N-CSR 1 lssmcapvaluereport.htm

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 Loomis Sayles Small-Cap Value 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 Loomis Sayles Small-Cap Value Portfolio

 

Equity markets and small-cap stocks rallied in the second half of 2006, bringing to a close a year of strong returns. Small-cap stocks outperformed large-cap stocks for the seventh year out of the last eight, and small-cap value once again outpaced small-cap growth. The year was notable for numerous crosscurrents and reversals (housing, Federal Reserve policy and energy prices to name a few), and the market’s direction and sector leadership changed multiple times during the year. Somewhat surprisingly in a year with strong absolute returns, traditionally conservative sectors such as utilities, REITS and consumer staples led the market in calendar 2006 while technology and healthcare lagged well behind. The Portfolio was helped by a healthy representation within these leading sectors, and also by solid performance within our industrial and basic materials holdings. However, our stock picks within the financial services, technology and energy sectors were somewhat disappointing. Top performing stocks for the year included Chaparral Steel Co., a manufacturer of structural steel products and steel bars; General Cable Corp., a manufacturer of copper and aluminum cable products to the communications, electrical and energy markets; and, American Commercial Lines, a provider of dry and liquid barge transportation services that also operates a waterborne vessel manufacturing operation. United PanAm Financial, a “sub-prime” auto lender; and Sunterra Inc., an operator of vacation ownership resorts, detracted from performance with declines during the year, and both were eliminated from the Portfolio. As we look toward 2007, the Portfolio maintains its emphasis on small companies with characteristics such as positive earnings and cash flows, solid balance sheets, quality managements and attractive valuations. We continue to look for misunderstood or undiscovered smaller companies operating in niche markets that are undervalued by the market. We expect to remain focused on our long-standing approach to stock selection to help deliver investment performance in the coming year and beyond.

 

 

Maxim Loomis Sayles Small-Cap Value Portfolio

Russell 2000 Index

 

 

 

11/01/1994

10,000.00

10,000.00

12/31/1997

12,450.00

12,223.13

12/31/1998

12,166.14

11,949.63

12/31/1999

12,113.83

14,490.12

12/31/2000

14,989.65

14,052.51

12/31/2001

17,142.16

14,402.42

12/31/2002

14,658.26

11,452.81

12/31/2003

19,683.11

16,864.26

12/31/2004

24,044.89

19,955.47

12/31/2005

25,506.82

20,863.45

12/31/2006

30,103.15

24,696.06

 

 

Maxim Loomis Sayles Small-Cap Value Portfolio

Total Return –

 

One Year:

18.02%

Five Year:

11.92%

Ten Year:

11.65%

 

Portfolio Inception:

11/01/1994

 

This graph, prepared in accordance with SEC regulations, compares a $10,000 investment in the Maxim Loomis Sayles Small-Cap Value Portfolio, made at its inception, with the performance of the Russell 2000 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 Loomis Sayles Small-Cap Value 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 five years in the period then ended. 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 Loomis Sayles Small-Cap Value 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 five years in the period then ended, 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 Loomis Sayles Small-Cap Value Portfolio

 

MAXIM SERIES FUND, INC.

 

 

 

 

 

 

MAXIM LOOMIS SAYLES SMALL-CAP VALUE PORTFOLIO

 

 

STATEMENT OF ASSETS AND LIABILITIES

 

 

DECEMBER 31, 2006

 

 

 

 

 

 

ASSETS:

 

 

 

Investments in securities, market value (1)

$

265,830,172

 

Cash

 

38,162

 

Collateral for securities loaned

 

53,743,230

 

Dividends and interest receivable

 

322,009

 

Subscriptions receivable

 

577,219

 

Receivable for investments sold

 

75,226

 

 

 

 

 

Total assets

 

320,586,018

 

 

 

 

LIABILITIES:

 

 

 

Due to investment adviser

 

242,429

 

Payable upon return of securities loaned

 

53,743,230

 

Redemptions payable

 

1,191,311

 

Payable for investments purchased

 

378,676

 

 

 

 

 

Total liabilities

 

55,555,646

 

 

 

 

NET ASSETS

$

265,030,372

 

 

 

 

NET ASSETS REPRESENTED BY:

 

 

 

Capital stock, $.10 par value

$

1,245,593

 

Additional paid-in capital

 

214,082,739

 

Net unrealized appreciation on investments

 

44,701,703

 

Accumulated net realized gain on investments

 

5,000,337

 

 

 

 

NET ASSETS

$

265,030,372

 

 

 

 

NET ASSET VALUE PER OUTSTANDING SHARE

$

21.28

(Offering and Redemption Price)

 

 

 

 

 

 

SHARES OF CAPITAL STOCK:

 

 

 

Authorized

 

200,000,000

 

Outstanding

 

12,455,932

 

 

 

 

(1) Cost of investments in securities:

$

221,128,469

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

MAXIM SERIES FUND, INC.

 

 

 

 

 

 

 

MAXIM LOOMIS SAYLES SMALL-CAP VALUE PORTFOLIO

 

 

 

STATEMENT OF OPERATIONS

 

 

 

YEAR ENDED DECEMBER 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

Interest

$

588,121

 

 

Income from securities lending

 

64,480

 

 

Dividends

 

3,424,160

 

 

 

 

 

 

 

Total income

 

4,076,761

 

 

 

 

 

 

EXPENSES:

 

 

 

 

Audit fees

 

16,685

 

 

Bank and custodial fees

 

25,601

 

 

Investment administration

 

143,270

 

 

Management fees

 

2,427,499

 

 

Other expenses

 

26,465

 

 

 

 

 

 

 

Total expenses

 

2,639,520

 

 

 

 

 

 

 

Less amount reimbursed by investment adviser

 

354

 

 

 

 

 

 

 

Net expenses

 

2,639,166

 

 

 

 

 

 

NET INVESTMENT INCOME

 

1,437,595

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

 

 

 

 

Net realized gain on investments

 

27,370,010

 

 

Change in net unrealized appreciation on investments

 

9,119,390

 

 

 

 

 

 

 

Net realized and unrealized gain on investments

 

36,489,400

 

 

 

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

$

37,926,995

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

MAXIM SERIES FUND, INC.

 

 

 

 

 

 

 

 

 

 

MAXIM LOOMIS SAYLES SMALL-CAP VALUE 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

$

1,437,595

$

764,856

 

Net realized gain on investments

 

27,370,010

 

16,127,493

 

Change in net unrealized appreciation on investments

 

9,119,390

 

(5,653,381)

 

 

 

0

 

0

 

Net increase in net assets resulting from operations

 

37,926,995

 

11,238,968

 

 

 

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

 

 

 

 

 

From net investment income

 

(1,209,692)

 

(702,684)

 

From net realized gains

 

(25,466,427)

 

(16,405,359)

 

 

 

 

 

 

 

Total distributions

 

(26,676,119)

 

(17,108,043)

 

 

 

 

 

 

SHARE TRANSACTIONS:

 

 

 

 

 

Net proceeds from sales of shares

 

147,916,685

 

99,966,917

 

Reinvestment of distributions

 

26,676,119

 

17,108,043

 

Redemptions of shares

 

(108,169,999)

 

(89,749,575)

 

 

 

 

 

 

 

Net increase in net assets resulting from share transactions

 

66,422,805

 

27,325,385

 

 

 

 

 

 

 

 

 

Total increase in net assets

 

77,673,681

 

21,456,310

 

 

 

 

 

 

NET ASSETS:

 

 

 

 

 

Beginning of period

 

187,356,691

 

165,900,381

 

 

 

 

 

 

 

End of period (1)

$

265,030,372

$

187,356,691

 

 

 

0

 

0

OTHER INFORMATION:

 

 

 

 

 

 

 

 

 

 

SHARES:

 

 

 

 

 

Sold

 

6,775,048

 

4,847,677

 

Issued in reinvestment of distributions

 

1,264,215

 

844,733

 

Redeemed

 

(4,920,965)

 

(4,335,591)

 

 

 

 

 

 

 

Net increase

 

3,118,298

 

1,356,819

 

 

 

 

 

 

(1) Including undistributed net investment income

$

0

$

0

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

MAXIM SERIES FUND, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MAXIM LOOMIS SAYLES SMALL-CAP VALUE PORTFOLIO

 

 

 

 

 

 

FINANCIAL HIGHLIGHTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, Beginning of Period

$

20.06

$

20.79

$

18.81

$

14.02

$

17.06

 

 

 

 

 

 

 

 

 

 

 

 

Income from Investment Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.11

 

0.08

 

0.03

 

0.01

 

0.03

Net realized and unrealized gain (loss)

 

3.46

 

1.17

 

4.09

 

4.79

 

(2.98)

 

 

 

 

 

 

 

 

 

 

 

 

Total Income (Loss) From

 

 

 

 

 

 

 

 

 

 

 

Investment Operations

 

3.57

 

1.25

 

4.12

 

4.80

 

(2.95)

 

 

 

 

 

 

 

 

 

 

 

 

Less Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From net investment income

 

(0.11)

 

(0.08)

 

(0.03)

 

(0.01)

 

(0.03)

From net realized gains

 

(2.24)

 

(1.90)

 

(2.11)

 

0.00

 

(0.06)

 

 

 

 

 

 

 

 

 

 

 

 

Total Distributions

 

(2.35)

 

(1.98)

 

(2.14)

 

(0.01)

 

(0.09)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

$

21.28

$

20.06

$

20.79

$

18.81

$

14.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

18.02%

 

6.08%

 

22.16%

 

34.28%

 

(14.49%)

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets, End of Period ($000)

$

265,030

$

187,357

$

165,900

$

139,890

$

123,140

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Expenses to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

- Before Reimbursement

 

1.09%

 

1.09%

 

1.09%

 

1.10%

 

1.09%

 

- After Reimbursement #

 

1.09%

 

1.09%

 

1.09%

 

1.10%

 

1.08%

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Net Investment Income to

 

 

 

 

 

 

 

 

 

 

 

Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

- Before Reimbursement

 

0.59%

 

0.43%

 

0.23%

 

0.09%

 

0.32%

 

- After Reimbursement #

 

0.59%

 

0.43%

 

0.23%

 

0.09%

 

0.33%

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio Turnover Rate

 

60.84%

 

62.49%

 

64.38%

 

70.82%

 

89.28%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

#

Percentages are shown net of expenses reimbursed by Maxim Capital Management, LLC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

 

 

 

 

 

 

MAXIM SERIES FUND, INC.

 

MAXIM LOOMIS SAYLES SMALL-CAP VALUE 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 Loomis Sayles Small-Cap Value 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 available only as an investment option for certain variable annuity contracts and variable life policies issued by Great-West Life & Annuity Insurance Company (GWL&A), First Great-West Life & Annuity Insurance Company and New England Financial, and certain qualified retirement plans for which GWL&A, First Great-West Life & Annuity Insurance Company and New England Financial provide administrative services and 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.

 

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.

 

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 the basis of the first-in, first-out method (FIFO).

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 GWL&A. As compensation for its services to the Fund, the investment adviser receives monthly compensation at the annual rate of 1.00% of the average daily net assets of the Portfolio. However, the investment adviser shall pay any expenses which exceed an annual rate, including management fees, of 1.30% of the average daily net assets of the Portfolio. Expenses incurred by the Fund, which are not fund specific, are allocated based on relative net assets or other appropriate allocation methods.

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 $102,000 for 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 $181,572,821 and $141,406,961, 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, 2005, the U.S. Federal income tax cost basis was $221,325,750. The Portfolio had gross appreciation of securities in which there was an excess of value over tax cost of $47,181,084 and gross depreciation of securities in which there was an excess of tax cost over value of $2,676,662, resulting in net appreciation of $44,504,422.

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 $53,309,925 and received collateral of $53,743,230 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

$

4,951,838

$4

2,050,815

Long-term capital gain

 

21,724,281

 

15,057,228

 

$

26,676,119

$

17,108,043

 

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

Undistributed ordinary income

$

860,924

Undistributed capital gains

 

4,336,694

Net accumulated earnings

 

5,197,618

 

 

 

Net unrealized appreciation on investments

 

44,504,422

Capital loss carryforwards

 

0

Post-October losses

 

0

Total accumulated gain on investments

$

49,702,040

 

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 $227,903 from undistributed net investment income to accumulated net realized gain on investments. This adjustment has 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.

7.

TAX INFORMATION (unaudited)

Dividends paid by the Portfolio from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders. Of the ordinary income distributions declared for the year ended December 31, 2006, 43% qualifies for the dividend received deduction available to the Portfolio’s corporate shareholders.

MAXIM SERIES FUND, INC.

 

MAXIM LOOMIS SAYLES SMALL-CAP VALUE PORTFOLIO

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2006

 

COMMON STOCK

 

 

Shares

Value ($)

 

AEROSPACE & DEFENSE --- 1.05%

 

72,900 Moog Inc*

2,784,051

 

$2,784,051

 

AUTO PARTS & EQUIPMENT --- 1.00%

 

61,700 Commercial Vehicle Group Inc*

1,345,060

 

84,600 Gentex Corp

1,316,376

 

$2,661,436

 

AUTOMOBILES --- 0.73%

 

29,400 Lithia Motors Inc ^^

845,544

 

33,600 Winnebago Industries Inc ^^

1,105,776

 

$1,951,320

 

BANKS --- 8.19%

 

27,600 Alabama National BanCorp

1,896,948

 

105,422 CVB Financial Corp

1,524,402

 

58,200 Centerstate Banks of Florida Inc ^^

1,216,380

 

58,400 East West Bancorp Inc

2,068,528

 

62,700 First Charter Corp ^^

1,542,420

 

61,825 First Midwest Bancorp Inc ^^

2,391,391

 

82,566 First State Bancorp ^^

2,043,509

 

20,300 Iberiabank Corp

1,198,715

 

37,952 Independent Bank Corp

959,806

 

21,000 Midwest Banc Holdings Inc ^^

498,750

 

31,300 Pennsylvania Commerce Bancorp Inc ^^*

823,190

 

26,500 PrivateBancorp Inc ^^

1,103,195

 

64,500 Signature Bank*

1,998,210

 

109,350 Sterling Bancshares Inc

1,423,737

 

33,400 United Community Banks Inc ^^

1,079,488

 

$21,768,669

 

BIOTECHNOLOGY --- 0.27%

 

32,700 PerkinElmer Inc

726,921

 

$726,921

 

BROADCAST/MEDIA --- 1.51%

 

52,200 General Cable Corp*

2,281,662

 

138,400 Journal Communications Inc

1,745,224

 

$4,026,886

 

BUILDING MATERIALS --- 2.80%

 

31,300 Armstrong World Industries Inc ^^*

1,326,807

 

18,000 Eagle Materials Inc

778,140

 

89,800 Griffon Corp ^^*

2,289,900

 

33,250 Lennox International Inc

1,017,783

 

31,800 Texas Industries Inc ^^

2,042,514

 

$7,455,144

 

CHEMICALS --- 2.99%

 

33,600 Cytec Industries Inc

1,898,736

 

22,600 FMC Corp

1,730,030

 

45,200 MacDermid Inc

1,541,320

 

23,300 Minerals Technologies Inc ^^

1,369,807

 

53,650 Spartech Corp

1,406,703

 

$7,946,596

 

COMMUNICATIONS - EQUIPMENT --- 2.28%

 

58,400 ADTRAN Inc

1,325,680

 

90,000 CommScope Inc ^^*

2,743,200

 

33,900 Comtech Telecommunications Corp ^^*

1,290,573

 

145,266 Stratex Networks Inc*

701,635

 

$6,061,088

 

COMPUTER HARDWARE & SYSTEMS --- 1.65%

 

84,400 Electronics for Imaging Inc*

2,243,352

 

29,100 Hutchinson Technology Inc ^^*

685,887

 

31,300 Imation Corp

1,453,259

 

$4,382,498

 

COMPUTER SOFTWARE & SERVICES --- 3.90%

 

108,900 Alloy Inc ^^*

1,253,439

 

132,300 Digitas Inc*

1,774,143

 

64,400 Hyperion Solutions Corp*

2,314,536

 

81,200 MapInfo Corp ^^*

1,059,660

 

134,300 Perot Systems Corp Class A*

2,201,177

 

37,100 Progress Software Corp*

1,036,203

 

49,500 Quest Software Inc ^^*

725,175

 

$10,364,333

 

COSMETICS & PERSONAL CARE --- 0.51%

 

63,600 Alberto-Culver Co

1,364,220

 

$1,364,220

 

DISTRIBUTORS --- 0.70%

 

99,000 Smart & Final Inc*

1,871,100

 

$1,871,100

 

ELECTRIC COMPANIES --- 2.42%

 

29,233 ALLETE Inc

1,360,504

 

28,500 ITC Holdings Corp ^^

1,137,150

 

75,700 NorthWestern Corp

2,678,266

 

46,100 Portland General Electric Co ^^

1,256,225

 

$6,432,145

 

ELECTRONIC INSTRUMENTS & EQUIP --- 5.66%

 

37,100 Anixter International Inc*

2,014,530

 

53,000 Arrow International Inc

1,875,140

 

19,800 Daktronics Inc ^^

729,630

 

38,781 Excel Technology Inc ^^*

992,406

 

13,300 Faro Technologies Inc ^^*

319,732

 

41,600 Hubbell Inc Class B

1,880,736

 

91,100 II-IV Inc*

2,545,334

 

78,900 Keithley Instruments Inc

1,037,535

 

50,100 Lamson & Sessions Co ^^*

1,215,426

 

32,800 Littelfuse Inc*

1,045,664

 

22,800 Rofin-Sinar Technologies Inc*

1,378,488

 

$15,034,621

 

ELECTRONICS - SEMICONDUCTOR --- 2.09%

 

22,050 Diodes Inc ^^*

782,334

 

187,300 Entegris Inc*

2,026,586

 

48,900 Fairchild Semiconductor International Inc*

822,009

 

45,800 Pericom Semiconductor Corp*

525,326

 

78,300 Verigy Ltd*

1,389,825

 

$5,546,080

 

ENGINEERING & CONSTRUCTION --- 2.05%

 

10,400 ESCO Technologies Inc ^^*

472,576

 

94,100 Insituform Technologies Inc Class A ^^*

2,433,426

 

50,100 Michael Baker Corp*

1,134,765

 

23,700 Washington Group International Inc*

1,417,023

 

$5,457,790

 

FINANCIAL SERVICES --- 4.08%

 

79,716 Advanta Corp Class A

3,478,009

 

34,300 Community Bancorp ^^*

1,035,517

 

87,800 Dollar Financial Corp*

2,446,108

 

34,000 Interactive Data Corp

817,360

 

39,600 Medallion Financial Corp

489,852

 

58,500 National Financial Partners Corp ^^

2,572,245

 

$10,839,091

 

FOOD & BEVERAGES --- 1.21%

 

31,912 J&J Snack Foods Corp

1,321,157

 

37,000 Ralcorp Holdings Inc*

1,882,930

 

$3,204,087

 

GOLD, METALS & MINING --- 1.76%

 

64,800 Alpha Natural Resources Inc ^^*

922,104

 

45,300 Chaparral Steel Co

2,005,431

 

44,700 Reliance Steel & Aluminum Co ^^

1,760,286

 

$4,687,821

 

HEALTH CARE RELATED --- 1.24%

 

90,800 Healthspring Inc*

1,847,780

 

101,200 Option Care Inc ^^

1,442,100

 

$3,289,880

 

HOTELS/MOTELS --- 0.39%

 

56,700 Trump Entertainment Resorts Inc ^^*

1,034,208

 

$1,034,208

 

HOUSEHOLD GOODS --- 0.47%

 

84,700 Sealy Corp ^^

1,249,325

 

$1,249,325

 

INSURANCE RELATED --- 5.32%

 

150,000 American Equity Investment Life Holding Co ^^

1,954,500

 

60,100 Delphi Financial Group Inc Class A

2,431,646

 

65,900 First Mercury Financial Corp*

1,549,968

 

25,452 Midland Co

1,067,711

 

38,300 Navigators Group Inc*

1,845,294

 

26,900 Protective Life Corp

1,277,750

 

39,400 RLI Corp ^^

2,222,948

 

50,600 United Fire & Casualty Co ^^

1,783,650

 

$14,133,467

 

INVESTMENT BANK/BROKERAGE FIRM --- 1.29%

 

45,400 CBL & Associated Properties Inc ^^

1,968,090

 

18,500 Penson Worldwide Inc*

507,085

 

24,100 Stifel Financial Corp ^^*

945,443

 

$3,420,618

 

LEISURE & ENTERTAINMENT --- 1.35%

 

30,600 4Kids Entertainment Inc*

557,532

 

135,700 Live Nation ^^*

3,039,680

 

$3,597,212

 

MACHINERY --- 2.14%

 

54,300 Albany International Corp Class A ^^

1,787,013

 

24,500 Harsco Corp

1,864,450

 

19,450 IDEX Corp

922,125

 

22,300 Nordson Corp

1,111,209

 

$5,684,797

 

MANUFACTURING --- 3.49%

 

43,400 Actuant Corp Class A

2,068,010

 

87,900 Barnes Group Inc ^^

1,911,825

 

36,600 LB Foster Co ^^*

948,306

 

83,400 McGrath Rentcorp ^^

2,554,542

 

62,939 RBC Bearings Inc*

1,803,832

 

$9,286,515

 

MEDICAL PRODUCTS --- 0.47%

 

24,600 West Pharmaceutical Services Inc

1,260,258

 

$1,260,258

 

OIL & GAS --- 4.12%

 

32,100 ATP Oil & Gas Corp ^^*

1,270,197

 

44,400 Denbury Resources Inc*

1,233,876

 

58,600 Dresser-Rand Group Inc*

1,433,942

 

23,800 FMC Technologies Inc*

1,466,794

 

81,881 Helix Energy Solutions Group Inc ^^*

2,568,607

 

89,100 Mariner Energy Inc ^^*

1,746,360

 

19,900 Universal Compression Holdings Inc*

1,235,989

 

$10,955,765

 

PAPER & FOREST PRODUCTS --- 0.71%

 

70,000 Rock-Tenn Co Class A

1,897,700

 

$1,897,700

 

POLLUTION CONTROL --- 1.20%

 

57,500 American Ecology Corp ^^

1,064,325

 

51,125 Waste Connections Inc*

2,124,244

 

$3,188,569

PRINTING & PUBLISHING --- 0.91%

 

62,850 John Wiley & Sons Inc Class A

2,417,840

 

$2,417,840

 

RAILROADS --- 0.43%

 

43,112 Genesee & Wyoming Inc ^^

1,131,259

 

$1,131,259

 

REAL ESTATE --- 5.84%

 

79,700 BioMed Realty Trust Inc REIT ^^

2,279,420

 

40,200 Corporate Office Properties Trust REIT ^^

2,028,894

 

79,000 First Potomac Realty Trust REIT ^^

2,299,690

 

27,009 Health Care Inc REIT*

1,161,923

 

116,300 Kite Realty Group Trust REIT

2,165,506

 

56,100 LaSalle Hote Properties REIT

2,572,185

 

59,100 Newcastle Investment Corp REIT ^^

1,851,012

 

26,578 Potlatch Corp REIT ^^

1,164,648

 

$15,523,278

 

RESTAURANTS --- 2.40%

 

62,000 Bob Evans Farms Inc

2,121,640

 

76,900 CEC Entertainment Inc*

3,095,225

 

69,700 Mortons Restaurant Group Inc ^^*

1,160,505

 

$6,377,370

 

RETAIL --- 5.28%

 

19,100 Big Lots Inc ^^*

437,772

 

52,100 Casey's General Stores Inc

1,226,955

 

51,000 Dollar Tree Stores Inc*

1,535,100

 

94,600 First Cash Financial Services Inc ^^

2,447,302

 

105,700 Jo-Ann Stores Inc ^^*

2,600,220

 

68,700 Pier 1 Imports Inc ^^

408,765

 

64,400 Rent-A-Center Inc*

1,900,444

 

76,800 Sonic Automotive Inc ^^

2,230,272

 

91,800 Winn-Dixie Stores Inc ^^*

1,239,300

 

$14,026,130

 

SPECIALIZED SERVICES --- 5.29%

 

35,652 Electro Rent Corp*

595,388

 

65,300 Harte-Hanks Inc

1,809,463

 

94,300 Navigant Consulting Inc ^^*

1,863,368

 

124,500 Rollins Inc

2,752,695

 

10,200 Standard Parking Corp*

391,782

 

46,000 UTI Worldwide Inc

1,375,400

 

40,100 Vertrue Inc ^^*

1,540,241

 

120,000 Wright Express Corp*

3,740,398

 

$14,068,735

 

TELEPHONE & TELECOMMUNICATIONS --- 1.90%

 

65,600 Anaren Microwave Inc*

1,165,056

 

23,000 Commonwealth Telephone Enterprises Inc ^^

962,780

 

62,600 Iowa Telecommunications Services Inc ^^

1,233,846

 

94,000 Sirenza Microdevices Inc ^^*

738,840

 

63,900 Tekelec ^^*

947,637

 

$5,048,159

TEXTILES --- 1.45%

 

109,900 Fossil Inc ^^*

2,481,542

 

58,000 Hanesbrands Inc*

1,369,960

 

$3,851,502

 

TRANSPORTATION --- 1.66%

 

59,900 Genesis Lease Ltd ^^*

1,407,650

 

76,700 Laidlaw International Inc

2,333,981

 

36,800 Marten Transport Ltd ^^*

674,544

 

$4,416,175

 

UTILITIES --- 1.80%

 

24,900 ONEOK Inc

1,073,688

 

136,100 UGI Corp

3,712,808

 

$4,786,496

 

WATER --- 0.68%

 

32,600 American States Water Co ^^

1,259,012

 

28,700 Middlesex Water Co

537,551

 

$1,796,563

 

TOTAL COMMON STOCK --- 96.68%

$257,007,718

(Cost $212,306,015)

 

SHORT-TERM INVESTMENTS

 

Par Value ($)

Value ($)

 

 

8,826,000 Freddie Mac

8,822,454

 

4.890%, January 2, 2007

 

TOTAL SHORT-TERM INVESTMENTS --- 3.32%

$8,822,454

 

(Cost $8,822,454)

 

TOTAL MAXIM LOOMIS SAYLES SMALL-CAP VALUE PORTFOLIO --- 100%

$265,830,172

(Cost $221,128,469)

 

Legend

* Non-income Producing 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 Sector

 

 

 

 

 

Maxim Loomis Sayles Small-Cap Value Porfolio

 

 

December 31, 2006

 

 

 

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

% of Portfolio

Sector

 

Value ($)

 

Investments

Communications

 

15,136,133

 

5.68%

Consumer Products & Services

 

50,643,889

 

19.05%

Financial Services

 

65,685,123

 

24.71%

Health Care Related

 

5,277,059

 

1.99%

Industrial Products & Services

 

41,437,251

 

15.59%

Natural Resources

 

17,541,286

 

6.60%

Short Term Investments

 

8,822,454

 

3.32%

Technology

 

38,111,583

 

14.34%

Transportation

 

10,160,190

 

3.82%

Utilities

 

13,015,204

 

4.90%

 

 

$265,830,172

 

100.00%

 

 

SHAREHOLDER EXPENSE EXAMPLE

 

 

 

 

 

Maxim Loomis Sayles Small-Cap Value 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

 

$ 1,068.02

 

$ 5.68

 

 

 

 

 

 

 

 

Hypothetical

 

 

 

 

 

 

(5% return before expenses)

$ 1,000.00

 

$ 1,019.71

 

$ 5.55

 

 

 

 

 

 

 

 

*Expenses are equal to the Portfolio's annualized expense ratio of 1.09%, 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 investment adviser; and (b) any entity controlling, controlled by, or under common control with the investment adviser if that entity

_________________________

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.

 

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.

 

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

 

 

_________________________

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.

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