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

Maxim Series Fund, Inc.

8515 E. Orchard Road

Greenwood Village, Colorado 80111

(Name and address of agent for service)

Registrant's telephone number, including area code: (866) 831-7129

Date of fiscal year end: December 31

Date of reporting period: June 30, 2010

MAXIM SERIES FUND, INC.

Maxim Aggressive Profile II, Maxim Conservative Profile II,

Maxim Moderate Profile II, Maxim Moderately Aggressive Profile II

and Maxim Moderately Conservative Profile II Portfolios

Semi-Annual Report

June 30, 2010

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

 MAXIM SERIES FUND, INC.

Financial Reports for the Six Months Ended June 30, 2010 

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

MAXIM SERIES FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 2010
UNAUDITED
										MAXIM			MAXIM
	MAXIM			MAXIM			MAXIM			MODERATELY			MODERATELY
	AGGRESSIVE			CONSERVATIVE			MODERATE			AGGRESSIVE			CONSERVATIVE
	PROFILE II			PROFILE II			PROFILE II			PROFILE II			PROFILE II
	PORTFOLIO			PORTFOLIO			PORTFOLIO			PORTFOLIO			PORTFOLIO
ASSETS:
Investments at market value, affiliated  (1)	$	529,274,649		$	269,066,781		$	914,834,763		$	249,943,248		$	71,104,903
Total assets		529,274,649			269,066,781			914,834,763			249,943,248			71,104,903
LIABILITIES:
Due to investment adviser		7,528			3,726			12,821			3,520			991
NET ASSETS	$	529,267,121		$	269,063,055		$	914,821,942		$	249,939,728		$	71,103,912
NET ASSETS REPRESENTED BY:
Capital stock, $.10 par value	$	9,416,394		$	3,170,825		$	13,166,262		$	3,114,537		$	809,751
Additional paid-in capital		708,849,424			282,293,377			1,063,844,960			267,601,995			74,514,819
Net unrealized appreciation (depreciation) on investments		(84,083,355	)		14,059,971			12,948,210			984,715			797,624
Overdistributed net investment income		(2,977	)		(1,486	)		(5,095	)		(1,396	)		(395	)
Accumulated net realized loss on investments		(104,912,365	)		(30,459,632	)		(175,132,395	)		(21,760,123	)		(5,017,887	)
NET ASSETS	$	529,267,121		$	269,063,055		$	914,821,942		$	249,939,728		$	71,103,912
NET ASSET VALUE PER OUTSTANDING SHARE	$	5.62		$	8.49		$	6.95		$	8.02		$	8.78
(Offering and Redemption Price)
SHARES OF CAPITAL STOCK:
Authorized		175,000,000			100,000,000			200,000,000			100,000,000			100,000,000
Outstanding		94,163,937			31,708,250			131,662,624			31,145,374			8,097,508
(1)  Cost of investments, affiliated	$	613,358,004		$	255,006,810		$	901,886,553		$	248,958,533		$	70,307,279
See notes to financial statements.

MAXIM SERIES FUND, INC.
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2010
UNAUDITED
										MAXIM			MAXIM
	MAXIM			MAXIM			MAXIM			MODERATELY			MODERATELY
	AGGRESSIVE			CONSERVATIVE			MODERATE			AGGRESSIVE			CONSERVATIVE
	PROFILE II			PROFILE II			PROFILE II			PROFILE II			PROFILE II
	PORTFOLIO			PORTFOLIO			PORTFOLIO			PORTFOLIO			PORTFOLIO
INVESTMENT INCOME:
Income distributions received, affiliated	$	1,108,915		$	3,103,813		$	6,065,815		$	1,444,797		$	594,982
EXPENSES:
Management fees		285,170			133,986			467,611			113,264			32,281
NET INVESTMENT INCOME		823,745			2,969,827			5,598,204			1,331,533			562,701
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments, affiliated		(21,575,434	)		1,135,560			(16,443,605	)		68,665			2,830,495
Change in net unrealized appreciation (depreciation) on investments		(14,330,484	)		(3,397,613	)		(13,814,761	)		(7,235,155	)		(3,854,728	)
Net realized and unrealized loss on investments		(35,905,918	)		(2,262,053	)		(30,258,366	)		(7,166,490	)		(1,024,233	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS	$	(35,082,173	)	$	707,774		$	(24,660,162	)	$	(5,834,957	)	$	(461,532	)
See notes to financial statements.

MAXIM SERIES FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED JUNE 30, 2010 AND YEAR ENDED DECEMBER 31, 2009
	MAXIM AGGRESSIVE PROFILE II PORTFOLIO						MAXIM CONSERVATIVE PROFILE II PORTFOLIO						MAXIM MODERATE PROFILE II PORTFOLIO
	2010			2009			2010			2009			2010			2009
	UNAUDITED						UNAUDITED						UNAUDITED
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	823,745		$	3,795,299		$	2,969,827		$	6,511,452		$	5,598,204		$	13,485,584
Net realized gain (loss) on investments		(21,575,434	)		(50,007,149	)		1,135,560			(21,443,631	)		(16,443,605	)		(123,100,437	)
Capital gain distributions received		0			1,145,601			0			641,898			0			2,437,094
Change in net unrealized appreciation (depreciation) on investments		(14,330,484	)		183,438,754			(3,397,613	)		56,815,046			(13,814,761	)		293,036,445
Net increase (decrease) in net assets resulting from operations		(35,082,173	)		138,372,505			707,774			42,524,765			(24,660,162	)		185,858,686
DISTRIBUTIONS:
From net investment income		(826,722	)		(4,322,525	)		(2,971,313	)		(6,929,929	)		(5,603,299	)		(14,758,701	)
From net realized gains		0			(9,713,823	)		0			(5,379,064	)		0			(28,682,835	)
Total distributions		(826,722	)		(14,036,348	)		(2,971,313	)		(12,308,993	)		(5,603,299	)		(43,441,536	)
SHARE TRANSACTIONS:
Net proceeds from sales of shares		165,596,187			217,061,187			87,230,753			147,155,947			271,013,413			326,533,924
Reinvestment of distributions		826,722			14,036,348			2,971,313			12,308,993			5,603,299			43,441,536
Redemptions of shares		(140,462,371	)		(223,785,214	)		(73,625,559	)		(130,640,875	)		(189,296,793	)		(448,472,938	)
Net increase (decrease) in net assets resulting from share transactions		25,960,538			7,312,321			16,576,507			28,824,065			87,319,919			(78,497,478	)
Total increase (decrease) in net assets		(9,948,357	)		131,648,478			14,312,968			59,039,837			57,056,458			63,919,672
NET ASSETS:
Beginning of period		539,215,478			407,567,000			254,750,087			195,710,250			857,765,484			793,845,812
End of period  (1)	$	529,267,121		$	539,215,478		$	269,063,055		$	254,750,087		$	914,821,942		$	857,765,484
		0			0			0			0			0			0
OTHER INFORMATION:
SHARES:
Sold		27,431,876			42,742,518			10,038,387			18,337,851			37,628,861			49,899,423
Issued in reinvestment of distributions		145,807			2,524,071			349,156			1,482,412			802,765			6,319,006
Redeemed		(22,789,554	)		(43,360,392	)		(8,432,558	)		(16,240,828	)		(25,797,329	)		(67,794,046	)
Net increase (decrease)		4,788,129			1,906,197			1,954,985			3,579,435			12,634,297			(11,575,617	)
(1)  Including overdistributed net investment income	$	(2,977	)	$	0		$	(1,486	)	$	0		$	(5,095	)	$	0
See notes to financial statements.
																(Continued)

MAXIM SERIES FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED JUNE 30, 2010 AND YEAR ENDED DECEMBER 31, 2009
	MAXIM MODERATELY AGGRESSIVE PROFILE II PORTFOLIO						MAXIM MODERATELY CONSERVATIVE PROFILE II PORTFOLIO
	2010			2009			2010			2009
	UNAUDITED						UNAUDITED
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,331,533		$	1,513,879		$	562,701		$	708,334
Net realized gain (loss) on investments		68,665			(13,904,970	)		2,830,495			(4,393,454	)
Capital gain distributions received		0			287,745			0			92,083
Change in net unrealized appreciation on investments		(7,235,155	)		37,818,335			(3,854,728	)		10,909,005
Net increase (decrease) in net assets resulting from operations		(5,834,957	)		25,714,989			(461,532	)		7,315,968
DISTRIBUTIONS:
From net investment income		(1,332,929	)		(1,651,792	)		(563,096	)		(759,744	)
From net realized gains		0			(368,737	)		0			(1,107,991	)
Total distributions		(1,332,929	)		(2,020,529	)		(563,096	)		(1,867,735	)
SHARE TRANSACTIONS:
Net proceeds from sales of shares		174,020,709			54,954,735			46,495,333			24,921,474
Reinvestment of distributions		1,332,929			2,020,529			563,096			1,867,735
Redemptions of shares		(32,626,383	)		(34,640,907	)		(13,445,719	)		(21,613,388	)
Net increase in net assets resulting share transactions		142,727,255			22,334,357			33,612,710			5,175,821
Total increase in net assets		135,559,369			46,028,817			32,588,082			10,624,054
NET ASSETS:
Beginning of period		114,380,359			68,351,542			38,515,830			27,891,776
End of period  (1)	$	249,939,728		$	114,380,359		$	71,103,912		$	38,515,830
OTHER INFORMATION:
SHARES:
Sold		21,175,257			7,706,959			5,206,644			3,052,490
Issued in reinvestment of distributions		164,967			256,267			63,843			213,075
Redeemed		(3,797,341	)		(4,632,374	)		(1,464,244	)		(2,591,693	)
Net increase		17,542,883			3,330,852			3,806,243			673,872
(1)  Including overdistributed net investment income	$	(1,396	)	$	0		$	(395	)	$	0
See notes to financial statements.

MAXIM SERIES FUND, INC.
MAXIM AGGRESSIVE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended					Year Ended December 31,
		June 30, 2010					2009			2008			2007			2006			2005
		UNAUDITED
Net Asset Value, Beginning of Period		$	6.03				$	4.66		$	8.67		$	9.25		$	9.44		$	9.61
Income from Investment Operations
Net investment income			0.01					0.05			0.06			0.12			0.22			0.12
Capital gain distributions received			0.00					0.01			0.23			0.64			0.77			0.65
Total distributions received			0.01					0.06			0.29			0.76			0.99			0.77
Net realized and unrealized gain (loss) on investments			(0.41	)				1.47			(3.53	)		(0.10	)		0.41			0.08
Total Income (Loss) From Investment Operations			(0.40	)				1.53			(3.24	)		0.66			1.40			0.85
Less Distributions
From net investment income			(0.01	)				(0.05	)		(0.06	)		(0.12	)		(0.22	)		(0.12	)
From net realized gains			0.00					(0.11	)		(0.71	)		(1.12	)		(1.37	)		(0.90	)
Total Distributions			(0.01	)				(0.16	)		(0.77	)		(1.24	)		(1.59	)		(1.02	)
Net Asset Value, End of Period		$	5.62				$	6.03		$	4.66		$	8.67		$	9.25		$	9.44
Total Return ±			(6.65	%)	^			33.02	%		(39.90	%)		7.35	%		15.59	%		8.97	%
Net Assets, End of Period ($000)		$	529,267				$	539,215		$	407,567		$	754,558		$	779,700		$	719,786
Ratio of Expenses to Average Net Assets #			0.10	%		*		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Ratio of Net Investment Income to Average Net Assets			0.29	%		*		0.83	%		0.90	%		1.26	%		2.22	%		1.22	%
Portfolio Turnover Rate			17.13	%	^			22.88	%		58.62	%		17.27	%		21.79	%		22.08	%
±	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.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
#	Does not include expenses of the investment companies in which the portfolio invests.
*	Annualized
See notes to financial statements.																			(Continued)

MAXIM SERIES FUND, INC.
MAXIM CONSERVATIVE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended					Year Ended December 31,
		June 30, 2010					2009			2008			2007			2006			2005
		UNAUDITED
Net Asset Value, Beginning of Period		$	8.56				$	7.48		$	9.29		$	9.50		$	9.46		$	9.61
Income from Investment Operations
Net investment income			0.09					0.23			0.35			0.30			0.32			0.32
Capital gain distributions received			0.00					0.02			0.14			0.20			0.26			0.19
Total distributions received			0.09					0.25			0.49			0.50			0.58			0.51
Net realized and unrealized gain (loss) on investments			(0.07	)				1.26			(1.73	)		0.01			0.17			(0.10	)
Total Income (Loss) From Investment Operations			0.02					1.51			(1.24	)		0.51			0.75			0.41
Less Distributions
From net investment income			(0.09	)				(0.24	)		(0.34	)		(0.30	)		(0.32	)		(0.32	)
From net realized gains			0.00					(0.19	)		(0.23	)		(0.42	)		(0.39	)		(0.24	)
Total Distributions			(0.09	)				(0.43	)		(0.57	)		(0.72	)		(0.71	)		(0.56	)
Net Asset Value, End of Period		$	8.49				$	8.56		$	7.48		$	9.29		$	9.50		$	9.46
Total Return ±			0.29	%	^			20.51	%		(13.67	%)		5.69	%		8.12	%		4.32	%
Net Assets, End of Period ($000)		$	269,063				$	254,750		$	195,710		$	234,332		$	219,625		$	216,132
Ratio of Expenses to Average Net Assets #			0.10	%		*		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Ratio of Net Investment Income to Average Net Assets			2.22	%		*		2.92	%		4.05	%		3.23	%		3.25	%		3.27	%
Portfolio Turnover Rate			19.93	%	^			31.67	%		51.82	%		27.31	%		23.17	%		43.41	%
±	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.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
#	Does not include expenses of the investment companies in which the portfolio invests.
*	Annualized
See notes to financial statements.																			(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
			Six Months Ended					Year Ended December 31,
			June 30, 2010					2009			2008			2007			2006			2005
			UNAUDITED
Net Asset Value, Beginning of Period			$	7.21				$	6.08		$	8.72		$	9.09		$	9.17		$	9.32
Income from Investment Operations
Net investment income				0.04					0.12			0.21			0.21			0.26			0.22
Capital gain distributions received				0.00					0.02			0.21			0.40			0.52			0.41
Total distributions received				0.04					0.14			0.42			0.61			0.78			0.63
Net realized and unrealized gain (loss) on investments				(0.26	)				1.34			(2.36	)		0.02			0.29			(0.04	)
Total Income (Loss) From Investment Operations				(0.22	)				1.48			(1.94	)		0.63			1.07			0.59
Less Distributions
From net investment income				(0.04	)				(0.12	)		(0.21	)		(0.21	)		(0.26	)		(0.22	)
From net realized gains				0.00					(0.23	)		(0.49	)		(0.79	)		(0.89	)		(0.52	)
Total Distributions				(0.04	)				(0.35	)		(0.70	)		(1.00	)		(1.15	)		(0.74	)
Net Asset Value, End of Period			$	6.95				$	7.21		$	6.08		$	8.72		$	9.09		$	9.17
Total Return ±				(3.01	%)	^			24.67	%		(23.14	%)		7.22	%		12.20	%		6.38	%
Net Assets, End of Period ($000)			$	914,822				$	857,765		$	793,846		$	1,118,812		$	1,125,322		$	1,021,073
Ratio of Expenses to Average Net Assets #				0.10	%		*		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Ratio of Net Investment Income to Average Net Assets				1.20	%		*		1.66	%		2.73	%		2.34	%		2.78	%		2.13	%
Portfolio Turnover Rate				18.23	%	^			25.46	%		54.20	%		23.43	%		21.02	%		36.96	%
	±	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.
^		Based on operations for the period shown and, accordingly, are not representative of a full year.
	#	Does not include expenses of the investment companies in which the portfolio invests.
	*	Annualized
See notes to financial statements.																				(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATELY AGGRESSIVE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended					Year Ended December 31,
		June 30, 2010					2009			2008			2007			2006			2005
		UNAUDITED
Net Asset Value, Beginning of Period		$	8.41				$	6.65		$	10.47		$	10.95		$	10.12		$	9.58
Income from Investment Operations
Net investment income			0.04					0.12			0.23			0.26			0.33			0.21
Capital gain distributions received			0.00					0.02			0.25			0.57			0.71			0.58
Total distributions received			0.04					0.14			0.48			0.83			1.04			0.79
Net realized and unrealized gain (loss) on investments			(0.39	)				1.78			(3.51	)		(0.04	)		0.37			(0.04	)
Total Income (Loss) From Investment Operations			(0.35	)				1.92			(3.03	)		0.79			1.41			0.75
Less Distributions
From net investment income			(0.04	)				(0.13	)		(0.22	)		(0.26	)		(0.33	)		(0.21	)
From net realized gains			0.00					(0.03	)		(0.57	)		(1.01	)		(0.25	)		0.00
Total Distributions			(0.04	)				(0.16	)		(0.79	)		(1.27	)		(0.58	)		(0.21	)
Net Asset Value, End of Period		$	8.02				$	8.41		$	6.65		$	10.47		$	10.95		$	10.12
Total Return ±			(4.13	%)	^			28.93	%		(30.25	%)		7.44	%		13.97	%		7.83	%
Net Assets, End of Period ($000)		$	249,940				$	114,380		$	68,352		$	95,203		$	90,577		$	81,369
Ratio of Expenses to Average Net Assets #			0.10	%		*		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Ratio of Net Investment Income to Average Net Assets			1.18	%		*		1.68	%		2.78	%		2.35	%		3.01	%		2.19	%
Portfolio Turnover Rate			13.61	%	^			35.81	%		71.86	%		41.74	%		32.93	%		38.44	%
±	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.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
#	Does not include expenses of the investment companies in which the portfolio invests.
*	Annualized
See notes to financial statements.																			(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATELY CONSERVATIVE PROFILE II PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock of the portfolio for the periods indicated are as follows:
		Six Months Ended					Year Ended December 31,
		June 30, 2010					2009			2008			2007			2006			2005
		UNAUDITED
Net Asset Value, Beginning of Period		$	8.98				$	7.71		$	10.14		$	10.42		$	9.90		$	9.56
Income from Investment Operations
Net investment income			0.07					0.26			0.29			0.28			0.29			0.24
Capital gain distributions received			0.00					0.02			0.20			0.37			0.47			0.34
Total distributions received			0.07					0.28			0.49			0.65			0.76			0.58
Net realized and unrealized gain (loss) on investments			(0.20	)				1.43			(2.27	)		0.01			0.24			0.00
Total Income (Loss) From Investment Operations			(0.13	)				1.71			(1.78	)		0.66			1.00			0.58
Less Distributions
From net investment income			(0.07	)				(0.27	)		(0.28	)		(0.28	)		(0.29	)		(0.24	)
From net realized gains			0.00					(0.17	)		(0.37	)		(0.66	)		(0.19	)		0.00
Total Distributions			(0.07	)				(0.44	)		(0.65	)		(0.94	)		(0.48	)		(0.24	)
Net Asset Value, End of Period		$	8.78				$	8.98		$	7.71		$	10.14		$	10.42		$	9.90
Total Return ±			(1.34	%)	^			22.30	%		(18.16	%)		6.60	%		10.15	%		6.05	%
Net Assets, End of Period ($000)		$	71,104				$	38,516		$	27,892		$	28,303		$	21,372		$	19,722
Ratio of Expenses to Average Net Assets #			0.10	%		*		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Ratio of Net Investment Income to Average Net Assets			1.74	%		*		2.11	%		3.53	%		2.80	%		2.75	%		2.46	%
Portfolio Turnover Rate			21.71	%	^			59.19	%		63.94	%		61.31	%		37.85	%		60.44	%
±	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.
^	Based on operations for the period shown and, accordingly, are not representative of a full year.
#	Does not include expenses of the investment companies in which the portfolio invests.
*	Annualized
See notes to financial statements.																			(Concluded)

MAXIM SERIES FUND, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

UNAUDITED

1. ORGANIZATION & SIGNIFICANT ACCOUNTING POLICIES

Maxim Series Fund, Inc. (the Fund) is a Maryland corporation organized on December 7, 1981 and is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company.  The Fund presently consists of fifty-four portfolios.  Interests in the Maxim Aggressive Profile II, Maxim Conservative Profile II, Maxim Moderate Profile II, Maxim Moderately Aggressive Profile II and Maxim Moderately Conservative Profile II Portfolios (the Portfolios) are included herein and are represented by separate classes of beneficial interest of the Fund.  The investment objective of each Portfolio is to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize equity investments for the Maxim Aggressive Profile II Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize fixed income investments for the Maxim Conservative Profile II Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund with a relatively equal emphasis on equity and fixed income investments for the Maxim Moderate Profile II Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize equity investments, and to a lesser degree, in those that emphasize fixed income investments for the Maxim Moderately Aggressive Profile II Portfolio; and to seek capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize fixed income investments, and to a lesser degree, in those that emphasize equity investments for the Maxim Moderately Conservative Profile II Portfolio.  Each Portfolio is non-diversified as defined in the 1940 Act.  The Portfolios are available only as an investment option for insurance company separate accounts for certain variable annuity contracts and variable life insurance policies (variable insurance contracts), to individual retirement account (IRA) owners, and to qualified retirement plans and college savings programs.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  The following is a summary of the significant accounting policies of the Fund.

Security Valuation

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

The Portfolios classify valuations into three levels based upon the transparency of inputs to the valuation of each 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 June 30, 2010, the inputs used to value each Portfolio’s investments were as follows:

Description	Level 1		Level 2		Level 3		Total
Aggressive Profile II Portfolio	$	529,274,649	$	-	$	-	$	529,274,649
Conservative Profile II Portfolio		207,076,181		-		61,990,600		269,066,781
Moderate Profile II Portfolio		764,078,923		-		150,755,840		914,834,763
Moderately Aggressive Profile II Portfolio		228,798,583		-		21,144,665		249,943,248
Moderately Conservative Profile II Portfolio		54,820,678		-		16,284,225		71,104,903

The following is a reconciliation of change in Level 3 assets during the six months ended June 30, 2010:

							Moderately		Moderately
	Conservative			Moderate			Aggressive		Conservative
	Profile II			Profile II			Profile II		Profile II
Description	Portfolio			Portfolio			Portfolio		Portfolio
Beginning Balance,     January 1, 2010	$	57,230,970		$	130,311,562		$	6,831,117	$	8,590,579
Total realized gains (or losses)		970,458			2,568,061			143,184		112,953
Total unrealized gains (or losses)		(338,682	)		(583,000	)		83,023		83,721
Purchases, sales and corporate actions		4,127,854			18,459,217			14,087,341		7,496,972
Transfers into (out of) Level 3		-			-			-		-
Ending Balance,    June 30, 2010	$	61,990,600		$	150,755,840		$	21,144,665	$	16,284,225

Dividends

Dividends from net investment income of the Portfolios are declared and paid semi-annually.  Income dividends are reinvested in additional shares at net asset value.  Dividends from capital gains of the Portfolios, if any, are declared and reinvested at least annually in additional shares at net asset value.

Security Transactions

Security transactions are accounted for on the date the security is purchased or sold (trade date).

The cost of investments sold is determined on the basis of the first-in, first-out method (FIFO). Dividend income and realized gain distributions from underlying funds are accrued as of the ex-dividend date.

Interest on the Contract is accrued daily.

Federal Income Taxes

For federal income tax purposes, the Portfolios currently qualify, and intend to remain qualified, as a regulated investment companies under the provisions of the Internal Revenue Code by distributing substantially all of their investment company taxable net income, including realized gain not offset by capital loss carryforwards, if any, to their 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 file income tax returns in the U.S. federal jurisdiction and Colorado.  No federal income tax returns are currently under examination.  The statute of limitations on the Portfolio’s federal tax return filings remains open for the years ended December 31, 2006 through December 31, 2009.

Classification of Distributions to Shareholders

The character of distributions made during the year from net investment income or net realized gains is 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 January 2010, the FASB issued ASU No. 2010-06 “Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements” (ASU No. 2010-06).  ASU No. 2010-06 provides for disclosure of significant transfers in and out of the fair value hierarchy Levels 1 and 2, and the reasons for these transfers.  In addition, ASU No. 2010-06 provides for separate disclosure about purchases, sales, issuances and settlements in the Level 3 hierarchy roll forward activity.  ASU No. 2010-06 is effective for interim and annual periods beginning after December 31, 2009 except for the provisions relating to purchases, sales, issuances and settlements of Level 3 investments, which are effective for fiscal years beginning after December 15, 2010.  Each Portfolio adopted the disclosure provisions of ASU 2010-06 for its fiscal year beginning January 1, 2010 and will adopt the Level 3 purchase, sales, issuances and settlement provisions for its fiscal year beginning January 1, 2011.  The adoption ASC No. 2010-06 did not have an impact on the Portfolio’s financial position or the results of its operations.

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 0.10% of the average daily net assets of each Portfolio.  Each Portfolio will also bear the indirect expense of the underlying investments.  Because the underlying funds have varied expense and fee levels and the Portfolios may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Portfolios will vary.

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

The total compensation paid to the independent directors with respect to all fifty-four portfolios for which they serve as Directors was $130,500 for the six months ended June 30, 2010.  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.

The Portfolios each may invest in a fixed interest contract issued and guaranteed by GWL&A.  The Contract has a stable principal value and accrues a fixed rate of interest, which is reflected in the daily valuation.  GWL&A calculates the interest rate in the same way it calculates guaranteed interest rates for similar contracts (on a calendar quarter or other periodic basis).   Each of the Portfolios may also invest in various funds affiliated with MCM & GWL&A.  The following is a summary of those affiliated investments:

Below is a summary of the transactions for each underlying investment during the six months ended June 30, 2010, 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		12/31/2009		Cost		Cost		Gain/(Loss)			Received		6/30/2010
Aggressive Profile II Portfolio
Maxim Invesco ADR Portfolio		4,549,294	$	46,499,134	$	12,114,908	$	5,272,542	$	(1,728,536	)	$	-	$	47,403,639
Maxim Janus Large Cap Growth Portfolio		8,089,027		63,636,345		32,027,985		8,155,741		(2,089,789	)		-		80,566,709
Maxim Loomis Sayles Small-Cap Value    Portfolio		1,629,726		35,729,373		3,787,349		15,995,559		(2,610,471	)		48,129		25,717,084
Maxim MFS International Growth Portfolio		5,266,621		46,199,134		11,314,018		7,450,222		(2,807,167	)		-		47,083,591
Maxim MFS International Value Portfolio		7,202,351		45,938,558		10,385,401		6,696,578		(3,228,990	)		-		48,183,730
Maxim MidCap Value Portfolio		6,197,508		52,460,183		5,987,267		10,798,693		(1,561,859	)		228,440		49,084,265
Maxim Small-Cap Growth Portfolio		1,844,231		27,083,887		3,587,778		2,910,065		291,066			-		26,280,292
Maxim Small-Cap Value Portfolio		3,021,524		35,717,863		4,211,144		16,906,146		(1,050,763	)		60,385		25,773,599
Maxim T. Rowe Price Equity/Income    Portfolio		4,083,787		43,513,097		13,323,261		5,293,006		(1,520,658	)		400,202		49,413,821
Maxim T. Rowe Price MidCap Growth    Portfolio		2,139,665		46,721,493		4,365,744		23,627,219		(3,134,849	)		-		31,752,624
Putnam Equity Income Fund		4,017,464		43,315,766		14,689,246		3,721,176		(516,264	)		371,759		49,254,105
Putnam Mid Cap Value Fund		5,032,115		52,405,121		6,689,724		11,271,700		(1,617,154	)		-		48,761,190
TOTAL									$	(21,575,434	)	$	1,108,915	$	529,274,649

			Market											Market
	Shares/Interest		Value		Purchase		Sales		Realized			Dividends		Value
Affiliate	Held		12/31/2009		Cost		Cost		Gain/(Loss)			Received		6/30/2010
Conservative Profile II Portfolio
Great-West Life & Annuity Contract		52,449,790	$	57,230,970	$	10,989,596	$	6,098,245	$	970,458		$	-	$	61,990,600
Maxim Federated Bond Portfolio		2,735,573		25,656,802		5,581,678		2,958,213		205,357			568,110		28,750,868
Maxim Global Bond Portfolio		2,680,261		16,367,601		10,235,637		2,526,970		(359,715	)		286,192		24,470,786
Maxim Invesco ADR Portfolio		536,915		4,725,492		2,363,827		938,263		(293,079	)		-		5,594,657
Maxim Janus Large Cap Growth Portfolio		1,634,589		18,327,756		3,515,507		4,672,820		(638,492	)		-		16,280,505
Maxim Loomis Sayles Small-Cap Value    Portfolio		100,217		4,790,322		470,356		2,733,300		1,102,431			2,958		1,581,419
Maxim MFS International Growth Portfolio		625,159		4,746,588		2,272,880		1,038,282		(242,437	)		-		5,588,923
Maxim MFS International Value Portfolio		854,909		4,719,841		2,119,331		674,812		(73,724	)		-		5,719,340
Maxim MidCap Value Portfolio		878,578		6,561,764		1,565,500		1,282,018		(173,665	)		32,365		6,958,338
Maxim Putnam High Yield Bond Portfolio		1,505,581		16,277,992		2,079,210		7,652,330		(502,915	)		482,797		11,261,744
Maxim Short Duration Bond Portfolio		1,809,218		18,349,316		3,136,935		3,164,024		164,353			379,364		18,707,316
Maxim Small-Cap Value Portfolio		188,412		4,807,121		464,028		2,628,092		1,433,409			3,763		1,607,154
Maxim T. Rowe Price Equity/Income    Portfolio		986,280		10,313,505		3,785,861		1,787,395		(448,037	)		96,596		11,933,989
Maxim T. Rowe Price MidCap Growth    Portfolio		172,249		869,619		2,097,930		269,181		23,268			-		2,556,182
Maxim U.S. Government Mortgage    Securities Portfolio		2,876,259		27,799,804		11,592,731		4,095,463		293,123			661,390		35,924,473
Putnam Equity Income Fund		969,239		10,279,399		4,085,163		1,424,410		(197,388	)		87,133		11,882,875
Putnam High Yield Advantage Fund		2,005,715		16,373,384		2,167,587		7,432,862		(176,854	)		503,145		11,352,348
Putnam Mid Cap Value Fund		712,618		6,554,909		1,523,114		957,984		49,467			-		6,905,264
TOTAL									$	1,135,560		$	3,103,813	$	269,066,781

			Market											Market
	Shares/Interest		Value		Purchase		Sales		Realized			Dividends		Value
Affiliate	Held		12/31/2009		Cost		Cost		Gain/(Loss)			Received		6/30/2010
Moderate Profile II Portfolio
Great-West Life & Annuity Contract		127,553,404	$	130,311,562	$	38,985,828	$	18,002,876	$	2,568,060		$	-	$	150,755,840
Maxim Federated Bond Portfolio		6,534,494		62,856,607		14,010,455		9,223,891		615,047			1,397,167		68,677,532
Maxim Global Bond Portfolio		6,629,177		47,401,775		18,120,408		6,279,470		(843,222	)		708,887		60,524,387
Maxim Invesco ADR Portfolio		4,533,519		44,310,394		13,650,163		6,142,155		(2,557,075	)		-		47,239,264
Maxim Janus Large Cap Growth Portfolio		10,235,465		90,671,138		29,127,270		9,072,825		(1,436,805	)		-		101,945,234
Maxim Loomis Sayles Small-Cap Value    Portfolio		1,330,825		35,454,573		4,797,409		22,423,100		(2,834,203	)		39,338		21,000,422
Maxim MFS International Growth Portfolio		5,254,293		44,111,075		12,961,103		6,622,951		(1,792,970	)		-		46,973,376
Maxim MFS International Value Portfolio		7,185,437		43,775,892		11,833,692		5,732,325		(2,468,647	)		-		48,070,574
Maxim MidCap Value Portfolio		4,095,370		38,960,338		6,598,431		15,777,639		(1,998,341	)		151,093		32,435,332
Maxim Putnam High Yield Bond Portfolio		2,216,369		19,286,367		3,611,387		8,122,098		(1,869,161	)		711,752		16,578,437
Maxim Small-Cap Growth Portfolio		1,392,562		6,477,501		16,828,707		1,427,360		121,138			-		19,844,006
Maxim Small-Cap Value Portfolio		2,472,689		35,475,672		4,907,340		20,323,404		1,318,116			49,462		21,092,039
Maxim T. Rowe Price Equity/Income    Portfolio		5,296,465		49,069,583		24,051,194		6,524,302		(2,255,757	)		519,517		64,087,232
Maxim T. Rowe Price MidCap Growth    Portfolio		2,321,731		39,782,063		6,178,397		14,234,892		(2,025,613	)		-		34,454,494
Maxim U.S. Government Mortgage    Securities Portfolio		5,472,891		62,573,306		14,534,724		9,997,651		623,069			1,339,561		68,356,411
Putnam Equity Income Fund		5,216,032		48,907,434		25,781,241		4,289,118		(605,399	)		466,825		63,948,549
Putnam High Yield Advantage Fund		2,959,599		19,428,048		3,737,712		6,636,990		(202,914	)		682,213		16,751,331
Putnam Mid Cap Value Fund		3,312,725		38,919,240		6,810,745		14,816,206		(798,928	)		-		32,100,303
TOTAL									$	(16,443,605	)	$	6,065,815	$	914,834,763

			Market											Market
	Shares/Interest		Value		Purchase		Sales		Realized			Dividends		Value
Affiliate	Held		12/31/2009		Cost		Cost		Gain/(Loss)			Received		6/30/2010
Moderately Aggressive Profile II Portfolio
Great West Life & Annuity Contract		17,890,345	$	6,831,117	$	16,584,453	$	2,359,653	$	143,183		$	-	$	21,144,665
Maxim Federated Bond Portfolio		1,265,365		5,672,750		9,032,291		1,540,913		91,910			263,183		13,298,982
Maxim Global Bond Portfolio		1,408,058		5,741,204		7,845,133		1,055,646		(162,885	)		150,468		12,855,567
Maxim Invesco ADR Portfolio		1,478,269		6,915,167		11,001,815		1,032,716		(417,176	)		-		15,403,558
Maxim Janus Large Cap Growth Portfolio		3,010,450		12,371,143		21,104,937		1,512,784		(396,200	)		-		29,984,087
Maxim Loomis Sayles Small-Cap Value    Portfolio		437,226		3,945,260		4,705,925		1,795,941		(39,738	)		12,916		6,899,432
Maxim MFS International Growth Portfolio		1,716,069		6,882,253		10,612,149		1,385,929		(411,366	)		-		15,341,658
Maxim MFS International Value Portfolio		2,346,855		6,843,647		10,541,804		947,613		(360,544	)		-		15,700,461
Maxim MidCap Value Portfolio		2,028,628		8,209,064		10,569,113		3,215,966		(218,789	)		74,798		16,066,734
Maxim Putnam High Yield Bond Portfolio		612,009		2,568,252		3,373,196		1,258,334		68,609			196,399		4,577,828
Maxim Small-Cap Growth Portfolio		598,112		5,179,993		6,197,104		2,393,033		539,615			-		8,523,101
Maxim Small-Cap Value Portfolio		806,095		3,937,860		4,791,811		1,900,325		360,075			16,114		6,875,991
Maxim T. Rowe Price Equity/Income    Portfolio		1,664,104		8,812,027		12,999,434		985,828		(283,215	)		163,128		20,135,663
Maxim T. Rowe Price MidCap Growth    Portfolio		621,230		5,255,890		6,172,165		2,018,922		519,175			-		9,219,057
Maxim U.S. Government Mortgage    Securities Portfolio		1,061,277		5,654,803		9,140,799		1,701,228		90,082			252,315		13,255,351
Putnam Equity Income Fund		1,638,808		8,782,826		13,412,677		503,238		(69,153	)		149,174		20,091,790
Putnam High Yield Advantage Fund		817,224		2,588,592		3,362,967		1,181,152		154,110			166,302		4,625,485
Putnam Mid Cap Value Fund		1,645,391		8,189,457		10,756,261		2,617,714		460,972			-		15,943,838
TOTAL									$	68,665		$	1,444,797	$	249,943,248

			Market											Market
	Shares/Interest		Value		Purchase		Sales		Realized			Dividends		Value
Affiliate	Held		12/31/2009		Cost		Cost		Gain/(Loss)			Received		6/30/2010
Moderately Conservative Profile II Portfolio
Great West Life & Annuity Contract		13,777,962	$	8,590,579	$	9,485,579	$	1,877,852	$	112,956		$	-	$	16,284,225
Maxim Federated Bond Portfolio		608,317		3,015,676		4,044,586		725,326		53,077			124,343		6,393,411
Maxim Global Bond Portfolio		627,469		2,323,732		3,813,994		454,671		(22,659	)		67,036		5,728,789
Maxim INVESCO ADR Portfolio		237,725		1,340,437		1,693,769		192,856		52,388			-		2,477,095
Maxim Janus Large Cap Growth Portfolio		641,987		3,155,355		4,414,139		461,377		189,775			-		6,394,190
Maxim Loomis Sayles Small-Cap Value    Portfolio		103,199		1,593,480		1,295,906		897,779		421,231			3,048		1,628,475
Maxim MFS International Growth Portfolio		276,290		1,331,870		1,650,878		226,066		84,229			-		2,470,034
Maxim MFS International Value Portfolio		376,808		1,320,553		1,605,290		158,625		65,605			-		2,520,843
Maxim MidCap Value Portfolio		256,022		1,025,232		1,302,292		177,904		119,819			9,438		2,027,694
Maxim Putnam High Yield Bond Portfolio		304,878		1,686,324		1,545,093		687,506		256,279			97,812		2,280,485
Maxim Short Duration Bond Portfolio		45,121		718,262		510,919		751,875		29,470			13,667		466,549
Maxim Small-Cap Value Portfolio		188,543		1,594,367		1,300,689		1,000,555		475,582			3,768		1,608,269
Maxim T. Rowe Price Equity/Income    Portfolio		326,379		1,702,706		2,843,498		257,959		90,524			31,987		3,949,182
Maxim T. Rowe Price MidCap Growth    Portfolio		115,034		1,610,344		1,309,766		854,198		478,032			-		1,707,105
Maxim U.S. Government Mortgage    Securities Portfolio		553,950		3,097,747		4,604,099		871,332		46,919			127,973		6,918,836
Putnam Equity Income Fund		321,415		1,693,266		2,934,014		275,268		35,173			28,080		3,940,550
Putnam High Yield Advantage Fund		405,833		1,695,866		1,538,975		726,930		221,162			87,830		2,297,014
Putnam Mid Cap Value Fund		207,653		1,020,354		1,283,480		135,407		120,933			-		2,012,157
TOTAL									$	2,830,495		$	594,982	$	71,104,903

3.         PURCHASES & SALES OF UNDERLYING INVESTMENTS

For the six months ended June 30, 2010, the aggregate cost of purchases and proceeds from sales of underlying investments were as follows:

	Purchases		Sales
Aggressive Profile II Portfolio	$	122,483,826	$	96,523,213
Conservative Profile II Portfolio		70,046,870		53,470,221
Moderate Profile II Portfolio		256,526,207		169,205,646
Moderately Aggressive Profile II Portfolio		172,204,034		29,475,601
Moderately Conservative Profile II Portfolio		47,176,964		13,563,978

4. UNREALIZED APPRECIATION (DEPRECIATION)

The aggregate cost of investments and the composition of unrealized appreciation and depreciation of investment securities for federal income tax purposes as of June 30, 2010 were as follows:

	Cost For
	Income							Net
	Tax		Gross		Gross			Unrealized
	Purposes		Appreciation		Depreciation			Depreciation
Aggressive Profile II Portfolio	$	719,747,579		-		(190,472,930	)		(190,472,930	)
Conservative Profile II Portfolio		291,380,239		3,881,068		(26,194,526	)		(22,313,458	)
Moderate Profile II Portfolio		1,086,501,765		7,889,665		(179,556,667	)		(171,667,002	)
Moderately Aggressive Profile II Portfolio		274,608,421		351,839		(25,017,012	)		(24,665,173	)
Moderately Conservative Profile II Portfolio		78,617,314		409,219		(7,921,630	)		(7,512,411	)

  5. DISTRIBUTIONS TO SHAREHOLDERS

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes.  The character of dividends and distributions made during the fiscal year from net investment income and or realized gains may differ from their ultimate characterization for federal income tax purposes.  Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain was recorded by the Portfolios.

6. 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 the financial statements.

MAXIM SERIES FUND, INC.
SUMMARY OF INVESTMENTS BY ASSET CLASS
JUNE 30, 2010
MAXIM AGGRESSIVE PROFILE II PORTFOLIO	% of Portfolio
Asset Class	Investments
International Equity		26.96	%
Large-Cap Equity		33.86	%
MidCap Equity		24.49	%
Small-Cap Equity		14.69	%
		100.00	%

MAXIM CONSERVATIVE PROFILE II PORTFOLIO
	% of Portfolio
Asset Class	Investments
Bond		41.54	%
Fixed Interest Contract		23.04	%
International Equity		6.28	%
Large-Cap Equity		14.90	%
MidCap Equity		6.10	%
Small-Cap Equity		1.19	%
Short-Term Bond		6.95	%
		100.00	%

MAXIM MODERATE PROFILE II PORTFOLIO
	% of Portfolio
Asset Class	Investments
Bond		25.24	%
Fixed Interest Contract		16.48	%
International Equity		15.55	%
Large-Cap Equity		25.14	%
MidCap Equity		10.82	%
Small-Cap Equity		6.77	%
		100.00	%

MAXIM MODERATELY AGGRESSIVE PROFILE II PORTFOLIO
	% of Portfolio
Asset Class	Investments
Bond		19.45	%
Fixed Interest Contract		8.46	%
International Equity		18.58	%
Large-Cap Equity		28.09	%
MidCap Equity		16.50	%
Small-Cap Equity		8.92	%
		100.00	%

MAXIM MODERATELY CONSERVATIVE PROFILE II PORTFOLIO
	% of Portfolio
Asset Class	Investments
Bond		33.22	%
Fixed Interest Contract		22.90	%
International Equity		10.50	%
Large-Cap Equity		20.09	%
MidCap Equity		8.08	%
Small-Cap Equity		4.55	%
Short-Term Bond		0.66	%
		100.00	%

MAXIM SERIES FUND, INC.
MAXIM AGGRESSIVE PROFILE II PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2010
UNAUDITED
Shares			Value ($)
EQUITY MUTUAL FUNDS
	4,549,294	Maxim Invesco ADR Portfolio	$	47,403,639
	8,089,027	Maxim Janus Large Cap Growth Portfolio		80,566,709
	1,629,726	Maxim Loomis Sayles Small-Cap Value Portfolio		25,717,084
	5,266,621	Maxim MFS International Growth Portfolio		47,083,591
	7,202,351	Maxim MFS International Value Portfolio		48,183,730
	6,197,508	Maxim MidCap Value Portfolio		49,084,265
	1,844,231	Maxim Small-Cap Growth Portfolio		26,280,292
	3,021,524	Maxim Small-Cap Value Portfolio		25,773,599
	4,083,787	Maxim T. Rowe Price Equity/Income Portfolio		49,413,821
	2,139,665	Maxim T. Rowe Price MidCap Growth Portfolio		31,752,624
	4,017,464	Putnam Equity Income Fund		49,254,105
	5,032,115	Putnam Mid Cap Value Fund		48,761,190
TOTAL EQUITY MUTUAL FUNDS --- 100%			$	529,274,649
(Cost $613,358,004)
LIABILITIES --- 0.00%			$	(7,528	)
TOTAL NET ASSETS --- 100%			$	529,267,121
(Cost $613,358,004)
See notes to financial statements.
			(Continued)

MAXIM SERIES FUND, INC.
MAXIM CONSERVATIVE PROFILE II PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2010
UNAUDITED
Shares				Value ($)
EQUITY MUTUAL FUNDS
	536,915		Maxim Invesco ADR Portfolio	$	5,594,657
	1,634,589		Maxim Janus Large Cap Growth Portfolio		16,280,505
	100,217		Maxim Loomis Sayles Small-Cap Value Portfolio		1,581,419
	625,159		Maxim MFS International Growth Portfolio		5,588,923
	854,909		Maxim MFS International Value Portfolio		5,719,340
	878,578		Maxim MidCap Value Portfolio		6,958,338
	188,412		Maxim Small-Cap Value Portfolio		1,607,154
	986,280		Maxim T. Rowe Price Equity/Income Portfolio		11,933,989
	172,249		Maxim T. Rowe Price MidCap Growth Portfolio		2,556,182
	969,239		Putnam Equity Income Fund		11,882,875
	712,618		Putnam Mid Cap Value Fund		6,905,264
TOTAL EQUITY MUTUAL FUNDS --- 28.47%					76,608,646
(Cost $71,776,956)
BOND MUTUAL FUNDS
	2,735,573		Maxim Federated Bond Portfolio		28,750,868
	2,680,261		Maxim Global Bond Portfolio		24,470,786
	1,505,581		Maxim Putnam High Yield Bond Portfolio		11,261,744
	1,809,218		Maxim Short Duration Bond Portfolio		18,707,316
	2,876,259		Maxim U.S. Government Mortgage Securities Portfolio		35,924,473
	2,005,715		Putnam High Yield Advantage Fund		11,352,348
TOTAL BOND MUTUAL FUNDS --- 48.49%					130,467,535
(Cost $124,469,216)
FIXED INTEREST CONTRACT
Interest				Value ($)
	52,449,790	*	Great-West Life & Annuity Contract	$	61,990,600
TOTAL FIXED INTEREST CONTRACT --- 23.04%
(Cost $58,760,638)
TOTAL INVESTMENTS --- 100.00%					269,066,781
(Cost $255,006,810)
LIABILITIES --- 0.00%				$	(3,726	)
TOTAL NET ASSETS --- 100%				$	269,063,055
(Cost $255,006,810)
* Represents the dollar value of the individual interest in the Contract acquired at the date of acquisition.
See notes to financial statements.
				(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATE PROFILE II PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2010
UNAUDITED
Shares				Value ($)
EQUITY MUTUAL FUNDS
	4,533,519		Maxim Invesco ADR Portfolio	$	47,239,264
	10,235,465		Maxim Janus Large Cap Growth Portfolio		101,945,234
	1,330,825		Maxim Loomis Sayles Small-Cap Value Portfolio		21,000,422
	5,254,293		Maxim MFS International Growth Portfolio		46,973,376
	7,185,437		Maxim MFS International Value Portfolio		48,070,574
	4,095,370		Maxim MidCap Value Portfolio		32,435,332
	1,392,562		Maxim Small-Cap Growth Portfolio		19,844,006
	2,472,689		Maxim Small-Cap Value Portfolio		21,092,039
	5,296,465		Maxim T. Rowe Price Equity/Income Portfolio		64,087,232
	2,321,731		Maxim T. Rowe Price MidCap Growth Portfolio		34,454,494
	5,216,032		Putnam Equity Income Fund		63,948,549
	3,312,725		Putnam Mid Cap Value Fund		32,100,303
TOTAL EQUITY MUTUAL FUNDS --- 58.28%					533,190,825
(Cost $533,553,758)
BOND MUTUAL FUNDS
	6,534,494		Maxim Federated Bond Portfolio		68,677,532
	6,629,177		Maxim Global Bond Portfolio		60,524,387
	2,216,369		Maxim Putnam High Yield Bond Portfolio		16,578,437
	5,472,891		Maxim U.S. Government Mortgage Securities Portfolio		68,356,411
	2,959,599		Putnam High Yield Advantage Fund		16,751,331
TOTAL BOND MUTUAL FUNDS --- 25.24%					230,888,098
(Cost $224,500,308)
FIXED INTEREST CONTRACT
Interest				Value ($)
	127,553,404	*	Great West Life & Annuity Contract	$	150,755,840
TOTAL FIXED INTEREST CONTRACT --- 16.48%
(Cost $143,832,487)
TOTAL INVESTMENTS --- 100.00%					914,834,763
(Cost $901,886,553)
LIABILITIES --- 0.00%				$	(12,821	)
TOTAL NET ASSETS --- 100%				$	914,821,942
(Cost $901,886,553)
* Represents the dollar value of the individual interest in the Contract acquired at the date of acquisition.
See notes to financial statements.
				(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATELY AGGRESSIVE PROFILE II PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2010
UNAUDITED
Shares				Value ($)
EQUITY MUTUAL FUNDS
	1,478,269		Maxim Invesco ADR Portfolio	$	15,403,558
	3,010,450		Maxim Janus Large Cap Growth Portfolio		29,984,087
	437,226		Maxim Loomis Sayles Small-Cap Value Portfolio		6,899,432
	1,716,069		Maxim MFS International Growth Portfolio		15,341,658
	2,346,855		Maxim MFS International Value Portfolio		15,700,461
	2,028,628		Maxim MidCap Value Portfolio		16,066,734
	598,112		Maxim Small-Cap Growth Portfolio		8,523,101
	806,095		Maxim Small-Cap Value Portfolio		6,875,991
	1,664,104		Maxim T. Rowe Price Equity/Income Portfolio		20,135,663
	621,230		Maxim T. Rowe Price MidCap Growth Portfolio		9,219,057
	1,638,808		Putnam Equity Income Fund		20,091,790
	1,645,391		Putnam Mid Cap Value Fund		15,943,838
TOTAL EQUITY MUTUAL FUNDS --- 72.09%					180,185,370
(Cost $180,509,160)
BOND MUTUAL FUNDS
	1,265,365		Maxim Federated Bond Portfolio		13,298,982
	1,408,058		Maxim Global Bond Portfolio		12,855,567
	612,009		Maxim Putnam High Yield Bond Portfolio		4,577,828
	1,061,277		Maxim U.S. Government Mortgage Securities Portfolio		13,255,351
	817,224		Putnam High Yield Advantage Fund		4,625,485
TOTAL BOND MUTUAL FUNDS --- 19.45%					48,613,213
(Cost $47,559,359)
FIXED INTEREST CONTRACT
Interest				Value ($)
	17,890,345	*	Great West Life & Annuity Contract	$	21,144,665
TOTAL FIXED INTEREST CONTRACT --- 8.46%
(Cost $20,890,014)
TOTAL INVESTMENTS --- 100.00%				$	249,943,248
(Cost $248,958,533)
LIABILITIES --- 0.00%				$	(3,520	)
TOTAL NET ASSETS --- 100%				$	249,939,728
(Cost $248,958,533)
* Represents the dollar value of the individual interest in the Contract acquired at the date of acquisition.
See notes to financial statements.
				(Continued)

MAXIM SERIES FUND, INC.
MAXIM MODERATELY CONSERVATIVE PROFILE II PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2010
UNAUDITED
Shares				Value ($)
EQUITY MUTUAL FUNDS
	237,725		Maxim Invesco ADR Portfolio	$	2,477,095
	641,987		Maxim Janus Large Cap Growth Portfolio		6,394,190
	103,199		Maxim Loomis Sayles Small-Cap Value Portfolio		1,628,475
	276,290		Maxim MFS International Growth Portfolio		2,470,034
	376,808		Maxim MFS International Value Portfolio		2,520,843
	256,022		Maxim MidCap Value Portfolio		2,027,694
	188,543		Maxim Small-Cap Value Portfolio		1,608,269
	326,379		Maxim T. Rowe Price Equity/Income Portfolio		3,949,182
	115,034		Maxim T. Rowe Price MidCap Growth Portfolio		1,707,105
	321,415		Putnam Equity Income Fund		3,940,550
	207,653		Putnam Mid Cap Value Fund		2,012,157
TOTAL EQUITY MUTUAL FUNDS --- 43.23%					30,735,594
(Cost $30,713,248)
BOND MUTUAL FUNDS
	608,317		Maxim Federated Bond Portfolio		6,393,411
	627,469		Maxim Global Bond Portfolio		5,728,789
	304,878		Maxim Putnam High Yield Bond Portfolio		2,280,485
	45,121		Maxim Short Duration Bond Portfolio		466,549
	553,950		Maxim U.S. Government Mortgage Securities Portfolio		6,918,836
	405,833		Putnam High Yield Advantage Fund		2,297,014
TOTAL BOND MUTUAL FUNDS --- 33.87%					24,085,084
(Cost $23,615,483)
FIXED INTEREST CONTRACT
Interest				Value ($)
	13,777,962	*	Great West Life & Annuity Contract	$	16,284,225
TOTAL FIXED INTEREST CONTRACT --- 22.90%
(Cost $15,978,548)
TOTAL INVESTMENTS --- 100.00%				$	71,104,903
(Cost $70,307,279)
LIABILITIES --- 0.00%				$	(991	)
TOTAL NET ASSETS --- 100%				$	71,103,912
(Cost $70,307,279)
* Represents the dollar value of the individual interest in the Contract acquired at the date of acquisition.
See notes to financial statements.
				(Concluded)

SHAREHOLDER EXPENSE EXAMPLE
Maxim Aggressive Profile II Portfolio
As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Portfolio expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 31, 2009 to June 30, 2010).
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6) , then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	(12/31/09)		(06/30/10)		(12/31/09-06/30/10)
Actual	$	1,000.00	$	933.41	$	0.48
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,024.30	$	0.50
*Expenses are equal to the Portfolio's annualized expense ratio of 0.10%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

SHAREHOLDER EXPENSE EXAMPLE
Maxim Conservative Profile II Portfolio
As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Portfolio expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 31, 2009 to June 30, 2010).
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6) , then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	(12/31/09)		(06/30/10)		(12/31/09-06/30/10)
Actual	$	1,000.00	$	1,002.82	$	0.50
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,024.30	$	0.50
*Expenses are equal to the Portfolio's annualized expense ratio of 0.10%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

SHAREHOLDER EXPENSE EXAMPLE
Maxim Moderate Profile II Portfolio
As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Portfolio expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 31, 2009 to June 30, 2010).
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6) , then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	(12/31/09)		(06/30/10)		(12/31/09-06/30/10)
Actual	$	1,000.00	$	969.82	$	0.49
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,024.30	$	0.50
*Expenses are equal to the Portfolio's annualized expense ratio of 0.10%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

SHAREHOLDER EXPENSE EXAMPLE
Maxim Moderately Aggressive Profile II Portfolio
As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Portfolio expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 31, 2009 to June 30, 2010).
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6) , then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	(12/31/09)		(06/30/10)		(12/31/09-06/30/10)
Actual	$	1,000.00	$	958.76	$	0.49
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,024.30	$	0.50
*Expenses are equal to the Portfolio's annualized expense ratio of 0.10%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

SHAREHOLDER EXPENSE EXAMPLE
Maxim Moderately Conservative Profile II Portfolio
As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Portfolio expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 31, 2009 to June 30, 2010).
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6) , then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	(12/31/09)		(06/30/10)		(12/31/09-06/30/10)
Actual	$	1,000.00	$	986.62	$	0.49
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,024.30	$	0.50
*Expenses are equal to the Portfolio's annualized expense ratio of 0.10%, multiplied by the average account value over the period, multiplied by 181/365 days to reflect the one-half year period.

Availability of Quarterly Portfolio Schedule.

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

Availability of Proxy Voting Policies and Procedures.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (866) 831-7129, and on the Securities and Exchange Commission’s website at http://www.sec.gov.

Availability of Proxy Voting Record.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (866) 831-7129, and on the Securities and Exchange Commission’s website at http://www.sec.gov.

Investment Advisory Contract Approvals

The Board of Directors (the "Board") of Maxim Series Fund, Inc. (the "Fund"), including the Directors who are not interested persons of the Fund (the "Independent Directors"), at a meeting held on April 26, 2010 (the "Meeting"), approved the continuation of (i) with respect to each of the Fund's Portfolios, the investment advisory agreement (the "Advisory Agreement") between the Fund and GW Capital Management, LLC, doing business as Maxim Capital Management, LLC ("MCM"), and (ii) with respect to the Portfolios that are also sub-advised, as indicated below, the investment sub-advisory agreements (the "Sub-Advisory Agreements") between the Fund, MCM and the following Sub-Advisers:

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

* At the close of business on December 31, 2009, Invesco Global Asset Management (N.A.), Inc., former Sub-Adviser to the Maxim Invesco ADR Portfolio, merged into Invesco Institutional (N.A.), Inc., which was renamed Invesco Advisers, Inc.

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

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

On March 23, 2010, the Independent Directors met separately with independent legal counsel in advance of the Meeting to evaluate information furnished by MCM and the Sub-Advisers in connection with the proposed continuation of the Advisory Agreement and Sub-Advisory Agreements (collectively, the "Agreements").  The Independent Directors also considered additional information provided in response to their requests made following the March meeting.

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

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

Nature, Extent and Quality of Services

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

Investment Performance

The Board considered the investment performance of each Portfolio.  The Board reviewed performance information for each Portfolio as compared against various benchmarks and the performance of similar funds.  For Portfolios other than the Fund's "Index Portfolios" (comprised of the Maxim Bond Index Portfolio, Maxim Index 600 Portfolio, Maxim Stock Index Portfolio, and Maxim S&P 500 Index Portfolio), this information included, to the extent applicable, annualized returns for the one-, three-, five-, and ten-year periods ended December 31, 2009, calendar year returns for the five-year period ended December 31, 2009, and risk-adjusted performance measures.  In addition, except for the Index Portfolios and the Fund's "Asset Allocation Portfolios" (comprised of the Maxim Profile Portfolios, Maxim Lifetime Asset Allocation Portfolios, Maxim SecureFoundation Lifetime Portfolios, and Maxim SecureFoundation Balanced Portfolio), for which Morningstar performance information is not provided, this information also included the Portfolios' Morningstar category and overall ratings and a rolling quarterly analysis of long-term performance relative to the applicable Morningstar category.  The Board also considered the composition of each Portfolio's "peer" group of funds, as determined by MCM based on funds of similar size and asset class from within, to the extent applicable, the Portfolio's Morningstar category.  In evaluating the performance of each Portfolio, the Board noted how the Portfolio performed relative to the short- and long-term returns of the applicable benchmarks and peer groups.

For Portfolios other than the Index Portfolios and Asset Allocation Portfolios, the Board assessed performance based principally on the long-term rolling quarterly analysis for each Portfolio in which each quarter's performance is, in turn, based on a composite of the Portfolio's 3-, 5- and 10-year annualized returns, 3- and 5-year risk-adjusted performance, and Morningstar rating.  For purposes of its annual review of advisory contracts, the Board generally considered a Portfolio to have performed satisfactorily unless the Portfolio has had a history of persistent underperformance based on the Portfolio's long-term rolling analysis.  In this regard, the Board noted that the Maxim Ariel Small-Cap Value Portfolio, Maxim Ariel MidCap Value Portfolio, Maxim MFS International Value Portfolio, Maxim Putnam High Yield Bond Portfolio, and Maxim Small-Cap Growth Portfolio fell below the Portfolio quantitative benchmark for long-term performance.

With regard to the Ariel Portfolios, the Board considered the factors attributing to the Portfolios' performance, the current market for the Portfolios' shares, and the Portfolios' position in the Fund's overall Portfolio lineup. The Board noted that the Portfolios had performed significantly better than the median fund performance for funds within their Morningstar categories over the most recent calendar-year period, and concluded that, despite the Portfolios' underperformance over the long-term, there is a market for the Portfolios' shares.  With regard to the Maxim MFS International Value Portfolio, the Board noted that MFS replaced the Portfolio's previous Sub-Adviser in September 2009, and concluded that, in light of the Portfolio's competitive performance since the change in Sub-Advisers, the Board was satisfied with the management of the Portfolio.  Similarly, with respect to the Maxim Putnam High Yield Bond Portfolio, the Board noted that Putnam had replaced the Portfolio's previous Sub-Adviser in August 2009, and concluded that, in light of the Portfolio's competitive performance since the change in Sub-Advisers, the Board was satisfied with the management of the Portfolio.  With regard to the Maxim Small-Cap Growth Portfolio, the Board considered the factors attributing to the Portfolio's performance, changes in the management of the Sub-Adviser, and the short-term and long-term performance of the Portfolio.  The Board also took into consideration its discussion with management regarding monitoring the Portfolio's performance, and concluded that the Portfolio's performance was being addressed.  As to the remaining Portfolios (other than the Index Portfolios and Asset Allocation Portfolios), the Board determined that it was satisfied with investment performance.

The Board reviewed the performance of each Index Portfolio as compared against the performance of the index or composite index the Portfolio is designed to track, and concluded that it was satisfied with the investment performance of the Index Portfolios.  The Board also reviewed, to the extent available, the performance of each Asset Allocation Portfolio as compared against the performance of similarly managed funds.  Based on the information provided, the Board concluded that it was satisfied with the investment performance of the Maxim Profile Portfolios.  With respect to the Maxim Lifetime Asset Allocation Portfolios, the Board noted that these Portfolios had commenced operations on May 1, 2009, and concluded that, in light of the Portfolios' short track record, the Board was generally satisfied with the management of these Portfolios.  With regard to the Maxim SecureFoundation Lifetime Portfolios and Maxim SecureFoundation Balanced Portfolio, the Board noted that no performance information was provided for their consideration as these Portfolios had only recently commenced operations.

Costs and Profitability

The Board considered the costs of services provided and profits estimated to have been realized by MCM and, to the extent available, the Sub-Advisers from their relationships with the Portfolios.  With respect to the costs of services, the Board considered the structure and the level of the applicable investment management fees and other expenses payable by the Portfolios, as well as the structure and level of the applicable sub-advisory fees payable by MCM to the Sub-Advisers.  In evaluating the applicable management and sub-advisory fees, the Board considered the fees payable by and the total expense ratios of similar funds managed by other investment advisers, as determined by MCM based on each Portfolio's Morningstar category, to the extent applicable.With the exception of the Index Portfolios and Asset Allocation Portfolios (for which comparable information from Morningstar was not available), the Board also considered each Portfolio's total expense ratio in comparison to the median expense ratio for all funds within the same Morningstar fund category as the Portfolio.  

Based on the information provided, the Board noted that the Portfolios' management fees were within the range of fees paid by similar funds, although some of the fees were at the higher end of the range.  The Board also noted that the total annual operating expense ratios of the Portfolios (other than the Index Portfolios and Asset Allocation Portfolios) were generally comparable to the annual expense ratios of similar funds, although some Portfolios had expense ratios that were at the higher end in comparison to the similar funds, including the Maxim Small-Cap Value Portfolio, Maxim MidCap Value Portfolio, Maxim Global Bond Portfolio, and Maxim Putnam High Yield Bond Portfolio.  The Board further noted that the Portfolios' expense ratios were near or lower than the median expense ratio for the applicable Morningstar fund category, with the exception of the Maxim Global Bond Portfolio which, relative to the other Portfolios, had an expense ratio that was notably higher than the median expense ratio for its Morningstar fund category.  Additionally, the Board considered the fact that MCM charged higher advisory fees to certain internally managed Maxim Bond Portfolios than to certain similarly managed institutional bond portfolios, as well as the differences in the nature and extent of the services provided and the risks assumed by MCM in connection with those Maxim accounts and the similarly managed institutional accounts, as presented by MCM.

With respect to the Index Portfolios and Profile Portfolios, the Board noted that the Portfolios' total expense ratios were within the range of those of similar funds, even though some Portfolios had expense ratios that were at the higher end of the range, including the Maxim Bond Index Portfolio and Maxim S&P 500 Portfolio.  With regard to the sub-advisory fees, it was noted that those fees are paid by MCM out of its management fees, and that the rates payable by MCM to the Sub-Advisers were the generally result of arms-length negotiations given that, with the exception of Putnam, none of the Sub-Advisers is an affiliate of MCM.

As for the Lifetime Portfolios, the Board noted that the Portfolios' management fees were within the range of fees paid by similar funds, although some of the fees were at the higher end of the range.  The Board also noted that the total annual operating expense ratios of the Lifetime Portfolios were higher in comparison to the expense ratios of similar funds.

The Board also considered the overall financial soundness of MCM and each Sub-Adviser and the profits estimated to have been realized by MCM and its affiliates and, to the extent practicable, by the Sub-Advisers.  The Board requested and reviewed the financial statements and profitability information from MCM and, to the extent such information was available, the Sub-Advisers.  In evaluating the information provided by MCM, the Board noted that there is no recognized standard or uniform methodology for determining profitability for this purpose.  The Board further noted that there are limitations inherent in allocating costs and calculating profitability for an organization such as MCM, and that it is difficult to make comparisons of profitability between advisers because comparative information is generally not publicly available and is affected by numerous factors, including the adviser's organization, capital structure and cost of capital, the types of funds it manages, its mix of business, and the adviser's assumptions regarding allocations of revenue and expenses.  Based on the information provided, the Board concluded that the costs of the services provided and the profits estimated to have been realized by MCM and, if applicable, the Sub-Advisers were reasonable in relation to the nature, extent and quality of the services provided.

Economies of Scale

The Board considered the extent to which economies of scale may be realized as the Portfolios grow and whether current fee levels reflect these economies of scale for the benefit of investors.  In evaluating economies of scale, the Board considered, among other things, the current level of management and sub-advisory fees payable by the Portfolios and MCM, respectively, comparative fee information, the profitability and financial condition of MCM, and the current level of Portfolio assets.   Based on the information provided, the Board concluded that the Portfolios generally were not of sufficient size to identify economies of scale.

Other Factors

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

ITEM 2.	CODE OF ETHICS.
	Not required in filing.
ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT.
	Not required in filing.
ITEM 4.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.
	Not required in filing.
ITEM 5.	AUDIT COMMITTEE OF LISTED REGISTRANTS.
	Not required in filing.
ITEM 6.	SCHEDULE OF INVESTMENTS.
	The schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7.	DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
	Not applicable.
ITEM 8.	PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
	Not applicable.
ITEM 9.	PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
	Not applicable.
ITEM 10.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
ITEM 11.	CONTROLS AND PROCEDURES.
	(a)The registrant's principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the commission's rules and forms and that such material information is accumulated and communicated to the registrant's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.
	(b)The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12.	EXHIBITS.
	(a)(1) Not required in filing. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are 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 & Chief Executive Officer
Date:	August 20, 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 & Chief Executive Officer
Date:	August 20, 2010

By:	/s/ M.C. Maiers
	M.C. Maiers
	Chief Financial Officer, Treasurer & Investment Operations Compliance Officer
Date:	August 20, 2010