Investment Company Act of 1940 — Sections 9(a), 13(a), 15(a) and 15(b)
Maxim Series Fund, Inc., et al.

July 31, 2009

RESPONSE OF THE OFFICE OF INSURANCE PRODUCTS DIVISION OF INVESTMENT MANAGEMENT

Maxim Series Fund, Inc., et al.

Based on the facts and representations in your letter dated July 31, 2009, and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission against Maxim Series Fund, Inc. (the "Fund"); GW Capital Management LLC, doing business as Maxim Capital Management, LLC ("MCM"); Great-West Life & Annuity Insurance Company ("GWL&A") and its separate accounts participating in the Fund; and any other life insurance company and its separate accounts participating in the Fund (collectively with GWL&A and its separate accounts participating in the Fund, "Participating Insurance Companies") for violations of the terms and conditions of certain existing orders¹ granting exemptions from Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, if the Fund, MCM, and the Participating Insurance Companies do not comply with the terms and conditions of the existing orders, provided that the Fund, MCM, and the Participating Insurance Companies do not rely on the exemptions. The Fund, MCM, and the Participating Insurance Companies will instead comply with Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act. The terms and conditions of the existing orders that the Fund does not intend to comply with include restrictions pertaining to the types of purchasers that can hold fund shares.

Because our position is based on the facts and representations in your letter, you should note that different facts or representations may require a different conclusion. Further, this response expresses the position of the Division on enforcement only and does not purport to express any legal conclusions on the issues presented.

¹ Maxim Series Fund, Inc., et al., Investment Company Act Release Nos. 19616 (Aug. 6, 1993) (notice) and 19676 (Sept. 2, 1993) (order) (File No. 812-8392); Maxim Series Fund, Inc., et al., Investment Company Act Release Nos. 23988 (Sept. 1, 1999) (notice) and 24057 (Sept. 28, 1999) (amended order) (File No. 812-11620).

Incoming Letter

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The Incoming Letter is in Acrobat format.