UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-03364

MAXIM SERIES FUND, INC.

(Exact name of registrant as specified in charter)

8515 E. Orchard Road, Greenwood Village, Colorado 80111

(Address of principal executive offices)

M.T.G. Graye

President and Chief Executive Officer

Great-West Life & Annuity Insurance Company

8515 E. Orchard Road

Greenwood Village, Colorado 80111

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: June 29, 2012

ITEM 1. REPORTS TO STOCKHOLDERS

MAXIM SERIES FUND, INC.

Maxim Profile I Portfolios

(Initial Class)

Semi-Annual Report

June 29, 2012

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 Portfolios. Such offering is made only by the prospectus of the Portfolios, which includes details as to offering price and other information.

Maxim Conservative Profile I Portfolio

Summary of Investments by Asset Class as of June 29, 2012

Asset Class	% of Portfolio  Investments
Bond	40.80%
Fixed Interest Contract	22.29%
International Equity	7.16%
Large-Cap Equity	16.20%
Mid-Cap Equity	7.11%
Short-Term Bond	6.44%
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 (January 1, 2012 to June 29, 2012).

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 transactional 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. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value (1/1/12)	Ending Account Value (6/29/12)	Expenses Paid During Period* (1/1/12 - 6/29/12)
Actual	$1,000.00	$1,041.00	$3.06
Hypothetical (5% return before expenses)	$1,000.00	$1,021.73	$3.03

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.61% for the Initial Class shares, multiplied by the average account value over the period, multiplied by 181/366 days to reflect the one-half year period. The Portfolio’s annualized expense ratio includes expenses borne directly by the class plus the Portfolio’s pro-rata share of the weighted average expense ratio of the underlying funds in which it invests (0.36%).

Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs, if applicable. If such fees or expenses were included, returns would be lower.

Maxim Moderately Conservative Profile I Portfolio

Summary of Investments by Asset Class as of June 29, 2012

Asset Class	% of Portfolio  Investments
Bond	32.84%
Fixed Interest Contract	21.80%
International Equity	11.15%
Large-Cap Equity	23.10%
Mid-Cap Equity	8.07%
Small-Cap Equity	3.04%
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 (January 1, 2012 to June 29, 2012).

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 transactional 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. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value (1/1/12)	Ending Account Value (6/29/12)	Expenses Paid During Period* (1/1/12 - 6/29/12)
Actual	$1,000.00	$1,047.00	$3.28
Hypothetical (5% return before expenses)	$1,000.00	$1,021.53	$3.23

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.64% for the Initial Class shares, multiplied by the average account value over the period, multiplied by 181/366 days to reflect the one-half year period. The Portfolio’s annualized expense ratio includes expenses borne directly by the class plus the Portfolio’s pro-rata share of the weighted average expense ratio of the underlying funds in which it invests (0.39%).

Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs, if applicable. If such fees or expenses were included, returns would be lower.

Maxim Moderate Profile I Portfolio

Summary of Investments by Asset Class as of June 29, 2012

Asset Class	% of Portfolio Investments
Bond	23.87%
Fixed Interest Contract	15.84%
International Equity	16.16%
Large-Cap Equity	28.02%
Mid-Cap Equity	10.04%
Small-Cap Equity	6.07%
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 (January 1, 2012 to June 29, 2012).

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 transactional 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. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value (1/1/12)	Ending Account Value (6/29/12)	Expenses Paid During Period* (1/1/12 - 6/29/12)
Actual	$1,000.00	$1,053.80	$3.49
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.33	$3.44

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.68% for the Initial Class shares, multiplied by the average account value over the period, multiplied by 181/366 days to reflect the one-half year period. The Portfolio’s annualized expense ratio includes expenses borne directly by the class plus the Portfolio’s pro-rata share of the weighted average expense ratio of the underlying funds in which it invests (0.43%).

Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs, if applicable. If such fees or expenses were included, returns would be lower.

Maxim Moderately Aggressive Profile I Portfolio

Summary of Investments by Asset Class as of June 29, 2012

Asset Class	% of Portfolio Investments
Bond	17.83%
Fixed Interest Contract	8.88%
International Equity	19.17%
Large-Cap Equity	29.98%
Mid-Cap Equity	16.07%
Small-Cap Equity	8.07%
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 (January 1, 2012 to June 29, 2012).

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 transactional 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. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value (1/1/12)	Ending Account Value (6/29/12)	Expenses Paid During Period* (1/1/12 - 6/29/12)
Actual	$1,000.00	$1,059.50	$3.71
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.13	$3.64

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.73% for the Initial Class shares, multiplied by the average account value over the period, multiplied by 181/366 days to reflect the one-half year period. The Portfolio’s annualized expense ratio includes expenses borne directly by the class plus the Portfolio’s pro-rata share of the weighted average expense ratio of the underlying funds in which it invests (0.48%).

Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs, if applicable. If such fees or expenses were included, returns would be lower.

Maxim Aggressive Profile I Portfolio

Summary of Investments by Asset Class as of June 29, 2012

Asset Class	% of Portfolio Investments
International Equity	27.12%
Large-Cap Equity	36.90%
Mid-Cap Equity	22.97%
Small-Cap Equity	13.01%
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 (January 1, 2012 to June 29, 2012).

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 transactional 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. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value (1/1/12)	Ending Account Value (6/29/12)	Expenses Paid During Period* (1/1/12 - 6/29/12)
Actual	$1,000.00	$1,068.70	$4.14
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.73	$4.04

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.80% for the Initial Class shares, multiplied by the average account value over the period, multiplied by 181/366 days to reflect the one-half year period. The Portfolio’s annualized expense ratio includes expenses borne directly by the class plus the Portfolio’s pro-rata share of the weighted average expense ratio of the underlying funds in which it invests (0.55%).

Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs, if applicable. If such fees or expenses were included, returns would be lower.

MAXIM SERIES FUND, INC.

MAXIM CONSERVATIVE PROFILE I PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares			Value
BOND MUTUAL FUNDS
293,065	Maxim Federated Bond Portfolio Initial Class(a)	$	3,203,199
229,958	Maxim Putnam High Yield Bond Portfolio Initial Class(a)		1,839,666
190,219	Maxim Short Duration Bond Portfolio Initial Class(a)		1,982,077
342,947	Maxim Templeton Global Bond Portfolio Initial Class(a)		3,244,277
341,739	Maxim U.S. Government Mortgage Securities Portfolio Initial Class(a)		4,268,324
TOTAL BOND MUTUAL FUNDS — 47.24%
(Cost $14,351,101)		$	14,537,543
EQUITY MUTUAL FUNDS
86,490	Maxim American Century Growth Portfolio Initial Class(a)		935,821
84,271	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)		886,524
70,439	Maxim Invesco ADR Portfolio Initial Class(a)		733,977
111,760	Maxim Janus Large Cap Growth Portfolio Initial Class(a)		929,845
72,393	Maxim MFS International Growth Portfolio Initial Class(a)		739,136
90,293	Maxim MFS International Value Portfolio Initial Class(a)		731,373

Shares				Value
Equity Mutual Funds — (continued)
151,888		Maxim Putnam Equity Income Portfolio Initial Class(a)	$	1,556,853
102,417		Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)		1,561,858
23,936		Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)		417,916
70,968		Putnam Multi-Cap Value Fund A(a)		884,266
TOTAL EQUITY MUTUAL FUNDS— 30.48%
(Cost $8,955,267)			$	9,377,569
Account Balance
FIXED INTEREST CONTRACT
6,861,546	(b)	Great-West Life & Annuity Contract(a) 1.70% (c)		6,861,546
TOTAL FIXED INTEREST CONTRACT — 22.30%
(Cost $6,861,546)			$	6,861,546
TOTAL INVESTMENTS — 100.02%
(Cost $30,167,914)			$	30,776,658
OTHER ASSETS & LIABILITIES, NET — (0.02)%			$	(6,071)
TOTAL NET ASSETS — 100.00%			$	30,770,587

^(a)  Issuer is considered an affiliate of the Portfolio.

^(b)  Account Balance and Cost represent net deposits and approximates fair value.

^(c)  Interest rate is subject to change. Interest rate shown reflects the rate in effect at June 29, 2012.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

MAXIM MODERATELY CONSERVATIVE PROFILE I PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares			Value
BOND MUTUAL FUNDS
384,639	Maxim Federated Bond Portfolio Initial Class(a)	$	4,204,107
293,284	Maxim Putnam High Yield Bond Portfolio Initial Class(a)		2,346,273
449,442	Maxim Templeton Global Bond Portfolio Initial Class(a)		4,251,721
373,814	Maxim U.S. Government Mortgage Securities Portfolio Initial Class(a)		4,668,928
TOTAL BOND MUTUAL FUNDS — 32.84%
(Cost $15,330,997)		$	15,471,029
EQUITY MUTUAL FUNDS
217,491	Maxim American Century Growth Portfolio Initial Class(a)		2,353,257
144,055	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)		1,515,456
168,064	Maxim Invesco ADR Portfolio Initial Class(a)		1,751,225
68,368	Maxim Invesco Small-Cap Value Portfolio Initial Class(a)		715,818
281,833	Maxim Janus Large Cap Growth Portfolio Initial Class(a)		2,344,848
33,770	Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class(a)		715,924
171,306	Maxim MFS International Growth Portfolio Initial Class(a)		1,749,031

Shares				Value
Equity Mutual Funds — (continued)
216,458		Maxim MFS International Value Portfolio Initial Class(a)	$	1,753,308
301,115		Maxim Putnam Equity Income Portfolio Initial Class(a)		3,086,426
203,095		Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)		3,097,206
44,828		Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)		782,705
120,933		Putnam Multi-Cap Value Fund A(a)		1,506,830
TOTAL EQUITY MUTUAL FUNDS— 45.37%
(Cost $20,491,202)			$	21,372,034
Account Balance
FIXED INTEREST CONTRACT
10,271,072	(b)	Great-West Life & Annuity Contract(a) 1.70% (c)		10,271,072
TOTAL FIXED INTEREST CONTRACT — 21.81%
(Cost $10,271,072)			$	10,271,072
TOTAL INVESTMENTS — 100.02%
(Cost $46,093,271)			$	47,114,135
OTHER ASSETS & LIABILITIES, NET — (0.02)%			$	(9,178)
TOTAL NET ASSETS — 100.00%			$	47,104,957

^(a)  Issuer is considered an affiliate of the Portfolio.

^(b)  Account Balance and Cost represent net deposits and approximates fair value.

^(c) Interest rate is subject to change. Interest rate shown reflects the rate in effect at June 29, 2012.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

MAXIM MODERATE PROFILE I PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares			Value
BOND MUTUAL FUNDS
881,629	Maxim Federated Bond Portfolio Initial Class(a)	$	9,636,206
518,649	Maxim Putnam High Yield Bond Portfolio Initial Class(a)		4,149,192
1,028,753	Maxim Templeton Global Bond Portfolio Initial Class(a)		9,732,001
771,139	Maxim U.S. Government Mortgage Securities Portfolio Initial Class(a)		9,631,525
TOTAL BOND MUTUAL FUNDS — 23.87%
(Cost $32,719,471)		$	33,148,924
EQUITY MUTUAL FUNDS
766,818	Maxim American Century Growth Portfolio Initial Class(a)		8,296,975
434,124	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)		4,566,982
716,353	Maxim Invesco ADR Portfolio Initial Class(a)		7,464,394
201,008	Maxim Invesco Small-Cap Value Portfolio Initial Class(a)		2,104,551
993,785	Maxim Janus Large Cap Growth Portfolio Initial Class(a)		8,268,296
99,119	Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class(a)		2,101,320
731,635	Maxim MFS International Growth Portfolio Initial Class(a)		7,469,989
926,448	Maxim MFS International Value Portfolio Initial Class(a)		7,504,228

Shares			Value
Equity Mutual Funds — (continued)
1,087,695	Maxim Putnam Equity Income Portfolio Initial Class(a)	$	11,148,872
211,539	Maxim Small-Cap Growth Portfolio Initial Class(a)		4,224,436
734,055	Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)		11,194,341
277,654	Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)		4,847,844
363,805	Putnam Multi-Cap Value Fund A(a)		4,533,014
TOTAL EQUITY MUTUAL FUNDS— 60.30%
(Cost $76,652,870)		$	83,725,242
Account Balance
FIXED INTEREST CONTRACT
22,004,914(b)	Great-West Life & Annuity Contract(a) 1.70% (c)		22,004,914
TOTAL FIXED INTEREST CONTRACT — 15.85%
(Cost $22,004,914)		$	22,004,914
TOTAL INVESTMENTS — 100.02%
(Cost $131,377,255)		$	138,879,080
OTHER ASSETS & LIABILITIES, NET — (0.02)%		$	(26,930)
TOTAL NET ASSETS — 100.00%		$	138,852,150

^(a)  Issuer is considered an affiliate of the Portfolio.

^(b)  Account Balance and Cost represent net deposits and approximates fair value.

^(c)  Interest rate is subject to change. Interest rate shown reflects the rate in effect at June 29, 2012.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

MAXIM MODERATELY AGGRESSIVE PROFILE I PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares			Value
BOND MUTUAL FUNDS
565,814	Maxim Federated Bond Portfolio Initial Class(a)	$	6,184,346
465,712	Maxim Putnam High Yield Bond Portfolio Initial Class(a)		3,725,697
660,038	Maxim Templeton Global Bond Portfolio Initial Class(a)		6,243,961
494,911	Maxim U.S. Government Mortgage Securities Portfolio Initial Class(a)		6,181,441
TOTAL BOND MUTUAL FUNDS — 17.84%
(Cost $21,921,171)		$	22,335,445
EQUITY MUTUAL FUNDS
749,573	Maxim American Century Growth Portfolio Initial Class(a)		8,110,384
759,711	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)		7,992,159
767,448	Maxim Invesco ADR Portfolio Initial Class(a)		7,996,806
300,910	Maxim Invesco Small-Cap Value Portfolio Initial Class(a)		3,150,524
971,640	Maxim Janus Large Cap Growth Portfolio Initial Class(a)		8,084,043
148,921	Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class(a)		3,157,129
783,406	Maxim MFS International Growth Portfolio Initial Class(a)		7,998,575
988,665	Maxim MFS International Value Portfolio Initial Class(a)		8,008,188

Shares			Value
Equity Mutual Funds — (continued)
1,039,773	Maxim Putnam Equity Income Portfolio Initial Class(a)	$	10,657,671
190,132	Maxim Small-Cap Growth Portfolio Initial Class(a)		3,796,929
701,313	Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)		10,695,031
239,038	Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)		4,173,603
638,797	Putnam Multi-Cap Value Fund A(a)		7,959,409
TOTAL EQUITY MUTUAL FUNDS— 73.30%
(Cost $80,302,052)		$	91,780,451
Account Balance
FIXED INTEREST CONTRACT
11,126,119(b)	Great-West Life & Annuity Contract(a) 1.70%(c)		11,126,119
TOTAL FIXED INTEREST CONTRACT — 8.88%
(Cost $11,126,119)		$	11,126,119
TOTAL INVESTMENTS — 100.02%
(Cost $113,349,342)		$	125,242,015
OTHER ASSETS & LIABILITIES, NET — (0.02)%		$	(24,199)
TOTAL NET ASSETS — 100.00%		$	125,217,816

^(a)  Issuer is considered an affiliate of the Portfolio.

^(b)  Account Balance and Cost represent net deposits and approximates fair value.

^(c)  Interest rate is subject to change. Interest rate shown reflects the rate in effect at June 29, 2012.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

MAXIM AGGRESSIVE PROFILE I PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares			Value
EQUITY MUTUAL FUNDS
477,030	Maxim American Century Growth Portfolio Initial Class(a)	$	5,161,466
529,699	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)		5,572,438
527,978	Maxim Invesco ADR Portfolio Initial Class(a)		5,501,532
232,153	Maxim Invesco Small-Cap Value Portfolio Initial Class(a)		2,430,643
618,787	Maxim Janus Large Cap Growth Portfolio Initial Class(a)		5,148,307
114,904	Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class(a)		2,435,968
540,347	Maxim MFS International Growth Portfolio Initial Class(a)		5,516,939
676,867	Maxim MFS International Value Portfolio Initial Class(a)		5,482,622
591,971	Maxim Putnam Equity Income Portfolio Initial Class(a)		6,067,697

Shares			Value
Equity Mutual Funds — (continued)
152,575	Maxim Small-Cap Growth Portfolio Initial Class(a)		$3,046,916
398,411	Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)		6,075,771
162,402	Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)		2,835,543
447,179	Putnam Multi-Cap Value Fund A(a)		5,571,852
TOTAL EQUITY MUTUAL FUNDS — 100.02%
(Cost $54,346,841)		$	60,847,694
TOTAL INVESTMENTS — 100.02%
(Cost $54,346,841)		$	60,847,694
OTHER ASSETS & LIABILITIES, NET — (0.02)%		$	(11,674)
TOTAL NET ASSETS — 100.00%		$	60,836,020

^(a)  Issuer is considered an affiliate of the Portfolio.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

As of June 29, 2012 (Unaudited)

	Maxim Conservative Profile I Portfolio		Maxim Moderately Conservative Profile I Portfolio		Maxim Moderate Profile I Portfolio
ASSETS:
Investments at market value, affiliated(a)		$30,776,658		$47,114,135		$138,879,080
Subscriptions receivable		43,746		100,256		176,129
Total Assets		30,820,404		47,214,391		139,055,209
LIABILITIES:
Payable to investment adviser		6,071		9,178		26,930
Redemptions payable		30,006		58,979		77,220
Payable for investments purchased		13,740		41,277		98,909
Total Liabilities		49,817		109,434		203,059
NET ASSETS		$30,770,587		$47,104,957		$138,852,150
NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value		$375,005		$568,413		$1,602,414
Paid-in capital in excess of par		36,638,979		58,171,972		184,726,422
Net unrealized appreciation on investments		608,744		1,020,864		7,501,825
Undistributed net investment income		311,912		571,157		1,705,574
Accumulated net realized loss on investments		(7,164,053)		(13,227,449)		(56,684,085)
TOTAL NET ASSETS		$30,770,587		$47,104,957		$138,852,150
CAPITAL STOCK:
Authorized		100,000,000		100,000,000		100,000,000
Issued and Outstanding		3,750,048		5,684,126		16,024,135
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:		$8.21		$8.29		$8.67
(a)     Cost of investments, affiliated		$30,167,914		$46,093,271		$131,377,255

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

As of June 29, 2012 (Unaudited)

	Maxim Moderately Aggressive Profile I Portfolio		Maxim Aggressive Profile I Portfolio
ASSETS:
Investments at market value, affiliated(a)		$125,242,015		$60,847,694
Subscriptions receivable		192,722		125,504
Total Assets		125,434,737		60,973,198
LIABILITIES:
Payable to investment adviser		24,199		11,673
Redemptions payable		28,839		7,530
Payable for investments purchased		163,883		117,975
Total Liabilities		216,921		137,178
NET ASSETS		$125,217,816		$60,836,020
NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value		$1,459,544		$700,204
Paid-in capital in excess of par		181,758,264		89,531,168
Net unrealized appreciation on investments		11,892,673		6,500,853
Undistributed (Overdistributed) net investment income		398,874		(5,699)
Accumulated net realized loss on investments		(70,291,539)		(35,890,506)
TOTAL NET ASSETS		$125,217,816		$60,836,020
CAPITAL STOCK:
Authorized		100,000,000		100,000,000
Issued and Outstanding		14,595,436		7,002,038
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:		$8.58		$8.69
(a)     Cost of investments, affiliated		$113,349,342		$54,346,841

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF OPERATIONS

For the period ended June 29, 2012 (Unaudited)

	Maxim Conservative Profile I Portfolio		Maxim Moderately Conservative Profile I Portfolio		Maxim Moderate Profile I Portfolio
INVESTMENT INCOME:
Interest, affiliated		$58,481		$87,634		$209,431
Dividends, affiliated		226,214		278,361		693,937
Total Income		284,695		365,995		903,368
EXPENSES:
Management fees		38,365		58,788		193,171
Total Expenses		38,365		58,788		193,171
NET INVESTMENT INCOME		246,330		307,207		710,197
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments, affiliated		240,459		569,641		8,702,678
Change in net unrealized appreciation on investments		769,433		1,345,027		607,843
Net Realized and Unrealized Gain on Investments		1,009,892		1,914,668		9,310,521
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$1,256,222		$2,221,875		$10,020,718

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF OPERATIONS

For the period ended June 29, 2012 (Unaudited)

	Maxim Moderately Aggressive Profile I Portfolio		Maxim Aggressive Profile I Portfolio
INVESTMENT INCOME:
Interest, affiliated		$96,879		$–
Dividends, affiliated		543,109		134,433
Total Income		639,988		134,433
EXPENSES:
Management fees		158,512		78,493
Total Expenses		158,512		78,493
NET INVESTMENT INCOME		481,476		55,940
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments, affiliated		3,879,093		2,532,965
Change in net unrealized appreciation on investments		3,187,161		1,938,673
Net Realized and Unrealized Gain on Investments		7,066,254		4,471,638
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$7,547,730		$4,527,578

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

For the period ended June 29, 2012 and fiscal year ended December 31, 2011

	2012 (Unaudited)		2011
Maxim Conservative Profile I Portfolio
OPERATIONS:
Net investment income		$246,330		$805,136
Net realized gain on investments, affiliated		240,459		1,192,106
Capital gain distributions received, affiliated		–		380,447
Change in net unrealized appreciation (depreciation) on investments		769,433		(2,080,153)
Net Increase in Net Assets Resulting from Operations		1,256,222		297,536
DISTRIBUTIONS TO SHAREHOLDERS:
From return of capital		–		(59,119)
From net investment income		(244,790)		(726,873)
From net realized gains		–		(1,187,168)
Total Distributions		(244,790)		(1,973,160)
CAPITAL SHARE TRANSACTIONS:
Shares sold		4,614,147		11,335,791
Shares issued in reinvestment of distributions		244,790		1,973,160
Shares redeemed		(7,135,357)		(7,695,351)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(2,276,420)		5,613,600
Total Increase (Decrease) in Net Assets		(1,264,988)		3,937,976
NET ASSETS:
Beginning of period		32,035,575		28,097,599
End of period (a)		$30,770,587		$32,035,575
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold		561,574		1,349,204
Shares issued in reinvestment of distributions		30,221		245,213
Shares redeemed		(869,871)		(917,871)
Net Increase (Decrease)		(278,076)		676,546
(a)     Including undistributed net investment income:		$311,912		$310,372

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

For the period ended June 29, 2012 and fiscal year ended December 31, 2011

	2012 (Unaudited)		2011
Maxim Moderately Conservative Profile I Portfolio
OPERATIONS:
Net investment income		$307,207		$1,044,660
Net realized gain on investments, affiliated		569,641		2,153,570
Capital gain distributions received, affiliated		–		937,958
Change in net unrealized appreciation (depreciation) on investments		1,345,027		(4,196,745)
Net Increase (Decrease) in Net Assets Resulting from Operations		2,221,875		(60,557)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(305,014)		(816,203)
From net realized gains		–		(2,800,579)
Total Distributions		(305,014)		(3,616,782)
CAPITAL SHARE TRANSACTIONS:
Shares sold		4,938,745		16,359,524
Shares issued in reinvestment of distributions		305,014		3,616,782
Shares redeemed		(8,821,145)		(11,825,461)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(3,577,386)		8,150,845
Total Increase (Decrease) in Net Assets		(1,660,525)		4,473,506
NET ASSETS:
Beginning of period		48,765,482		44,291,976
End of period (a)		$47,104,957		$48,765,482
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold		593,258		1,909,030
Shares issued in reinvestment of distributions		37,471		448,971
Shares redeemed		(1,067,487)		(1,374,004)
Net Increase (Decrease)		(436,758)		983,997
(a)     Including undistributed net investment income:		$571,157		$568,964

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

For the period ended June 29, 2012 and fiscal year ended December 31, 2011

	2012 (Unaudited)		2011
Maxim Moderate Profile I Portfolio
OPERATIONS:
Net investment income		$710,197		$3,311,138
Net realized gain on investments, affiliated		8,702,678		11,185,805
Capital gain distributions received, affiliated		–		4,306,843
Change in net unrealized appreciation (depreciation) on investments		607,843		(20,982,500)
Net Increase (Decrease) in Net Assets Resulting from Operations		10,020,718		(2,178,714)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(708,710)		(2,664,610)
From net realized gains		–		(14,012,288)
Total Distributions		(708,710)		(16,676,898)
CAPITAL SHARE TRANSACTIONS:
Shares sold		11,006,304		29,127,533
Shares issued in reinvestment of distributions		708,710		16,676,898
Shares redeemed		(60,437,385)		(30,698,272)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(48,722,371)		15,106,159
Total Decrease in Net Assets		(39,410,363)		(3,749,453)
NET ASSETS:
Beginning of period		178,262,513		182,011,966
End of period (a)		$138,852,150		$178,262,513
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold		1,262,414		3,157,600
Shares issued in reinvestment of distributions		83,673		1,993,224
Shares redeemed		(6,872,885)		(3,324,779)
Net Increase (Decrease)		(5,526,798)		1,826,045
(a)     Including undistributed net investment income:		$1,705,574		$1,704,087

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

For the period ended June 29, 2012 and fiscal year ended December 31, 2011

	2012 (Unaudited)		2011
Maxim Moderately Aggressive Profile I Portfolio
OPERATIONS:
Net investment income		$481,476		$2,108,894
Net realized gain on investments, affiliated		3,879,093		9,146,233
Capital gain distributions received, affiliated		–		3,488,598
Change in net unrealized appreciation (depreciation) on investments		3,187,161		(17,769,670)
Net Increase (Decrease) in Net Assets Resulting from Operations		7,547,730		(3,025,945)
DISTRIBUTIONS TO SHAREHOLDERS:
From return of capital		–		(17,168)
From net investment income		(486,049)		(1,978,027)
From net realized gains		–		(10,356,345)
Total Distributions		(486,049)		(12,351,540)
CAPITAL SHARE TRANSACTIONS:
Shares sold		8,573,946		25,465,950
Shares issued in reinvestment of distributions		486,049		12,351,540
Shares redeemed		(23,716,271)		(27,791,176)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(14,656,276)		10,026,314
Total Decrease in Net Assets		(7,594,595)		(5,351,171)
NET ASSETS:
Beginning of period		132,812,411		138,163,582
End of period (a)		$125,217,816		$132,812,411
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold		992,400		2,789,774
Shares issued in reinvestment of distributions		58,209		1,503,647
Shares redeemed		(2,785,441)		(3,062,388)
Net Increase (Decrease)		(1,734,832)		1,231,033
(a)     Including undistributed net investment income:		$398,874		$403,447

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

For the period ended June 29, 2012 and fiscal year ended December 31, 2011

	2012 (Unaudited)		2011
Maxim Aggressive Profile I Portfolio
OPERATIONS:
Net investment income		$55,940		$536,913
Net realized gain on investments, affiliated		2,532,965		3,090,165
Capital gain distributions received, affiliated		–		2,230,187
Change in net unrealized appreciation (depreciation) on investments		1,938,673		(9,066,959)
Net Increase (Decrease) in Net Assets Resulting from Operations		4,527,578		(3,209,694)
DISTRIBUTIONS TO SHAREHOLDERS:
From return of capital		–		(5,874)
From net investment income		(61,639)		(536,913)
From net realized gains		–		(4,234,539)
Total Distributions		(61,639)		(4,777,326)
CAPITAL SHARE TRANSACTIONS:
Shares sold		5,796,746		15,411,952
Shares issued in reinvestment of distributions		61,639		4,777,326
Shares redeemed		(14,433,372)		(15,771,242)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(8,574,987)		4,418,036
Total Decrease in Net Assets		(4,109,048)		(3,568,984)
NET ASSETS:
Beginning of period		64,945,068		68,514,052
End of period (a)		$60,836,020		$64,945,068
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold		661,702		1,686,511
Shares issued in reinvestment of distributions		7,355		586,151
Shares redeemed		(1,649,695)		(1,741,816)
Net Increase (Decrease)		(980,638)		530,846
(a)     Including (overdistributed) net investment income:		$(5,699)		$0

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio throughout the periods indicated.

				Years Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011		2010		2009		2008		2007
Maxim Conservative Profile I Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$7.95			$8.38		$9.39		$8.18		$10.11		$10.30
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.08			0.18		0.20		0.25		0.37		0.31
Capital gain distributions received		–			0.09		0.03		0.02		0.15		0.22
Net realized and unrealized gain (loss)		0.25			(0.19)		0.57		1.37		(1.88)		0.01
Total (Loss) From Investment Operations		0.33			0.08		0.80		1.64		(1.36)		0.54
LESS DISTRIBUTIONS:
From return of capital		–			(0.01)		–		–		–		–
From net investment income		(0.07)			(0.17)		(0.20)		(0.26)		(0.36)		(0.31)
From net realized gains		–			(0.33)		(1.61)		(0.17)		(0.21)		(0.42)
Total Distributions		(0.07)			(0.51)		(1.81)		(0.43)		(0.57)		(0.73)
NET ASSET VALUE, END OF PERIOD		$8.21			$7.95		$8.38		$9.39		$8.18		$10.11
TOTAL RETURN(a)		4.10%	(b)		1.06%		8.73%		20.39%		(13.77%)		5.56%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$30,771			$32,036		$28,098		$52,967		$48,158		$49,412
Ratio of expenses to average net assets(c)		0.25%	(d)		0.25%		0.25%		0.25%		0.25%		0.25%
Ratio of net investment income to average net assets		1.60%	(d)		2.62%		2.00%		2.67%		4.03%		3.10%
Portfolio turnover rate		12%	(b)		29%		40%		33%		44%		21%

^(a)  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.

^(b)  Not annualized for periods less than one full year.

^(c)  Does not include expenses of the underlying investments in which the Portfolio invests.

^(d)  Annualized.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio throughout the periods indicated.

				Years Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011		2010		2009		2008		2007
Maxim Moderately Conservative Profile I Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$7.97			$8.62		$9.15		$7.83		$10.25		$10.47
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.06			0.18		0.15		0.17		0.29		0.26
Capital gain distributions received		–			0.15		0.04		0.02		0.21		0.37
Net realized and unrealized gain (loss)		0.31			(0.34)		0.71		1.52		(2.30)		0.03
Total (Loss) From Investment Operations		0.37			(0.01)		0.90		1.71		(1.80)		0.66
LESS DISTRIBUTIONS:
From net investment income		(0.05)			(0.15)		(0.15)		(0.18)		(0.28)		(0.26)
From net realized gains		–			(0.49)		(1.28)		(0.21)		(0.34)		(0.62)
Total Distributions		(0.05)			(0.64)		(1.43)		(0.39)		(0.62)		(0.88)
NET ASSET VALUE, END OF PERIOD		$8.29			$7.97		$8.62		$9.15		$7.83		$10.25
TOTAL RETURN(a)		4.70%	(b)		(0.07%)		10.04%		22.09%		(18.11%)		6.41%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$47,105			$48,765		$44,292		$70,893		$58,249		$68,748
Ratio of expenses to average net assets(c)		0.25%	(d)		0.25%		0.25%		0.25%		0.25%		0.25%
Ratio of net investment income to average net assets		1.31%	(d)		2.26%		1.51%		1.96%		3.07%		2.57%
Portfolio turnover rate		9%	(b)		35%		43%		31%		48%		20%

^(a)  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.

^(b)  Not annualized for periods less than one full year.

^(c)  Does not include expenses of the underlying investments in which the Portfolio invests.

^(d)  Annualized.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio throughout the periods indicated.

				Years Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011		2010		2009		2008		2007
Maxim Moderate Profile I Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$8.27			$9.23		$9.17		$7.68		$10.88		$11.10
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.07			0.16		0.12		0.13		0.25		0.25
Capital gain distributions received		–			0.20		0.05		0.03		0.27		0.50
Net realized and unrealized gain (loss)		0.37			(0.48)		0.87		1.69		(2.96)		0.02
Total (Loss) From Investment Operations		0.44			(0.12)		1.04		1.85		(2.44)		0.77
LESS DISTRIBUTIONS:
From net investment income		(0.04)			(0.13)		(0.12)		(0.14)		(0.25)		(0.24)
From net realized gains		–			(0.71)		(0.86)		(0.22)		(0.51)		(0.75)
Total Distributions		(0.04)			(0.84)		(0.98)		(0.36)		(0.76)		(0.99)
NET ASSET VALUE, END OF PERIOD		$8.67			$8.27		$9.23		$9.17		$7.68		$10.88
TOTAL RETURN(a)		5.38%	(b)		(1.26%)		11.54%		24.43%		(23.29%)		7.13%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$138,852			$178,263		$182,012		$294,910		$240,361		$308,070
Ratio of expenses to average net assets(c)		0.25%	(d)		0.25%		0.25%		0.25%		0.25%		0.25%
Ratio of net investment income to average net assets		0.92%	(d)		1.82%		1.21%		1.54%		2.63%		2.27%
Portfolio turnover rate		6%	(b)		32%		32%		26%		48%		14%

^(a)  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.

^(b)  Not annualized for periods less than one full year.

^(c)  Does not include expenses of the underlying investments in which the Portfolio invests.

^(d)  Annualized.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio throughout the periods indicated.

				Years Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011			2010		2009		2008		2007
Maxim Moderately Aggressive Profile I Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$8.13			$9.15			$8.85		$7.14		$11.13		$11.47
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.03			0.13			0.11		0.12		0.23		0.25
Capital gain distributions received		–			0.21			0.05		0.02		0.28		0.58
Net realized and unrealized gain (loss)		0.45			(0.54)			0.99		1.88		(3.74)		(0.03)
Total (Loss) From Investment Operations		0.48			(0.20)			1.15		2.02		(3.23)		0.80
LESS DISTRIBUTIONS:
From return of capital		–			(0.00)	(a)		–		–		–		–
From net investment income		(0.03)			(0.12)			(0.11)		(0.13)		(0.23)		(0.24)
From net realized gains		–			(0.70)			(0.74)		(0.18)		(0.53)		(0.90)
Total Distributions		(0.03)			(0.82)			(0.85)		(0.31)		(0.76)		(1.14)
NET ASSET VALUE, END OF PERIOD		$8.58			$8.13			$9.15		$8.85		$7.14		$11.13
TOTAL RETURN(b)		5.95%	(c)		(2.16%)			13.16%		28.58%		(30.24%)		7.25%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$125,218			$132,812			$138,164		$275,109		$214,134		$297,817
Ratio of expenses to average net assets(d)		0.25%	(e)		0.25%			0.25%		0.25%		0.25%		0.25%
Ratio of net investment income to average net assets		0.76%	(e)		1.52%			1.08%		1.47%		2.48%		2.20%
Portfolio turnover rate		6%	(c)		35%			27%		24%		52%		19%

^(a)  The distribution from return of capital was less than $0.01 per share.

^(b)  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.

^(c)  Not annualized for periods less than one full year.

^(d)  Does not include expenses of the underlying investments in which the Portfolio invests.

^(e)  Annualized.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock of the Portfolio throughout the periods indicated.

				Years Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011			2010		2009		2008		2007
Maxim Aggressive Profile I Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$8.14			$9.19			$8.18		$6.29		$11.48		$11.99
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.01			0.09			0.06		0.06		0.07		0.13
Capital gain distributions received		–			0.28			0.06		0.02		0.31		0.83
Net realized and unrealized gain (loss)		0.55			(0.78)			1.15		1.98		(4.74)		(0.14)
Total (Loss) From Investment Operations		0.56			(0.41)			1.27		2.06		(4.36)		0.82
LESS DISTRIBUTIONS:
From return of capital		–			(0.00)	(a)		–		–		–		–
From net investment income		(0.01)			(0.09)			(0.06)		(0.06)		(0.07)		(0.13)
From net realized gains		–			(0.55)			(0.20)		(0.11)		(0.76)		(1.20)
Total Distributions		(0.01)			(0.64)			(0.26)		(0.17)		(0.83)		(1.33)
NET ASSET VALUE, END OF PERIOD		$8.69			$8.14			$9.19		$8.18		$6.29		$11.48
TOTAL RETURN(b)		6.87%	(c)		(4.41%)			15.55%		33.01%		(40.04%)		7.12%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$60,836			$64,945			$68,514		$115,560		$84,904		$134,715
Ratio of expenses to average net assets(d)		0.25%	(e)		0.25%			0.25%		0.25%		0.25%		0.25%
Ratio of net investment income to average net assets		0.18%	(e)		0.78%			0.57%		0.68%		0.79%		1.18%
Portfolio turnover rate		6%	(c)		35%			29%		23%		54%		11%

^(a)  The distribution from return of capital was less than $0.01 per share.

^(b)  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.

^(c)  Not annualized for periods less than one full year.

^(d)  Does not include expenses of the underlying investments in which the Portfolio invests.

^(e)  Annualized.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

MAXIM SERIES FUND, INC.

Notes to Financial Statements

(Unaudited)

1. ORGANIZATION AND 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 sixty-three portfolios. Interests in the Maxim Conservative Profile I, Maxim Moderately Conservative Profile I, Maxim Moderate Profile I, Maxim Moderately Aggressive Profile I and Maxim Aggressive Profile I Portfolios (the Portfolios) are included herein and are represented by separate classes of beneficial interest of the Fund. The investment objective of each Portfolio is to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize fixed income investments for the Maxim Conservative Profile I Portfolio; to seek capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize fixed income investments, and to a lesser degree, in those that emphasize equity investments for the Maxim Moderately Conservative Profile I Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund with a relatively equal emphasis on equity and fixed income investments for the Maxim Moderate Profile I Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize equity investments, and to a lesser degree, in those that emphasize fixed income investments for the Maxim Moderately Aggressive Profile I Portfolio and to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize equity investments for the Maxim Aggressive Profile I Portfolio. Each Portfolio is non-diversified as defined in the 1940 Act. The Portfolios are available as an investment option for insurance company separate accounts for certain variable annuity contracts and variable life insurance policies, to individual retirement account custodians or trustees, to plan sponsors of qualified retirement plans, and to college savings programs.

Each of the Portfolios offer two share classes, referred to as the Initial Class and Class L. This report includes information for the Initial Class; Class L has not yet been capitalized.

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.

Net Asset Value

The net asset value of each Portfolio’s shares is determined by dividing the net assets attributable to each Portfolio by the number of issued and outstanding shares of each Portfolio on each business day.

Security Valuation

Investments in shares of the underlying mutual funds are valued at their net asset value as reported by the underlying mutual fund.

Investments in the Great-West Life & Annuity Contract (GWL&A Contract) are valued at the amount of net deposits, determined on a daily basis. The investment in the GWL&A Contract is a guaranteed account invested in the general account of Great-West Life & Annuity Insurance Company (GWL&A).

The Portfolios classify valuations into three levels based upon the transparency of inputs to the valuation of each Portfolio’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. The three levels are defined as follows:

Level 1 – Unadjusted quoted prices for identical securities in active markets.

Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets. The fair value for some Level 2 securities may be obtained from pricing services. The inputs used by the pricing services are reviewed quarterly or when the pricing vendor issues updates to its pricing methodologies.

Level 3 – Unobservable inputs to the extent observable inputs are not available. Unobservable inputs reflect the reporting entity’s own assumptions and would be based on the best information available under the circumstances.

As of June 29, 2012, the inputs used to value the Portfolio’s investments are detailed in the following table. The Portfolios recognize transfers between levels as of the beginning of the reporting period.

Maxim Conservative Profile I Portfolio

		Level 1			Level 2			Level 3			Total
Assets
Bond Mutual Funds	$		14,537,543	$		—	$		—	$		14,537,543
Equity Mutual Funds			9,377,569			—			—			9,377,569
Fixed Interest Contract			—			—			6,861,546			6,861,546
Total Investments	$		23,915,112	$		0	$		6,861,546	$		30,776,658
Maxim Moderately Conservative Profile I Portfolio
		Level 1			Level 2			Level 3			Total
Assets
Bond Mutual Funds	$		15,471,029	$		—	$		—	$		15,471,029
Equity Mutual Funds			21,372,034			—			—			21,372,034
Fixed Interest Contract			—			—			10,271,072			10,271,072
Total Investments	$		36,843,063	$		0	$		10,271,072	$		47,114,135
Maxim Moderate Profile I Portfolio
		Level 1			Level 2			Level 3			Total
Assets
Bond Mutual Funds	$		33,148,924	$		—	$		—	$		33,148,924
Equity Mutual Funds			83,725,242			—			—			83,725,242
Fixed Interest Contract			—			—			22,004,914			22,004,914
Total Investments	$		116,874,166	$		0	$		22,004,914	$		138,879,080
Maxim Moderately Aggressive Profile I Portfolio
		Level 1			Level 2			Level 3			Total
Assets
Bond Mutual Funds	$		22,335,445	$		—	$		—	$		22,335,445
Equity Mutual Funds			91,780,451			—			—			91,780,451
Fixed Interest Contract			—			—			11,126,119			11,126,119
Total Investments	$		114,115,896	$		0	$		11,126,119	$		125,242,015
Maxim Aggressive Profile I Portfolio
		Level 1			Level 2			Level 3			Total
Assets
Equity Mutual Funds	$		60,847,694	$		—	$		—	$		60,847,694
Total Investments	$		60,847,694	$		0	$		0	$		60,847,694

The following is a reconciliation of change in Level 3 assets during the period ended June 29, 2012:

		Maxim Conservative Profile I Portfolio		Maxim Moderately Conservative Profile I Portfolio		Maxim Moderate Profile I Portfolio
Beginning Balance, January 1, 2012	$	7,200,794	$	10,697,085	$	28,387,214
Total realized gains (loss)		–		–		–
Total unrealized gain (loss) relating to instruments not held at reporting date		–		–		–
Total unrealized gain (loss) relating to instruments still held at reporting date		–		–		–
Total interest		58,481		87,634		209,431
Purchases		640,804		894,990		1,773,534
Sales		(1,038,533)		(1,408,636)		(8,365,265)
Transfers into Level 3		–		–		–
Transfers out of Level 3		–		–		–
Ending Balance, June 29, 2012	$	6,861,546	$	10,271,072	$	22,004,914
		Maxim Moderately Aggressive Profile I Portfolio
Beginning Balance, January 1, 2012	$	11,892,473
Total realized gains (loss)		–
Total unrealized gain (loss) relating to instruments not held at reporting date		–
Total unrealized gain (loss) relating to instruments still held at reporting date		–
Total interest		96,879
Purchases		1,133,009
Sales		(1,996,242)
Transfers into Level 3		–
Transfers out of Level 3		–
Ending Balance, June 29, 2012	$	11,126,119

Level 3 securities include investments in the GWL&A Contract, the fair value of which has been determined with the use of an internal model. The internal model incorporates, among other observable inputs, the financial strength and credit risk of GWL&A and its ability to meet ongoing obligations to its policyholders (i.e., a credit risk input). The Portfolios consider the credit risk input to be an unobservable input. As of June 29, 2012, the input to the internal model related to credit risk was not significant to the fair value measurement. If there were a significant decrease in GWL&A’s credit risk, it may result in a lower fair value measurement.

Risk Factors

Investing in the Portfolios may involve certain risks including, but not limited to, those described below.

Investments in each Portfolio are subject to risks related to its allocation strategy. The success of each Portfolio will be impacted by the results of the underlying funds.

Unforeseen developments in market conditions may result in the decline of prices of, and the income generated by, the securities held by the underlying funds. These events may have adverse effects on the Portfolios such as a decline in the value and liquidity of many securities held by the Portfolios, and a decrease in net asset value. Such unforeseen developments may limit or preclude the Portfolio’s ability to achieve its investment objective.

Investing in underlying funds that primarily invest in stocks may involve larger price fluctuation and greater potential for loss than other types of investments. This may cause the underlying funds to be subject to larger short-term declines in value.

The Portfolio’s underlying funds may have elements of risk due to concentrated investments in foreign issuers located in a specific country. Such concentrations may subject the Portfolios to additional risks resulting from future political or economic conditions and/or possible impositions of adverse foreign governmental laws or currency exchange restrictions. Investments in securities of non-U.S. issuers have unique risks not present in securities of U.S. issuers, such as greater price volatility and less liquidity.

Each Portfolio may invest in underlying funds that primarily invest in bonds. Fixed income securities are subject to credit risk, which is the possibility that a security could have its credit rating downgraded or that the issuer of the security could fail to make timely payments or default on payments of interest or principal. Additionally, fixed income securities are subject to interest rate risk, meaning the decline in the price of debt securities that accompanies a rise in interest rates.

Bonds with longer maturities are subject to greater price fluctuations than bonds with shorter maturities. The prices of mortgage-backed and asset-backed securities are sensitive to the rate of principal prepayments on the underlying assets.

The underlying funds of the Portfolios may be invested in bonds which are rated below investment grade. These high yield bonds may be more susceptible than higher grade bonds to real or perceived adverse economic or industry conditions. The secondary market, on which high yield bonds are traded, may also be less liquid than the market for higher grade bonds.

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).

Realized gains and losses from investments sold are 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 GWL&A Contract is accrued daily.

Federal Income Taxes

Each Portfolio’s policy complies with the requirements of the Internal Revenue Code that are applicable to regulated investment companies. Each Portfolio intends to distribute sufficient net investment income and net capital gains, if any, so that they will not be subject to excise tax on undistributed net investment income and capital gains. Therefore, no federal income taxes or excise tax provision is required.

The Portfolio recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.

Each Portfolio files U.S. Federal and State tax returns. The statute of limitations on the Portfolios U.S. Federal tax returns remain open for the fiscal years ended 2008 through 2001. The statute of limitations on the Portfolios State tax returns may remain open for an additional year depending on the jurisdiction.

Application of Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board issued ASU No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU No. 2011-04). ASU No. 2011-04 does not extend the use of the existing concept or guidance regarding fair value. It results in common fair value measurements and disclosures between accounting principles generally accepted in the United States and those of International Financial Reporting Standards. ASU No. 2011-04 expands disclosure requirements for Level 3 inputs to include a quantitative description of the unobservable inputs used, a description of the valuation process used and a qualitative description about the sensitivity of the fair value measurements. ASU No. 2011-04 is effective for interim or annual periods beginning on or after December 15, 2011. The Portfolios adopted ASU No. 2011-04 for their fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-04 did not have an impact on the financial position of the Portfolios or the results of their 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 (the Adviser), a wholly-owned subsidiary of GWL&A. As compensation for its services to the Fund, the Adviser receives monthly compensation at the annual rate of 0.25% of the average daily net assets of each Portfolio. Each Portfolio will also bear the indirect expense of the underlying investments. Because the underlying funds have varied expense and fee levels and the Portfolios may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Portfolios will vary.

GWFS Equities, Inc. (the Distributor), is a wholly-owned subsidiary of GWL&A and the principal underwriter to distribute and market the Portfolio.

The total compensation paid to the independent directors with respect to all sixty-three portfolios for which they serve as Directors was $130,500 for the period ended June 29, 2012. 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 by GWL&A. The GWL&A 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). As a result of the investments in certain of the Portfolios and GWL&A being an affiliated entity the Portfolios are exposed to the risk of unanticipated industry conditions as well as risks specific to a single corporation. If GWL&A were to become insolvent, the GWL&A Contract would be settled commensurate with other policy holder obligations.

On March 5, 2003, the U.S. Securities and Exchange Commission (SEC) issued exemptive relief (the Exemptive Order) to GWL&A, the Adviser and the Fund permitting the affiliated applicants to purchase the GWL&A Contract. Some of the terms and conditions under which the Exemptive Order was issued are set forth below. Any deviation from these terms and conditions would require the affiliated applicants to seek permission from the SEC to implement any such deviation. There were no deviations from the terms and conditions of the Exemptive Order as of the period ended June 29, 2012.

The amounts deposited will accrue interest at a declared rate of interest, adjustable on a calendar quarter or other periodic basis, guaranteed to be no less than 1.5%. The investment in the GWL&A Contract may be terminated by GWL&A or the Portfolios with no more than 7 days prior written notice. The guaranteed interest rate paid will be at least as favorable as the guaranteed interest rate paid on other similar products issued by GWL&A or other comparable companies.

The Maxim Board of Directors must annually consider whether allocation by the Portfolios to the GWL&A Contract is in the best interest of the shareholders as compared to allocating such amounts to another available short duration/short term bond fund.

Each of the Portfolios may also invest in various funds affiliated with the Adviser & GWL&A. The following tables are a summary of the transactions for each underlying investment during the period ended June 29, 2012, in which the issuer was an affiliate of a Portfolio, as defined in the 1940 Act.

Maxim Conservative Profile I Portfolio

Affiliate	Shares Held/Account Balance		Market Value 12/31/2011		Purchase Cost		Sales Cost			Net Realized Gain/(Loss)			Dividends and Interest Received			Market Value 6/29/2012
Great-West Life & Annuity Contract		6,861,546		$    7,200,794		$    640,804		$    1,038,533	$		—	$		58,481	$		6,861,546
Maxim American Century Growth Portfolio Initial Class		86,490		955,268		119,567		220,862			13,120			2,012			935,821
Maxim Federated Bond Portfolio Initial Class		293,065		3,371,751		337,163		500,232			54,142			40,131			3,203,199
Maxim Goldman Sachs MidCap Value Portfolio Initial Class		84,271		900,462		123,849		139,788			68,493			3,000			886,524
Maxim Invesco ADR Portfolio Initial Class		70,439		751,048		161,915		202,327			(22,529)			—			733,977
Maxim Janus Large Cap Growth Portfolio Initial Class		111,760		977,668		126,377		393,832			(102,020)			—			929,845
Maxim MFS International Growth Portfolio Initial Class		72,393		751,960		142,473		200,265			6,398			—			739,136
Maxim MFS International Value Portfolio Initial Class		90,293		749,779		93,123		146,014			12,347			—			731,373
Maxim Putnam Equity Income Portfolio Initial Class		151,888		1,593,451		255,113		371,597			14,531			10,317			1,556,853
Maxim Putnam High Yield Bond Portfolio Initial Class		229,958		1,927,275		143,195		289,972			17,335			49,007			1,839,666
Maxim Short Duration Bond Portfolio Initial Class		190,219		2,082,424		197,874		301,526			18,350			17,871			1,982,077
Maxim T. Rowe Price Equity/Income Portfolio Initial Class		102,417		1,595,379		219,205		309,279			60,422			14,879			1,561,858
Maxim T. Rowe Price MidCap Growth Portfolio Initial Class		23,936		430,491		55,291		93,658			7,291			—			417,916
Maxim Templeton Global Bond Portfolio Initial Class		342,947		3,363,870		309,464		556,294			26,945			32,230			3,244,277
Maxim U.S. Government Mortgage Securities Portfolio Initial Class		341,739		4,491,031		500,212		741,189			6,112			56,767			4,268,324
Putnam Multi-Cap Value Fund A		70,968		899,806		151,999		165,968			59,522			—			884,266
									$		240,459	$		284,695	$		30,776,658

See notes to financial statements.

Semi-Annual Report - June 29, 2012

Maxim Moderately Conservative Profile I Portfolio

Affiliate	Shares Held/Account Balance		Market Value 12/31/2011		Purchase Cost		Sales Cost			Net Realized Gain/(Loss)			Dividends and Interest Received			Market Value 6/29/2012
Great-West Life & Annuity Contract		10,271,072		$    10,697,085		$    894,990		$    1,408,636	$		—	$		87,634	$		10,271,072
Maxim American Century Growth Portfolio Initial Class		217,491		2,435,482		155,721		450,198			22,490			5,009			2,353,257
Maxim Federated Bond Portfolio Initial Class		384,639		4,386,701		434,905		641,433			41,385			51,840			4,204,107
Maxim Goldman Sachs MidCap Value Portfolio Initial Class		144,055		1,545,891		127,648		180,068			94,516			5,035			1,515,456
Maxim Invesco ADR Portfolio Initial Class		168,064		1,794,892		266,804		256,838			49,012			—			1,751,225
Maxim Invesco Small-Cap Value Portfolio Initial Class		68,368		728,084		72,133		112,326			33,341			1,182			715,818
Maxim Janus Large Cap Growth Portfolio Initial Class		281,833		2,482,130		166,678		781,048			(184,839)			—			2,344,848
Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class		33,770		728,204		71,625		93,739			35,112			1,609			715,924
Maxim MFS International Growth Portfolio Initial Class		171,306		1,800,934		212,494		291,831			88,039			—			1,749,031
Maxim MFS International Value Portfolio Initial Class		216,458		1,796,670		131,591		168,572			114,535			—			1,753,308
Maxim Putnam Equity Income Portfolio Initial Class		301,115		3,175,341		333,583		579,778			20,009			20,023			3,086,426
Maxim Putnam High Yield Bond Portfolio Initial Class		293,284		2,438,538		164,966		327,048			27,833			61,834			2,346,273
Maxim T. Rowe Price Equity/Income Portfolio Initial Class		203,095		3,170,287		251,303		466,992			81,580			28,958			3,097,206
Maxim T. Rowe Price MidCap Growth Portfolio Initial Class		44,828		812,466		62,815		122,080			30,797			—			782,705
Maxim Templeton Global Bond Portfolio Initial Class		449,442		4,372,281		276,834		567,420			28,500			41,796			4,251,721
Maxim U.S. Government Mortgage Securities Portfolio Initial Class		373,814		4,871,478		522,554		747,169			6,633			61,075			4,668,928
Putnam Multi-Cap Value Fund A		120,933		1,539,202		168,210		213,871			80,698			—			1,506,830
									$		569,641	$		365,995	$		47,114,135

See notes to financial statements.

Semi-Annual Report - June 29, 2012

Maxim Moderate Profile I Portfolio
Affiliate	Shares Held/Account Balance		Market Value 12/31/2011		Purchase Cost		Sales Cost			Net Realized Gain/(Loss)			Dividends and Interest Received			Market Value 6/29/2012
Great-West Life & Annuity Contract		22,004,914		$    28,387,214		$    1,773,534		$    8,365,265	$		—	$		209,431	$		22,004,914
Maxim American Century Growth Portfolio Initial Class		766,818		10,684,489		273,360		3,497,080			282,028			17,629			8,296,975
Maxim Federated Bond Portfolio Initial Class		881,629		12,456,352		983,951		3,630,109			349,560			132,179			9,636,206
Maxim Goldman Sachs MidCap Value Portfolio Initial Class		434,124		5,821,244		215,774		930,542			1,014,159			15,170			4,566,982
Maxim Invesco ADR Portfolio Initial Class		716,353		9,534,905		823,243		2,337,179			663,675			—			7,464,394
Maxim Invesco Small-Cap Value Portfolio Initial Class		201,008		2,659,459		109,300		649,408			252,707			3,471			2,104,551
Maxim Janus Large Cap Growth Portfolio Initial Class		993,785		10,708,842		355,569		5,474,468			(1,306,944)			—			8,268,296
Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class		99,119		2,666,965		121,231		545,084			331,282			4,734			2,101,320
Maxim MFS International Growth Portfolio Initial Class		731,635		9,580,247		559,517		2,152,863			1,243,297			—			7,469,989
Maxim MFS International Value Portfolio Initial Class		926,448		9,582,646		297,595		1,886,516			1,099,070			—			7,504,228
Maxim Putnam Equity Income Portfolio Initial Class		1,087,695		14,355,224		717,446		4,594,323			267,920			71,836			11,148,872
Maxim Putnam High Yield Bond Portfolio Initial Class		518,649		5,359,138		254,792		1,470,246			219,195			108,713			4,149,192
Maxim Small-Cap Growth Portfolio Initial Class		211,539		5,300,000		265,914		1,478,974			313,842			—			4,224,436
Maxim T. Rowe Price Equity/Income Portfolio Initial Class		734,055		14,327,946		446,053		3,256,001			1,415,735			103,810			11,194,341
Maxim T. Rowe Price MidCap Growth Portfolio Initial Class		277,654		6,235,511		185,893		1,062,503			1,027,389			—			4,847,844
Maxim Templeton Global Bond Portfolio Initial Class		1,028,753		12,408,607		453,963		3,341,430			381,364			94,792			9,732,001
Maxim U.S. Government Mortgage Securities Portfolio Initial Class		771,139		12,449,050		1,068,328		3,873,101			67,725			141,603			9,631,525
Putnam Multi-Cap Value Fund A		363,805		5,782,371		309,020		907,796			1,080,674			—			4,533,014
									$		8,702,678	$		903,368	$		138,879,080

See notes to financial statements.

Semi-Annual Report - June 29, 2012

Maxim Moderately Aggressive Profile I Portfolio
Affiliate	Shares Held/Account Balance		Market Value 12/31/2011		Purchase Cost		Sales Cost			Net Realized Gain/(Loss)			Dividends and Interest Received			Market Value 6/29/2012
Great-West Life & Annuity Contract		11,126,119		$    11,892,473		$    1,133,009		$    1,996,242	$		—	$		96,879	$		11,126,119
Maxim American Century Growth Portfolio Initial Class		749,573		8,627,831		180,820		1,461,648			61,622			17,159			8,110,384
Maxim Federated Bond Portfolio Initial Class		565,814		6,629,346		721,111		1,174,571			89,372			77,361			6,184,346
Maxim Goldman Sachs MidCap Value Portfolio Initial Class		759,711		8,410,038		236,534		609,159			664,811			26,550			7,992,159
Maxim Invesco ADR Portfolio Initial Class		767,448		8,441,842		787,582		916,271			286,808			—			7,996,806
Maxim Invesco Small-Cap Value Portfolio Initial Class		300,910		3,299,282		109,141		297,177			232,234			5,197			3,150,524
Maxim Janus Large Cap Growth Portfolio Initial Class		971,640		8,689,928		205,010		2,542,724			(709,456)			—			8,084,043
Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class		148,921		3,303,080		145,928		249,302			242,614			7,071			3,157,129
Maxim MFS International Growth Portfolio Initial Class		783,406		8,480,499		480,728		1,017,070			477,730			—			7,998,575
Maxim MFS International Value Portfolio Initial Class		988,665		8,481,489		217,761		818,477			370,310			—			8,008,188
Maxim Putnam Equity Income Portfolio Initial Class		1,039,773		11,310,856		546,772		1,772,088			47,314			68,969			10,657,671
Maxim Putnam High Yield Bond Portfolio Initial Class		465,712		3,986,457		322,291		678,856			63,458			97,890			3,725,697
Maxim Small-Cap Growth Portfolio Initial Class		190,132		3,950,330		220,900		392,662			284,468			—			3,796,929
Maxim T. Rowe Price Equity/Income Portfolio Initial Class		701,313		11,304,225		285,622		1,129,863			548,996			99,682			10,695,031
Maxim T. Rowe Price MidCap Growth Portfolio Initial Class		239,038		4,439,151		133,030		404,238			320,742			—			4,173,603
Maxim Templeton Global Bond Portfolio Initial Class		660,038		6,596,656		372,962		914,369			105,351			61,057			6,243,961
Maxim U.S. Government Mortgage Securities Portfolio Initial Class		494,911		6,624,695		778,482		1,243,850			17,319			82,173			6,181,441
Putnam Multi-Cap Value Fund A		638,797		8,372,336		454,280		595,936			775,400			—			7,959,409
									$		3,879,093	$		639,988	$		125,242,015

See notes to financial statements.

Semi-Annual Report - June 29, 2012

Maxim Aggressive Profile I Portfolio

Affiliate	Shares Held		Market Value 12/31/2011		Purchase Cost		Sales Cost			Net Realized Gain/(Loss)			Dividends Received			Market Value 6/29/2012
Maxim American Century Growth Portfolio Initial Class		477,030		$    5,507,713		$    212,869		$    1,039,597	$		66,763	$		10,836	$		5,161,466
Maxim Goldman Sachs MidCap Value Portfolio Initial Class		529,699		5,945,546		233,243		993,637			64,962			18,518			5,572,438
Maxim Invesco ADR Portfolio Initial Class		527,978		5,852,054		581,301		788,901			124,658			—			5,501,532
Maxim Invesco Small-Cap Value Portfolio Initial Class		232,153		2,585,955		137,842		324,717			186,102			4,010			2,430,643
Maxim Janus Large Cap Growth Portfolio Initial Class		618,787		5,547,827		252,116		1,831,459			(506,051)			—			5,148,307
Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class		114,904		2,586,426		149,200		251,714			210,699			5,468			2,435,968
Maxim MFS International Growth Portfolio Initial Class		540,347		5,871,066		442,058		845,188			338,156			—			5,516,939
Maxim MFS International Value Portfolio Initial Class		676,867		5,885,200		274,015		631,560			402,742			—			5,482,622
Maxim Putnam Equity Income Portfolio Initial Class		591,971		6,497,237		322,761		1,076,359			43,940			39,101			6,067,697
Maxim Small-Cap Growth Portfolio Initial Class		152,575		3,223,847		198,704		347,052			281,954			—			3,046,916
Maxim T. Rowe Price Equity/Income Portfolio Initial Class		398,411		6,492,814		257,849		644,753			494,741			56,500			6,075,771
Maxim T. Rowe Price MidCap Growth Portfolio Initial Class		162,402		3,029,264		125,534		318,879			230,816			—			2,835,543
Putnam Multi-Cap Value Fund A		447,179		5,933,787		348,819		492,210			593,483			—			5,571,852
									$		2,532,965	$		134,433	$		60,847,694

3. PURCHASES & SALES OF UNDERLYING INVESTMENTS

For the period ended June 29, 2012, the aggregate cost of purchases and proceeds from sales of underlying investments were as follows:

	Purchases		Sales
Maxim Conservative Profile I Portfolio	$	3,577,623	$	5,911,794
Maxim Moderately Conservative Profile I Portfolio		4,314,853		7,978,686
Maxim Moderate Profile I Portfolio		9,214,484		58,155,564
Maxim Moderately Aggressive Profile I Portfolio		7,331,963		22,093,596
Maxim Aggressive Profile I Portfolio		3,536,310		12,118,990

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 29, 2012 were as follows:

	Cost For Income Tax Purposes		Gross Appreciation		Gross Depreciation			Net Unrealized Appreciation
Maxim Conservative Profile I Portfolio	$	30,472,956	$	886,898	$	(583,196)		$	303,702
Maxim Moderately Conservative Profile I Portfolio		46,281,201		1,786,854		(953,920	)		832,934
Maxim Moderate Profile I Portfolio		132,348,209		9,725,736		(3,194,865	)		6,530,871
Maxim Moderately Aggressive Profile I Portfolio		114,745,051		14,444,923		(3,947,959	)		10,496,964
Maxim Aggressive Profile I Portfolio		55,593,826		8,251,936		(2,998,068	)		5,253,868

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,

See notes to financial statements.

Semi-Annual Report - June 29, 2012

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.

See notes to financial statements.

Semi-Annual Report - June 29, 2012

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 June 30 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.

Investment Advisory Contract Approvals

The Board of Directors (the “Board”) of the Fund, including the Directors who are not interested persons of the Fund (the “Independent Directors”), at a meeting held on April 11, 2012 (the “Meeting”), approved the continuation of (i) the investment advisory agreement (the “Advisory Agreement”) between the Fund and GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (“MCM”).

Pursuant to the Advisory Agreement, MCM acts as investment adviser and, subject to oversight by the Board, directs the investments of the Maxim Aggressive Profile I Portfolio, Maxim Moderately Aggressive Profile I Portfolio, Maxim Moderate Profile I Portfolio, Maxim Moderately Conservative Profile I Portfolio and Maxim Conservative Profile I Portfolio (collectively, the “Portfolios”) in accordance with their investment objectives, policies and limitations. MCM also provides, subject to oversight by the Board, the management and administrative services necessary for the operation of the Fund.

On March 22, 2012, the Independent Directors met separately with independent legal counsel in advance of the Meeting to evaluate information furnished by MCM in connection with the proposed continuation of the Advisory Agreement. The Independent Directors also considered additional information provided in response to their requests made following the March meeting.

In approving the continuation of the Advisory Agreement, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Advisory Agreement. 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 approval was based on each Director’s business judgment after consideration of the information as a whole. Individual Directors may have weighed certain factors differently and assigned varying degrees of materiality to information considered by the Board.

Based upon its review of the Advisory Agreement and the information provided to it, the Board concluded that the Advisory Agreement was 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 Advisory Agreement 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. Among other things, the Board considered MCM’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 MCM’s reputation for management of its investment strategies, its overall financial condition, technical resources, operational capabilities, and compliance policies and procedures, as well as MCM’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 MCM at regular Board meetings held throughout the year to discuss portfolio management strategies and performance. Additionally, the quality of MCM’s communications with the Board, as well MCM’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.

Investment Performance

The Board considered the investment performance of the Portfolios. The Board reviewed performance information for the Portfolios as compared against various benchmarks and the performance of similar funds. This information included annualized returns for the one-, three-, five-, and ten-year periods ended December 31, 2011, calendar year returns for the five-year period ended December 31, 2011, and risk-adjusted performance measures. 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 the Portfolios, the Board noted how the Portfolio performed relative to the short- and long-term returns of the applicable benchmarks and peer groups. For the Maxim Aggressive Profile I Portfolio, the Board noted that, although the Portfolio underperformed its peer group for the one- and five-year annualized periods, it outperformed its peer group for the three- and ten-year annualized periods. For the Maxim Moderately Aggressive Profile I Portfolio, the Board noted that the Portfolio outperformed its peer group for each of the one-, three-, five- and ten- year annualized periods. For the Maxim Moderate Profile I Portfolio, the Board noted that, although the Portfolio underperformed its peer group for the one- and three- year annualized periods, the Portfolio outperformed its peer group for the five- and ten-year annualized periods. For the Maxim Moderately Conservative Profile I Portfolio, the Board noted that, although the Portfolio underperformed its peer group for the three-year annualized period, it outperformed its peer group for the one-, five- and ten-year annualized periods. For the Maxim Conservative Profile I Portfolio, the Board noted that, although the Portfolio underperformed its peer group for the one- and three- year annualized periods, it outperformed its peer group for the five- and ten- year annualized periods. The Board determined that it was satisfied with the investment performance of the Portfolios.

Costs and Profitability

The Board considered the costs of services provided and profits estimated to have been realized by MCM from its relationship 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. In evaluating the management fees, the Board considered the fees payable by and the total expense ratios of similar funds managed by other investment advisers.

Based on the information provided, the Board noted that the Portfolios’ management fees were within the range of fees or lower than the fees paid by similar funds. The Board also noted that the total annual operating expense ratios of the Portfolios were

generally comparable or higher than the annual expense ratios of similar funds but considered that the smaller size of the Portfolios impacted the Portfolios’ expense ratios.

The Board also considered the overall financial soundness of MCM and the profits estimated to have been realized by MCM and its affiliates. The Board requested and reviewed the financial statements and profitability information from MCM. 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 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 fees payable by the Portfolios, 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 were not of sufficient size to identify economies of scale.

Other Factors

The Board considered ancillary benefits derived or to be derived by MCM from its relationship with the Portfolios as part of the total mix of information evaluated by the Board. The Board noted where services were provided to the Portfolios by an affiliate of MCM. The Board took into account the fact that the Portfolios are used as a funding vehicle under variable life and annuity contracts offered by insurance companies affiliated with MCM and as a funding vehicle under retirement plans for which affiliates of MCM may provide various retirement plan services. Additionally, the Board considered the extent to which MCM’s parent company, Great-West Life & Annuity Insurance Company, 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 fees were reasonable, taking into account any ancillary benefits derived by MCM.

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 applicable.

ITEM 6. INVESTMENTS.

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

(b) Not applicable.

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, Item 10.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the commission’s rules and forms and that such material

information is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.

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

ITEM 12. EXHIBITS.

(a) (1)  Not required in filing.

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

(3) Not applicable.

(b) A separate certification for each principal executive and principal financial officer as required by Rule 30a-2(b) 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 and Chief Executive Officer
Date:	August 28, 2012

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 and Chief Executive Officer
Date:	August 28, 2012
By:	/s/ M.C. Maiers
	M.C. Maiers Chief Financial Officer and Treasurer
Date:	August 28, 2012