured Notes

12.000% October 15, 2012

605,000 Delhaize America Inc 718,320

Company Guaranteed Bonds

9.000% April 15, 2031

110,000 Eye Care Centers of America Inc 120,725

Notes

10.750% February 15, 2015

385,000 FTD Inc 385,481

Company Guaranteed Notes

7.750% February 15, 2014

210,000 Linens 'N Things Inc ++ ^^ 203,700

Notes

10.999% January 15, 2014

150,000 Michaels Stores Inc # + 81,375

Step Bond 0% - 13.000%

6.310% November 1, 2016

625,000 Neiman Marcus Group Inc 682,031

Senior Unsecured Notes

9.000% October 15, 2015

340,000 Neiman Marcus Group Inc ^^ 378,250

Senior Subordinated Notes

10.375% October 15, 2015

290,000 Saks Inc 301,600

Company Guaranteed Bonds

8.250% November 15, 2008

900,000 Suburban Propane Partners LP 882,000

Senior Notes

6.875% December 15, 2013

$4,842,896

SPECIALIZED SERVICES --- 6.09%

230,000 Affinion Group Inc 243,225

Notes

11.500% October 15, 2015

770,000 Affinion Group Inc 816,200

Company Guaranteed Notes

10.125% October 15, 2013

525,000 Allied Security Escrow 538,125

Senior Subordinated Notes

11.375% July 15, 2011

331,000 Ashtead Capital Inc # 354,170

Notes

9.000% August 15, 2016

365,000 CCM Merger Inc # ^^ 356,788

Notes

8.000% August 1, 2013

150,000 Chukchansi Economic Development Authority # 155,813

Senior Notes

8.000% November 15, 2013

165,000 Compagnie Generale de Geophysique SA 165,825

Company Guaranteed Notes

7.500% May 15, 2015

695,000 Di Finance/Dyncorp International LLC 736,700

Senior Subordinated Notes

9.500% February 15, 2013

365,000 Education Management LLC # 377,775

Senior Notes

8.750% June 1, 2014

324,000 Global Cash Finance Corp 340,200

Senior Subordinated Notes

8.750% March 15, 2012

235,000 H&E Equipment Services Inc 246,163

Senior Notes

8.375% July 15, 2016

1,670,000 Hertz Corp # ^^ 1,837,000

Senior Subordinated Notes

10.500% January 1, 2016

550,000 Lamar Media Corp 545,188

Company Guaranteed Notes

6.625% August 15, 2015

640,000 Penhall International # 691,200

Secured Notes

12.000% August 1, 2014

725,000 R H Donnelley Corp 761,250

Senior Notes

8.875% January 15, 2016

175,000 R H Donnelley Corp 167,781

Senior Discount Notes

6.875% January 15, 2013

300,000 R H Donnelley Corp ^^ 287,625

Senior Discount Notes

6.875% January 15, 2013

460,000 Rental Service Corp # 474,950

Senior Notes

9.500% December 1, 2014

100,000 Service Corp International 105,250

Debentures

7.875% February 1, 2013

180,000 Service Corp International 190,800

Senior Notes

7.625% October 1, 2018

300,000 Visant Holding Corp 309,000

Senior Notes

8.750% December 1, 2013

$9,701,028

TELEPHONE & TELECOMMUNICATIONS --- 8.31%

270,000 American Tower Corp 279,450

Senior Notes

7.500% May 1, 2012

140,000 Cincinnati Bell Inc 143,850

Senior Subordinated Notes

8.375% January 15, 2014

575,000 Cincinnati Bell Inc 575,719

Company Guaranteed Notes

7.000% February 15, 2015

85,000 Cincinnati Bell Telephone Co 76,500

Company Guaranteed Notes

6.300% December 1, 2028

465,000 Citizens Communications Co 504,525

Senior Notes

9.000% August 15, 2031

175,000 Citizens Communications Co # 176,750

Senior Notes

7.875% January 15, 2027

180,000 Hawaiian Telcom Communications Inc ++ 180,000

Notes

10.889% May 1, 2013

800,000 Hawaiian Telcom Communications Inc ^^ 838,000

Senior Subordinated Notes

12.500% May 1, 2015

395,000 Inmarsat Finance PLC 407,838

Notes

7.625% June 30, 2012

205,000 Intelsat Bermuda Ltd 191,163

Notes

7.625% April 15, 2012

1,065,000 Intelsat Bermuda Ltd # 1,168,838

Senior Notes

11.250% June 15, 2016

655,000 Intelsat Bermuda Ltd # 704,125

Company Guaranteed Notes

9.250% June 15, 2016

825,000 LCI International Inc 827,063

Senior Notes

7.250% June 15, 2007

295,000 Level 3 Communications Inc ^^ 312,700

Senior Notes

11.500% March 1, 2010

320,000 Level 3 Financing Inc # 326,400

Senior Notes

9.250% November 1, 2014

200,000 Level 3 Financing Inc ++ 211,500

Notes

11.800% March 15, 2011

585,000 NTL Cable PLC ^^ 612,056

Senior Notes

8.750% April 15, 2014

430,000 Nordic Telephone Co Holdings # 460,100

Senior Notes

8.875% May 1, 2016

10,000 Qwest Communications International Inc ^^ 10,300

Company Guaranteed Notes

7.500% February 15, 2014

685,000 Qwest Corp 726,100

Senior Notes

7.500% October 1, 2014

965,000 Qwest Corp 921,575

Debentures

6.875% September 15, 2033

165,000 Qwest Corp 183,769

Global Notes

8.875% March 15, 2012

80,000 Rogers Wireless Inc 84,800

Secured Notes

7.250% December 15, 2012

125,000 Rogers Wireless Communications Inc 133,438

Senior Subordinated Notes

8.000% December 15, 2012

1,055,000 Rural Cellular Corp 1,122,232

Senior Notes

9.875% February 1, 2010

1,060,000 True Move Co Ltd # ^^ 1,036,150

Notes

10.750% December 16, 2013

75,000 Wind Acquisition Finance SA # ^^ 85,313

Company Guaranteed Notes

10.750% December 1, 2015

870,000 Windstream Corp # 952,650

Senior Notes

8.625% August 1, 2016

$13,252,904

TEXTILES --- 0.65%

685,000 Levi Strauss & Co 738,088

Senior Notes

9.750% January 15, 2015

20,000 Levi Strauss & Co 20,900

Senior Notes

8.875% April 1, 2016

275,000 Oxford Industries Inc 283,938

Senior Notes

8.875% June 1, 2011

$1,042,926

TOBACCO --- 0.10%

150,000 Alliance One International Inc 159,750

Company Guaranteed Notes

11.000% May 15, 2012

$159,750

TRANSPORTATION --- 0.76%

80,000 GulfMark Offshore Inc 81,600

Company Guaranteed Notes

7.750% July 15, 2014

215,000 OMI Corp 219,838

Senior Notes

7.625% December 1, 2013

850,000 Teekay Shipping Corp 912,688

Senior Notes

8.875% July 15, 2011

$1,214,126

UTILITIES --- 2.35%

150,000 AES Corp 160,875

Senior Notes

8.875% February 15, 2011

105,000 AES Corp 110,775

Senior Notes

7.750% March 1, 2014

1,115,000 AES Corp # 1,198,625

Secured Notes

9.000% May 15, 2015

600,000 ANR Pipeline Inc 796,216

Debentures

9.625% November 1, 2021

765,000 Dynegy Holdings Inc ^^ 803,250

Senior Unsecured Notes

8.375% May 1, 2016

665,000 Transcontinental Gas Pipe Line Corp 683,288

Notes

7.000% August 15, 2011

$3,753,029

TOTAL BONDS --- 96.51% $153,833,860

(Cost $150,453,320)

PREFERRED STOCK

Shares Value ($)

BROADCAST/MEDIA --- 0.28%

60 ION Media Networks Inc* 444,000

$444,000

OIL & GAS --- 0.14%

905 Chesapeake Energy Corp 224,893

$224,893

TOTAL PREFERRED STOCK --- 0.42% $668,893

(Cost $669,977)

SHORT-TERM INVESTMENTS

Par Value ($) Value ($)

856,000 JP Morgan Chase Bank London # ~ 796,080

Zero Coupon

8.640%, November 8, 2007

REPURCHASE AGREEMENTS

4,103,000 Repurchase agreement(Principal Amount/Value $4,103,000

$4,103,000 with a maturity value of $4,105,375) with

Merrill Lynch, 5.21%, dated 12/29/06, to be repurchased

at $4,105,375 on 01/02/07, collateralized by Freddie Mac,

5.125%, 10/15/08, with a value of $4,230,249.

TOTAL SHORT-TERM INVESTMENTS --- 3.07% $4,899,080

(Cost $4,894,870)

TOTAL MAXIM HIGH YIELD BOND PORTFOLIO --- 100% $159,401,833

(Cost $156,018,167)

Legend

* Non-income Producing Security.

# Securities are registered pursuant to Rule 144A and may be deemed restricted for resale.

** Security in default at December 31, 2006.

~ For zero coupon bond, the interest rate shown is the effective yield on date of purchase.

+ Denotes a step bond: a zero coupon bond that converts to a fixed rate or variable interest rate at a designated future date. Rate disclosed represents effective yield as of December 31, 2006.

++ Represents the current interest rate for variable rate security.

REIT – Real Estate Investment Trust

^^ A portion or all of the security is on loan at December 31, 2006. The cash collateral received for the security on loan has been invested in an undivided joint repurchase agreement, 5.33%, to be repurchased on 01/02/07, collateralized by U.S. Government or U.S. Agency Mortgage securities.

See Notes to Financial Statements.

Summary of Investments by Moody's Rating
Maxim High Yield Bond Portfolio
December 31, 2006
Unaudited
		% of Portfolio
Moody's Rating	Value ($)	Investments
A	933,800	0.59%
Baa	3,561,089	2.24%
Ba	40,650,520	25.50%
B	77,365,220	48.53%
C	29,645,938	18.60%
P1	4,103,000	2.57%
Not Rated	3,142,266	1.97%
	159,401,833	100.00%

SHAREHOLDER EXPENSE EXAMPLE

Maxim High Yield Bond Portfolio

As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Portfolio expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 30, 2006 to December 31, 2006).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period*
	(6/30/2006)	(12/31/2006)	(6/30/06-12/31/06)
Actual	$ 1,000.00	$ 1,074.38	$ 5.75
Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,019.66	$ 5.60
*Expenses are equal to the Portfolio's annualized expense ratio of 1.10%, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Fund Directors and Officers

(Unaudited)

Maxim Series Fund is organized under Maryland law, and is governed by the Board of Directors. The Board is responsible for overall management of the Fund’s business affairs. The Directors meet at least four times during the year to, among other things, oversee the Fund’s activities, review contractual arrangements with companies that provide services to the Fund, and review performance. The following table provides information about each of the Directors and officers of the Fund.

INDEPENDENT* DIRECTORS

Name, address and age	Position(s) Held with Fund	Term of Office (Length of Time Served)	Principal Occupation(s) during Past 5 Years		Number of Portfolios in Fund Complex Overseen by Director	Other Directorships Held by Director
Rex Jennings (81)	Director	March 22, 1988 to present	President Emeritus, Denver Metro Chamber of Commerce		31
Richard P. Koeppe (74)	Director	April 30, 1987 to present	Retired Educator		31
Sanford Zisman (66)	Director	March 19, 1982 to present	Attorney, Firm of Zisman, Ingraham and Daniel, P.C.		31
INTERESTED* DIRECTORS AND OFFICERS
*William T. McCallum (64)	Director and President	June 1, 2000 to present		Beginning January 1, 2006: Vice Chairman, Great-West Life & Annuity Insurance Company. Through December 31, 2005: President and Chief Executive Officer of Great-West Life & Annuity Insurance Company, United States Operations of The Great-West Life Assurance Company, and the United States Operations of The Canada Life Assurance Company; Co-President and Chief Executive Officer of Great-West Lifeco Inc.; President and Chief Executive Officer of GWL&A Financial Inc. and Canada Life Insurance Company of America (through February 13, 2006); President and Chief Executive Officer of First Great-West Life & Annuity Insurance Company and Alta Health & Life Insurance Company.	31	Director, Great-West Lifeco Inc., Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company, GWL&A Financial Inc., The Great-West Life Assurance Company, The Canada Life Assurance Company, and Canada Life Insurance Company of America.

*Mitchell T.G. Graye (51)	Director	June 1, 2000 to present	Executive Vice President and Chief Financial Officer of Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company, Canada Life Insurance Company of America, GWL&A Financial, Inc., the United States Operations of The Great-West Life Assurance Company, and the United States Operations for The Canada Life Assurance Company; Chairman and President, GW Capital Management, LLC, and Orchard Capital Management, LLC; President, GWL Properties, Inc., Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. and Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II; Executive Vice President, Orchard Trust Company, LLC	31	Director, Alta Health & Life Insurance Company, EMJAY Corporation, EMJAY Retirement Plan Services, Inc., GWL Properties, Inc., Great-West Benefit Services, Inc.; Manager, GW Capital Management, LLC, Orchard Capital Management, LLC, Orchard Trust Company, LLC and FASCore, LLC.
*Graham McDonald (60)	Treasurer	November 29, 2001 to present	Senior Vice President, Corporate Administration of Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company, and Canada Life Insurance Company of America, GWL&A Financial, Inc., the United States Operations of The Great-West Life Assurance Company, and the United States Operations of The Canada Life Assurance Company; Senior Vice President, Corporate Finance and Investment Operations of EMJAY Corporation, EMJAY Retirement Plan Services, Inc., and Orchard Trust Company, LLC; Senior Vice President, Corporate and Investment Administration, FASCore, LLC; Senior Vice President and Treasurer, GW Capital Management, LLC, and Orchard Capital Management, LLC; President, Greenwood Investments, LLC, and Great-West Benefit Services, Inc.; Vice President, Investment Administration, National Plan Coordinators of Delaware, Inc.	31	Manager, Greenwood Investments, LLC, and GW Capital Management, LLC; Director, Great-West Benefit Services, Inc., GWL Properties, Inc., and GWFS Equities, Inc.

Beverly A. Byrne (51)   Secretary April 10, 1997 to present Chief Legal Officer, Financial Services and Securities Compliance, Great-West Life & Annuity Insurance Company, GWL&A Financial Inc., First Great-West Life & Annuity Insurance Company, Canada Life Insurance Company of America, the United States Operations of The Great-West Life Assurance Company, and the United States Operations of The Canada Life Assurance Company; Vice President, Counsel and Secretary, FASCore, LLC, and National Plan Coordinators of Delaware, Inc.; Vice President and Counsel, Orchard Trust Company, LLC; Secretary and Chief Compliance Officer, GW Capital Management, LLC, Orchard Capital Management, LLC, GWFS Equities, Inc., and Advised Assets Group, LLC; Secretary and Compliance Officer, EMJAY Corporation, EMJAY Retirement Plan Services, Inc., BenefitsCorp, Inc., and BenefitsCorp, Inc. of Wyoming; Secretary, Greenwood Investments, LLC and One Orchard Equities, Inc. 31 None

* Refers to a Director or officer who is an “interested person” of Maxim Series Fund (as defined in the Investment Company Act of 1940, as amended) by virtue of their affiliation with the Fund or its investment adviser, GW Capital Management, LLC (doing business as Maxim Capital Management, LLC). A Director who is not an “interested person” of the Fund is referred to as an “Independent Director.”

The Fund pays no salaries or compensation to any of its officers or Directors affiliated with the Fund or Maxim Capital Management, LLC. The chart below sets forth the annual compensation paid to the Independent Directors and certain other information.

Name of Independent Director	Aggregate Compensation from Fund	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Fund and Fund Complex Paid to Directors**
Rex Jennings	$32,250	0	0	$32,250
Richard P. Koeppe	$32,250	0	0	$32,250
Sanford Zisman	$32,250	0	0	$32,250

** As of December 31, 2006, there were 31 funds for which the Directors serve as directors, all of which were Portfolios of Maxim Series Fund. The total compensation paid is comprised of the amount paid during the Fund’s most recently completed fiscal year by the Fund and its affiliated investment companies.

Additional information about Maxim Series Fund and its Directors is available in the Fund’s Statement of Additional Information, which can be obtained free of charge upon request to: Ms. Mary Maiers, 8515 East Orchard Road, Greenwood Village, Colorado 80111; (800) 537-2033, ext. 74743.

Availability of Quarterly Portfolio Schedule.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Availability of Proxy Voting Policies and Procedures.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-537-2033, ext. 74743, and on the Securities and Exchange Commission’s website at http://www.sec.gov.

Availability of Proxy Voting Record.

Information regarding how the Fund voted proxies relating to Portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-800-537-2033, ext. 74743, and on the Securities and Exchange Commission’s website at http://www.sec.gov.

ITEM 2. CODE OF ETHICS.

(a) As of the end of the period covered by this report, the registrant has adopted an Amended and Restated Code of Ethics (the “Code of Ethics”) that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b) For purposes of this Item, "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations;

(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5) Accountability for adherence to the code.

(c) During the period covered by this report, there have been no amendments made to the registrant’s Code of Ethics.

(d) During the period covered by this report, the registrant has not granted any express or implicit waivers from the provisions of the Code of Ethics.

(f) A copy of the Code of Ethics is filed as an exhibit to this Form N-CSR.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Mr. Sanford Zisman is the audit committee financial expert and is "independent," pursuant to general instructions on Form N-CSR, Item 3.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were: $272,700 for fiscal year 2005 and $278,850 for fiscal year 2006.

(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were: $35,300 for fiscal year 2005 and $35,300 for fiscal year 2006. The nature of the services comprising the fees disclosed under this category involved performance of 17f-2 (self-custody) audits.

(c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were: $133,810 for fiscal year 2005 and $147,360 for fiscal year 2006. The nature of the services comprising the fees disclosed under this category involved tax return preparation, spillover dividend assistance, reconciliation of book capital accounts, and dividend assistance.

(d) All Other Fees. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.

(e) (1) Audit Committee’s Pre-Approval Policies and Procedures.

Pre-Approval of Audit Services. The Audit Committee must approve prior to retention all audit, review or attest engagements required under the securities laws that are provided to the Fund by its independent auditors. The Audit Committee will not grant such approval to any auditors that are proposed to perform an audit for the Fund if a chief executive officer, controller, chief financial officer, chief accounting officer or any person serving in an equivalent position for the Fund that is responsible for the financial reporting or operations of the Fund was employed by those auditors and participated in any capacity in an audit of the Fund during the year period (or such other period proscribed under SEC rules) preceding the date of initiation of such audit.

Pre-Approval of Non-Audit Services. The Audit Committee must pre-approve any non-audit services, including tax services, to be provided to the Fund by its independent auditors (except those within applicable de minimis statutory or regulatory exceptions)¹ provided that the Fund's auditors will not provide the following non-audit services to the Fund: (a) bookkeeping or other services related to the accounting records or financial statements of the Fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker-dealer, investment adviser, or investment banking services; (h) legal services; (i) expert services unrelated to the audit; and (j) any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.²

Pre-approval with respect to Non-Fund Entities. The Audit Committee must pre-approve any non-audit services that relate directly to the operations and financial reporting of the Fund (except those within applicable de minimis statutory or regulatory exceptions)³ to be provided by the Fund's auditors to (a) the Fund's

_________________________

¹ No pre-approval is required as to non-audit services provided to the Fund if: (a) the aggregate amount of all non-audit services provided to the Fund constitute not more than 5% of the total amount of revenues paid by the Fund to the independent auditors during the fiscal year in which the services are provided; (b) these services were not recognized by the Fund at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the completion of the audit.

² With respect to the prohibitions on (a) bookkeeping; (b) financial information systems design and implementation; (c) appraisal, valuation, fairness opinions, or contribution-in-kind reports; (d) actuarial; and (e) internal audit outsourcing, such services are permitted to be provided if it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the audit client's financial statements.

³ For non-audit services provided to the adviser and entities in a control relationship with the adviser, no pre-approval is required if: (a) the aggregate amount of all non-audit services provided constitute not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the services are provided to the Fund, the Fund's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser if that entity provides ongoing services to the Fund; (b) these services were not recognized by the Fund at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the completion of the audit.

investment adviser; and (b) any entity controlling, controlled by, or under common control with the investment adviser if that entity provides ongoing services to the Fund.⁴ The Audit Committee may approve audit and non-audit services on a case-by-case basis or adopt pre-approval policies and procedures that are detailed as to a particular service, provided that the Audit Committee is informed promptly of each service, or use a combination of these approaches.

Delegation.The Audit Committee may delegate pre-approval authority to one or more of the Audit Committee's members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

(e) (2)  100% of the services described pursuant to paragraphs (b) through (d) of this Item 4 of Form N-CSR were approved by the audit committee, and no such services were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable.

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for fiscal year 2005 equaled $499,505, and for fiscal year 2006 equaled $436,000.

(h) The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Mr. Sanford Zisman, Chairman; Mr. Richard P. Koeppe; and Mr. Rex Jennings comprise the separately designated standing audit committee pursuant to general instructions on Form N-CSR, Item 5.

ITEM 6. SCHEDULE OF INVESTMENTS.

_________________________

⁴ No pre-approval is required by the Audit Committee as to non-audit services provided to any Fund sub-adviser that primarily provides portfolio management services and is under the direction of another investment adviser and is not affiliated with the Fund's primary investment adviser.

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 as described in general instructions on Form N-CSR, Item10.

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) Code of Ethics required by Item 2 of Form N-CSR is filed herewith.

(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: February 22, 2007

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: February 22, 2007

By: /s/ G. R. McDonald

G. R. McDonald

Treasurer

Date: February 22, 2007