ncsr.htm

N-CSR 1 ncsr.htm ncsr.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)

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: December 31, 2009

ITEM 1. REPORTS TO STOCKHOLDERS

MAXIM SERIES FUND, INC.

Maxim Lifetime Asset Allocation Portfolios (Classes T and T1)

Annual Report

December 31, 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 shares of the Portfolio. Such offering is made only by the prospectus of the Portfolio, which include details as to offering price and other information.

Maxim Lifetime 2015 Portfolio I

Management Discussion

The Maxim Lifetime 2015 Portfolio I (T shares) posted a 18.37% return from its inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 16.39% for its benchmark, the Morningstar Lifetime Conservative 2015 Index. The 1.98% outperformance over this period was primarily driven by the Portfolio’s equity exposure compared to its benchmark as well as exposure to several underlying funds that performed well in 2009 including the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio. Somewhat offsetting these positive returns were the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio.

Growth of $10,000

This graph compares the value of a hypothetical $10,000 investment in the Portfolio over the past 10 fiscal year periods or since inception (for funds lacking 10-year records) with the performance of the Portfolio’s benchmark index. Results include the reinvestment of all dividends and capital gains distributions. Past performance is no guarantee of future results. The graph does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Performance does not include any fees or expenses of variable insurance contracts, individual retirement accounts (“IRA(s)”), qualified retirement plans or college savings programs. If such fees and expenses were included, returns would be lower.

Year	Portfolio	Morningstar Lifetime Conservative 2015 Index
	10,000.00	10,000.00
2009*	11,837.00	11,639.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure. See returns table below.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	18.37%
Class T1	18.37%

Results include the reinvestment of all dividends and capital gains distributions. Past performance is no guarantee of future results. The table does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs. If such fees and expenses were included, returns would be lower.

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	51.62%
International Equity	11.08%
Large Cap Equity	17.40%
Mid Cap Equity	7.40%
Small Cap Equity	5.04%
Cash and Cash Equivalents	2.87%
Short-Term Bond	4.59%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,133.85	$ 0.65

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,133.85	$ 1.18

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2015 Portfolio II

Management Discussion

The Maxim Lifetime 2015 Portfolio II (T shares) posted a 20.48% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were slightly higher.) This return compares to the return over the same period of time of 21.71% for its benchmark, the Morningstar Lifetime Moderate 2015 Index. The 1.23% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Moderate 2015 Index
	10,000.00	10,000.00
2009*	12,048.00	12,171.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure. See returns table below.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	20.48%
Class T1	20.53%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	42.01%
International Equity	14.02%
Large Cap Equity	22.09%
Mid Cap Equity	9.49%
Small Cap Equity	6.42%
Cash and Cash Equivalents	2.29%
Short-Term Bond	3.68%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,149.52	$ 0.65

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,150.00	$ 1.19

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2015 Portfolio III

Management Discussion

The Maxim Lifetime 2015 Portfolio III (T shares) posted a 23.07% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 26.75% for its benchmark, the Morningstar Lifetime Aggressive 2015 Index. The 3.68% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Aggressive 2015 Index
	10,000.00	10,000.00
2009*	12,307.00	12,675.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure. See returns table below.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	23.07%
Class T1	23.07%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	31.12%
International Equity	17.38%
Large Cap Equity	27.41%
Mid Cap Equity	11.77%
Small Cap Equity	7.84%
Cash and Cash Equivalents	1.70%
Short-Term Bond	2.78%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,169.78	$ 0.66

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,169.67	$ 1.20

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2025 Portfolio I

Management Discussion

The Maxim Lifetime 2025 Portfolio I (T shares) posted returned a 22.15% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 21.89% for its benchmark, the Morningstar Lifetime Conservative 2025 Index. The .26% outperformance over this period was primarily driven by the Portfolio’s equity exposure compared to its benchmark as well as exposure to several underlying funds that performed well in 2009 including the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio. Somewhat offsetting these positive returns were the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Conservative 2025 Index
	10,000.00	10,000.00
2009*	12,215.00	12,189.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure. See returns table below.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	22.15%
Class T1	22.15%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	39.18%
International Equity	17.53%
Large Cap Equity	22.52%
Mid Cap Equity	9.68%
Small Cap Equity	8.09%
Cash and Cash Equivalents	1.13%
Short-Term Bond	1.87%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,163.19	$ 0.65

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,163.19	$ 1.20

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2025 Portfolio II

Management Discussion

The Maxim Lifetime 2025 Portfolio II (T shares) posted a 25.14% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were slightly lower, reflecting its higher fee structure.) This return compares to the return over the same period of time of 27.92% for its benchmark, the Morningstar Lifetime Moderate 2025 Index. The 2.78% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Moderate 2025 Index
	10,000.00	10,000.00
2009*	12,504.00	12,792.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure. See returns table below.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	25.14%
Class T1	25.04%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	25.45%
International Equity	21.99%
Large Cap Equity	28.33%
Mid Cap Equity	12.08%
Small Cap Equity	10.17%
Cash and Cash Equivalents	0.79%
Short-Term Bond	1.19%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,186.48	$ 0.66

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,185.57	$ 1.21

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2025 Portfolio III

Management Discussion

The Maxim Lifetime 2025 Portfolio III (T shares) posted a 27.63% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 31.63% for its benchmark, the Morningstar Lifetime Aggressive 2025 Index. The 4.00% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Aggressive 2025 Index
	10,000.00	10,000.00
2009*	12,763.00	13,163.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure. See returns table below.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	27.63%
Class T1	27.63%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	14.07%
International Equity	25.73%
Large Cap Equity	33.14%
Mid Cap Equity	14.14%
Small Cap Equity	11.91%
Cash and Cash Equivalents	0.32%
Short-Term Bond	0.69%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,204.56	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,204.56	$ 1.22

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2035 Portfolio I

Management Discussion

The Maxim Lifetime 2035 Portfolio I (T shares) posted a 26.50% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were slightly lower, reflecting its higher fee structure.) This return compares to the return over the same period of time of 27.98% for its benchmark, the Morningstar Lifetime Conservative 2035 Index. The 1.48% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Conservative 2035 Index
	10,000.00	10,000.00
2009*	12,650.00	12,798.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure. See returns table below.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	26.50%
Class T1	26.40%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	22.01%
International Equity	26.07%
Large Cap Equity	27.47%
Mid Cap Equity	11.85%
Small Cap Equity	12.09%
Cash and Cash Equivalents	0.21%
Short-Term Bond	0.30%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,196.26	$ 0.66

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,195.34	$ 1.22

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2035 Portfolio II

Management Discussion

The Maxim Lifetime 2035 Portfolio II (T shares) posted a 28.19% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 31.80% for its benchmark, the Morningstar Lifetime Moderate 2035 Index. The 3.61% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Moderate 2035 Index
	10,000.00	10,000.00
2009*	12,819.00	13,180.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	28.19%
Class T1	28.19%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	11.30%
International Equity	29.84%
Large Cap Equity	31.43%
Mid Cap Equity	13.43%
Small Cap Equity	13.69%
Cash and Cash Equivalents	0.11%
Short-Term Bond	0.20%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,212.08	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,211.96	$ 1.23

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2035 Portfolio III

Management Discussion

The Maxim Lifetime 2035 Portfolio III (T shares) posted a 29.81% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 33.41% for its benchmark, the Morningstar Lifetime Aggressive 2035 Index. The 3.60% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Aggressive 2035 Index
	10,000.00	10,000.00
2009*	12,981.00	13,341.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	29.81%
Class T1	29.81%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	5.76%
International Equity	31.66%
Large Cap Equity	33.36%
Mid Cap Equity	14.32%
Small Cap Equity	14.60%
Cash and Cash Equivalents	0.10%
Short-Term Bond	0.20%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,220.43	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,220.43	$ 1.23

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2045 Portfolio I

Management Discussion

The Maxim Lifetime 2045 Portfolio I (T shares) posted a 28.18% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were slightly lower, reflecting its higher fee structure.) This return compares to the return over the same period of time of 30.45% for its benchmark, the Morningstar Lifetime Conservative 2045 Index. The 2.27% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Conservative 2045 Index
	10,000.00	10,000.00
2009*	12,818.00	13,045.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	28.18%
Class T1	28.07%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	15.90%
International Equity	31.12%
Large Cap Equity	27.17%
Mid Cap Equity	11.64%
Small Cap Equity	14.17%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,207.39	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,206.47	$ 1.22

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2045 Portfolio II

Management Discussion

The Maxim Lifetime 2045 Portfolio II (T shares) posted a 29.61% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were slightly lower, reflecting its higher fee structure.) This return compares to the return over the same period of time of 32.96% for its benchmark, the Morningstar Lifetime Moderate 2045 Index. The 3.35% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Moderate 2045 Index
	10,000.00	10,000.00
2009*	12,961.00	13,296.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	29.61%
Class T1	29.51%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	8.31%
International Equity	33.97%
Large Cap Equity	29.56%
Mid Cap Equity	12.68%
Small Cap Equity	15.48%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,218.56	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,217.63	$ 1.23

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2045 Portfolio III

Management Discussion

The Maxim Lifetime 2045 Portfolio III (T shares) posted a 30.28% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 34.15% for its benchmark, the Morningstar Lifetime Aggressive 2045 Index. The 3.87% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Aggressive 2045 Index
	10,000.00	10,000.00
2009*	13,028.00	13,415.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	30.28%
Class T1	30.28%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	4.95%
International Equity	35.15%
Large Cap Equity	30.68%
Mid Cap Equity	13.12%
Small Cap Equity	16.10%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,222.94	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,222.94	$ 1.23

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2055 Portfolio I

Management Discussion

The Maxim Lifetime 2055 Portfolio I (T shares) posted a 28.44% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 31.35% for its benchmark, the Morningstar Lifetime Conservative 2055 Index. The 2.91% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Conservative 2055 Index
	10,000.00	10,000.00
2009*	12,844.00	13,135.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	28.44%
Class T1	28.44%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	14.90%
International Equity	34.35%
Large Cap Equity	24.79%
Mid Cap Equity	10.66%
Small Cap Equity	15.30%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,207.93	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,207.93	$ 1.22

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2055 Portfolio II

Management Discussion

The Maxim Lifetime 2055 Portfolio II (T shares) posted a 30.01% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were slightly lower, reflecting its higher fee structure.) This return compares to the return over the same period of time of 33.65% for its benchmark, the Morningstar Lifetime Moderate 2055 Index. The 3.64% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Moderate 2055 Index
	10,000.00	10,000.00
2009*	13,001.00	13,365.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	30.01%
Class T1	29.81%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	7.93%
International Equity	37.14%
Large Cap Equity	26.88%
Mid Cap Equity	11.50%
Small Cap Equity	16.55%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,220.23	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,218.25	$ 1.23

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Maxim Lifetime 2055 Portfolio III

Management Discussion

The Maxim Lifetime 2055 Portfolio III (T shares) posted a 30.55% return from inception on May 1, 2009 to the end of 2009. (Results for the T1 shares were the same.) This return compares to the return over the same period of time of 34.80% for its benchmark, the Morningstar Lifetime Aggressive 2055 Index. The 4.25% underperformance was driven primarily by the Portfolio’s equity exposure compared to its benchmark as well as the relative performance of the Van Kampen Small Cap Growth Fund A and the Maxim Bond Index Portfolio. Somewhat offsetting the underperformance was the Portfolio’s exposure to the Harbor International Fund Inv, the Maxim MFS International Growth Portfolio, and the Maxim Putnam High Yield Bond Portfolio.

Growth of $10,000

Year	Portfolio	Morningstar Lifetime Aggressive 2055 Index
	10,000.00	10,000.00
2009*	13,055.00	13,480.00

*Since inception on May 1, 2009.

Note: Performance for the T1 Class shares may vary due to its differing fee structure.

Average Annual Total Returns for the Periods Ended December 31, 2009

	Since Inception (5/1/09)
Class T	30.55%
Class T1	30.55%

Summary of Investments by Asset Class as of December 31, 2009

Asset Class	% of Portfolio Investments
Bond	4.94%
International Equity	38.31%
Large Cap Equity	27.76%
Mid Cap Equity	11.92%
Small Cap Equity	17.07%
Total	100.00%

Shareholder Expense Example

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, 2009 to December 31, 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*
	(6/30/2009)	(12/31/2009)	(6/30/09-12/31/09)
T Class
Actual	$ 1,000.00	$ 1,223.32	$ 0.67

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.60	$ 0.61

T1 Class
Actual	$ 1,000.00	$ 1,223.32	$ 1.23

Hypothetical
(5% return before expenses)	$ 1,000.00	$ 1,024.10	$ 1.12

*Expenses are equal to the Portfolio's annualized expense ratio of 0.12% for the T Class and 0.22% for the T1 Class, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

MAXIM SERIES FUND, INC.

Financial Reports for the Period Ended December 31, 2009

Maxim Lifetime 2015 I, Maxim Lifetime 2015 II, Maxim Lifetime 2015 III, Maxim Lifetime 2025 I, Maxim Lifetime 2025 II, Maxim

Lifetime 2025 III, Maxim Lifetime 2035 I, Maxim Lifetime 2035 II, Maxim Lifetime 2035 III, Maxim Lifetime 2045 I, Maxim Lifetime 2045

II, Maxim Lifetime 2045 III, Maxim Lifetime 2055 I, Maxim Lifetime 2055 II, and Maxim Lifetime 2055 III Portfolios

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Maxim Lifetime 2015 I Portfolio, Maxim Lifetime 2015 II Portfolio, Maxim Lifetime 2015 III Portfolio, Maxim Lifetime 2025 I Portfolio, Maxim Lifetime 2025 II Portfolio, Maxim Lifetime 2025 III Portfolio, Maxim Lifetime 2035 I Portfolio, Maxim Lifetime 2035 II Portfolio, Maxim Lifetime 2035 III Portfolio, Maxim Lifetime 2045 I Portfolio, Maxim Lifetime 2045 II Portfolio, Maxim Lifetime 2045 III Portfolio, Maxim Lifetime 2055 I Portfolio, Maxim Lifetime 2055 II Portfolio, and Maxim Lifetime 2055 III Portfolio of the Maxim Series Fund, Inc. (each a “Portfolio,” collectively the “Fund”) as of December 31, 2009, and the related statements of operations, the statements of changes in net assets, and the financial highlights for the period from May 1, 2009 (inception) to December 31, 2009. 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 audits included 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 Fund's 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, 2009, by correspondence with the transfer agent. 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 respective financial positions of Maxim Lifetime 2015 I Portfolio, Maxim Lifetime 2015 II Portfolio, Maxim Lifetime 2015 III Portfolio, Maxim Lifetime 2025 I Portfolio, Maxim Lifetime 2025 II Portfolio, Maxim Lifetime 2025 III Portfolio, Maxim Lifetime 2035 I Portfolio, Maxim Lifetime 2035 II Portfolio, Maxim Lifetime 2035 III Portfolio, Maxim Lifetime 2045 I Portfolio, Maxim Lifetime 2045 II Portfolio, Maxim Lifetime 2045 III Portfolio, Maxim Lifetime 2055 I Portfolio, Maxim Lifetime 2055 II Portfolio, and Maxim Lifetime 2055 III Portfolio of the Maxim Series Fund, Inc. as of December 31, 2009, the results of their operations, the changes in their net assets, and the financial highlights for the period from May 1, 2009 (inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

February 25, 2010

MAXIM SERIES FUND, INC.

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2015		2015		2015
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III

ASSETS:
	Investments at market value, affiliated (1)	$	8,903,512	$	13,809,394	$	941,984
	Investments at market value, unaffiliated (2)		5,263,877		8,557,238		613,258
	Dividends and interest receivable		11,397		14,335		770

	Total assets		14,178,786		22,380,967		1,556,012

LIABILITIES:
	Fees payable		1,879		2,861		290
	Payable for investments purchased		5,895		7,391		387

	Total liabilities		7,774		10,252		677

NET ASSETS		$	14,171,012	$	22,370,715	$	1,555,335

NET ASSETS REPRESENTED BY:
	Capital stock, $.10 par value	$	121,754	$	188,574	$	12,826
	Additional paid-in capital		13,980,527		21,822,632		1,495,070
	Net unrealized appreciation on investments		30,255		138,341		33,643
	Undistributed net investment income		10,041		12,779		659
	Accumulated net realized gain on investments		28,435		208,389		13,137

NET ASSETS
	Class T	$	3,624,783	$	3,352,675	$	19,872
	Class T1	$	10,546,229	$	19,018,040	$	1,535,463

NET ASSET VALUE PER OUTSTANDING SHARE
(Offering and Redemption Price)
	Class T	$	11.64	$	11.86	$	12.13
	Class T1	$	11.64	$	11.86	$	12.13

SHARES OF CAPITAL STOCK:
	Authorized
	Class T		45,000,000		45,000,000		45,000,000
	Class T1		45,000,000		45,000,000		45,000,000
	Outstanding
	Class T		311,441		282,609		1,638
	Class T1		906,099		1,603,132		126,626

(1) Cost of investments, affiliated		$	8,899,740	$	13,754,575	$	922,782
(2) Cost of investments, unaffiliated			5,237,394		8,473,716		598,817

See notes to financial statements.

							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2025		2025		2025
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III

ASSETS:
	Investments at market value, affiliated (1)	$	10,390,398	$	28,312,091	$	1,293,622
	Investments at market value, unaffiliated (2)		5,937,633		17,886,357		887,838
	Dividends and interest receivable		11,703		21,044		579

	Total assets		16,339,734		46,219,492		2,182,039

LIABILITIES:
	Fees payable		2,055		4,865		382
	Payable for investments purchased		6,305		11,622		307

	Total liabilities		8,360		16,487		689

NET ASSETS		$	16,331,374	$	46,203,005	$	2,181,350

NET ASSETS REPRESENTED BY:
	Capital stock, $.10 par value	$	135,776	$	374,282	$	17,298
	Additional paid-in capital		16,004,854		45,271,732		2,083,977
	Net unrealized appreciation on investments		149,307		401,227		62,533
	Undistributed net investment income		10,255		18,842		497
	Accumulated net realized gain on investments		31,182		136,922		17,045
			0		0		0
NET ASSETS
	Class T	$	5,517,058	$	20,099,685	$	165,566
	Class T1	$	10,814,316	$	26,103,320	$	2,015,784

NET ASSET VALUE PER OUTSTANDING SHARE
(Offering and Redemption Price)
	Class T	$	12.03	$	12.35	$	12.61
	Class T1	$	12.03	$	12.34	$	12.61

SHARES OF CAPITAL STOCK:
	Authorized
	Class T		45,000,000		45,000,000		45,000,000
	Class T1		45,000,000		45,000,000		45,000,000
	Outstanding
	Class T		458,588		1,628,163		13,126
	Class T1		899,172		2,114,656		159,851

(1) Cost of investments, affiliated		$	10,320,696	$	28,137,401	$	1,257,623
(2) Cost of investments, unaffiliated			5,858,028		17,659,820		861,304

See notes to financial statements.

							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2035		2035		2035
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III

ASSETS:
	Investments at market value, affiliated (1)	$	5,949,920	$	17,299,048	$	714,028
	Investments at market value, unaffiliated (2)		3,713,930		11,920,902		517,856
	Dividends and interest receivable		4,400		6,696		155

	Total assets		9,668,250		29,226,646		1,232,039

LIABILITIES:
	Fees payable		1,289		3,462		217
	Payable for investments purchased		2,464		3,795		83

	Total liabilities		3,753		7,257		300

NET ASSETS		$	9,664,497	$	29,219,389	$	1,231,739

NET ASSETS REPRESENTED BY:
	Capital stock, $.10 par value	$	77,436	$	229,731	$	9,592
	Additional paid-in capital		9,470,861		28,482,990		1,183,884
	Net unrealized appreciation on investments		88,541		404,313		29,448
	Undistributed net investment income		3,839		5,943		134
	Accumulated net realized gain on investments		23,820		96,412		8,681

NET ASSETS
	Class T	$	2,318,977	$	8,028,062	$	29,962
	Class T1	$	7,345,520	$	21,191,327	$	1,201,777

NET ASSET VALUE PER OUTSTANDING SHARE
(Offering and Redemption Price)
	Class T	$	12.49	$	12.72	$	12.84
	Class T1	$	12.48	$	12.72	$	12.84

SHARES OF CAPITAL STOCK:
	Authorized
	Class T		45,000,000		45,000,000		45,000,000
	Class T1		45,000,000		45,000,000		45,000,000
	Outstanding
	Class T		185,678		630,916		2,333
	Class T1		588,677		1,666,398		93,588

(1) Cost of investments, affiliated		$	5,906,996	$	17,095,258	$	696,747
(2) Cost of investments, unaffiliated			3,668,313		11,720,379		505,689

See notes to financial statements.

							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2045		2045		2045
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III

ASSETS:
	Investments at market value, affiliated (1)	$	2,701,480	$	7,899,851	$	147,164
	Investments at market value, unaffiliated (2)		1,784,151		5,610,156		107,842
	Dividends and interest receivable		1,608		2,549		30

	Total assets		4,487,239		13,512,556		255,036

LIABILITIES:
	Fees payable		465		1,345		42
	Payable for investments purchased		959		1,550		17

	Total liabilities		1,424		2,895		59

NET ASSETS		$	4,485,815	$	13,509,661	$	254,977

NET ASSETS REPRESENTED BY:
	Capital stock, $.10 par value	$	35,431	$	105,411	$	1,978
	Additional paid-in capital		4,398,619		13,270,142		238,740
	Net unrealized appreciation on investments		37,096		92,106		11,751
	Undistributed net investment income		1,432		2,262		27
	Accumulated net realized gain on investments		13,237		39,740		2,481

NET ASSETS
	Class T	$	1,880,705	$	7,237,609	$	25,952
	Class T1	$	2,605,110	$	6,272,052	$	229,025

NET ASSET VALUE PER OUTSTANDING SHARE
(Offering and Redemption Price)
	Class T	$	12.67	$	12.82	$	12.89
	Class T1	$	12.66	$	12.81	$	12.89

SHARES OF CAPITAL STOCK:
	Authorized
	Class T		45,000,000		45,000,000		45,000,000
	Class T1		45,000,000		45,000,000		45,000,000
	Outstanding
	Class T		148,483		564,527		2,013
	Class T1		205,827		489,579		17,770

(1) Cost of investments, affiliated		$	2,685,835	$	7,855,885	$	140,407
(2) Cost of investments, unaffiliated			1,762,700		5,562,016		102,848

See notes to financial statements.

							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2055		2055		2055
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III

ASSETS:
	Investments at market value, affiliated (1)	$	1,114,981	$	862,442	$	33,543
	Investments at market value, unaffiliated (2)		759,409		623,981		24,937
	Dividends and interest receivable		692		299		8

	Total assets		1,875,082		1,486,722		58,488

LIABILITIES:
	Fees payable		154		206		7
	Payable for investments purchased		441		185		5

	Total liabilities		595		391		12

NET ASSETS		$	1,874,487	$	1,486,331	$	58,476

NET ASSETS REPRESENTED BY:
	Capital stock, $.10 par value	$	14,744	$	11,574	$	453
	Additional paid-in capital		1,813,345		1,450,708		50,120
	Net unrealized appreciation on investments		37,594		19,210		7,537
	Undistributed net investment income		615		259		7
	Accumulated net realized gain on investments		8,189		4,580		359

NET ASSETS
	Class T	$	761,568	$	166,593	$	30,630
	Class T1	$	1,112,919	$	1,319,738	$	27,846

NET ASSET VALUE PER OUTSTANDING SHARE
(Offering and Redemption Price)
	Class T	$	12.71	$	12.86	$	12.91
	Class T1	$	12.71	$	12.84	$	12.91

SHARES OF CAPITAL STOCK:
	Authorized
	Class T		45,000,000		45,000,000		45,000,000
	Class T1		45,000,000		45,000,000		45,000,000
	Outstanding
	Class T		59,899		12,950		2,372
	Class T1		87,543		102,791		2,157

(1) Cost of investments, affiliated		$	1,094,953	$	852,169	$	29,342
(2) Cost of investments, unaffiliated			741,843		615,044		21,601

See notes to financial statements.

							(Concluded)

MAXIM SERIES FUND, INC.

STATEMENTS OF OPERATIONS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2015		2015		2015
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III
INVESTMENT INCOME:
	Dividends, affiliated	$	89,488	$	146,763	$	8,951
	Dividends, unaffiliated		53,511		77,974		5,705

	Total income		142,999		224,737		14,656

EXPENSES:
	Management fees		2,071		3,560		304
	Distribution fees - Class T1		1,230		2,553		246

	Total expenses		3,301		6,113		550

	Less amount waived by distributor		9		9		9

	Net expenses		3,292		6,104		541

NET INVESTMENT INCOME			139,707		218,633		14,115

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Net realized gain on investments, affiliated		8,827		103,397		6,997
	Net realized gain on investments, unaffiliated		8,290		86,993		4,990
	Capital gain distributions received		11,318		17,999		1,150
	Change in net unrealized appreciation on investments		30,255		138,341		33,643

	Net realized and unrealized gain on investments		58,690		346,730		46,780

NET INCREASE IN NET ASSETS RESULTING
	FROM OPERATIONS	$	198,397	$	565,363	$	60,895

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF OPERATIONS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2025		2025		2025
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III
INVESTMENT INCOME:
	Dividends, affiliated	$	100,336	$	263,539	$	11,398
	Dividends, unaffiliated		52,042		124,427		6,750

	Total income		152,378		387,966		18,148

EXPENSES:
	Management fees		2,901		5,669		418
	Distribution fees - Class T1		1,446		3,464		325

	Total expenses		4,347		9,133		743

	Less amount waived by distributor		9		10		10

	Net expenses		4,338		9,123		733

NET INVESTMENT INCOME			148,040		378,843		17,415

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Net realized gain on investments, affiliated		8,773		57,394		9,358
	Net realized gain on investments, unaffiliated		10,138		47,090		6,279
	Capital gain distributions received		12,271		32,438		1,408
	Change in net unrealized appreciation on investments		149,307		401,227		62,533

	Net realized and unrealized gain on investments		180,489		538,149		79,578

NET INCREASE IN NET ASSETS RESULTING
	FROM OPERATIONS	$	328,529	$	916,992	$	96,993

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF OPERATIONS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2035		2035		2035
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III
INVESTMENT INCOME:
	Dividends, affiliated	$	53,700	$	148,166	$	6,112
	Dividends, unaffiliated		26,104		73,319		3,775

	Total income		79,804		221,485		9,887

EXPENSES:
	Management fees		1,532		4,119		202
	Distribution fees - Class T1		965		2,969		157

	Total expenses		2,497		7,088		359

	Less amount waived by distributor		10		10		10

	Net expenses		2,487		7,078		349

NET INVESTMENT INCOME			77,317		214,407		9,538

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Net realized gain on investments, affiliated		9,863		44,815		4,515
	Net realized gain on investments, unaffiliated		7,665		34,742		3,482
	Capital gain distributions received		6,292		16,855		684
	Change in net unrealized appreciation on investments		88,541		404,313		29,448

	Net realized and unrealized gain on investments		112,361		500,725		38,129

NET INCREASE IN NET ASSETS RESULTING
	FROM OPERATIONS	$	189,678	$	715,132	$	47,667

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF OPERATIONS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2045		2045		2045
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III
INVESTMENT INCOME:
	Dividends, affiliated	$	25,056	$	69,472	$	1,333
	Dividends, unaffiliated		9,850		36,339		793

	Total income		34,906		105,811		2,126

EXPENSES:
	Management fees		613		1,367		57
	Distribution fees - Class T1		363		768		38

	Total expenses		976		2,135		95

	Less amount waived by distributor		10		10		10

	Net expenses		966		2,125		85

NET INVESTMENT INCOME			33,940		103,686		2,041

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Net realized gain on investments, affiliated		5,544		17,307		1,295
	Net realized gain on investments, unaffiliated		5,011		15,080		1,056
	Capital gain distributions received		2,682		7,353		130
	Change in net unrealized appreciation on investments		37,096		92,106		11,751

	Net realized and unrealized gain on investments		50,333		131,846		14,232

NET INCREASE IN NET ASSETS RESULTING
	FROM OPERATIONS	$	84,273	$	235,532	$	16,273

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF OPERATIONS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME		LIFETIME		LIFETIME
			2055		2055		2055
			PORTFOLIO I		PORTFOLIO II		PORTFOLIO III
INVESTMENT INCOME:
	Dividends, affiliated	$	8,394	$	7,818	$	387
	Dividends, unaffiliated		4,816		4,233		207

	Total income		13,210		12,051		594

EXPENSES:
	Management fees		281		221		27
	Distribution fees - Class T1		65		159		12

	Total expenses		346		380		39

	Less amount waived by distributor		10		10		10

	Net expenses		336		370		29

NET INVESTMENT INCOME			12,874		11,681		565

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Net realized gain on investments, affiliated		4,006		2,105		159
	Net realized gain on investments, unaffiliated		3,368		1,741		172
	Capital gain distributions received		815		734		28
	Change in net unrealized appreciation on investments		37,594		19,210		7,537

	Net realized and unrealized gain on investments		45,783		23,790		7,896

NET INCREASE IN NET ASSETS RESULTING
	FROM OPERATIONS	$	58,657	$	35,471	$	8,461

See notes to financial statements.							(Concluded)

MAXIM SERIES FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME 2015 PORTFOLIO I		LIFETIME 2015 PORTFOLIO II		LIFETIME 2015 PORTFOLIO III

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
	Net investment income	$	139,707	$	218,633	$	14,115
	Net realized gain on investments		17,117		190,390		11,987
	Capital gain distributions received		11,318		17,999		1,150
	Change in net unrealized appreciation on investments		30,255		138,341		33,643

	Net increase in net assets resulting from operations		198,397		565,363		60,895

DISTRIBUTIONS:
	From net investment income
	Class T		(33,107)		(31,392)		(249)
	Class T1		(96,559)		(174,462)		(13,207)

	Total distributions		(129,666)		(205,854)		(13,456)

SHARE TRANSACTIONS:
	Net proceeds from sales of shares
	Class T		3,681,527		3,923,655		16,933
	Class T1		11,593,919		25,959,927		1,724,549
	Reinvestment of distributions
	Class T		33,107		31,392		249
	Class T1		96,559		174,462		13,207
	Redemptions of shares
	Class T		(122,793)		(634,710)
	Class T1		(1,180,038)		(7,443,520)		(247,042)

	Net increase in net assets resulting from share transactions		14,102,281		22,011,206		1,507,896

	Total increase in net assets		14,171,012		22,370,715		1,555,335

NET ASSETS:
	Beginning of period		0		0		0

	End of period (1)	$	14,171,012	$	22,370,715	$	1,555,335

OTHER INFORMATION:

SHARES:
	Sold
	Class T		319,218		333,643		1,617
	Class T1		999,436		2,215,297		145,845
	Issued in reinvestment of distributions
	Class T		2,836		2,635		21
	Class T1		8,268		14,637		1,085
	Redeemed
	Class T		(10,612)		(53,669)
	Class T1		(101,606)		(626,802)		(20,304)

	Net increase		1,217,540		1,885,741		128,264

(1) Including undistributed net investment income		$	10,041	$	12,779	$	659

See notes to financial statements.



							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME 2025 PORTFOLIO I		LIFETIME 2025 PORTFOLIO II		LIFETIME 2025 PORTFOLIO III

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
	Net investment income	$	148,040	$	378,843	$	17,415
	Net realized gain on investments		18,911		104,484		15,637
	Capital gain distributions received		12,271		32,438		1,408
	Change in net unrealized appreciation on investments		149,307		401,227		62,533

	Net increase in net assets resulting from operations		328,529		916,992		96,993

DISTRIBUTIONS:
	From net investment income
	Class T		(46,641)		(156,665)		(1,333)
	Class T1		(91,144)		(203,336)		(15,585)

	Total distributions		(137,785)		(360,001)		(16,918)

SHARE TRANSACTIONS:
	Net proceeds from sales of shares
	Class T		5,827,074		20,565,979		208,765
	Class T1		12,219,949		28,429,518		2,437,865
	Reinvestment of distributions
	Class T		46,641		156,665		1,333
	Class T1		91,144		203,336		15,585
	Redemptions of shares
	Class T		(496,258)		(715,048)		(50,000)
	Class T1		(1,547,920)		(2,994,436)		(512,273)

	Net increase in net assets resulting from share transactions		16,140,630		45,646,014		2,101,275

	Total increase in net assets		16,331,374		46,203,005		2,181,350

NET ASSETS:
	Beginning of period		0		0		0

	End of period (1)	$	16,331,374	$	46,203,005	$	2,181,350

OTHER INFORMATION:

SHARES:
	Sold
	Class T		496,560		1,673,650		17,010
	Class T1		1,021,875		2,342,441		200,034
	Issued in reinvestment of distributions
	Class T		3,859		12,625		106
	Class T1		7,546		16,386		1,229
	Redeemed
	Class T		(41,831)		(58,112)		(3,990)
	Class T1		(130,249)		(244,171)		(41,412)

	Net increase		1,357,760		3,742,819		172,977

(1) Including undistributed net investment income		$	10,255	$	18,842	$	497

See notes to financial statements.



							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME 2035 PORTFOLIO I		LIFETIME 2035 PORTFOLIO II		LIFETIME 2035 PORTFOLIO III

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
	Net investment income	$	77,317	$	214,407	$	9,538
	Net realized gain on investments		17,528		79,557		7,997
	Capital gain distributions received		6,292		16,855		684
	Change in net unrealized appreciation on investments		88,541		404,313		29,448

	Net increase in net assets resulting from operations		189,678		715,132		47,667

DISTRIBUTIONS:
	From net investment income
	Class T		(17,670)		(57,542)		(272)
	Class T1		(55,808)		(150,922)		(9,132)

	Total distributions		(73,478)		(208,464)		(9,404)

SHARE TRANSACTIONS:
	Net proceeds from sales of shares
	Class T		2,337,034		8,062,276		26,025
	Class T1		7,602,906		23,056,008		1,217,110
	Reinvestment of distributions
	Class T		17,670		57,542		272
	Class T1		55,808		150,922		9,132
	Redemptions of shares
	Class T		(82,026)		(146,505)		(93)
	Class T1		(383,095)		(2,467,522)		(58,970)

	Net increase in net assets resulting from share transactions		9,548,297		28,712,721		1,193,476

	Total increase in net assets		9,664,497		29,219,389		1,231,739

NET ASSETS:
	Beginning of period		0		0		0

	End of period (1)	$	9,664,497	$	29,219,389	$	1,231,739

OTHER INFORMATION:

SHARES:
	Sold
	Class T		190,825		637,994		2,319
	Class T1		615,373		1,856,591		97,520
	Issued in reinvestment of distributions
	Class T		1,408		4,496		22
	Class T1		4,448		11,788		707
	Redeemed
	Class T		(6,555)		(11,574)		(7)
	Class T1		(31,144)		(201,981)		(4,640)

	Net increase		774,355		2,297,314		95,921

(1) Including undistributed net investment income		$	3,839	$	5,943	$	134

See notes to financial statements.



							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM		MAXIM		MAXIM
			LIFETIME 2045 PORTFOLIO I		LIFETIME 2045 PORTFOLIO II		LIFETIME 2045 PORTFOLIO III

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
	Net investment income	$	33,940	$	103,686	$	2,041
	Net realized gain on investments		10,555		32,387		2,351
	Capital gain distributions received		2,682		7,353		130
	Change in net unrealized appreciation on investments		37,096		92,106		11,751

	Net increase in net assets resulting from operations		84,273		235,532		16,273

DISTRIBUTIONS:
	From net investment income
	Class T		(13,683)		(54,291)		(238)
	Class T1		(18,825)		(47,133)		(1,776)

	Total distributions		(32,508)		(101,424)		(2,014)

SHARE TRANSACTIONS:
	Net proceeds from sales of shares
	Class T		1,881,216		7,215,767		21,990
	Class T1		2,889,025		7,097,433		224,470
	Reinvestment of distributions
	Class T		13,683		54,291		238
	Class T1		18,825		47,133		1,776
	Redemptions of shares
	Class T		(28,515)		(81,053)
	Class T1		(340,184)		(958,018)		(7,756)

	Net increase in net assets resulting from share transactions		4,434,050		13,375,553		240,718

	Total increase in net assets		4,485,815		13,509,661		254,977

NET ASSETS:
	Beginning of period		0		0		0

	End of period (1)	$	4,485,815	$	13,509,661	$	254,977

OTHER INFORMATION:

SHARES:
	Sold
	Class T		149,676		566,680		1,994
	Class T1		231,852		561,838		18,248
	Issued in reinvestment of distributions
	Class T		1,075		4,210		19
	Class T1		1,480		3,658		138
	Redeemed
	Class T		(2,269)		(6,363)
	Class T1		(27,504)		(75,917)		(616)

	Net increase		354,310		1,054,106		19,783

(1) Including undistributed net investment income		$	1,432	$	2,262	$	27

See notes to financial statements.



							(Continued)

MAXIM SERIES FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS
PERIOD FROM MAY 1, 2009 (INCEPTION) TO DECEMBER 31, 2009

			MAXIM	MAXIM			MAXIM
			LIFETIME 2055 PORTFOLIO I		LIFETIME 2055 PORTFOLIO II		LIFETIME 2055 PORTFOLIO III

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
	Net investment income	$	12,874	$	11,681	$	565
	Net realized gain on investments		7,374		3,846		331
	Capital gain distributions received		815		734		28
	Change in net unrealized appreciation on investments		37,594		19,210		7,537

	Net increase in net assets resulting from operations		58,657		35,471		8,461

DISTRIBUTIONS:
	From net investment income
	Class T		(4,995)		(1,283)		(290)
	Class T1		(7,264)		(10,139)		(268)

	Total distributions		(12,259)		(11,422)		(558)

SHARE TRANSACTIONS:
	Net proceeds from sales of shares
	Class T		781,596		169,502		26,460
	Class T1		1,108,593		1,319,285		23,555
	Reinvestment of distributions
	Class T		4,995		1,283		290
	Class T1		7,264		10,139		268
	Redemptions of shares
	Class T		(68,913)		(9,679)
	Class T1		(5,446)		(28,248)

	Net increase in net assets resulting from share transactions		1,828,089		1,462,282		50,573

	Total increase in net assets		1,874,487		1,486,331		58,476

NET ASSETS:
	Beginning of period		0		0		0

	End of period (1)	$	1,874,487	$	1,486,331	$	58,476

OTHER INFORMATION:

SHARES:
	Sold
	Class T		65,005		13,616		2,349
	Class T1		87,408		104,243		2,135
	Issued in reinvestment of distributions
	Class T		391		100		23
	Class T1		569		785		22
	Redeemed
	Class T		(5,497)		(766)
	Class T1		(434)		(2,237)		0

	Net increase		147,442		115,741		4,529

(1) Including undistributed net investment income		$	615	$	259	$	7

See notes to financial statements.



							(Concluded)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2015 PORTFOLIO I
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.21			0.19
Capital gain distributions received			0.01			0.01

	Total distributions received		0.22			0.20

Net realized and unrealized gain
	on investments		1.61			1.63

Total Income From
	Investment Operations		1.83			1.83

Less Distributions

From net investment income			(0.19)			(0.19)

Net Asset Value, End of Period		$	11.64		$	11.64


Total Return ±			18.37%	^		18.37%	^ #

Net Assets, End of Period ($000)		$	3,625		$	10,546

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.21%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		7.65%	*		8.02%	*
	- After Reimbursement		N/A			8.03%	* §

Portfolio Turnover Rate ~			18.01%	^		18.01%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2015 PORTFOLIO II
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.18			0.19
Capital gain distributions received			0.01			0.01

	Total distributions received		0.19			0.20

Net realized and unrealized gain
	on investments		1.85			1.84

Total Income From
	Investment Operations		2.04			2.04

Less Distributions

From net investment income			(0.18)			(0.18)

Net Asset Value, End of Period		$	11.86		$	11.86


Total Return ±			20.48%	^		20.53%	^ #

Net Assets, End of Period ($000)		$	3,353		$	19,018

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.22%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		7.61%	*		7.17%	*
	- After Reimbursement		N/A			7.17%	* §

Portfolio Turnover Rate ~			104.47%	^		104.47%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2015 PORTFOLIO III
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.20			0.17
Capital gain distributions received			0.01			0.01

	Total distributions received		0.21			0.18

Net realized and unrealized gain
	on investments		2.09			2.12

Total Income From
	Investment Operations		2.30			2.30

Less Distributions

From net investment income			(0.17)			(0.17)

Net Asset Value, End of Period		$	12.13		$	12.13


Total Return ±			23.07%	^		23.07%	^ #

Net Assets, End of Period ($000)		$	20		$	1,535

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.21%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		3.14%	*		5.57%	*
	- After Reimbursement		N/A			5.58%	* §

Portfolio Turnover Rate ~			64.50%	^		64.50%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2025 PORTFOLIO I
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.19			0.17
Capital gain distributions received			0.01			0.01

	Total distributions received		0.20			0.18

Net realized and unrealized gain
	on investments		2.00			2.02

Total Income From
	Investment Operations		2.20			2.20

Less Distributions

From net investment income			(0.17)			(0.17)

Net Asset Value, End of Period		$	12.03		$	12.03


Total Return ±			22.15%	^		22.15%	^ #

Net Assets, End of Period ($000)		$	5,517		$	10,814

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.22%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		5.49%	*		6.37%	*
	- After Reimbursement		N/A			6.37%	* §

Portfolio Turnover Rate ~			24.28%	^		24.28%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2025 PORTFOLIO II
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.16			0.15
Capital gain distributions received			0.01			0.01

	Total distributions received		0.17			0.16

Net realized and unrealized gain
	on investments		2.33			2.33

Total Income From
	Investment Operations		2.50			2.49

Less Distributions

From net investment income			(0.15)			(0.15)

Net Asset Value, End of Period		$	12.35		$	12.34


Total Return ±			25.14%	^		25.04%	^ #

Net Assets, End of Period ($000)		$	20,100		$	26,103

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.22%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		12.62%	*		6.02%	*
	- After Reimbursement		N/A			6.02%	* §

Portfolio Turnover Rate ~			14.49%	^		14.49%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2025 PORTFOLIO III
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.15			0.14
Capital gain distributions received			0.01			0.01

	Total distributions received		0.16			0.15

Net realized and unrealized gain
	on investments		2.59			2.60

Total Income From
	Investment Operations		2.75			2.75

Less Distributions

From net investment income			(0.14)			(0.14)

Net Asset Value, End of Period		$	12.61		$	12.61


Total Return ±			27.63%	^		27.63%	^ #

Net Assets, End of Period ($000)		$	166		$	2,016

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.21%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		5.71%	*		4.85%	*
	- After Reimbursement		N/A			4.86%	* §

Portfolio Turnover Rate ~			107.97%	^		107.97%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2035 PORTFOLIO I
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.17			0.15
Capital gain distributions received			0.01			0.01

	Total distributions received		0.18			0.16

Net realized and unrealized gain
	on investments		2.46			2.47

Total Income From
	Investment Operations		2.64			2.63

Less Distributions

From net investment income			(0.15)			(0.15)

Net Asset Value, End of Period		$	12.49		$	12.48


Total Return ±			26.50%	^		26.40%	^ #

Net Assets, End of Period ($000)		$	2,319		$	7,346

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.22%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		6.44%	*		5.77%	*
	- After Reimbursement		N/A			5.77%	* §

Portfolio Turnover Rate ~			8.97%	^		8.97%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2035 PORTFOLIO II
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.10			0.10
Capital gain distributions received			0.01			0.01

	Total distributions received		0.11			0.11

Net realized and unrealized gain
	on investments		2.71			2.71

Total Income From
	Investment Operations		2.82			2.82

Less Distributions

From net investment income			(0.10)			(0.10)

Net Asset Value, End of Period		$	12.72		$	12.72


Total Return ±			28.19%	^		28.19%	^ #

Net Assets, End of Period ($000)		$	8,028		$	21,191

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.22%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		11.71%	*		5.20%	*
	- After Reimbursement		N/A			5.20%	* §

Portfolio Turnover Rate ~			12.83%	^		12.83%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2035 PORTFOLIO III
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.14			0.13
Capital gain distributions received			0.01			0.01

	Total distributions received		0.15			0.14

Net realized and unrealized gain
	on investments		2.82			2.83

Total Income From
	Investment Operations		2.97			2.97

Less Distributions

From net investment income			(0.13)			(0.13)

Net Asset Value, End of Period		$	12.84		$	12.84


Total Return ±			29.81%	^		29.81%	^ #

Net Assets, End of Period ($000)		$	30		$	1,202

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.21%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		2.43%	*		5.78%	*
	- After Reimbursement		N/A			5.78%	* §

Portfolio Turnover Rate ~			26.97%	^		26.97%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2045 PORTFOLIO I
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.14			0.15
Capital gain distributions received			0.01			0.01

	Total distributions received		0.15			0.16

Net realized and unrealized gain
	on investments		2.66			2.64

Total Income From
	Investment Operations		2.81			2.80

Less Distributions

From net investment income			(0.14)			(0.14)

Net Asset Value, End of Period		$	12.67		$	12.66


Total Return ±			28.18%	^		28.07%	^ #

Net Assets, End of Period ($000)		$	1,881		$	2,605

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.21%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		8.89%	*		5.51%	*
	- After Reimbursement		N/A			5.51%	* §

Portfolio Turnover Rate ~			24.95%	^		24.95%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2045 PORTFOLIO II
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.13			0.13
Capital gain distributions received			0.01			0.01

	Total distributions received		0.14			0.14

Net realized and unrealized gain
	on investments		2.81			2.80

Total Income From
	Investment Operations		2.95			2.94

Less Distributions

From net investment income			(0.13)			(0.13)

Net Asset Value, End of Period		$	12.82		$	12.81


Total Return ±			29.61%	^		29.51%	^ #

Net Assets, End of Period ($000)		$	7,238		$	6,272

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.21%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		14.17%	*		6.14%	*
	- After Reimbursement		N/A			6.14%	* §

Portfolio Turnover Rate ~			22.29%	^		22.29%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2045 PORTFOLIO III
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.13			0.13
Capital gain distributions received			0.01			0.01

	Total distributions received		0.14			0.14

Net realized and unrealized gain
	on investments		2.88			2.88

Total Income From
	Investment Operations		3.02			3.02

Less Distributions

From net investment income			(0.13)			(0.13)

Net Asset Value, End of Period		$	12.89		$	12.89


Total Return ±			30.28%	^		30.28%	^ #

Net Assets, End of Period ($000)		$	26		$	229

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.19%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		2.38%	*		4.64%	*
	- After Reimbursement		N/A			4.66%	* §

Portfolio Turnover Rate ~			15.17%	^		15.17%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2055 PORTFOLIO I
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.16			0.12
Capital gain distributions received			0.01			0.01

	Total distributions received		0.17			0.13

Net realized and unrealized gain
	on investments		2.67			2.71

Total Income From
	Investment Operations		2.84			2.84

Less Distributions

From net investment income			(0.13)			(0.13)

Net Asset Value, End of Period		$	12.71		$	12.71


Total Return ±			28.44%	^		28.44%	^ #

Net Assets, End of Period ($000)		$	762		$	1,113

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.21%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		3.91%	*		9.09%	*
	- After Reimbursement		N/A			9.11%	* §

Portfolio Turnover Rate ~			20.38%	^		20.38%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2055 PORTFOLIO II
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.13			0.13
Capital gain distributions received			0.01			0.01

	Total distributions received		0.14			0.14

Net realized and unrealized gain
	on investments		2.85			2.83

Total Income From
	Investment Operations		2.99			2.97

Less Distributions

From net investment income			(0.13)			(0.13)

Net Asset Value, End of Period		$	12.86		$	12.84


Total Return ±			30.01%	^		29.81%	^ #

Net Assets, End of Period ($000)		$	167		$	1,320

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.21%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		5.27%	*		6.36%	*
	- After Reimbursement		N/A			6.36%	* §

Portfolio Turnover Rate ~			6.32%	^		6.32%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2055 PORTFOLIO III
FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio for the period from May 1, 2009 (inception) to December 31, 2009 are as follows:


			Class T			Class T1


Net Asset Value, Beginning of Period		$	10.00		$	10.00

Income from Investment Operations

Net investment income			0.14			0.14
Capital gain distributions received			0.01			0.01

	Total distributions received		0.15			0.15

Net realized and unrealized gain
	on investments		2.90			2.90

Total Income From
	Investment Operations		3.05			3.05

Less Distributions

From net investment income			(0.14)			(0.14)

Net Asset Value, End of Period		$	12.91		$	12.91


Total Return ±			30.55%	^		30.55%	^ #

Net Assets, End of Period ($000)		$	31		$	28

Ratio of Expenses to Average Net Assets
	- Before Reimbursement		0.12%	*		0.22%	*
	- After Reimbursement		N/A			0.13%	* §

Ratio of Net Investment Income to
	Average Net Assets
	- Before Reimbursement		2.76%	*		2.29%	*
	- After Reimbursement		N/A			2.37%	* §

Portfolio Turnover Rate ~			7.23%	^		7.23%	^

§	Percentages are shown net of distribution fees waived.

^	Based on operations for the period shown and, accordingly, are not representative of a full year.

*	Annualized

~	Portfolio turnover is calculated at the Portfolio level.

±	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.

#	Performance shown net of distribution fees waived. Without the waiver, the return shown would have been
	lower.

See notes to financial statements.							(Concluded)

MAXIM SERIES FUND, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

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 fifty-four portfolios. Interests in the Maxim Lifetime 2015 I, the Maxim Lifetime 2015 II, the Maxim Lifetime 2015 III, the Maxim Lifetime 2025 I, the Maxim Lifetime 2025 II, the Maxim Lifetime 2025 III, the Maxim Lifetime 2035 I, the Maxim Lifetime 2035 II, the Maxim Lifetime 2035 III, the Maxim Lifetime 2045 I, the Maxim Lifetime 2045 II, the Maxim Lifetime 2045 III, the Maxim Lifetime 2055 I, the Maxim Lifetime 2055 II, and the Maxim Lifetime 2055 III 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 capital appreciation and income consistent with its current asset allocation. There are three risk profile options for each available year designated in the name of the Portfolio. The Portfolio I series are generally expected to pursue a more conservative allocation strategy relative to the Portfolio II or Portfolio III series. The Portfolio II series are generally expected to pursue a more moderate allocation strategy relative to the Portfolio I or Portfolio III series. The Portfolio III series are generally expected to pursue a more aggressive allocation strategy relative to the Portfolio I or Portfolio II series. After the transition year, noted in the name of the Portfolio, the investment objective is to seek income and secondarily, capital growth. 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 Portfolios commenced operations on May 1, 2009.

Each of the Portfolios offer two share classes, referred to as Class T and Class T1 shares. Class T shares are not subject to any distribution fees, while Class T1 shares of each Portfolio are subject to an annual distribution fee of 0.10% of the corresponding Portfolio’s annual average net assets attributable to Class T1 shares. Income, expenses (other than those attributable to a specific class) and gains and losses are allocated daily to each class of shares based on the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against operations of that class.

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.

The Portfolios classify their valuations into three levels 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 either directly or indirectly observable inputs. These may include quoted prices in markets that are not active or quoted prices for similar assets in active markets.

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

As of December 31, 2009 and throughout the period since inception, the only investments of each Portfolio were in mutual funds that were actively traded, therefore 100% of the investments are valued using Level 1 inputs.

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 a specific lot selection. Dividend income and realized gain distributions from underlying funds are accrued as of the ex-dividend date.

Federal Income Taxes

For federal income tax purposes, each of the Portfolios intends to qualify as regulated investment companies 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 Portfolios have taken no uncertain tax positions that require adjustment to the financial statements. Accordingly, no provision for federal income or excise taxes has been made. The Portfolios will file income tax returns in the U.S. federal jurisdiction and Colorado.

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 2009, the Financial Accounting Standards Board (the FASB) issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162 (SFAS No. 168). SFAS No. 168 establishes the FASB Accounting Standards CodificationTM (the ASC) as the single source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles in the United States (GAAP) applied by nongovernmental entities. All previously issued GAAP authoritative pronouncements are superseded and replaced by the ASC and are considered non-authoritative. The ASC also established that rules and interpretative releases of the Securities and Exchange Commission (the SEC) under authority of federal securities laws are also sources of GAAP for SEC registrants. SFAS No. 168 and the ASC are effective for interim or annual financial periods ending after September 15, 2009. The Portfolio adopted SFAS No. 168 and the ASC for its fiscal quarter ended September 30, 2009.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events (SFAS No. 165). Effective July 1, 2009, SFAS No.165 was superseded and replaced by certain provisions of ASC topic 855, Subsequent Events (ASC topic 855). These provisions of ASC topic 855 require companies to establish principles and requirements for subsequent events. Specifically, these provisions of ASC topic 855 require the disclosure of the period after the financial statements date through which management has evaluated events and transactions that may occur for potential recognition or disclosure in a company’s financial statements. In addition, these provisions of ASC topic 855 provide the circumstances under which the disclosures are required of an entity regarding events and circumstances that have occurred after the date of the financial statements but before the date of issuance. These provisions of ASC topic 855 are effective for interim or annual financial periods ending after June 15, 2009. The Portfolio adopted these provisions of ASC topic 855 for the semi-annual period ended June 30, 2009.

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 0.12% 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.

FASCore, LLC, a wholly-owned subsidiary of GWL&A, performs transfer agent servicing functions for the Portfolios.

GWFS Equities, Inc. (the Distributor), is a wholly-owned subsidiary of GWL&A and the principal underwriter to distribute and market the Portfolios. The Portfolios have entered into a plan of distribution which provides for compensation for distribution of Class T1 shares and for providing or arranging for the provision of services to Class T1 shareholders. The distribution plan provides for a maximum fee equal to an annual rate of 0.10% of the average daily net assets of the Class T1 shares. GWFS Equities, Inc. has agreed to voluntarily waive all 12b-1 fees attributable to Class T1 shares purchased by GW Capital Management, LLC in consideration for GW Capital Management, LLC providing initial capital to the Portfolios.

The Portfolios each may invest in a fixed interest contract issued and guaranteed by GWL&A. There are currently no such investments. Each of the Portfolios may also invest in various funds which may be affiliated with the Fund.

The total compensation paid to the independent directors with respect to all fifty-four portfolios for which they serve as Directors was $199,400 for the year ended December 31, 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.

Below is a summary of the transactions for each underlying investment during the period ended December 31, 2009, in which the issuer was an affiliate of a Portfolio, as defined in the 1940 Act.

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2015 Portfolio I

Maxim Bond Index Portfolio	145,366	$	-	$	2,012,378	$	71,395	$	510	$	17,539	$	1,904,759
Maxim Federated Bond Portfolio	186,457		-		2,000,752		71,039		638		21,909		1,911,188
Maxim Global Bond Portfolio	62,476		-		582,519		20,715		613		4,339		563,531
Maxim Index 600 Portfolio	48,664		-		366,594		28,214		562		892		356,218
Maxim Invesco ADR Portfolio	37,183		-		469,358		16,109		462		7,717		454,004
Maxim Janus Large Cap Growth Portfolio	23,537		-		266,806		11,170		325		17		259,941
Maxim Loomis Sayles Small-Cap Value Portfolio	6,267		-		106,839		7,297		151		163		103,779
Maxim MFS International Growth Portfolio	32,621		-		337,246		11,688		579		3,728		329,476
Maxim Money Market Portfolio	407,158		-		421,859		14,702		-		-		407,158
Maxim Putnam High Yield Bond Portfolio	63,520		-		511,909		22,401		918		18,663		482,118
Maxim S&P 500® Index	121,440		-		1,266,281		58,663		2,775		8,504		1,230,183
Maxim Short Duration Bond Portfolio	32,259		-		338,795		12,016		119		3,294		323,878
Maxim T Rowe Price Equity/Income Portfolio	27,601		-		368,940		17,264		652		2,723		357,152
Maxim T Rowe Price MidCap Growth Portfolio	14,724		-		225,921		13,785		523		-		220,127

TOTAL								$	8,827	$	89,488	$	8,903,512

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2015 Portfolio II

Maxim Bond Index Portfolio	186,945	$	-	$	3,130,030	$	631,760	$	6,340	$	26,378	$	2,448,881
Maxim Federated Bond Portfolio	239,745		-		3,114,918		630,079		7,734		33,025		2,457,387
Maxim Global Bond Portfolio	79,820		-		897,178		179,962		6,176		5,901		719,980
Maxim Index 600 Portfolio	96,764		-		878,047		206,255		3,255		1,890		708,309
Maxim Invesco ADR Portfolio	74,516		-		1,129,924		225,250		9,462		16,463		909,834
Maxim Janus Large Cap Growth Portfolio	47,586		-		649,905		135,408		4,271		235		525,106
Maxim Loomis Sayles Small-Cap Value Portfolio	12,597		-		258,687		58,956		1,151		348		208,605
Maxim MFS International Growth Portfolio	64,917		-		808,762		162,319		10,458		7,906		655,661
Maxim Money Market Portfolio	512,704		-		644,565		131,861		-		-		512,704
Maxim Putnam High Yield Bond Portfolio	82,536		-		798,742		158,948		6,273		25,805		626,447
Maxim S&P 500® Index	243,338		-		3,053,234		636,034		33,922		18,157		2,465,012
Maxim Short Duration Bond Portfolio	40,913		-		520,743		105,421		1,329		4,875		410,763
Maxim T Rowe Price Equity/Income Portfolio	55,069		-		887,482		186,710		7,957		5,779		712,590
Maxim T Rowe Price MidCap Growth Portfolio	29,974		-		554,282		122,960		5,069		-		448,115

TOTAL								$	103,397	$	146,763	$	13,809,394

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2015 Portfolio III

Maxim Bond Index Portfolio	9,632	$	-	$	147,431	$	19,335	$	235	$	1,219	$	126,183
Maxim Federated Bond Portfolio	12,353		-		146,447		19,299		321		1,526		126,622
Maxim Global Bond Portfolio	4,158		-		42,722		5,644		161		310		37,509
Maxim Index 600 Portfolio	8,317		-		68,478		11,957		783		164		60,879
Maxim Invesco ADR Portfolio	6,411		-		88,574		11,477		729		1,397		78,276
Maxim Janus Large Cap Growth Portfolio	4,112		-		50,969		7,362		465		5		45,386
Maxim Loomis Sayles Small-Cap Value Portfolio	1,063		-		19,841		3,270		195		30		17,603
Maxim MFS International Growth Portfolio	5,599		-		63,587		8,407		583		672		56,551
Maxim Money Market Portfolio	26,474		-		30,528		4,054		-		-		26,474
Maxim Putnam High Yield Bond Portfolio	4,193		-		37,283		5,214		190		1,322		31,822
Maxim S&P 500® Index	21,024		-		240,481		35,323		2,219		1,575		212,978
Maxim Short Duration Bond Portfolio	2,150		-		25,015		3,301		40		230		21,581
Maxim T Rowe Price Equity/Income Portfolio	4,731		-		69,339		10,098		629		501		61,223
Maxim T Rowe Price MidCap Growth Portfolio	2,602		-		43,726		6,897		447		-		38,897

TOTAL								$	6,997	$	8,951	$	941,984

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2025 Portfolio I

Maxim Bond Index Portfolio	137,617	$	-	$	1,952,637	$	118,779	$	(28)	$	17,083	$	1,803,399
Maxim Federated Bond Portfolio	176,529		-		1,941,488		118,181		153		21,194		1,809,417
Maxim Global Bond Portfolio	67,142		-		640,412		38,666		867		4,558		605,621
Maxim Index 600 Portfolio	90,698		-		701,684		65,189		402		1,626		663,909
Maxim Invesco ADR Portfolio	67,196		-		864,609		47,034		718		13,642		820,467
Maxim Janus Large Cap Growth Portfolio	35,844		-		413,847		24,571		346		20		395,957
Maxim Loomis Sayles Small-Cap Value Portfolio	11,259		-		196,987		16,629		95		286		186,450
Maxim MFS International Growth Portfolio	60,196		-		632,809		34,891		937		6,728		607,979
Maxim Money Market Portfolio	183,804		-		194,967		11,163		-		-		183,804
Maxim Putnam High Yield Bond Portfolio	60,180		-		493,915		32,203		902		17,287		456,768
Maxim S&P 500® Index	181,463		-		1,921,130		124,613		3,169		12,423		1,838,217
Maxim Short Duration Bond Portfolio	15,169		-		163,302		10,068		15		1,592		152,299
Maxim T Rowe Price Equity/Income Portfolio	40,415		-		549,131		35,553		625		3,896		522,973
Maxim T Rowe Price MidCap Growth Portfolio	22,952		-		359,386		28,069		572		-		343,138

TOTAL								$	8,773	$	100,336	$	10,390,398

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2025 Portfolio II

Maxim Bond Index Portfolio	252,815	$	-	$	3,461,357	$	85,758	$	1,009	$	32,865	$	3,312,254
Maxim Federated Bond Portfolio	324,253		-		3,442,991		84,713		1,577		41,084		3,323,595
Maxim Global Bond Portfolio	123,375		-		1,136,956		27,985		1,518		8,812		1,112,839
Maxim Index 600 Portfolio	319,661		-		2,370,569		125,049		8,137		6,026		2,339,919
Maxim Invesco ADR Portfolio	237,893		-		2,971,796		65,111		5,763		50,848		2,904,671
Maxim Janus Large Cap Growth Portfolio	128,280		-		1,434,860		36,710		2,622		324		1,416,171
Maxim Loomis Sayles Small-Cap Value Portfolio	40,474		-		679,192		30,054		2,120		1,080		670,253
Maxim MFS International Growth Portfolio	214,422		-		2,197,204		49,170		5,893		25,249		2,165,663
Maxim Money Market Portfolio	363,007		-		371,772		8,766		-		-		363,007
Maxim Putnam High Yield Bond Portfolio	109,923		-		873,454		22,426		1,873		33,218		834,318
Maxim S&P 500® Index	644,296		-		6,631,952		190,586		17,542		46,428		6,526,723
Maxim Short Duration Bond Portfolio	27,351		-		284,444		7,046		126		3,006		274,603
Maxim T Rowe Price Equity/Income Portfolio	143,967		-		1,898,254		53,868		4,514		14,599		1,862,932
Maxim T Rowe Price MidCap Growth Portfolio	80,612		-		1,216,920		47,079		4,700		-		1,205,143

TOTAL								$	57,394	$	263,539	$	28,312,091

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2025 Portfolio III

Maxim Bond Index Portfolio	6,568	$	-	$	109,586	$	22,161	$	246	$	833	$	86,032
Maxim Federated Bond Portfolio	8,424		-		108,940		22,143		294		1,043		86,348
Maxim Global Bond Portfolio	3,270		-		36,648		7,450		140		245		29,494
Maxim Index 600 Portfolio	17,783		-		159,257		38,305		938		352		130,168
Maxim Invesco ADR Portfolio	13,130		-		198,011		39,750		1,094		2,896		160,319
Maxim Janus Large Cap Growth Portfolio	7,084		-		95,823		20,499		765		6		78,170
Maxim Loomis Sayles Small-Cap Value Portfolio	2,240		-		45,512		10,562		217		63		37,097
Maxim MFS International Growth Portfolio	11,855		-		147,008		29,893		944		1,440		119,739
Maxim Money Market Portfolio	6,926		-		8,704		1,778		-		-		6,926
Maxim Putnam High Yield Bond Portfolio	2,861		-		27,487		5,563		117		907		21,717
Maxim S&P 500® Index	35,622		-		443,428		94,948		3,330		2,686		360,855
Maxim Short Duration Bond Portfolio	751		-		9,536		1,940		18		81		7,543
Maxim T Rowe Price Equity/Income Portfolio	7,941		-		126,623		26,979		837		846		102,763
Maxim T Rowe Price MidCap Growth Portfolio	4,445		-		81,368		18,336		418		-		66,451

TOTAL								$	9,358	$	11,398	$	1,293,622

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2035 Portfolio I

Maxim Bond Index Portfolio	48,489	$	-	$	657,845	$	11,324	$	220	$	6,082	$	635,373
Maxim Federated Bond Portfolio	62,189		-		654,277		11,147		288		7,563		637,442
Maxim Global Bond Portfolio	26,227		-		239,894		4,082		196		1,821		236,567
Maxim Index 600 Portfolio	79,968		-		591,160		26,853		1,414		1,466		585,365
Maxim Invesco ADR Portfolio	58,042		-		721,176		10,347		1,286		12,028		708,690
Maxim Janus Large Cap Growth Portfolio	26,540		-		294,542		4,169		450		24		293,101
Maxim Loomis Sayles Small-Cap Value Portfolio	9,910		-		165,664		6,052		358		257		164,110
Maxim MFS International Growth Portfolio	54,342		-		552,467		8,720		1,235		6,201		548,851
Maxim Money Market Portfolio	20,177		-		20,429		252		-		-		20,177
Maxim Putnam High Yield Bond Portfolio	20,818		-		163,700		3,404		276		6,116		158,012
Maxim S&P 500® Index	130,885		-		1,335,062		28,565		2,733		9,162		1,325,868
Maxim Short Duration Bond Portfolio	1,430		-		14,719		257		6		152		14,356
Maxim T Rowe Price Equity/Income Portfolio	28,686		-		374,611		7,091		733		2,828		371,197
Maxim T Rowe Price MidCap Growth Portfolio	16,777		-		251,781		8,067		668		-		250,811

TOTAL								$	9,863	$	53,700	$	5,949,920

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2035 Portfolio II

Maxim Bond Index Portfolio	74,832	$	-	$	1,026,383	$	27,729	$	589	$	9,942	$	980,470
Maxim Federated Bond Portfolio	95,982		-		1,020,844		27,454		751		12,438		983,817
Maxim Global Bond Portfolio	40,559		-		374,168		9,959		491		2,863		365,839
Maxim Index 600 Portfolio	273,688		-		2,025,106		97,315		7,856		5,104		2,003,395
Maxim Invesco ADR Portfolio	201,020		-		2,503,677		50,086		5,178		42,444		2,454,451
Maxim Janus Large Cap Growth Portfolio	91,573		-		1,018,731		21,750		1,788		362		1,011,095
Maxim Loomis Sayles Small-Cap Value Portfolio	34,004		-		568,973		22,592		2,033		897		563,110
Maxim MFS International Growth Portfolio	187,739		-		1,915,034		38,416		4,980		21,844		1,896,161
Maxim Money Market Portfolio	31,905		-		32,714		809		-		-		31,905
Maxim Putnam High Yield Bond Portfolio	32,582		-		258,043		6,787		596		9,730		247,296
Maxim S&P 500® Index	452,512		-		4,640,763		124,907		13,239		32,236		4,583,950
Maxim Short Duration Bond Portfolio	2,877		-		29,973		815		20		323		28,888
Maxim T Rowe Price Equity/Income Portfolio	99,605		-		1,308,280		33,454		3,843		9,983		1,288,890
Maxim T Rowe Price MidCap Growth Portfolio	57,510		-		864,266		29,625		3,451		-		859,781

TOTAL								$	44,815	$	148,166	$	17,299,048

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2035 Portfolio III

Maxim Bond Index Portfolio	1,574	$	-	$	21,992	$	962	$	25	$	204	$	20,613
Maxim Federated Bond Portfolio	2,018		-		21,820		955		36		256		20,689
Maxim Global Bond Portfolio	888		-		8,322		359		22		67		8,006
Maxim Index 600 Portfolio	12,300		-		91,654		7,799		668		248		90,037
Maxim Invesco ADR Portfolio	8,985		-		113,989		4,504		719		1,984		109,708
Maxim Janus Large Cap Growth Portfolio	4,106		-		46,222		2,191		272		7		45,305
Maxim Loomis Sayles Small-Cap Value Portfolio	1,523		-		25,722		1,915		162		43		25,220
Maxim MFS International Growth Portfolio	8,401		-		87,383		3,524		671		1,022		84,848
Maxim Money Market Portfolio	1,220		-		1,279		59		-		-		1,220
Maxim Putnam High Yield Bond Portfolio	742		-		5,977		276		27		239		5,632
Maxim S&P 500® Index	20,264		-		210,345		9,922		1,291		1,547		205,274
Maxim Short Duration Bond Portfolio	121		-		1,284		57		2		14		1,215
Maxim T Rowe Price Equity/Income Portfolio	4,449		-		59,178		2,778		367		481		57,569
Maxim T Rowe Price MidCap Growth Portfolio	2,588		-		39,371		2,491		253		-		38,692

TOTAL								$	4,515	$	6,112	$	714,028

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2045 Portfolio I

Maxim Bond Index Portfolio	16,087	$	-	$	226,894	$	12,274	$	107	$	2,209	$	210,755
Maxim Federated Bond Portfolio	20,623		-		225,835		12,217		152		2,734		211,386
Maxim Global Bond Portfolio	10,228		-		97,158		5,241		163		742		92,258
Maxim Index 600 Portfolio	43,457		-		334,326		25,017		282		833		318,104
Maxim Invesco ADR Portfolio	31,768		-		408,594		19,468		929		6,846		387,891
Maxim Janus Large Cap Growth Portfolio	12,446		-		143,316		7,121		246		17		137,387
Maxim Loomis Sayles Small-Cap Value Portfolio	5,317		-		92,542		6,323		123		144		88,056
Maxim MFS International Growth Portfolio	30,611		-		322,695		15,545		1,047		3,633		309,175
Maxim Putnam High Yield Bond Portfolio	7,070		-		57,944		3,149		178		2,171		53,660
Maxim S&P 500® Index	60,061		-		637,138		35,046		1,662		4,391		608,418
Maxim T Rowe Price Equity/Income Portfolio	12,963		-		176,256		9,504		347		1,336		167,737
Maxim T Rowe Price MidCap Growth Portfolio	7,803		-		121,784		7,742		308		-		116,653

TOTAL								$	5,544	$	25,056	$	2,701,480

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2045 Portfolio II

Maxim Bond Index Portfolio	25,383	$	-	$	352,873	$	13,305	$	99	$	3,257	$	332,504
Maxim Federated Bond Portfolio	32,557		-		351,120		13,219		178		4,074		333,706
Maxim Global Bond Portfolio	16,472		-		154,421		5,583		247		1,216		148,581
Maxim Index 600 Portfolio	143,124		-		1,074,792		65,410		2,054		2,786		1,047,670
Maxim Invesco ADR Portfolio	104,087		-		1,322,299		41,540		2,766		22,939		1,270,905
Maxim Janus Large Cap Growth Portfolio	40,720		-		462,207		16,050		925		45		449,363
Maxim Loomis Sayles Small-Cap Value Portfolio	17,507		-		297,505		15,424		569		483		289,914
Maxim MFS International Growth Portfolio	100,841		-		1,052,838		33,159		2,866		12,240		1,018,496
Maxim Putnam High Yield Bond Portfolio	10,614		-		85,867		3,203		214		3,316		80,564
Maxim S&P 500® Index	197,182		-		2,064,615		76,134		5,064		14,675		1,997,457
Maxim T Rowe Price Equity/Income Portfolio	42,372		-		568,228		21,335		1,259		4,441		548,291
Maxim T Rowe Price MidCap Growth Portfolio	25,579		-		391,772		18,291		1,066		-		382,400

TOTAL								$	17,307	$	69,472	$	7,899,851

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2045 Portfolio III

Maxim Bond Index Portfolio	287	$	-	$	3,938	$	118	$	4	$	44	$	3,764
Maxim Federated Bond Portfolio	369		-		3,906		118		7		55		3,777
Maxim Global Bond Portfolio	184		-		1,683		51		5		15		1,657
Maxim Index 600 Portfolio	2,805		-		20,237		1,277		281		63		20,535
Maxim Invesco ADR Portfolio	2,038		-		24,747		683		186		443		24,882
Maxim Janus Large Cap Growth Portfolio	798		-		8,664		274		66		6		8,810
Maxim Loomis Sayles Small-Cap Value Portfolio	343		-		5,585		296		66		11		5,675
Maxim MFS International Growth Portfolio	1,966		-		19,625		627		189		236		19,855
Maxim Putnam High Yield Bond Portfolio	117		-		914		31		5		41		887
Maxim S&P 500® Index	3,855		-		38,521		1,275		308		319		39,053
Maxim T Rowe Price Equity/Income Portfolio	833		-		10,688		393		92		100		10,774
Maxim T Rowe Price MidCap Growth Portfolio	501		-		7,373		333		86		-		7,495

TOTAL								$	1,295	$	1,333	$	147,164

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2055 Portfolio I

Maxim Bond Index Portfolio	5,937	$	-	$	82,490	$	3,478	$	33	$	650	$	77,847
Maxim Federated Bond Portfolio	7,618		-		82,065		3,441		66		805		78,082
Maxim Global Bond Portfolio	4,687		-		43,729		1,863		79		277		42,274
Maxim Index 600 Portfolio	19,574		-		146,916		9,086		570		308		143,280
Maxim Invesco ADR Portfolio	14,499		-		181,436		6,149		785		2,513		177,028
Maxim Janus Large Cap Growth Portfolio	4,769		-		53,528		2,044		209		5		52,773
Maxim Loomis Sayles Small-Cap Value Portfolio	2,382		-		40,413		2,193		158		53		39,443
Maxim MFS International Growth Portfolio	14,277		-		146,761		5,302		728		1,362		144,193
Maxim Putnam High Yield Bond Portfolio	2,583		-		20,708		903		69		646		19,607
Maxim S&P 500® Index	22,870		-		236,170		10,555		880		1,361		231,674
Maxim T Rowe Price Equity/Income Portfolio	4,926		-		65,088		2,774		230		414		63,745
Maxim T Rowe Price MidCap Growth Portfolio	3,012		-		45,726		2,289		199		-		45,035

TOTAL								$	4,006	$	8,394	$	1,114,981

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2055 Portfolio II

Maxim Bond Index Portfolio	2,517	$	-	$	33,990	$	338	$	12	$	361	$	32,969
Maxim Federated Bond Portfolio	3,227		-		33,760		332		19		447		33,080
Maxim Global Bond Portfolio	1,978		-		17,955		173		16		148		17,844
Maxim Index 600 Portfolio	16,839		-		122,717		4,286		740		334		123,262
Maxim Invesco ADR Portfolio	12,412		-		152,685		552		138		2,714		151,545
Maxim Janus Large Cap Growth Portfolio	4,115		-		45,044		198		45		8		45,416
Maxim Loomis Sayles Small-Cap Value Portfolio	2,031		-		33,459		900		184		57		33,630
Maxim MFS International Growth Portfolio	12,273		-		123,383		594		163		1,478		123,958
Maxim Putnam High Yield Bond Portfolio	1,071		-		8,361		113		20		339		8,130
Maxim S&P 500® Index	19,728		-		199,085		1,920		454		1,485		199,840
Maxim T Rowe Price Equity/Income Portfolio	4,207		-		54,413		487		117		447		54,433
Maxim T Rowe Price MidCap Growth Portfolio	2,564		-		37,932		721		197		-		38,335

TOTAL								$	2,105	$	7,818	$	862,442

			Market										Market
	Shares		Value		Purchase		Sales		Realized		Dividends		Value
Affiliate	Held		12/31/2008		Cost		Cost		Gain/(Loss)		Received		12/31/2009

Maxim Lifetime 2055 Portfolio III

Maxim Bond Index Portfolio	61	$	-	$	822	$	13	$	-	$	16	$	805
Maxim Federated Bond Portfolio	79		-		811		16		1		20		808
Maxim Global Bond Portfolio	49		-		425		7		1		6		438
Maxim Index 600 Portfolio	683		-		4,556		249		50		24		4,999
Maxim Invesco ADR Portfolio	505		-		5,500		111		12		111		6,164
Maxim Janus Large Cap Growth Portfolio	167		-		1,624		18		2		6		1,838
Maxim Loomis Sayles Small-Cap Value Portfolio	83		-		1,237		51		11		4		1,371
Maxim MFS International Growth Portfolio	497		-		4,450		198		36		61		5,015
Maxim Putnam High Yield Bond Portfolio	27		-		199		10		1		14		203
Maxim S&P 500® Index	800		-		7,213		111		23		94		8,104
Maxim T Rowe Price Equity/Income Portfolio	172		-		2,016		68		10		31		2,226
Maxim T Rowe Price MidCap Growth Portfolio	105		-		1,392		49		12		-		1,572

TOTAL								$	159	$	387	$	33,543

3. PURCHASES & SALES OF UNDERLYING INVESTMENTS

For the period ended December 31, 2009, the aggregate cost of purchases and proceeds from sales of underlying investments were as follows:

		Purchases		Sales
Lifetime 2015 Portfolio I	$	14,752,963	$	632,945
Lifetime 2015 Portfolio II		28,003,544		5,965,642
Lifetime 2015 Portfolio III		1,772,781		263,169
Lifetime 2025 Portfolio I		17,297,234		1,137,421
Lifetime 2025 Portfolio II		47,173,746		1,481,009
Lifetime 2025 Portfolio III		2,693,161		589,871
Lifetime 2035 Portfolio I		9,794,271		236,490
Lifetime 2035 Portfolio II		29,644,377		908,297
Lifetime 2035 Portfolio III		1,267,778		73,338
Lifetime 2045 Portfolio I		4,713,008		275,028
Lifetime 2045 Portfolio II		13,963,756		578,243
Lifetime 2045 Portfolio III		253,170		12,268
Lifetime 2055 Portfolio I		1,922,227		92,804
Lifetime 2055 Portfolio II		1,485,899		22,531
Lifetime 2055 Portfolio III		53,105		2,493

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 December 31, 2009 were as follows:

		Cost For
		Income			Net
		Tax	Gross	Gross	Unrealized
		Purposes	Appreciation	Depreciation	Appreciation
Lifetime 2015 Portfolio I	$	14,137,747	133,385	(103,743)	29,642
Lifetime 2015 Portfolio II		22,240,296	271,105	(144,769)	126,336
Lifetime 2015 Portfolio III		1,521,638	38,691	(5,087)	33,604
Lifetime 2025 Portfolio I		16,181,612	221,603	(75,184)	146,419
Lifetime 2025 Portfolio II		45,797,282	564,749	(163,583)	401,166
Lifetime 2025 Portfolio III		2,118,954	65,842	(3,336)	62,506
Lifetime 2035 Portfolio I		9,575,320	117,540	(29,010)	88,530
Lifetime 2035 Portfolio II		28,816,057	446,035	(42,142)	403,893
Lifetime 2035 Portfolio III		1,202,484	30,405	(1,005)	29,400
Lifetime 2045 Portfolio I		4,449,943	46,315	(10,627)	35,688
Lifetime 2045 Portfolio II		13,417,991	123,708	(31,692)	92,016
Lifetime 2045 Portfolio III		243,255	11,847	(96)	11,751
Lifetime 2055 Portfolio I		1,836,858	40,225	(2,693)	37,532
Lifetime 2055 Portfolio II		1,467,214	21,454	(2,245)	19,209
Lifetime 2055 Portfolio III		50,943	7,541	(4)	7,537

5.	DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the year ended December 31, 2009 were as follows:

		Ordinary Income		Long-term Capital Gain		Total
Lifetime 2015 Portfolio I	$	129,666	$	-	$	129,666
Lifetime 2015 Portfolio II		205,854		-		205,854
Lifetime 2015 Portfolio III		13,456		-		13,456
Lifetime 2025 Portfolio I		137,785		-		137,785
Lifetime 2025 Portfolio II		360,001		-		360,001
Lifetime 2025 Portfolio III		16,918		-		16,918
Lifetime 2035 Portfolio I		73,478		-		73,478
Lifetime 2035 Portfolio II		208,464		-		208,464
Lifetime 2035 Portfolio III		9,404		-		9,404
Lifetime 2045 Portfolio I		32,508		-		32,508
Lifetime 2045 Portfolio II		101,424		-		101,424
Lifetime 2045 Portfolio III		2,014		-		2,014
Lifetime 2055 Portfolio I		12,259		-		12,259
Lifetime 2055 Portfolio II		11,422		-		11,422
Lifetime 2055 Portfolio III		558		-		558

As of December 31, 2009, the components of distributable earnings on a tax basis were as follows:

Lifetime 2015 Portfolio I
	Undistributed ordinary income	$	27,771
	Undistributed capital gains		11,318
	Net accumulated earnings		39,089

	Net unrealized appreciation on investments		29,642
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	68,731

Lifetime 2015 Portfolio II
	Undistributed ordinary income	$	215,174
	Undistributed capital gains		17,999
	Net accumulated earnings		233,173

	Net unrealized appreciation on investments		126,336
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	359,509

Lifetime 2015 Portfolio III
	Undistributed ordinary income	$	12,685
	Undistributed capital gains		1,150
	Net accumulated earnings		13,835

	Net unrealized appreciation on investments		33,604
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	47,439

Lifetime 2025 Portfolio I
	Undistributed ordinary income	$	32,054
	Undistributed capital gains		12,271
	Net accumulated earnings		44,325

	Net unrealized appreciation on investments		146,419
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	190,744

Lifetime 2025 Portfolio II
	Undistributed ordinary income	$	123,387
	Undistributed capital gains		32,438
	Net accumulated earnings		155,825

	Net unrealized appreciation on investments		401,166
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	556,991

Lifetime 2025 Portfolio III
	Undistributed ordinary income	$	16,161
	Undistributed capital gains		1,408
	Net accumulated earnings		17,569

	Net unrealized appreciation on investments		62,506
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	80,075

Lifetime 2035 Portfolio I
	Undistributed ordinary income	$	21,378
	Undistributed capital gains		6,292
	Net accumulated earnings		27,670

	Net unrealized appreciation on investments		88,530
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	116,200

Lifetime 2035 Portfolio II
	Undistributed ordinary income	$	85,920
	Undistributed capital gains		16,855
	Net accumulated earnings		102,775

	Net unrealized appreciation on investments		403,893
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	506,668

Lifetime 2035 Portfolio III
	Undistributed ordinary income	$	8,179
	Undistributed capital gains		684
	Net accumulated earnings		8,863

	Net unrealized appreciation on investments		29,400
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	38,263

Lifetime 2045 Portfolio I
	Undistributed ordinary income	$	13,395
	Undistributed capital gains		2,682
	Net accumulated earnings		16,077

	Net unrealized appreciation on investments		35,688
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	51,765

Lifetime 2045 Portfolio II
	Undistributed ordinary income	$	34,739
	Undistributed capital gains		7,353
	Net accumulated earnings		42,092

	Net unrealized appreciation on investments		92,016
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	134,108

Lifetime 2045 Portfolio III
	Undistributed ordinary income	$	2,378
	Undistributed capital gains		130
	Net accumulated earnings		2,508

	Net unrealized appreciation on investments		11,751
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	14,259

Lifetime 2055 Portfolio I
	Undistributed ordinary income	$	8,051
	Undistributed capital gains		815
	Net accumulated earnings		8,866

	Net unrealized appreciation on investments		37,532
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	46,398

Lifetime 2055 Portfolio II
	Undistributed ordinary income	$	4,106
	Undistributed capital gains		734
	Net accumulated earnings		4,840

	Net unrealized appreciation on investments		19,209
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	24,049

Lifetime 2055 Portfolio III
	Undistributed ordinary income	$	338
	Undistributed capital gains		28
	Net accumulated earnings		366

	Net unrealized appreciation on investments		7,537
	Capital loss carryforwards		-
	Post-October losses		-
	Tax composition of capital	$	7,903

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 Portfolios.

6.	TAX INFORMATION (unaudited)

Dividends paid by the Portfolios 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, 2009, the following are the percentages that qualify for the dividend received deduction available to the Portfolios’ corporate shareholders.

	Percent of Ordinary Income Distributions Qualifying for Dividends Received
Lifetime 2015 Portfolio I	42%
Lifetime 2015 Portfolio II	25%
Lifetime 2015 Portfolio III	31%
Lifetime 2025 Portfolio I	41%
Lifetime 2025 Portfolio II	40%
Lifetime 2025 Portfolio III	32%
Lifetime 2035 Portfolio I	42%
Lifetime 2035 Portfolio II	41%
Lifetime 2035 Portfolio III	35%
Lifetime 2045 Portfolio I	36%
Lifetime 2045 Portfolio II	43%
Lifetime 2045 Portfolio III	29%
Lifetime 2055 Portfolio I	34%
Lifetime 2055 Portfolio II	42%
Lifetime 2055 Portfolio III	40%

7.	SUBSEQUENT EVENTS

Management has reviewed all events subsequent to the date of the Statement of Assets and Liabilities, including the estimates inherent in the process of preparing these financial statements, through the issuance date of February 25, 2010, of the financial statements.

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2015 PORTFOLIO I
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

4,472	Allianz NFJ Small Cap Value A	$	103,704
11,744	American Century Growth Inv		258,849
122,755	American Century Inflation Adjusted Bond		1,411,682
6,860	BlackRock U.S. Opportunities Inv A		219,446
19,978	Calvert Short Duration Income A		325,840
10,486	Goldman Sachs Midcap Value A		303,877
8,362	Harbor International Inv		454,804
15,393	Janus Adviser Perkins Mid Cap Value S		304,622
62,143	JP Morgan High Yield Bond		479,745
145,366	Maxim Bond Index Portfolio		1,904,759
186,457	Maxim Federated Bond Portfolio		1,911,188
62,476	Maxim Global Bond Portfolio		563,531
48,664	Maxim Index 600 Portfolio		356,218
37,183	Maxim Invesco ADR Portfolio		454,004
23,537	Maxim Janus Large Cap Growth Portfolio		259,941
6,267	Maxim Loomis Sayles Small-Cap Value Portfolio		103,779
32,621	Maxim MFS International Growth Portfolio		329,476
407,158	Maxim Money Market Portfolio		407,158
63,520	Maxim Putnam High Yield Bond Portfolio		482,118
121,440	Maxim S&P 500® Index		1,230,183
32,259	Maxim Short Duration Bond Portfolio		323,878
27,601	Maxim T Rowe Price Equity/Income Portfolio		357,152
14,724	Maxim T Rowe Price MidCap Growth Portfolio		220,127
17,266	MFS Value Fund A		358,614
87,525	Oppenheimer International Bond A		560,161
11,995	Sentinel Small Company A		75,568
8,407	Van Kampen Small Cap Growth A		75,240
16,504	Virtus Foreign Opportunities A		331,725

TOTAL FUND INVESTMENTS --- 99.97%		$	14,167,389
(Cost $14,137,134)

OTHER ASSETS AND LIABILITIES --- 0.03%		$	3,623

TOTAL NET ASSETS --- 100%		$	14,171,012
(Cost $14,137,134)

See notes to financial statements.			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2015 PORTFOLIO II
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

8,989	Allianz NFJ Small Cap Value A	$	208,466
23,723	American Century Growth Inv		522,849
156,790	American Century Inflation Adjusted Bond		1,803,086
13,965	BlackRock U.S. Opportunities Inv A		446,727
25,340	Calvert Short Duration Income A		413,289
21,158	Goldman Sachs Midcap Value A		613,167
16,753	Harbor International Inv		911,221
31,058	Janus Adviser Perkins Mid Cap Value S		614,645
80,719	JP Morgan High Yield Bond		623,151
186,945	Maxim Bond Index Portfolio		2,448,881
239,745	Maxim Federated Bond Portfolio		2,457,387
79,820	Maxim Global Bond Portfolio		719,980
96,764	Maxim Index 600 Portfolio		708,309
74,516	Maxim Invesco ADR Portfolio		909,834
47,586	Maxim Janus Large Cap Growth Portfolio		525,106
12,597	Maxim Loomis Sayles Small-Cap Value Portfolio		208,605
64,917	Maxim MFS International Growth Portfolio		655,661
512,704	Maxim Money Market Portfolio		512,704
82,536	Maxim Putnam High Yield Bond Portfolio		626,447
243,338	Maxim S&P 500® Index		2,465,012
40,913	Maxim Short Duration Bond Portfolio		410,763
55,069	Maxim T Rowe Price Equity/Income Portfolio		712,590
29,974	Maxim T Rowe Price MidCap Growth Portfolio		448,115
34,452	MFS Value Fund A		715,559
111,781	Oppenheimer International Bond A		715,398
24,642	Sentinel Small Company A		155,247
17,268	Van Kampen Small Cap Growth A		154,547
32,830	Virtus Foreign Opportunities A		659,886

TOTAL FUND INVESTMENTS --- 99.98%		$	22,366,632
(Cost $22,228,291)

OTHER ASSETS AND LIABILITIES --- 0.02%		$	4,083

TOTAL NET ASSETS --- 100%		$	22,370,715
(Cost $22,228,291)

See notes to financial statements.


			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2015 PORTFOLIO III
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

759	Allianz NFJ Small Cap Value A	$	17,597
2,051	American Century Growth Inv		45,207
8,065	American Century Inflation Adjusted Bond		92,743
1,212	BlackRock U.S. Opportunities Inv A		38,769
1,332	Calvert Short Duration Income A		21,720
1,816	Goldman Sachs Midcap Value A		52,623
1,443	Harbor International Inv		78,508
2,668	Janus Adviser Perkins Mid Cap Value S		52,793
4,102	JP Morgan High Yield Bond		31,664
9,632	Maxim Bond Index Portfolio		126,183
12,353	Maxim Federated Bond Portfolio		126,622
4,158	Maxim Global Bond Portfolio		37,509
8,317	Maxim Index 600 Portfolio		60,879
6,411	Maxim Invesco ADR Portfolio		78,276
4,112	Maxim Janus Large Cap Growth Portfolio		45,386
1,063	Maxim Loomis Sayles Small-Cap Value Portfolio		17,603
5,599	Maxim MFS International Growth Portfolio		56,551
26,474	Maxim Money Market Portfolio		26,474
4,193	Maxim Putnam High Yield Bond Portfolio		31,822
21,024	Maxim S&P 500® Index		212,978
2,150	Maxim Short Duration Bond Portfolio		21,581
4,731	Maxim T Rowe Price Equity/Income Portfolio		61,223
2,602	Maxim T Rowe Price MidCap Growth Portfolio		38,897
2,960	MFS Value Fund A		61,486
5,827	Oppenheimer International Bond A		37,294
2,059	Sentinel Small Company A		12,970
1,442	Van Kampen Small Cap Growth A		12,905
2,835	Virtus Foreign Opportunities A		56,979

TOTAL FUND INVESTMENTS --- 99.99%		$	1,555,242
(Cost $1,521,599)

OTHER ASSETS AND LIABILITIES --- 0.01%		$	93

TOTAL NET ASSETS --- 100%		$	1,555,335
(Cost $1,521,599)

See notes to financial statements.



			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2025 PORTFOLIO I
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

8,034	Allianz NFJ Small Cap Value A	$	186,305
17,891	American Century Growth Inv		394,311
57,905	American Century Inflation Adjusted Bond		665,909
10,693	BlackRock U.S. Opportunities Inv A		342,076
9,394	Calvert Short Duration Income A		153,217
15,431	Goldman Sachs Midcap Value A		447,201
15,110	Harbor International Inv		821,826
22,650	Janus Adviser Perkins Mid Cap Value S		448,248
58,885	JP Morgan High Yield Bond		454,596
137,617	Maxim Bond Index Portfolio		1,803,399
176,529	Maxim Federated Bond Portfolio		1,809,417
67,142	Maxim Global Bond Portfolio		605,621
90,698	Maxim Index 600 Portfolio		663,909
67,196	Maxim Invesco ADR Portfolio		820,467
35,844	Maxim Janus Large Cap Growth Portfolio		395,957
11,259	Maxim Loomis Sayles Small-Cap Value Portfolio		186,450
60,196	Maxim MFS International Growth Portfolio		607,979
183,804	Maxim Money Market Portfolio		183,804
60,180	Maxim Putnam High Yield Bond Portfolio		456,768
181,463	Maxim S&P 500® Index		1,838,217
15,169	Maxim Short Duration Bond Portfolio		152,299
40,415	Maxim T Rowe Price Equity/Income Portfolio		522,973
22,952	Maxim T Rowe Price MidCap Growth Portfolio		343,138
25,282	MFS Value Fund A		525,100
94,052	Oppenheimer International Bond A		601,932
22,652	Sentinel Small Company A		142,709
15,878	Van Kampen Small Cap Growth A		142,104
30,453	Virtus Foreign Opportunities A		612,099

TOTAL FUND INVESTMENTS --- 99.98%		$	16,328,031
(Cost $16,178,724)

OTHER ASSETS AND LIABILITIES --- 0.02%		$	3,343

TOTAL NET ASSETS --- 100%		$	16,331,374
(Cost $16,178,724)

See notes to financial statements.



			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2025 PORTFOLIO II
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

28,880	Allianz NFJ Small Cap Value A	$	669,738
63,988	American Century Growth Inv		1,410,306
107,730	American Century Inflation Adjusted Bond		1,238,901
37,555	BlackRock U.S. Opportunities Inv A		1,201,388
16,940	Calvert Short Duration Income A		276,295
54,699	Goldman Sachs Midcap Value A		1,585,172
53,507	Harbor International Inv		2,910,257
80,295	Janus Adviser Perkins Mid Cap Value S		1,589,035
107,554	JP Morgan High Yield Bond		830,316
252,815	Maxim Bond Index Portfolio		3,312,254
324,253	Maxim Federated Bond Portfolio		3,323,595
123,375	Maxim Global Bond Portfolio		1,112,839
319,661	Maxim Index 600 Portfolio		2,339,919
237,893	Maxim Invesco ADR Portfolio		2,904,671
128,280	Maxim Janus Large Cap Growth Portfolio		1,416,171
40,474	Maxim Loomis Sayles Small-Cap Value Portfolio		670,253
214,422	Maxim MFS International Growth Portfolio		2,165,663
363,007	Maxim Money Market Portfolio		363,007
109,923	Maxim Putnam High Yield Bond Portfolio		834,318
644,296	Maxim S&P 500® Index		6,526,723
27,351	Maxim Short Duration Bond Portfolio		274,603
143,967	Maxim T Rowe Price Equity/Income Portfolio		1,862,932
80,612	Maxim T Rowe Price MidCap Growth Portfolio		1,205,143
90,074	MFS Value Fund A		1,870,845
172,800	Oppenheimer International Bond A		1,105,920
80,955	Sentinel Small Company A		510,013
56,735	Van Kampen Small Cap Growth A		507,777
108,477	Virtus Foreign Opportunities A		2,180,394

TOTAL FUND INVESTMENTS --- 99.99%		$	46,198,448
(Cost $45,797,221)

OTHER ASSETS AND LIABILITIES --- 0.01%		$	4,557

TOTAL NET ASSETS --- 100%		$	46,203,005
(Cost $45,797,221)

See notes to financial statements.



			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2025 PORTFOLIO III
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

1,598	Allianz NFJ Small Cap Value A	$	37,060
3,534	American Century Growth Inv		77,883
2,818	American Century Inflation Adjusted Bond		32,403
2,071	BlackRock U.S. Opportunities Inv A		66,255
465	Calvert Short Duration Income A		7,592
3,030	Goldman Sachs Midcap Value A		87,801
2,954	Harbor International Inv		160,672
4,447	Janus Adviser Perkins Mid Cap Value S		88,005
2,800	JP Morgan High Yield Bond		21,615
6,568	Maxim Bond Index Portfolio		86,032
8,424	Maxim Federated Bond Portfolio		86,348
3,270	Maxim Global Bond Portfolio		29,494
17,783	Maxim Index 600 Portfolio		130,168
13,130	Maxim Invesco ADR Portfolio		160,319
7,084	Maxim Janus Large Cap Growth Portfolio		78,170
2,240	Maxim Loomis Sayles Small-Cap Value Portfolio		37,097
11,855	Maxim MFS International Growth Portfolio		119,739
6,926	Maxim Money Market Portfolio		6,926
2,861	Maxim Putnam High Yield Bond Portfolio		21,717
35,622	Maxim S&P 500® Index		360,855
751	Maxim Short Duration Bond Portfolio		7,543
7,941	Maxim T Rowe Price Equity/Income Portfolio		102,763
4,445	Maxim T Rowe Price MidCap Growth Portfolio		66,451
4,969	MFS Value Fund A		103,198
4,578	Oppenheimer International Bond A		29,300
4,412	Sentinel Small Company A		27,793
3,092	Van Kampen Small Cap Growth A		27,670
6,000	Virtus Foreign Opportunities A		120,591

TOTAL FUND INVESTMENTS --- 100.01%		$	2,181,460
(Cost $2,118,927)

OTHER ASSETS AND LIABILITIES --- (0.01%)		$	(110)

TOTAL NET ASSETS --- 100%		$	2,181,350
(Cost $2,118,927)

See notes to financial statements.



			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2035 PORTFOLIO I
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

7,073	Allianz NFJ Small Cap Value A	$	164,020
13,239	American Century Growth Inv		291,784
5,841	American Century Inflation Adjusted Bond		67,167
7,815	BlackRock U.S. Opportunities Inv A		250,005
886	Calvert Short Duration Income A		14,442
11,097	Goldman Sachs Midcap Value A		321,604
13,050	Harbor International Inv		709,772
16,291	Janus Adviser Perkins Mid Cap Value S		322,407
20,370	JP Morgan High Yield Bond		157,258
48,489	Maxim Bond Index Portfolio		635,373
62,189	Maxim Federated Bond Portfolio		637,442
26,227	Maxim Global Bond Portfolio		236,567
79,968	Maxim Index 600 Portfolio		585,365
58,042	Maxim Invesco ADR Portfolio		708,690
26,540	Maxim Janus Large Cap Growth Portfolio		293,101
9,910	Maxim Loomis Sayles Small-Cap Value Portfolio		164,110
54,342	Maxim MFS International Growth Portfolio		548,851
20,177	Maxim Money Market Portfolio		20,177
20,818	Maxim Putnam High Yield Bond Portfolio		158,012
130,885	Maxim S&P 500® Index		1,325,868
1,430	Maxim Short Duration Bond Portfolio		14,356
28,686	Maxim T Rowe Price Equity/Income Portfolio		371,197
16,777	Maxim T Rowe Price MidCap Growth Portfolio		250,811
17,946	MFS Value Fund A		372,745
36,743	Oppenheimer International Bond A		235,155
20,290	Sentinel Small Company A		127,827
14,218	Van Kampen Small Cap Growth A		127,253
27,487	Virtus Foreign Opportunities A		552,491

TOTAL FUND INVESTMENTS --- 99.99%		$	9,663,850
(Cost $9,575,309)

OTHER ASSETS AND LIABILITIES --- 0.01%		$	647

TOTAL NET ASSETS --- 100%		$	9,664,497
(Cost $9,575,309)

See notes to financial statements.



			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2035 PORTFOLIO II
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

24,265	Allianz NFJ Small Cap Value A	$	562,697
45,686	American Century Growth Inv		1,006,929
10,074	American Century Inflation Adjusted Bond		115,852
26,793	BlackRock U.S. Opportunities Inv A		857,118
1,782	Calvert Short Duration Income A		29,067
38,030	Goldman Sachs Midcap Value A		1,102,120
45,212	Harbor International Inv		2,459,071
55,825	Janus Adviser Perkins Mid Cap Value S		1,104,782
31,881	JP Morgan High Yield Bond		246,124
74,832	Maxim Bond Index Portfolio		980,470
95,982	Maxim Federated Bond Portfolio		983,817
40,559	Maxim Global Bond Portfolio		365,839
273,688	Maxim Index 600 Portfolio		2,003,395
201,020	Maxim Invesco ADR Portfolio		2,454,451
91,573	Maxim Janus Large Cap Growth Portfolio		1,011,095
34,004	Maxim Loomis Sayles Small-Cap Value Portfolio		563,110
187,739	Maxim MFS International Growth Portfolio		1,896,161
31,905	Maxim Money Market Portfolio		31,905
32,582	Maxim Putnam High Yield Bond Portfolio		247,296
452,512	Maxim S&P 500® Index		4,583,950
2,877	Maxim Short Duration Bond Portfolio		28,888
99,605	Maxim T Rowe Price Equity/Income Portfolio		1,288,890
57,510	Maxim T Rowe Price MidCap Growth Portfolio		859,781
62,317	MFS Value Fund A		1,294,324
56,807	Oppenheimer International Bond A		363,566
69,216	Sentinel Small Company A		436,063
48,508	Van Kampen Small Cap Growth A		434,145
94,977	Virtus Foreign Opportunities A		1,909,044

TOTAL FUND INVESTMENTS --- 100.00%		$	29,219,950
(Cost $28,815,637)

OTHER ASSETS AND LIABILITIES --- 0.00%		$	(561)

TOTAL NET ASSETS --- 100%		$	29,219,389
(Cost $28,815,637)

See notes to financial statements.



			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2035 PORTFOLIO III
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

1,087	Allianz NFJ Small Cap Value A	$	25,197
2,048	American Century Growth Inv		45,140
212	American Century Inflation Adjusted Bond		2,436
1,206	BlackRock U.S. Opportunities Inv A		38,578
75	Calvert Short Duration Income A		1,223
1,708	Goldman Sachs Midcap Value A		49,500
2,022	Harbor International Inv		109,950
2,507	Janus Adviser Perkins Mid Cap Value S		49,615
726	JP Morgan High Yield Bond		5,606
1,574	Maxim Bond Index Portfolio		20,613
2,018	Maxim Federated Bond Portfolio		20,689
888	Maxim Global Bond Portfolio		8,006
12,300	Maxim Index 600 Portfolio		90,037
8,985	Maxim Invesco ADR Portfolio		109,708
4,106	Maxim Janus Large Cap Growth Portfolio		45,305
1,523	Maxim Loomis Sayles Small-Cap Value Portfolio		25,220
8,401	Maxim MFS International Growth Portfolio		84,848
1,220	Maxim Money Market Portfolio		1,220
742	Maxim Putnam High Yield Bond Portfolio		5,632
20,264	Maxim S&P 500® Index		205,274
121	Maxim Short Duration Bond Portfolio		1,215
4,449	Maxim T Rowe Price Equity/Income Portfolio		57,569
2,588	Maxim T Rowe Price MidCap Growth Portfolio		38,692
2,784	MFS Value Fund A		57,813
1,243	Oppenheimer International Bond A		7,953
3,133	Sentinel Small Company A		19,740
2,196	Van Kampen Small Cap Growth A		19,653
4,251	Virtus Foreign Opportunities A		85,452

TOTAL FUND INVESTMENTS --- 100.01%		$	1,231,884
(Cost $1,202,436)

OTHER ASSETS AND LIABILITIES --- (0.01%)		$	(145)

TOTAL NET ASSETS --- 100%		$	1,231,739
(Cost $1,202,436)

See notes to financial statements.			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2045 PORTFOLIO I
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

3,797	Allianz NFJ Small Cap Value A	$	88,054
6,198	American Century Growth Inv		136,606
3,620	BlackRock U.S. Opportunities Inv A		115,809
4,989	Goldman Sachs Midcap Value A		144,585
7,137	Harbor International Inv		388,179
7,325	Janus Adviser Perkins Mid Cap Value S		144,961
6,918	JP Morgan High Yield Bond		53,406
16,087	Maxim Bond Index Portfolio		210,755
20,623	Maxim Federated Bond Portfolio		211,386
10,228	Maxim Global Bond Portfolio		92,258
43,457	Maxim Index 600 Portfolio		318,104
31,768	Maxim Invesco ADR Portfolio		387,891
12,446	Maxim Janus Large Cap Growth Portfolio		137,387
5,317	Maxim Loomis Sayles Small-Cap Value Portfolio		88,056
30,611	Maxim MFS International Growth Portfolio		309,175
7,070	Maxim Putnam High Yield Bond Portfolio		53,660
60,061	Maxim S&P 500® Index		608,418
12,963	Maxim T Rowe Price Equity/Income Portfolio		167,737
7,803	Maxim T Rowe Price MidCap Growth Portfolio		116,653
8,112	MFS Value Fund A		168,478
14,333	Oppenheimer International Bond A		91,734
11,251	Sentinel Small Company A		70,882
7,881	Van Kampen Small Cap Growth A		70,535
15,469	Virtus Foreign Opportunities A		310,922

TOTAL FUND INVESTMENTS --- 100.00%		$	4,485,631
(Cost $4,448,535)

OTHER ASSETS AND LIABILITIES --- 0.00%		$	184

TOTAL NET ASSETS --- 100%		$	4,485,815
(Cost $4,448,535)

See notes to financial statements.


			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2045 PORTFOLIO II
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

12,491	Allianz NFJ Small Cap Value A	$	289,658
20,311	American Century Growth Inv		447,645
11,918	BlackRock U.S. Opportunities Inv A		381,252
16,366	Goldman Sachs Midcap Value A		474,290
23,417	Harbor International Inv		1,273,633
24,023	Janus Adviser Perkins Mid Cap Value S		475,414
10,386	JP Morgan High Yield Bond		80,182
25,383	Maxim Bond Index Portfolio		332,504
32,557	Maxim Federated Bond Portfolio		333,706
16,472	Maxim Global Bond Portfolio		148,581
143,124	Maxim Index 600 Portfolio		1,047,670
104,087	Maxim Invesco ADR Portfolio		1,270,905
40,720	Maxim Janus Large Cap Growth Portfolio		449,363
17,507	Maxim Loomis Sayles Small-Cap Value Portfolio		289,914
100,841	Maxim MFS International Growth Portfolio		1,018,496
10,614	Maxim Putnam High Yield Bond Portfolio		80,564
197,182	Maxim S&P 500® Index		1,997,457
42,372	Maxim T Rowe Price Equity/Income Portfolio		548,291
25,579	Maxim T Rowe Price MidCap Growth Portfolio		382,400
26,511	MFS Value Fund A		550,633
23,065	Oppenheimer International Bond A		147,618
36,923	Sentinel Small Company A		232,612
25,875	Van Kampen Small Cap Growth A		231,578
51,027	Virtus Foreign Opportunities A		1,025,641

TOTAL FUND INVESTMENTS --- 100.00%		$	13,510,007
(Cost $13,417,901)

OTHER ASSETS AND LIABILITIES --- 0.00%		$	(346)

TOTAL NET ASSETS --- 100%		$	13,509,661
(Cost $13,417,901)

See notes to financial statements.


			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2045 PORTFOLIO III
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

244	Allianz NFJ Small Cap Value A	$	5,669
398	American Century Growth Inv		8,777
234	BlackRock U.S. Opportunities Inv A		7,473
318	Goldman Sachs Midcap Value A		9,228
458	Harbor International Inv		24,935
467	Janus Adviser Perkins Mid Cap Value S		9,250
114	JP Morgan High Yield Bond		883
287	Maxim Bond Index Portfolio		3,764
369	Maxim Federated Bond Portfolio		3,777
184	Maxim Global Bond Portfolio		1,657
2,805	Maxim Index 600 Portfolio		20,535
2,038	Maxim Invesco ADR Portfolio		24,882
798	Maxim Janus Large Cap Growth Portfolio		8,810
343	Maxim Loomis Sayles Small-Cap Value Portfolio		5,675
1,966	Maxim MFS International Growth Portfolio		19,855
117	Maxim Putnam High Yield Bond Portfolio		887
3,855	Maxim S&P 500® Index		39,053
833	Maxim T Rowe Price Equity/Income Portfolio		10,774
501	Maxim T Rowe Price MidCap Growth Portfolio		7,495
521	MFS Value Fund A		10,819
257	Oppenheimer International Bond A		1,646
729	Sentinel Small Company A		4,593
511	Van Kampen Small Cap Growth A		4,573
995	Virtus Foreign Opportunities A		19,996

TOTAL FUND INVESTMENTS --- 100.01%		$	255,006
(Cost $243,255)

OTHER ASSETS AND LIABILITIES --- (0.01%)		$	(29)

TOTAL NET ASSETS --- 100%		$	254,977
(Cost $243,255)

See notes to financial statements.


			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2055 PORTFOLIO I
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

1,699	Allianz NFJ Small Cap Value A	$	39,407
2,385	American Century Growth Inv		52,557
1,403	BlackRock U.S. Opportunities Inv A		44,891
1,893	Goldman Sachs Midcap Value A		54,867
3,259	Harbor International Inv		177,258
2,779	Janus Adviser Perkins Mid Cap Value S		54,991
2,528	JP Morgan High Yield Bond		19,512
5,937	Maxim Bond Index Portfolio		77,847
7,618	Maxim Federated Bond Portfolio		78,082
4,687	Maxim Global Bond Portfolio		42,274
19,574	Maxim Index 600 Portfolio		143,280
14,499	Maxim Invesco ADR Portfolio		177,028
4,769	Maxim Janus Large Cap Growth Portfolio		52,773
2,382	Maxim Loomis Sayles Small-Cap Value Portfolio		39,443
14,277	Maxim MFS International Growth Portfolio		144,193
2,583	Maxim Putnam High Yield Bond Portfolio		19,607
22,870	Maxim S&P 500® Index		231,674
4,926	Maxim T Rowe Price Equity/Income Portfolio		63,745
3,012	Maxim T Rowe Price MidCap Growth Portfolio		45,035
3,080	MFS Value Fund A		63,979
6,568	Oppenheimer International Bond A		42,033
5,147	Sentinel Small Company A		32,428
3,610	Van Kampen Small Cap Growth A		32,307
7,223	Virtus Foreign Opportunities A		145,179

TOTAL FUND INVESTMENTS --- 99.99%		$	1,874,390
(Cost $1,836,796)

OTHER ASSETS AND LIABILITIES --- 0.01%		$	97

TOTAL NET ASSETS --- 100%		$	1,874,487
(Cost $1,836,796)

See notes to financial statements.


			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2055 PORTFOLIO II
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

1,449	Allianz NFJ Small Cap Value A	$	33,610
2,051	American Century Growth Inv		45,215
1,195	BlackRock U.S. Opportunities Inv A		38,212
1,626	Goldman Sachs Midcap Value A		47,129
2,792	Harbor International Inv		151,833
2,387	Janus Adviser Perkins Mid Cap Value S		47,248
1,048	JP Morgan High Yield Bond		8,091
2,517	Maxim Bond Index Portfolio		32,969
3,227	Maxim Federated Bond Portfolio		33,080
1,978	Maxim Global Bond Portfolio		17,844
16,839	Maxim Index 600 Portfolio		123,262
12,412	Maxim Invesco ADR Portfolio		151,545
4,115	Maxim Janus Large Cap Growth Portfolio		45,416
2,031	Maxim Loomis Sayles Small-Cap Value Portfolio		33,630
12,273	Maxim MFS International Growth Portfolio		123,958
1,071	Maxim Putnam High Yield Bond Portfolio		8,130
19,728	Maxim S&P 500® Index		199,840
4,207	Maxim T Rowe Price Equity/Income Portfolio		54,433
2,564	Maxim T Rowe Price MidCap Growth Portfolio		38,335
2,632	MFS Value Fund A		54,672
2,771	Oppenheimer International Bond A		17,734
4,412	Sentinel Small Company A		27,793
3,091	Van Kampen Small Cap Growth A		27,668
6,208	Virtus Foreign Opportunities A		124,776

TOTAL FUND INVESTMENTS --- 100.01%		$	1,486,423
(Cost $1,467,213)

OTHER ASSETS AND LIABILITIES --- (0.01%)		$	(92)

TOTAL NET ASSETS --- 100%		$	1,486,331
(Cost $1,467,213)

See notes to financial statements.


			(Continued)

MAXIM SERIES FUND, INC.

MAXIM LIFETIME 2055 PORTFOLIO III
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2009


FUND INVESTMENTS

Shares			Value ($)

59	Allianz NFJ Small Cap Value A	$	1,369
83	American Century Growth Inv		1,831
49	BlackRock U.S. Opportunities Inv A		1,568
66	Goldman Sachs Midcap Value A		1,912
114	Harbor International Inv		6,178
97	Janus Adviser Perkins Mid Cap Value S		1,916
26	JP Morgan High Yield Bond		202
61	Maxim Bond Index Portfolio		805
79	Maxim Federated Bond Portfolio		808
49	Maxim Global Bond Portfolio		438
683	Maxim Index 600 Portfolio		4,999
505	Maxim Invesco ADR Portfolio		6,164
167	Maxim Janus Large Cap Growth Portfolio		1,838
83	Maxim Loomis Sayles Small-Cap Value Portfolio		1,371
497	Maxim MFS International Growth Portfolio		5,015
27	Maxim Putnam High Yield Bond Portfolio		203
800	Maxim S&P 500® Index		8,104
172	Maxim T Rowe Price Equity/Income Portfolio		2,226
105	Maxim T Rowe Price MidCap Growth Portfolio		1,572
108	MFS Value Fund A		2,235
68	Oppenheimer International Bond A		435
178	Sentinel Small Company A		1,123
125	Van Kampen Small Cap Growth A		1,118
251	Virtus Foreign Opportunities A		5,050

TOTAL FUND INVESTMENTS --- 100.01%		$	58,480
(Cost $50,943)

OTHER ASSETS AND LIABILITIES --- (0.01%)		$	(4)

TOTAL NET ASSETS --- 100%		$	58,476
(Cost $50,943)

See notes to financial statements.


			(Concluded)

Fund Directors and Officers

Maxim Series Fund, Inc. (the “Fund’) is organized under Maryland law, and is governed by the Board of Directors (the “Board”). The Board is responsible for overall management of the Fund’s business affairs. The Board meets regularly to review a wide variety of matters affecting the Fund, including performance, compliance matters, advisory fees and expenses, service providers, and other business affairs. The Board elects the Fund’s officers. The business address of each Director and officer is 8515 E. Orchard Road, Greenwood Village, Colorado 80111. Each Director and officer oversees 54 portfolios, each of which is a series of the Fund. The following table provides information about each of the Directors and officers of the Fund.

Independent Directors*
Name (Year of Birth) Year Elected	Principal Occupation(s) During Past Five Years and Directorships of Other Public Companies
Sanford Zisman (1939) 1982	Attorney, Law Firm of Zisman,& Ingraham, P.C.
Richard P. Koeppe (1931) 1987	Retired educator
Gail H. Klapper (1943) 2007	Director, Guaranty Bancorp; Managing Attorney, Klapper Law Firm; Member, The Colorado Forum

*A Director who is not an “interested person” of the Fund (as defined in the Investment Company Act of 1940, as amended) is referred to as an “Independent Director.”

Interested Directors*
Name (Year of Birth) Year Elected	Principal Occupation(s) During Past Five Years and Directorships of Other Public Companies
Mitchell T.G. Graye (1955) 2000 (as Director) 2008 (as Chairman)	President and Chief Executive Officer, Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company, and GWL&A Financial Inc.; President and Chief Executive Officer, U.S. Operations, The Great-West Life Assurance Company, The Canada Life Assurance Company and The Crown Life Insurance Company
Charles P. Nelson (1961) 2008	Executive Vice President, Retirement Services, Great-West Life & Annuity Insurance Company and First Great-West Life & Annuity Insurance Company; Chairman and President, Advised Assets Group, LLC, EMJAY Corporation, EMJAY Retirement Plan Services, Inc. and FASCore, LLC; Chairman, President and Chief Executive Officer, GWFS Equities, Inc.; Manager, MCM

*An “Interested Director” refers to a Director who is an “interested person” of the Fund (as defined in the Investment Company Act of 1940, as amended) by virtue of their affiliation with either the Fund or GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (“MCM”).

Interested Officers*
Name (Year of Birth) Title Year Elected	Principal Occupations During Past 5 Years
Mitchell T.G. Graye (1955) President 2008	President and Chief Executive Officer, Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company, and GWL&A Financial Inc.; President and Chief Executive Officer, U.S. Operations, The Great-West Life Assurance Company, The Canada Life Assurance Company and The Crown Life Insurance Company
Mary C. Maiers (1967) Treasurer and Investment Operations Compliance Officer 2008	Vice President, Investment Operations, Great-West Life & Annuity Insurance Company and First Great-West Life & Annuity Insurance Company; Vice President and Investment Compliance Officer, GWFS Equities, Inc.; Treasurer and Investment Operations Compliance Officer, MCM
Beverly A. Byrne (1955) Secretary and Chief Compliance Officer 1997	Chief Compliance Officer, Chief Legal Counsel, Financial Services, Great-West Life & Annuity Insurance Company and First Great-West Life & Annuity Insurance Company; Secretary and Chief Compliance Officer, Advised Assets Group, LLC, MCM and GWFS Equities, Inc.; Secretary and Compliance Officer, EMJAY Corporation and EMJAY Retirement Plan Services, Inc.; Chief Legal Officer and Secretary, FASCore, LLC

*An “Interested Officer” refers to an officer who is an “interested person” of the Fund (as defined in the Investment Company Act of 1940, as amended) by virtue of their affiliation with either the Fund or MCM.

Remuneration Paid to Directors

The Fund pays no salaries or compensation to any of the Interested Directors or Officers. The chart below sets forth the total compensation paid to the Independent Directors during the Fund’s most recently completed fiscal year.

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
R.P. Koeppe	$67,700	0	0	$67,700
S. Zisman	$64,000	0	0	$64,000
G.H. Klapper	$67,700	0	0	$67,000

Additional information about the Fund and its Directors is available in the Fund’s Statement of Additional Information (“SAI”), which can be obtained free of charge upon request to: Secretary, Maxim Series Fund, Inc., 8525 East Orchard Road, Greenwood Village, Colorado 80111; (866) 831-7129. The SAI is also available on the Fund’s web site at http://www.maximfunds.com.

Approval of Sub-Advisory Agreements for Maxim Putnam High Yield Bond Portfolio and Maxim MFS International Value Portfolio

The Board of Directors (“Board”) of Maxim Series Fund, Inc. (the “Fund”), including the Directors who are not interested persons of the Fund (the “Independent Directors”), at a meeting held on August 11, 2009, approved a new Sub-Advisory Agreement among the Fund, GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (“MCM”), and Massachusetts Financial Services Company (“MFS”) with respect to the Maxim MFS International Value Portfolio (formerly, the Maxim Bernstein International Equity Portfolio). At a meeting held on April 23, 2009, the Board, including the Independent Directors, approved a new Sub-Advisory Agreement among the Fund, MCM and Putnam Investment Management, LLC (“Putnam”) with respect to the Maxim Putnam High Yield Bond Portfolio (formerly, the Maxim High Yield Bond Portfolio). These Sub-Advisory Agreements are collectively referred to as the “Agreements,” and Putnam and MFS are collectively referred to as the “Sub-Advisers.”

Pursuant to the Investment Advisory Agreement between the Fund and MCM, 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.

The Fund operates under a manager-of-managers structure pursuant to an exemptive order issued by the United States Securities and Exchange Commission (the “SEC”), which permits MCM to enter into and materially amend Sub-Advisory Agreements with Board approval but without shareholder approval, subject to certain conditions. The Sub-Advisory Agreement with MFS was approved by the Board without shareholder approval in accordance with the terms of the exemptive order. The relief granted by the exemptive order, however, does not extend to a sub-adviser that is an affiliated person of the Fund or MCM, other than by reason of serving as a sub-adviser to one or more of the Fund’s portfolios. Because Putnam is, or could be deemed to be, an affiliated person of MCM by virtue of being under common control with MCM, the Sub-Advisory Agreement with Putnam was approved by the Board subject to shareholder approval. The Sub-Advisory Agreement was subsequently approved by shareholders at a special meeting of shareholders held on July 31, 2009.

Under the manager-of-managers 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 Agreements, each of Putnam and MFS, 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.

In approving the Agreements, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Agreements. 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.

Prior to approving the Agreements, MCM, at the request of the Board, conducted a thorough search for replacement sub-advisers for the Portfolios. The Board requested that MCM conduct the search for replacement sub-advisers as a result of poor investment performance of the Portfolios under the management of the then current sub-advisers. Requests for Proposals were sent to more than 20 potential replacement sub-advisers for each Portfolio. MCM received more than 15 proposals for each Portfolio. MCM then analyzed the proposals using various fund analytics and conducted additional research to narrow the list of potential replacement sub-advisers. The MCM Investment Committee then interviewed the potential replacement sub-advisers in person. Based on those interviews and the totality of information made available to it, MCM then recommended to the Board that the Sub-Advisers be selected as the new sub-advisers for the Portfolios.

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 Agreements are discussed below.

Nature, Extent and Quality of Services

The Board considered the nature, extent and quality of services to be provided to the Portfolios by the Sub-Advisers. Among other things, the Board considered each Sub-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 Portfolio, and its ability to provide research and obtain and evaluate the economic, statistical and financial data relevant to the investment policies of the Portfolio. The Board also considered each Sub-Adviser's reputation for management of its investment strategies, its overall financial condition, technical resources, operational capabilities, and compliance policies and procedures. In addition, the Board considered each Sub-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. The Board concluded that it was satisfied with the nature, extent and quality of the services to be provided to the Portfolios by the Sub-Advisers.

Investment Performance

The Board reviewed information regarding the investment performance of similar funds currently managed by Putnam and MFS as well as similar funds managed by other companies and the peer groups for the applicable asset classes. With regard to the Maxim MFS International Value Portfolio, the Board also reviewed information regarding the investment performance of the Portfolio as managed by its previous sub-adviser, AllianceBernstein LLP (“Bernstein”), and as compared against various benchmarks. The performance information included the annualized returns for the one-, three-, five-, and ten-year periods ended December 31, 2008 for Putnam and MFS, to the extent applicable, risk weighted performance measures, and each Portfolio’s Morningstar category and overall ratings.

The Board noted the investment returns of the similarly managed Putnam High Yield Advantage Fund (Class Y) exceeded those of the Maxim Putnam High Yield Bond Portfolio over the 1-, 3-, and 5-year periods and also exceeded the returns of the Morningstar High Yield Bond Category Average over the 1-, 3-, 5- and 10-year periods. Based on the information provided, the Board concluded that it was satisfied with the performance of Putnam as compared against various benchmarks, as well as against similar funds managed by other companies and against the peer group for the asset class.

Based on the information provided, the Board concluded that the Maxim MFS International Value Portfolio, as managed by Bernstein, underperformed as compared against various benchmarks, as well as against similar funds currently managed by MFS and other companies, and the peer group for the applicable asset class.

Profitability and Other Benefits to Putnam and MFS

The Board did not consider profitability information with respect to the Sub-Advisers. The Sub-Advisers’ separate profitability apart from their relationship with the Fund was not a material factor in determining whether to approve the Agreements.

The Board considered potential “fall-out” or ancillary benefits that could be received by the Sub-Advisers as a result of their relationship with the Fund, and noted that such benefits could include, among other, benefits directly attributable to their relationship with the Fund (such as soft-dollar credits, which are credits obtained with portfolio brokerage commissions that are used to purchase research products and services from brokers) and benefits potentially derived from an increase in the Sub-Advisers’ business as a result of their relationship with the Fund. The Board concluded that other ancillary benefits that the Sub-Advisers and their affiliates could receive were not unreasonable.

Economies of Scale

The Board considered the expense ratio of each Portfolio and noted that the overall expenses of the Portfolios would remain the same under the Agreements. The Board did not review specific information regarding anticipated economies of scale with respect to the management of the Portfolios because it regards that information as less relevant at the sub-adviser level. The Board reviews information regarding potential economies of scale at its annual meeting when considering the renewal of the MCM Investment Advisory Agreement and the Fund’s various sub-advisory agreements.

Management Fees and Expenses

The Board considered and reviewed the current management fees and expenses for the Portfolios together with the proposed sub-advisory fees, noting that, because the sub-advisory fees are paid out of the management fees that MCM receives from the Portfolios, there would be no change in the level of management fees paid by shareholders of the Portfolios as a result of a change of sub-advisers. The Board also considered and reviewed the current sub-advisory fees and new sub-advisory fees to be paid in relation to the Portfolios, noting that the new sub-advisory fees would be lower. The Board was aware that, because the new sub-advisory fees are lower, MCM will retain a greater portion of the management fees paid by shareholders as a result of a change of sub-advisers.

In evaluating the management and sub-advisory fees, the Board 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 Portfolios. Regarding Maxim MFS International Value Portfolio, the Board also considered the fees payable by and the total expense ratios of similar funds managed by other advisers and similar funds managed by MFS.

Based on the information provided, the Board concluded that the total expenses of the Portfolios (including management fees) were within the range of fees paid by similar funds. The Board also concluded that the expense ratio for the Maxim Putnam High Yield Bond Portfolio was near the median expense ratio for its Morningstar fund category. Regarding the Maxim MFS International Value Portfolio, the Board concluded that the Portfolio’s expense ratio was generally near or below the median expense ratio for its Morningstar fund category.

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 1-866-831-7129, 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 December 31 is available without charge, upon request, by calling 1-866-831-7129, 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 a 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 substantive 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: $315,080 for fiscal year 2008 and $390,120 for fiscal year 2009.

(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: $37,500 for fiscal year 2008 and $79,500 for fiscal year 2009. 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: $138,345 for fiscal year 2008 and $144,625 for fiscal year 2009. 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 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 2008 equaled $3,004,438 and for fiscal year 2009 equaled $985,800.

(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.

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.

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 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

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

ITEM 6. INVESTMENTS.

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors as described in general instructions on Form N-CSR, Item10.

ITEM 11. CONTROLS AND PROCEDURES.

(a)

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

(b)

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

ITEM 12. EXHIBITS.

(a) (1) Code of Ethics required by Item 2 of Form N-CSR is filed herewith.

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

SIGNATURES

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

MAXIM SERIES FUND, INC.

By:	/s/ M.T.G. Graye
	M.T.G. Graye
	President

Date:	February 22, 2010

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:	February 22, 2010

By:	/s/ M.C. Maiers
	M.C. Maiers
	Treasurer and Investment Operations Compliance Officer

Date:	February 22, 2010