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)

M.T.G. Graye

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: (866) 831-7129

Date of fiscal year end: December 31

Date of reporting period: June 30, 2009

ITEM 1.                      REPORTS TO STOCKHOLDERS

MAXIM SERIES FUND, INC.

Maxim Profile I Portfolios

Semi-Annual Report

June 30, 2009

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. (the “Fund”).  Such offering is made only by the prospectus(es) of the Fund, which include details as to offering price and other information.

MAXIM SERIES FUND, INC.

Maxim Aggressive Profile I, Maxim Conservative Profile I, Maxim Moderate Profile I, Maxim Moderately Aggressive Profile I and Maxim Moderately Conservative Profile I Portfolios

MAXIM SERIES FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 2009
UNAUDITED
										MAXIM			MAXIM
	MAXIM			MAXIM			MAXIM			MODERATELY			MODERATELY
	AGGRESSIVE			CONSERVATIVE			MODERATE			AGGRESSIVE			CONSERVATIVE
	PROFILE I			PROFILE I			PROFILE I			PROFILE I			PROFILE I
	PORTFOLIO			PORTFOLIO			PORTFOLIO			PORTFOLIO			PORTFOLIO
ASSETS:
Investments in securities, market value  (1)	$	95,288,654		$	49,995,052		$	255,610,055		$	235,364,689		$	61,730,425
Total assets		95,288,654			49,995,052			255,610,055			235,364,689			61,730,425
LIABILITIES:
Due to investment adviser		3,262			1,713			8,750			8,057			2,112
NET ASSETS	$	95,285,392		$	49,993,339		$	255,601,305		$	235,356,632		$	61,728,313
NET ASSETS REPRESENTED BY:
Capital stock, $.10 par value	$	1,414,640		$	575,303		$	3,134,571		$	3,084,510		$	743,020
Additional paid-in capital		145,553,296			56,331,776			320,886,223			319,938,340			74,220,725
Net unrealized depreciation on investments		(42,171,474	)		(2,226,463	)		(50,533,385	)		(69,955,049	)		(7,208,935	)
Undistributed net investment income		42,379			57,731			153,661			171,804			50,085
Accumulated net realized loss on investments		(9,553,449	)		(4,745,008	)		(18,039,765	)		(17,882,973	)		(6,076,582	)
NET ASSETS	$	95,285,392		$	49,993,339		$	255,601,305		$	235,356,632		$	61,728,313
NET ASSET VALUE PER OUTSTANDING SHARE	$	6.74		$	8.69		$	8.15		$	7.63		$	8.31
(Offering and Redemption Price)
SHARES OF CAPITAL STOCK:
Authorized		100,000,000			100,000,000			100,000,000			100,000,000			100,000,000
Outstanding		14,146,396			5,753,027			31,345,711			30,845,095			7,430,198
(1)  Cost of investments in securities:	$	137,460,128		$	52,221,515		$	306,143,440		$	305,319,738		$	68,939,360
See notes to financial statements.

MAXIM SERIES FUND, INC.
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2009
UNAUDITED
										MAXIM			MAXIM
	MAXIM			MAXIM			MAXIM			MODERATELY			MODERATELY
	AGGRESSIVE			CONSERVATIVE			MODERATE			AGGRESSIVE			CONSERVATIVE
	PROFILE I			PROFILE I			PROFILE I			PROFILE I			PROFILE I
	PORTFOLIO			PORTFOLIO			PORTFOLIO			PORTFOLIO			PORTFOLIO
INVESTMENT INCOME:
Income distributions received	$	262,868		$	761,214		$	2,014,970		$	1,724,752		$	649,237
EXPENSES:
Management fees		103,160			60,305			290,416			261,224			70,778
NET INVESTMENT INCOME		159,708			700,909			1,724,554			1,463,528			578,459
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments		(5,458,960	)		(3,974,114	)		(17,350,936	)		(14,882,283	)		(4,467,801	)
Change in net unrealized depreciation on investments		11,612,312			7,044,052			31,372,712			29,549,633			7,865,363
Net realized and unrealized gain on investments		6,153,352			3,069,938			14,021,776			14,667,350			3,397,562
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS	$	6,313,060		$	3,770,847		$	15,746,330		$	16,130,878		$	3,976,021
See notes to financial statements.

MAXIM SERIES FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED JUNE 30, 2009 AND YEAR ENDED DECEMBER 31, 2008
	MAXIM AGGRESSIVE PROFILE I PORTFOLIO						MAXIM CONSERVATIVE PROFILE I PORTFOLIO						MAXIM MODERATE PROFILE I PORTFOLIO
	2009			2008			2009			2008			2009			2008
	UNAUDITED						UNAUDITED						UNAUDITED
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	159,708		$	905,798		$	700,909		$	2,029,705		$	1,724,554		$	7,446,674
Net realized loss on investments		(5,458,960	)		(6,107,416	)		(3,974,114	)		(930,873	)		(17,350,936	)		(4,433,507	)
Capital gain distributions received		0			4,200,253			0			906,479			0			8,356,250
Change in net unrealized appreciation (depreciation) on investments		11,612,312			(54,357,155	)		7,044,052			(9,320,687	)		31,372,712			(84,926,400	)
Net increase (decrease) in net assets resulting from operations		6,313,060			(55,358,520	)		3,770,847			(7,315,376	)		15,746,330			(73,556,983	)
DISTRIBUTIONS:
From net investment income		(162,322	)		(896,396	)		(702,280	)		(1,987,801	)		(1,731,561	)		(7,436,590	)
From net realized gains		0			(9,273,150	)		0			(1,156,439	)		0			(14,943,730	)
Total distributions		(162,322	)		(10,169,546	)		(702,280	)		(3,144,240	)		(1,731,561	)		(22,380,320	)
SHARE TRANSACTIONS:
Net proceeds from sales of shares		12,930,017			28,519,390			8,332,009			16,278,481			23,967,183			56,303,507
Reinvestment of distributions		162,322			10,169,546			702,280			3,144,240			1,731,561			22,380,320
Redemptions of shares		(8,861,861	)		(22,972,024	)		(10,267,025	)		(10,217,420	)		(24,473,078	)		(50,455,330	)
Net increase (decrease) in net assets resulting from share transactions		4,230,478			15,716,912			(1,232,736	)		9,205,301			1,225,666			28,228,497
Total increase (decrease) in net assets		10,381,216			(49,811,154	)		1,835,831			(1,254,315	)		15,240,435			(67,708,806	)
NET ASSETS:
Beginning of period		84,904,176			134,715,330			48,157,508			49,411,823			240,360,870			308,069,676
End of period  (1)	$	95,285,392		$	84,904,176		$	49,993,339		$	48,157,508		$	255,601,305		$	240,360,870
		0			0			0			0			0			0
OTHER INFORMATION:
SHARES:
Sold		2,138,716			3,086,436			1,021,941			1,747,826			3,169,274			5,768,437
Issued in reinvestment of distributions		23,941			1,148,952			80,722			356,684			211,424			2,517,933
Redeemed		(1,504,687	)		(2,483,134	)		(1,236,926	)		(1,103,347	)		(3,317,398	)		(5,320,718	)
Net increase (decrease)		657,970			1,752,254			(134,263	)		1,001,163			63,300			2,965,652
(1)  Including undistributed net investment income	$	42,379		$	44,993		$	57,731		$	59,102		$	153,661		$	160,668
See notes to financial statements.

MAXIM SERIES FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED JUNE 30, 2009 AND YEAR ENDED DECEMBER 31, 2008
	MAXIM MODERATELY AGGRESSIVE PROFILE I PORTFOLIO						MAXIM MODERATELY CONSERVATIVE PROFILE I PORTFOLIO
	2009			2008			2009			2008
	UNAUDITED						UNAUDITED
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,463,528		$	6,545,127		$	578,459		$	2,050,791
Net realized loss on investments		(14,882,283	)		(7,288,975	)		(4,467,801	)		(2,038,251	)
Capital gain distributions received		0			8,373,804			0			1,576,124
Change in net unrealized appreciation (depreciation) on investments		29,549,633			(99,698,543	)		7,865,363			(14,932,925	)
Net increase (decrease) in net assets resulting from operations		16,130,878			(92,068,587	)		3,976,021			(13,344,261	)
DISTRIBUTIONS:
From net investment income		(1,469,980	)		(6,501,307	)		(580,150	)		(2,032,378	)
From net realized gains		0			(14,721,223	)		0			(2,458,058	)
Total distributions		(1,469,980	)		(21,222,530	)		(580,150	)		(4,490,436	)
SHARE TRANSACTIONS:
Net proceeds from sales of shares		25,011,763			55,621,610			6,896,680			19,068,386
Reinvestment of distributions		1,469,980			21,222,530			580,150			4,490,436
Redemptions of shares		(19,920,318	)		(47,235,227	)		(7,393,619	)		(16,222,638	)
Net increase in net assets resulting from share transactions		6,561,425			29,608,913			83,211			7,336,184
Total increase (decrease) in net assets		21,222,323			(83,682,204	)		3,479,082			(10,498,513	)
NET ASSETS:
Beginning of period		214,134,309			297,816,513			58,249,231			68,747,744
End of period  (1)	$	235,356,632		$	214,134,309		$	61,728,313		$	58,249,231
		0			0			0			0
OTHER INFORMATION:
SHARES:
Sold		3,585,868			5,795,833			884,299			2,027,881
Issued in reinvestment of distributions		191,653			2,409,633			69,646			512,001
Redeemed		(2,923,682	)		(4,971,419	)		(964,179	)		(1,808,400	)
Net increase (decrease)		853,839			3,234,047			(10,234	)		731,482
(1)  Including undistributed net investment income	$	171,804		$	178,256		$	50,085		$	51,776
See notes to financial statements.
										(Concluded)

MAXIM SERIES FUND, INC.
MAXIM AGGRESSIVE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended				Year Ended December 31,
		June 30, 2009				2008			2007			2006			2005			2004
		UNAUDITED
Net Asset Value, Beginning of Period		$	6.29			$	11.48		$	11.99		$	11.77		$	11.65		$	10.11
Income from Investment Operations
Net investment income			0.01				0.07			0.13			0.25			0.13			0.16
Capital gain distributions received			0.00				0.31			0.83			0.98			0.80			0.31
	Total distributions received		0.01				0.38			0.96			1.23			0.93			0.47
Net realized and unrealized gain (loss)on investments			0.45				(4.74	)		(0.14	)		0.52			0.10			1.23
Total Income (Loss) From
	Investment Operations		0.46				(4.36	)		0.82			1.75			1.03			1.70
Less Distributions
From net investment income			(0.01	)			(0.07	)		(0.13	)		(0.25	)		(0.13	)		(0.16	)
From net realized gains			0.00				(0.76	)		(1.20	)		(1.28	)		(0.78	)
Total Distributions			(0.01	)			(0.83	)		(1.33	)		(1.53	)		(0.91	)		(0.16	)
Net Asset Value, End of Period		$	6.74			$	6.29		$	11.48		$	11.99		$	11.77		$	11.65
Total Return ±			7.34	%	^		(40.04	%)		7.12	%		15.54	%		8.78	%		16.89	%
Net Assets, End of Period ($000)		$	95,285			$	84,904		$	134,715		$	116,965		$	88,192		$	82,079
Ratio of Expenses to Average Net Assets #			0.25	%	*		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Ratio of Net Investment Income to
	Average Net Assets		0.39	%	*		0.79	%		1.18	%		2.25	%		1.08	%		1.67	%
Portfolio Turnover Rate			7.77	%	^		54.34	%		11.10	%		13.65	%		28.45	%		25.48	%
±	Performance does not include any fees or expenses of variable insurance contracts, if applicable.  If such fees or expenses were included, returns would be lower.
#	Does not include expenses of the investment companies in which the portfolio invests.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
*	Annualized
See notes to financial statements.																		(Continued)

MAXIM SERIES FUND, INC.
MAXIM CONSERVATIVE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended				Year Ended December 31,
		June 30, 2009				2008			2007			2006			2005			2004
		UNAUDITED
Net Asset Value, Beginning of Period		$	8.18			$	10.11		$	10.30		$	10.20		$	10.34		$	9.96
Income from Investment Operations
Net investment income			0.12				0.37			0.31			0.32			0.34			0.30
Capital gain distributions received			-				0.15			0.22			0.28			0.20			0.04
	Total distributions received		0.12				0.52			0.53			0.60			0.54			0.34
Net realized and unrealized gain (loss) on investments			0.51				(1.88	)		0.01			0.20			(0.11	)		0.34
Total Income (Loss) From
	Investment Operations		0.63				(1.36	)		0.54			0.80			0.43			0.68
Less Distributions
From net investment income			(0.12	)			(0.36	)		(0.31	)		(0.33	)		(0.34	)		(0.30	)
From net realized gains			-				(0.21	)		(0.42	)		(0.37	)		(0.23	)		-
Total Distributions			(0.12	)			(0.57	)		(0.73	)		(0.70	)		(0.57	)		(0.30	)
Net Asset Value, End of Period		$	8.69			$	8.18		$	10.11		$	10.30		$	10.20		$	10.34
Total Return ±			7.74	%	^		(13.77	%)		5.56	%		7.99	%		4.20	%		6.92	%
Net Assets, End of Period ($000)		$	49,993			$	48,158		$	49,412		$	43,135		$	37,776		$	37,766
Ratio of Expenses to Average Net Assets #			0.25	%	*		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Ratio of Net Investment Income to
	Average Net Assets		2.91	%	*		4.03	%		3.10	%		3.18	%		3.12	%		3.03	%
Portfolio Turnover Rate			17.74	%	^		44.10	%		21.14	%		17.92	%		45.14	%		33.95	%
±	Performance does not include any fees or expenses of variable insurance contracts, if applicable.  If such fees or expenses were included, returns would be lower.
#	Does not include expenses of the investment companies in which the portfolio invests.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
*	Annualized
See notes to financial statements.																		(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended				Year Ended December 31,
		June 30, 2009				2008			2007			2006			2005			2004
		UNAUDITED
Net Asset Value, Beginning of Period		$	7.68			$	10.88		$	11.10		$	10.94		$	10.98		$	10.08
Income from Investment Operations
Net investment income			0.05				0.25			0.25			0.30			0.24			0.24
Capital gain distributions received			0.00				0.27			0.50			0.62			0.49			0.16
	Total distributions received		0.05				0.52			0.75			0.92			0.73			0.40
Net realized and unrealized gain (loss) on investments			0.48				(2.96	)		0.02			0.35			(0.04	)		0.74
Total Income (Loss) From
	Investment Operations		0.53				(2.44	)		0.77			1.27			0.69			1.14
Less Distributions
From net investment income			(0.06	)			(0.25	)		(0.24	)		(0.30	)		(0.24	)		(0.24	)
From net realized gains			0.00				(0.51	)		(0.75	)		(0.81	)		(0.49	)		0.00
Total Distributions			(0.06	)			(0.76	)		(0.99	)		(1.11	)		(0.73	)		(0.24	)
Net Asset Value, End of Period		$	8.15			$	7.68		$	10.88		$	11.10		$	10.94		$	10.98
Total Return ±			6.84	%	^		(23.29	%)		7.13	%		11.98	%		6.29	%		11.34	%
Net Assets, End of Period ($000)		$	255,601			$	240,361		$	308,070		$	271,459		$	220,912		$	200,257
Ratio of Expenses to Average Net Assets #			0.25	%	*		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Ratio of Net Investment Income to
	Average Net Assets		1.49	%	*		2.63	%		2.27	%		2.76	%		2.05	%		2.63	%
Portfolio Turnover Rate			11.34	%	^		47.88	%		14.43	%		13.40	%		36.53	%		21.59	%
±	Performance does not include any fees or expenses of variable insurance contracts, if applicable.  If such fees or expenses were included, returns would be lower.
#	Does not include expenses of the investment companies in which the portfolio invests.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
*	Annualized
See notes to financial statements.																		(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATELY AGGRESSIVE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended				Year Ended December 31,
		June 30, 2009				2008			2007			2006			2005			2004
		UNAUDITED
Net Asset Value, Beginning of Period		$	7.14			$	11.13		$	11.47		$	11.46		$	11.44		$	10.29
Income from Investment Operations
Net investment income			0.05				0.23			0.25			0.34			0.23			0.22
Capital gain distributions received			0.00				0.28			0.58			0.74			0.65			0.18
	Total distributions received		0.05				0.51			0.83			1.08			0.88			0.40
Net realized and unrealized gain (loss)on investments			0.49				(3.74	)		(0.03	)		0.44			(0.01	)		0.97
Total Income (Loss) From
	Investment Operations		0.54				(3.23	)		0.80			1.52			0.87			1.37
Less Distributions
From net investment income			(0.05	)			(0.23	)		(0.24	)		(0.34	)		(0.23	)		(0.22	)
From net realized gains			0.00				(0.53	)		(0.90	)		(1.17	)		(0.62	)		0.00
Total Distributions			(0.05	)			(0.76	)		(1.14	)		(1.51	)		(0.85	)		(0.22	)
Net Asset Value, End of Period		$	7.63			$	7.14		$	11.13		$	11.47		$	11.46		$	11.44
Total Return ±			7.53	%	^		(30.24	%)		7.25	%		13.79	%		7.65	%		13.38	%
Net Assets, End of Period ($000)		$	235,357			$	214,134		$	297,817		$	258,251		$	199,388		$	186,620
Ratio of Expenses to Average Net Assets #			0.25	%	*		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Ratio of Net Investment Income to
	Average Net Assets		1.40	%	*		2.48	%		2.20	%		3.03	%		2.02	%		2.00	%
Portfolio Turnover Rate			9.55	%	^		52.09	%		19.00	%		16.86	%		36.90	%		30.33	%
±	Performance does not include any fees or expenses of variable insurance contracts, if applicable.  If such fees or expenses were included, returns would be lower.
#	Does not include expenses of the investment companies in which the portfolio invests.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
*	Annualized
See notes to financial statements.																		(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATELY CONSERVATIVE PROFILE I PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended				Year Ended December 31,
		June 30, 2009				2008			2007			2006			2005			2004
		UNAUDITED
Net Asset Value, Beginning of Period		$	7.83			$	10.25		$	10.47		$	10.44		$	10.60		$	9.91
Income from Investment Operations
Net investment income			0.08				0.29			0.26			0.28			0.26			0.26
Capital gain distributions received			0.00				0.21			0.37			0.48			0.36			0.12
	Total distributions received		0.08				0.50			0.63			0.76			0.62			0.38
Net realized and unrealized gain (loss) on investments			0.48				(2.30	)		0.03			0.24			0.00			0.57
Total Income (Loss) From
	Investment Operations		0.56				(1.80	)		0.66			1.00			0.62			0.95
Less Distributions
From net investment income			(0.08	)			(0.28	)		(0.26	)		(0.28	)		(0.26	)		(0.26	)
From net realized gains			0.00				(0.34	)		(0.62	)		(0.69	)		(0.52	)		0.00
Total Distributions			(0.08	)			(0.62	)		(0.88	)		(0.97	)		(0.78	)		(0.26	)
Net Asset Value, End of Period		$	8.31			$	7.83		$	10.25		$	10.47		$	10.44		$	10.60
Total Return ±			7.13	%	^		(18.11	%)		6.41	%		9.90	%		5.94	%		9.66	%
Net Assets, End of Period ($000)		$	61,728			$	58,249		$	68,748		$	58,412		$	48,826		$	47,169
Ratio of Expenses to Average Net Assets #			0.25	%	*		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Ratio of Net Investment Income to
	Average Net Assets		2.04	%	*		3.07	%		2.57	%		2.70	%		2.29	%		2.69	%
Portfolio Turnover Rate			13.27	%	^		48.48	%		20.09	%		16.27	%		56.53	%		31.05	%
±	Performance does not include any fees or expenses of variable insurance contracts, if applicable.  If such fees or expenses were included, returns would be lower.
#	Does not include expenses of the investment companies in which the portfolio invests.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
*	Annualized
See notes to financial statements.																		(Concluded)

MAXIM SERIES FUND, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

UNAUDITED

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 forty-eight portfolios.  Interests in the Maxim Aggressive Profile I, Maxim Conservative Profile I, Maxim Moderate Profile I, Maxim Moderately Aggressive Profile I and Maxim Moderately Conservative Profile I Portfolios (the Portfolios) are included herein and are represented by separate classes of beneficial interest of the Fund.  The investment objective of each Portfolio is: to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize equity investments for the Maxim Aggressive Profile I Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize fixed income investments for the Maxim Conservative Profile I Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund with a relatively equal emphasis on equity and fixed income investments for the Maxim Moderate Profile I Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize equity investments, and to a lesser degree, in those that emphasize fixed income investments for the Maxim Moderately Aggressive Profile I Portfolio; and to seek capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize fixed income investments, and to a lesser degree, in those that emphasize equity investments for the Maxim Moderately Conservative Profile I Portfolio.  Each Portfolio is non-diversified as defined in the 1940 Act.  The Portfolios are 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 Life Insurance Company, and certain qualified retirement plans for which GWL&A, First Great-West Life & Annuity Insurance Company and New England Life Insurance Company provide administrative services.  The Portfolios are also available as an investment option for college savings programs.

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

Investments in shares of the underlying funds are valued at their net asset value as reported by the underlying fund.  Investments in the GWL&A Contract (the Contract) are valued at the amount of deposits plus interest less withdrawals, determined on a daily basis.  The investment in the Contract is a guaranteed account invested in the general account of GWL&A.  The interest rate credited may change on a calendar quarter basis, but on an annual effective basis will not be less than 1.5%.  The investment in the Contract is considered to be fair valued with the major consideration in the valuation being the credit rating of GWL&A.

The Portfolios are subject to the provisions of 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.

The valuation hierarchy is based upon the transparency of inputs to the valuation of the Portfolio’s investments.  The three levels are defined as follows:

Level 1 – Valuations based on quoted prices for identical securities in active markets.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the fair value measurement.

As of June 30, 2009, the inputs used to value the Portfolio’s investments were as follows:

Description	Level 1		Level 2		Level 3		Total
Aggressive Profile I Portfolio	$	95,288,654	$	-	$	-	$	95,288,654
Conservative Profile I Portfolio		38,878,629		-		11,116,423		49,995,052
Moderate Profile I Portfolio		218,037,086		-		37,572,969		255,610,055
Moderately Aggressive Profile I Portfolio		223,896,551		-		11,468,138		235,364,689
Moderately Conservative Profile I Portfolio		48,066,566		-		13,663,859		61,730,425

The following is a reconciliation of change in Level 3 assets during the six months ended June 30, 2009:

					Moderately		Moderately
	Conservative		Moderate		Aggressive		Conservative
	Profile I		Profile I		Profile I		Profile I
Description	Portfolio		Portfolio		Portfolio		Portfolio
Beginning Balance, January 1, 2009	$	10,013,423		31,350,494		9,054,708		11,744,009
Total realized and unrealized gains (or losses)		400,408		524,593		157,363		158,784
Purchases, sales and corporate actions		702,592		5,697,882		2,256,067		1,761,066
Transfers into (out of) Level 3		-		-		-		-
Ending Balance, June 30, 2009	$	11,116,423		37,572,969		11,468,138		13,663,859

Dividends

Dividends from net investment income of the Portfolios are declared and paid semi-annually.  Income dividends are reinvested in additional shares at net asset value.  Dividends from capital gains of the Portfolios, 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 and realized gain distributions from underlying funds are accrued as of the ex-dividend date.

Interest on the Contract is accrued 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 investment company taxable net income, including realized gain not offset by capital loss carryforwards, if any, to its shareholders.  Management has concluded that the Portfolio has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48).  Accordingly, no provision for federal income or excise taxes has been made.  The Portfolio files income tax returns in the U.S. federal jurisdiction and Colorado.  No federal income tax returns are currently under examination.  The statute of limitations on the Portfolio’s federal tax return filings remains open for the years ended December 31, 2005 through December 31, 2008.

Classification of Distributions to Shareholders

The character of distributions made during the year from net investment income or net realized gains are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America.

2. INVESTMENT ADVISORY AGREEMENT & OTHER TRANSACTIONS WITH AFFILIATES

The Fund has entered into an investment advisory agreement with GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (MCM), 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 0.25% of the average daily net assets of each Portfolio.  Each Portfolio will also bear the indirect expense of the underlying investments.  Because the underlying funds have varied expense and fee levels and the Portfolios may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Portfolios will vary.

GWFS Equities, Inc., a wholly-owned subsidiary of GWL&A, is the principal underwriter to distribute and market the Portfolio.  FASCore, LLC, a wholly-owned subsidiary of GWL&A, performs transfer agent servicing functions for the Portfolio.

The Portfolios each may invest in a fixed interest contract issued and guaranteed by GWL&A.  The contract has a stable principal value and pays a fixed rate of interest.  GWL&A calculates the interest rate in the same way it calculates guaranteed interest rates for similar contracts (on a calendar quarter or other periodic basis).   Each of the Portfolios may also invest in various funds offered by Putnam Funds which is an affiliate of MCM & GWL&A.

As of June 30, 2009, there were forty-eight Portfolios of the Fund for which the Directors served as Directors.  The total compensation paid to the independent directors with respect to all portfolios for which they serve as Directors was $114,500 for the six months ended June 30, 2009. 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.

An affiliated company represents ownership by a Portfolio of at least 5% of the voting securities of the issuer during the period, as defined in the 1940 Act.  A summary of transactions during the six months ended June 30, 2009, in which the issuer was an affiliate of a Portfolio, is included on the following pages.

			Market											Market
	Shares		Value		Purchase		Sales		Realized			Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)			Received		06/30/2009
Aggressive Profile I Portfolio
Maxim MFS® International Growth Portfolio		973,490	$	7,092,653	$	753,380	$	627,215	$	(228,780	)	$	0	$	7,826,858
Maxim MidCap Value Portfolio		1,539,087		8,740,709		1,166,971		492,176		(220,539	)		62,164		9,603,900
Maxim Small-Cap Growth Portfolio		394,354		4,104,421		821,818		586,051		(169,886	)		0		4,862,381

Market

Market

Shares

Value

Purchase

Sales

Realized

Dividends

Value

Affiliate

Held

12/31/2008

Cost

Cost

Gain/(Loss)

Received

06/30/2009

Conservative Profile I Portfolio

Maxim Short Duration Bond Portfolio

380,165

3,347,682

787,035

525,902

(14,375

)

74,055

3,718,013

			Market											Market
	Shares		Value		Purchase		Sales		Realized			Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)			Received		06/30/2009
Moderate Profile I Portfolio
Maxim Bernstein International Equity Portfolio		2,114,167	$	13,008,095	$	1,443,126	$	6,599,426	$	(3,761,458	)	$	0	$	12,769,571
Maxim Federated Bond Portfolio		1,905,908		16,469,145		3,005,659		1,199,098		6,922			436,391		18,792,250
Maxim Global Bond Portfolio		1,551,259		10,751,208		2,258,869		709,077		(170,737	)		144,692		12,813,398
Maxim High Yield Bond Portfolio		948,011		5,423,233		637,996		1,297,871		(496,454	)		365,227		6,304,273
Maxim Invesco ADR Portfolio		1,237,973		12,850,446		674,461		3,260,254		(1,462,629	)		0		12,652,085
Maxim Janus Large Cap Growth Portfolio		2,772,007		23,862,119		1,057,951		6,484,492		(2,660,419	)		0		25,724,225
Maxim Loomis Sayles Small-Cap Value Portfolio		966,927		12,897,518		586,330		1,484,973		(615,893	)		26,432		12,956,816
Maxim MFS® International Growth Portfolio		1,586,288		13,004,140		800,200		2,746,547		(1,225,691	)		0		12,753,758
Maxim MidCap Value Portfolio		2,089,103		13,356,463		834,047		1,755,898		(747,463	)		84,343		13,036,004
Maxim Small-Cap Value Portfolio		1,945,486		13,470,894		1,043,734		1,331,333		(513,766	)		75,554		13,112,574

			Market											Market
	Shares		Value		Purchase		Sales		Realized			Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)			Received		06/30/2009
Moderately Aggressive Profile I Portfolio
Maxim Bernstein International Equity Portfolio		2,261,126	$	13,153,385	$	1,752,448	$	5,749,856	$	(3,241,185	)	$	0	$	13,657,202
Maxim Federated Bond Portfolio		1,163,457		9,511,941		2,198,655		552,722		(7,423	)		262,060		11,471,686
Maxim Global Bond Portfolio		1,420,450		9,315,751		2,481,232		492,443		(124,278	)		132,528		11,732,919
Maxim High Yield Bond Portfolio		868,080		4,699,534		779,196		999,732		(366,181	)		334,523		5,772,731
Maxim Invesco ADR Portfolio		1,321,756		12,973,728		958,046		2,612,472		(1,176,525	)		0		13,508,342
Maxim Janus Large Cap Growth Portfolio		2,538,260		20,666,784		1,245,621		4,422,109		(1,908,702	)		0		23,555,054
Maxim MFS® International Growth Portfolio		1,693,648		13,128,832		1,087,758		2,045,546		(906,266	)		0		13,616,927
Maxim MidCap Value Portfolio		2,869,426		17,344,008		1,429,126		1,324,737		(578,540	)		115,878		17,905,218
Maxim Small-Cap Growth Portfolio		980,306		10,852,543		1,484,953		1,876,881		(764,696	)		0		12,087,171
Maxim Small-Cap Value Portfolio		1,336,079		8,746,757		901,309		498,163		(199,596	)		51,902		9,005,169

3.         PURCHASES & SALES OF UNDERLYING INVESTMENTS

For the six months ended June 30, 2009, the aggregate cost of purchases and proceeds from sales of underlying investments were as follows:

	Purchases		Sales
Aggressive Profile I Portfolio	$	10,727,687		$	6,497,838
Conservative Profile I Portfolio		8,638,497			9,872,265
Moderate Profile I Portfolio		27,899,432			26,677,718
Moderately Aggressive Profile I Portfolio		26,760,009			20,201,070
Moderately Conservative Profile I Portfolio		7,683,770			7,601,797

4. UNREALIZED APPRECIATION (DEPRECIATION)

The aggregate cost of investments and the composition of unrealized appreciation and depreciation of investment securities for federal income tax purposes as of June 30, 2009 were as follows:

	Cost For
	Income							Net
	Tax		Gross		Gross			Unrealized
	Purposes		Appreciation		Depreciation			Depreciation
Aggressive Profile I Portfolio	$	148,644,984	$	0	$	(53,356,330	)	$	(53,356,330	)
Conservative Profile I Portfolio		58,172,465		632,357		(8,809,770	)		(8,177,413	)
Moderate Profile I Portfolio		331,492,139		2,492,593		(78,374,677	)		(75,882,084	)
Moderately Aggressive Profile I Portfolio		328,853,333		633,607		(94,122,251	)		(93,488,644	)
Moderately Conservative Profile I Portfolio		76,697,447		807,017		(15,774,039	)		(14,967,022	)

5. DISTRIBUTIONS TO SHAREHOLDERS

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes.  The character of dividends and distributions made during the fiscal year from net investment income and or realized gains may differ from their ultimate characterization for federal income tax purposes.  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.

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

6. SUBSEQUENT EVENTS

Management has reviewed all events subsequent to the balance sheet date, including the estimates inherent in the process of preparing these financial statements, through the issuance date of the financial statements. There is no additional evidence regarding the conditions that existed at the balance sheet date.

Maxim Series Fund, Inc.
Summary of Investments by Asset Class
Maxim Conservative Profile I Portfolio
June 30, 2009
Unaudited
			% of Portfolio
Asset Class	Value ($)		Investments
Bond		19,885,323		39.76	%
Fixed Interest Contract		11,116,423		22.24	%
International Equity		2,508,121		5.02	%
Large-Cap Equity		7,625,030		15.25	%
MidCap Equity		2,572,952		5.15	%
Short-Term Bond		3,718,013		7.44	%
Small-Cap Equity		2,569,190		5.14	%
	$	49,995,052		100.00	%

Maxim Moderately Conservative Profile I Portfolio
June 30, 2009
Unaudited
			% of Portfolio
Asset Class	Value ($)		Investments
Bond		18,355,055		29.74	%
Fixed Interest Contract		13,663,859		22.13	%
International Equity		6,169,729		9.99	%
Large-Cap Equity		9,378,182		15.19	%
MidCap Equity		6,319,513		10.24	%
Short-Term Bond		1,524,338		2.47	%
Small-Cap Equity		6,319,749		10.24	%
	$	61,730,425		100.00	%

Maxim Moderate Profile I Portfolio
June 30, 2009
Unaudited
			% of Portfolio
Asset Class	Value ($)		Investments
Bond		63,089,251		24.67	%
Fixed Interest Contract		37,572,969		14.70	%
International Equity		38,175,414		14.94	%
Large-Cap Equity		51,580,729		20.18	%
MidCap Equity		39,122,302		15.31	%
Small-Cap Equity		26,069,390		10.20	%
	$	255,610,055		100.00	%

Maxim Moderately Aggressive Profile I Portfolio
June 30, 2009
Unaudited
			% of Portfolio
Asset Class	Value ($)		Investments
Bond		46,277,464		19.66	%
Fixed Interest Contract		11,468,138		4.87	%
International Equity		40,782,471		17.33	%
Large-Cap Equity		59,069,535		25.10	%
MidCap Equity		47,776,552		20.30	%
Small-Cap Equity		29,990,529		12.74	%
	$	235,364,689		100.00	%

Maxim Aggressive Profile I Portfolio
June 30, 2009
Unaudited
			% of Portfolio
Asset Class	Value ($)		Investments
Bond		-		0.00	%
International Equity		23,437,298		24.60	%
Large-Cap Equity		23,762,602		24.94	%
MidCap Equity		28,822,061		30.24	%
Small-Cap Equity		19,266,693		20.22	%
	$	95,288,654		100.00	%

MAXIM SERIES FUND, INC.
MAXIM AGGRESSIVE PROFILE I PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2009
UNAUDITED
COMMON STOCK
Shares		Value ($)
1,299,002	Maxim Bernstein International Equity Portfolio		7,845,973
759,733	Maxim Invesco ADR Portfolio		7,764,467
1,021,094	Maxim Janus Large Cap Growth Portfolio		9,475,753
534,264	Maxim Loomis Sayles Small-Cap Value Portfolio		7,159,137
973,490	Maxim MFS® International Growth Portfolio		7,826,858
1,539,087	Maxim MidCap Value Portfolio		9,603,900
394,354	Maxim Small-Cap Growth Portfolio		4,862,381
1,074,952	Maxim Small-Cap Value Portfolio		7,245,175
679,197	Maxim T. Rowe Price Equity/Income Portfolio		7,145,155
799,678	Maxim T. Rowe Price MidCap Growth Portfolio		9,588,142
622,099	Putnam Equity Income Fund		7,141,694
1,205,259	Putnam Mid Cap Value Fund		9,630,019
TOTAL COMMON STOCK		$	95,288,654
(Cost $137,460,128)
OTHER ASSETS AND LIABILITIES			(3,262	)
TOTAL MAXIM AGGRESSIVE PROFILE I PORTFOLIO		$	95,285,392

See Notes to Financial Statements.                                                                                                                      (Continued)

MAXIM SERIES FUND, INC.
MAXIM CONSERVATIVE PROFILE I PORTFOLIO
SCHEDULE OF INVESTMENTS
June 30, 2009
UNAUDITED
COMMON STOCK
Shares		Value ($)
139,179	Maxim Bernstein International Equity Portfolio		840,639
500,868	Maxim Federated Bond Portfolio		4,938,560
305,742	Maxim Global Bond Portfolio		2,525,425
623,126	Maxim High Yield Bond Portfolio		3,727,670
81,498	Maxim Invesco ADR Portfolio		832,908
409,776	Maxim Janus Large Cap Growth Portfolio		3,802,722
95,292	Maxim Loomis Sayles Small-Cap Value Portfolio		1,276,915
103,803	Maxim MFS® International Growth Portfolio		834,574
205,885	Maxim MidCap Value Portfolio		1,284,721
380,165	Maxim Short Duration Bond Portfolio		3,718,013
191,732	Maxim Small-Cap Value Portfolio		1,292,275
181,711	Maxim T. Rowe Price Equity/Income Portfolio		1,911,603
410,930	Maxim U.S. Government Mortgage Securities Portfolio		4,955,819
166,438	Putnam Equity Income Fund		1,910,705
749,068	Putnam High Yield Advantage Fund		3,737,849
161,230	Putnam Mid Cap Value Fund		1,288,231
TOTAL COMMON STOCK		$	38,878,629
(Cost $41,737,450)
FIXED INTEREST CONTRACT
Shares		Value ($)
10,484,065	*Great-West Life & Annuity Contract		11,116,423
TOTAL FIXED INTEREST CONTRACT		$	11,116,423
(Cost $10,484,065)
OTHER ASSETS AND LIABILITIES			(1,713	)
TOTAL MAXIM CONSERVATIVE PROFILE I PORTFOLIO		$	49,993,339

* Shares for the Great-West Life & Annuity Contract represent amount contributed.

See Notes to Financial Statements.                                                                                                                      (Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATE PROFILE I PORTFOLIO
SCHEDULE OF INVESTMENTS
June 30, 2009
UNAUDITED
COMMON STOCK
Shares		Value ($)
2,114,167	Maxim Bernstein International Equity Portfolio		12,769,571
1,905,908	Maxim Federated Bond Portfolio		18,792,250
1,551,259	Maxim Global Bond Portfolio		12,813,398
948,011	Maxim High Yield Bond Portfolio		6,304,273
1,237,973	Maxim Invesco ADR Portfolio		12,652,085
2,772,007	Maxim Janus Large Cap Growth Portfolio		25,724,225
966,927	Maxim Loomis Sayles Small-Cap Value Portfolio		12,956,816
1,586,288	Maxim MFS® International Growth Portfolio		12,753,758
2,089,103	Maxim MidCap Value Portfolio		13,036,004
1,945,486	Maxim Small-Cap Value Portfolio		13,112,574
1,229,214	Maxim T. Rowe Price Equity/Income Portfolio		12,931,336
1,085,464	Maxim T. Rowe Price MidCap Growth Portfolio		13,014,719
1,563,673	Maxim U.S. Government Mortgage Securities Portfolio		18,857,894
1,125,886	Putnam Equity Income Fund		12,925,168
1,266,821	Putnam High Yield Advantage Fund		6,321,436
1,635,992	Putnam Mid Cap Value Fund		13,071,579
TOTAL COMMON STOCK		$	218,037,086
(Cost $271,028,819)
FIXED INTEREST CONTRACT
Shares		Value ($)
35,114,621	*Great-West Life & Annuity Contract		37,572,969
TOTAL FIXED INTEREST CONTRACT		$	37,572,969
(Cost $35,114,621)
OTHER ASSETS AND LIABILITIES			(8,750	)
TOTAL MAXIM MODERATE PROFILE I PORTFOLIO		$	255,601,305

* Shares for the Great-West Life & Annuity Contract represent amount contributed.

See Notes to Financial Statements.                                                                                                                      (Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATELY AGGRESSIVE PROFILE I PORTFOLIO
SCHEDULE OF INVESTMENTS
June 30, 2009
UNAUDITED
COMMON STOCK
Shares		Value ($)
2,261,126	Maxim Bernstein International Equity Portfolio		13,657,202
1,163,457	Maxim Federated Bond Portfolio		11,471,686
1,420,450	Maxim Global Bond Portfolio		11,732,919
868,080	Maxim High Yield Bond Portfolio		5,772,731
1,321,756	Maxim Invesco ADR Portfolio		13,508,342
2,538,260	Maxim Janus Large Cap Growth Portfolio		23,555,054
664,044	Maxim Loomis Sayles Small-Cap Value Portfolio		8,898,189
1,693,648	Maxim MFS® International Growth Portfolio		13,616,927
2,869,426	Maxim MidCap Value Portfolio		17,905,218
980,306	Maxim Small-Cap Growth Portfolio		12,087,171
1,336,079	Maxim Small-Cap Value Portfolio		9,005,169
1,688,355	Maxim T. Rowe Price Equity/Income Portfolio		17,761,497
993,936	Maxim T. Rowe Price MidCap Growth Portfolio		11,917,296
954,542	Maxim U.S. Government Mortgage Securities Portfolio		11,511,775
1,546,427	Putnam Equity Income Fund		17,752,984
1,159,991	Putnam High Yield Advantage Fund		5,788,353
2,247,063	Putnam Mid Cap Value Fund		17,954,038
TOTAL COMMON STOCK		$	223,896,551
(Cost $294,485,250)
FIXED INTEREST CONTRACT
Shares		Value ($)
10,834,488	*Great-West Life & Annuity Contract		11,468,138
TOTAL FIXED INTEREST CONTRACT		$	11,468,138
(Cost $10,834,488)
OTHER ASSETS AND LIABILITIES			(8,057	)
TOTAL MAXIM MODERATELY AGGRESSIVE PROFILE I PORTFOLIO		$	235,356,632

* Shares for the Great-West Life & Annuity Contract represent amount contributed.

See Notes to Financial Statements.                                                                                                                      (Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATELY CONSERVATIVE PROFILE I PORTFOLIO
SCHEDULE OF INVESTMENTS
June 30, 2009
UNAUDITED
COMMON STOCK
Shares		Value ($)
342,363	Maxim Bernstein International Equity Portfolio		2,067,874
462,036	Maxim Federated Bond Portfolio		4,555,678
376,057	Maxim Global Bond Portfolio		3,106,233
459,642	Maxim High Yield Bond Portfolio		3,056,616
199,875	Maxim Invesco ADR Portfolio		2,042,723
503,994	Maxim Janus Large Cap Growth Portfolio		4,677,066
234,403	Maxim Loomis Sayles Small-Cap Value Portfolio		3,141,001
256,111	Maxim MFS® International Growth Portfolio		2,059,132
253,220	Maxim MidCap Value Portfolio		1,580,095
155,863	Maxim Short Duration Bond Portfolio		1,524,338
471,624	Maxim Small-Cap Value Portfolio		3,178,748
223,490	Maxim T. Rowe Price Equity/Income Portfolio		2,351,119
263,137	Maxim T. Rowe Price MidCap Growth Portfolio		3,155,017
379,071	Maxim U.S. Government Mortgage Securities Portfolio		4,571,596
204,704	Putnam Equity Income Fund		2,349,997
614,215	Putnam High Yield Advantage Fund		3,064,932
198,298	Putnam Mid Cap Value Fund		1,584,401
TOTAL COMMON STOCK		$	48,066,566
(Cost $56,082,519)
FIXED INTEREST CONTRACT
Shares		Value ($)
12,856,841	*Great-West Life & Annuity Contract		13,663,859
TOTAL FIXED INTEREST CONTRACT		$	13,663,859
(Cost $12,856,841)
OTHER ASSETS AND LIABILITIES			(2,112	)
TOTAL MAXIM MODERATELY CONSERVATIVE PROFILE I PORTFOLIO		$	61,728,313

* Shares for the Great-West Life & Annuity Contract represent amount contributed.

See Notes to Financial Statements.                                                                                                                      (Continued)

SHAREHOLDER EXPENSE EXAMPLES
Maxim Aggressive Profile I 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 (December 31, 2008 to June 30, 2009).
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*
	(12/31/2008)		(06/30/09)		(12/31/08-06/30/09)
Actual	$	1,000.00	$	1,073.35	$	1.29
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,023.55	$	1.25
*Expenses are equal to the Portfolio's annualized expense ratio of 0.25%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

Maxim Moderately Aggressive Profile I 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 (December 31, 2008 to June 30, 2009).
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*
	(12/31/2008)		(06/30/09)		(12/31/08-06/30/09)
Actual	$	1,000.00	$	1,075.36	$	1.29
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,023.55	$	1.25
*Expenses are equal to the Portfolio's annualized expense ratio of 0.25%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

Maxim Moderate Profile I 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 (December 31, 2008 to June 30, 2009).
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*
	(12/31/2008)		(06/30/09)		(12/31/08-06/30/09)
Actual	$	1,000.00	$	1,068.39	$	1.28
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,023.55	$	1.25
*Expenses are equal to the Portfolio's annualized expense ratio of 0.25%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

Maxim Moderately Conservative Profile I 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 (December 31, 2008 to June 30, 2009).
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*
	(12/31/2008)		(06/30/09)		(12/31/08-06/30/09)
Actual	$	1,000.00	$	1,071.37	$	1.28
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,023.55	$	1.25
*Expenses are equal to the Portfolio's annualized expense ratio of 0.25%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

Maxim Conservative Profile I 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 (December 31, 2008 to June 30, 2009).
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*
	(12/31/2008)		(06/30/09)		(12/31/08-06/30/09)
Actual	$	1,000.00	$	1,077.45	$	1.29
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,023.55	$	1.25
*Expenses are equal to the Portfolio's annualized expense ratio of 0.25%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

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 Form N-Q is 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 (866) 831-7129, 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 (866) 831-7129, and on the Securities and Exchange Commission’s website at http://www.sec.gov.

Investment Advisory Agreement Approval

The Board of Directors (the "Board") of the Fund, including the Directors who are not interested persons of the Fund (the "Independent Directors"), at a meeting held on April 23, 2009 (the "Meeting"), approved the continuation of (i) the investment advisory agreement (the "Advisory Agreement") between the Fund and GW Capital Management, LLC, doing business as Maxim Capital Management, LLC ("MCM"), and (ii) the investment sub-advisory agreements (the "Sub-Advisory Agreements") between the Fund, MCM and each of the following Sub-Advisers:

Sub-Adviser	Portfolio
AllianceBernstein L.P.	Maxim Bernstein International Equity Portfolio
Ariel Investments, LLC	Maxim Ariel Small-Cap Value Portfolio Maxim Ariel MidCap Value Portfolio
Federated Investment Management Company	Maxim Federated Bond Portfolio
Goldman Sachs Asset Management, L.P.	Maxim MidCap Value Portfolio
Invesco Global Asset Management (N.A.), Inc.	Maxim Invesco ADR Portfolio
Invesco Institutional (N.A.), Inc.	Maxim Small-Cap Value Portfolio
Franklin Advisers, Inc.	Maxim Global Bond Portfolio
Janus Capital Management LLC	Maxim Janus Large Cap Growth Portfolio
Loomis, Sayles & Company, L.P.	Maxim Loomis Sayles Bond Portfolio Maxim Loomis Sayles Small-Cap Value Portfolio
Massachusetts Financial Services Company	Maxim MFS International Growth Portfolio
Mellon Capital Management Corporation	Maxim Index 600 Portfolio Maxim Stock Index Portfolio Maxim S&P 500 Index® Portfolio
Silvant Capital Management LLC	Maxim Small-Cap Growth Portfolio
T. Rowe Price Associates, Inc.	Maxim T. Rowe Price MidCap Growth Portfolio Maxim T. Rowe Price Equity/Income Portfolio
Western Asset Management Company	Maxim High Yield Bond Portfolio

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

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

On March 17, 2009, the Independent Directors met separately with independent legal counsel in advance of the Meeting to evaluate information furnished by MCM and the Sub-Advisers in connection with the proposed continuation of the Advisory Agreement and Sub-Advisory Agreements (collectively, the "Agreements").  The Independent Directors also considered additional information provided in response to their requests made following the March meeting.

In approving the continuation of the Agreements, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Agreements.  The Board noted that performance information is provided to the Board on an ongoing basis at regular Board meetings held throughout the year.  In their deliberations, the Board did not identify any single factor as being determinative. Rather, the Board's approvals were based on each Director's business judgment after consideration of the information as a whole.  Individual Directors may have weighted certain factors differently and assigned varying degrees of materiality to information considered by the Board.

Based upon its review of the Agreements and the information provided to it, the Board concluded that the Agreements were fair and reasonable in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment.  The principal factors and conclusions that formed the basis for the Directors' determinations to approve the continuation of the Agreements are discussed below.

Nature, Extent and Quality of Services

The Board considered the nature, extent and quality of services provided and to be provided to the Portfolios by MCM and the Sub-Advisers.  Among other things, the Board considered each adviser's personnel, experience, resources and performance track record, its ability to provide or obtain such services as may be necessary in managing, acquiring and disposing of investments on behalf of the Portfolios, and its ability to provide research and obtain and evaluate the economic, statistical and financial data relevant to the investment policies of the Portfolios.  The Board also considered each adviser's reputation for management of its investment strategies, its overall financial condition, technical resources, operational capabilities, and compliance policies and procedures, as well as the adviser's practices regarding the selection and compensation of brokers and dealers for the execution of portfolio transactions and the procedures it uses for obtaining best execution of portfolio transactions.  Consideration also was given to the fact that the Board meets with representatives of the advisers at regular Board meetings held throughout the year to discuss portfolio management strategies and performance. Additionally, the quality of each adviser’s communications with the Board, as well as the adviser’s responsiveness to the Board, was taken into account.  The Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Portfolios by MCM and the Sub-Advisers.

Investment Performance

The Board considered the investment performance of each Portfolio.  The Board reviewed performance information for each Portfolio as compared against various benchmarks and the performance of similar funds.  For Portfolios other than the Index Portfolios, this information included, to the extent applicable, annualized returns for the one-, three-, five-, and ten-year periods ended December 31, 2008, calendar year returns for the five-year period ended December 31, 2008, and risk-adjusted performance measures.  In addition, for Portfolios other than the Index Portfolios and the Profile Portfolios (for which Morningstar performance information is not provided), this information also included the Portfolios' Morningstar category and overall ratings and a rolling quarterly analysis of long-term performance relative to the applicable Morningstar category.  The Board also considered the composition of each Portfolio's "peer" group of funds, as determined by MCM based on funds of similar size and investment style from within, to the extent applicable, the Portfolio's Morningstar category.  In evaluating the performance of each Portfolio, the Board noted how the Portfolio performed relative to the short- and long-term returns of the applicable benchmarks and peer groups.

For Portfolios other than the Index Portfolios and Profile Portfolios, the Board assessed performance based principally on the long-term rolling quarterly analysis for each Portfolio in which each quarter's performance is, in turn, based on a composite of the Portfolio's 3-, 5- and 10-year annualized returns, 3- and 5-year risk-adjusted performance, and Morningstar rating.  For purposes of its annual review of advisory contracts, the Board generally considered a Portfolio to have performed satisfactorily unless the Portfolio has had a history of persistent underperformance based on the Portfolio's long-term rolling analysis.  In this regard, the Board noted that the Maxim Ariel Small-Cap Value Portfolio, Maxim Ariel MidCap Value Portfolio, Maxim Bernstein International Equity Portfolio, Maxim High Yield Bond Portfolio, and Maxim Small-Cap Growth Portfolio fell below the Portfolio quantitative benchmark for long-term performance.  With regard to the Ariel Portfolios, the Board considered the factors attributing to the Portfolios' performance, the current market for the Portfolios' shares, and the Portfolios’ position in the Fund's overall Portfolio lineup, and concluded that, despite the Portfolios' underperformance, there is a market for the Portfolios' shares.  With regard to the Maxim Bernstein International Equity Portfolio, the Board was advised that MCM was in the process of recommending a replacement sub-adviser.  Regarding the Maxim High Yield Bond Portfolio, the Board noted that they had previously authorized MCM to take steps to replace the Portfolio’s sub-adviser and that it would be necessary to continue the sub-advisory agreement with the current sub-adviser until the sub-advisory agreement with the new sub-adviser became effective.  Finally, with regard to the Maxim Small-Cap Growth Portfolio, the Board considered the factors attributing to the Portfolio's performance, recent changes in the management of the Sub-Adviser, and the fact that the Portfolio had performed as well as or better than its Morningstar category over the most recent two calendar years, and concluded that it was satisfied with the current performance of the Portfolio.  As to the remaining Portfolios (other than the Index Portfolios and the Profile Portfolios), the Board determined that it was satisfied with investment performance.

The Board also reviewed the performance of each Index Portfolio as compared against the performance of the index or composite index the Portfolio is designed to track and the performance of the Profile Portfolios as compared against the performance of similarly managed funds, and concluded that it was satisfied with the investment performance of the Index Portfolios and the Profile Portfolios.

Costs and Profitability

The Board considered the costs of services provided and profits estimated to have been realized by MCM and the Sub-Advisers from their relationships with the Portfolios.  With respect to the costs of services, the Board considered the structure and the level of the applicable investment management fees and other expenses payable by the Portfolios, as well as the structure and level of the applicable sub-advisory fees payable by MCM to the Sub-Advisers.  In evaluating the applicable management and sub-advisory fees, the Board considered the fees payable by and the total expense ratios of similar funds managed by other investment advisers, as determined by MCM based on each Portfolio's Morningstar category, to the extent applicable.  With the exception of the Index and Profile Portfolios (for which comparable information from Morningstar was not available), the Board also considered each Portfolio's total expense ratio in comparison to the median expense ratio for all funds within the same Morningstar fund category as the Portfolio.  Based on the information provided, the Board noted that the Portfolios' management fees were within the range of fees paid by similar funds, although some of the fees were at the higher end of the range.  The Board also noted that the total annual operating expense ratios of the Portfolios (other than the Index and Profile Portfolios) were within the range of annual expense ratios of similar funds, and that the Portfolios' expense ratios were generally near or lower than the median expense ratio for the applicable Morningstar fund category, with the exception of the Maxim Global Bond Portfolio which, relative to the other Portfolios, had an expense ratio that was notably higher than the median expense ratio for its Morningstar category.  Additionally, the Board considered the fact that MCM charged higher advisory fees to certain internally managed Maxim Bond Portfolios than to certain similarly managed institutional bond portfolios, as well as the differences in the nature and extent of the services provided and the risks assumed by MCM in connection with those Maxim accounts and the similarly managed institutional accounts, as presented by MCM.  With respect to the Index and Profile Portfolios, the Board noted that the Portfolios' total expense ratios were within the range of those of similar funds, even though the expense ratio for the Maxim Bond Index Portfolio was at the higher end of the range.  With respect to the sub-advisory fees, it was noted that those fees are paid by MCM out of its management fees, and that the rates payable by MCM to the Sub-Advisers were the result of arms-length negotiations, since none of the Sub-Advisers is an affiliate of MCM.

The Board also considered the overall financial soundness of MCM and each Sub-Adviser and the profits estimated to have been realized by MCM and its affiliates and, to the extent practicable, by the Sub-Advisers.  The Board requested and reviewed the financial statements and profitability information from MCM and, to the extent such information was available, the Sub-Advisers.  In evaluating the information provided by MCM, the Board noted that there are limitations inherent in allocating costs and calculating profitability for an organization such as MCM, and that it is difficult to make comparisons of profitability between advisers because comparative information is generally not publicly available and is affected by numerous factors, including the adviser's organization, capital structure and cost of capital, the types of funds it manages, its mix of business, and the adviser's assumptions regarding allocations of revenue and expenses.  Based on the information provided, the Board concluded that the costs of the services provided and the profits estimated to have been realized by MCM and, if applicable, the Sub-Advisers were reasonable in relation to the nature, extent and quality of the services provided.

Economies of Scale

The Board considered the extent to which economies of scale may be realized as the Portfolios grow and whether current fee levels reflect these economies of scale for the benefit of investors.  In evaluating economies of scale, the Board considered, among other things, the current level of management and sub-advisory fees payable by the Portfolios and MCM, respectively, comparative fee information, the profitability and financial condition of MCM, and the current level of Portfolio assets.  The Board also noted that most of the Portfolios had experienced a significant reduction in assets under management due primarily to the general market declines stemming from the economic crisis and other adverse market developments in 2008.  Based on the information provided, the Board concluded that the Portfolios generally were not of sufficient size to identify economies of scale.

Other Factors

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

ITEM 2.	CODE OF ETHICS.
	Not required in filing.
ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT.
	Not required in filing.
ITEM 4.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.
	Not required in filing.
ITEM 5.	AUDIT COMMITTEE OF LISTED REGISTRANTS.
	Not required in filing.
ITEM 6.	SCHEDULE OF INVESTMENTS.
	The schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7.	DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
	Not applicable.
ITEM 8.	PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
	Not applicable.
ITEM 9.	PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
	Not applicable.
ITEM 10.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
ITEM 11.	CONTROLS AND PROCEDURES.
	(a)The registrant's principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the commission's rules and forms and that such material information is accumulated and communicated to the registrant's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.
	(b)The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12.	EXHIBITS.
	(a)(1) Not required in filing.
	(2) A separate certification for each principal executive and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAXIM SERIES FUND, INC.
By:	/s/ M.T.G. Graye
	M.T.G. Graye
	President
Date:	August 25, 2009

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/ M.T.G. Graye
	M.T.G. Graye
	President
Date:	August 25, 2009

By:	/s/ M.C. Maiers
	M.C. Maiers
	Treasurer & Investment Compliance Officer
Date:	August 25, 2009