Maxim Janus Large Cap Growth Portfolio

This report and the financial statements attached are submitted for general information and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein is to be considered an offer of the sale of shares of the Portfolio. Such offering is made only by the prospectus of the Portfolio, which includes details as to offering price and other information.

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).

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 (for example, an $8,600 account value divided by $1,000 = 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.

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.

*Expenses are equal to the Portfolio’s annualized expense ratio of 1.05% 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.

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.


Shares			Value

	COMMON STOCK
	Basic Materials — 2.42%
	661,470	Ivanhoe Mines Ltd ^(a)(b)	$	6,403,030

				6,403,030

	Communications — 18.85%
	11,285	Amazon.com Inc ^(a)		2,576,930
	163,605	Crown Castle International Corp ^(a)		9,597,069
	531,118	eBay Inc ^(a)		22,312,267
	49,286	Facebook Inc Class A ^(a)(b)		1,533,781
	622,125	News Corp Class A		13,867,166
				49,887,213

	Consumer, Cyclical — 11.48%
	97,790	Cie Financiere Richemont SA Class A ^(c)		5,369,630
	393,105	Ford Motor Co		3,769,877
	257,695	Ltd Brands Inc		10,959,768
	425,221	MGM Resorts International ^(a)		4,745,466
	36,590	NIKE Inc Class B		3,211,870
	344,700	Prada SpA ^(b)(c)		2,325,996
				30,382,607

	Consumer, Non-cyclical — 18.49%
	43,332	Anheuser-Busch InBev ^(c)		3,416,356
	186,635	Celgene Corp ^(a)		11,974,501
	326,754	Express Scripts Holding Co ^(a)		18,242,676
	155,960	Iron Mountain Inc		5,140,442
	6,635	Mastercard Inc Class A		2,853,780
	29,508	Pernod-Ricard SA ^(b)(c)		3,155,360
	74,013	Vertex Pharmaceuticals Inc ^(a)		4,138,807
				48,921,922

	Energy — 0.55%
	527,800	OGX Petroleo e Gas Participacoes SA ^(a)		1,445,307

	Financial — 4.90%
	1,186,400	AIA Group Ltd ^(c)		4,097,896
	450,994	Prudential PLC ^(c)		5,225,727
	167,725	Standard Chartered PLC ^(c)		3,642,163
				12,965,786

	Industrial — 16.12%
	55,810	Amphenol Corp Class A		3,065,085
	85,367	CH Robinson Worldwide Inc		4,996,531
	72,300	FANUC Corp (c)		11,884,756
	48,525	Precision Castparts Corp		7,981,877
	160,255	TE Connectivity Ltd		5,113,737
	122,185	United Parcel Service Inc Class B		9,623,291
				42,665,277


Shares			Value

	Technology — 20.59%
	49,929	Apple Inc ^(a)		$ 29,158,536
	505,395	EMC Corp ^(a)		12,953,274
	100,627	Microsoft Corp		3,078,180
	313,066	Oracle Corp		9,298,060
				54,488,050

	TOTAL COMMON STOCK — 93.40% (Cost $210,238,161)			$ 247,159,192

	RIGHTS
	Basic Materials — 0.23%
	661,470	Ivanhoe Mines Ltd^(a)
				609,875

	TOTAL RIGHTS — 0.23% (Cost $950,449)			$ 609,875

Principal Amount			Value

	SECURITIES LENDING COLLATERAL
$	952,645	Undivided interest of 3.60% in a repurchase agreement (principal amount/value $26,491,855 with a maturity value of $26,492,142) with RBC Capital Markets Corp, 0.13%, dated 6/29/12, to be repurchased at $952,645 on 7/2/12, collateralized by various U.S. Government Agency Securities, 1.35% - 7.00%, 8/1/15 - 9/1/44, with a value of $27,021,693.		952,645

	1,999,820	Undivided interest of 4.24% in a repurchase agreement (principal amount/value $47,150,000 with a maturity value of $47,150,707) with Goldman Sachs & Co., 0.18%, dated 6/29/12, to be repurchased at $1,999,820 on 7/2/12, collateralized by various U.S. Government Agency Securities, 1.97% - 7.00%, 10/1/12 - 9/1/47, with a value of $48,093,000.		1,999,820


Principal Amount		Value

Securities Lending Collateral — (continued)
$ 1,999,820	Undivided interest of 4.30% in a repurchase agreement (principal amount/value $46,513,820 with a maturity value of $46,514,556) with HSBC Securities (USA) Inc, 0.19%, dated 6/29/12, to be repurchased at $1,999,820 on 7/2/12, collateralized by Federal National Mortgage Association, 3.50% - 4.00%, 12/1/26 - 10/1/41, with a value of $47,444,399.		$ 1,999,820

1,499,865	Undivided interest of 3.30% in a repurchase agreement (principal amount/value $45,400,000 with a maturity value of $45,400,795) with JP Morgan Securities, 0.21%, dated 6/29/12, to be repurchased at $1,499,865 on 7/2/12, collateralized by Federal National Mortgage Association, 1.33% - 6.14%, 12/12/12 - 2/1/48, with a value of $46,308,093.		1,499,865


Principal Amount		Value

Securities Lending Collateral — (continued)
$ 1,999,820	Undivided interest of 100.00% in a repurchase agreement (principal amount/value $2,000,000 with a maturity value of $2,000,023) with Merrill Lynch, Pierce, Fenner & Smith, 0.14%, dated 6/29/12, to be repurchased at $1,999,820 on 7/2/12, collateralized by U.S. Treasury, 0.13% - 4.50%, 4/15/15 - 11/15/40, with a value of $2,044,193.		$ 1,999,820

TOTAL SECURITIES LENDING COLLATERAL — 3.20% (Cost $8,451,970)			$ 8,451,970

SHORT TERM INVESTMENTS
12,500,000	Federal Farm Credit Banks Funding Corp
	0.01%, 07/02/2012		12,499,993
TOTAL SHORT TERM INVESTMENTS — 4.72% (Cost $12,499,993)			$ 12,499,993

TOTAL INVESTMENTS — 101.55% (Cost $232,140,573)			$ 268,721,030
OTHER ASSETS & LIABILITIES, NET — (1.55)%			$ (4,093,985)
TOTAL NET ASSETS — 100.00%			$ 264,627,045

Security classes presented herein are not necessarily the same as those used for determining the Portfolio’s compliance with its investment objectives and restrictions, as the Portfolio uses additional sub-classifications, which management defines by referring to one or more widely recognized market indexes or ratings group indexes.

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

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 Janus Large Cap Growth Portfolio (the Portfolio) are included herein and are represented by a separate class of beneficial interest of the Fund. The investment objective of the Portfolio is to seek long-term growth of capital. The Portfolio is diversified as defined in the 1940 Act. The Portfolio is 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, to college savings programs, and to asset allocation portfolios that are a series of the Fund.

The Portfolio offers 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.

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

The value of assets in the Portfolio is determined as of the close of trading on each valuation date.

Short-term securities purchased with less than 60 days remaining until maturity and all U.S. Treasury Bills are valued on the basis of amortized cost, which approximates fair value. Short-term securities purchased with more than 60 days remaining until maturity are valued on the basis of quotations from brokers or dealers or pricing services, and will continue to be priced until final maturity.

For securities that are traded on an exchange, the last sale price as of the close of business of the principal exchange will be used. If the closing price is not available, the current bid will be used. For securities that principally trade on the NASDAQ National Market System, the NASDAQ official closing price will be used.

Foreign securities are generally valued using an adjusted systematic fair value price from an independent pricing service.

Independent pricing services are approved by the Board of Directors and are utilized for all investment types when available. In some instances valuations from independent pricing services are not available or do not reflect events in the market between the time the market closed and the valuation time and therefore fair valuation procedures are implemented. Developments that might trigger fair value pricing could be natural disasters, government actions or fluctuations in domestic and foreign markets.

The following table provides examples of the inputs that are commonly used for valuing particular classes of securities. These classifications are not exclusive, and any inputs may be used to value any other security class.

The Portfolio classifies its valuations into three levels based upon the transparency of inputs to the valuation of the 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 and may include prices obtained from single broker quotes. Unobservable inputs reflect the reporting entity’s own assumptions and would be based on the best information available under the circumstances. Broker quotes are analyzed through an internal review process, which includes a review of known market conditions and other relevant data.

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

(a) Further breakdown of the Portfolio’s sector and industry classifications is included in the Schedule of Investments.

Investing in the Portfolio may involve certain risks including, but not limited to, the following.

Unforeseen developments in market conditions may result in the decline of prices of, and the income generated by, the securities held by the Portfolio. These events may have adverse effects on the Portfolio such as a decline in the value and liquidity of many securities held by the Portfolio, 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 stocks may involve larger price fluctuation and greater potential for loss than other types of investments. This may cause the securities held by the Portfolio to be subject to larger short-term declines in value.

The Portfolio may have elements of risk due to concentrated investments in foreign issuers located in a specific country. Such concentrations may subject the Portfolio 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.

The accounting records of the Portfolio are maintained in U.S. dollars. Investment securities, and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current exchange rate. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rate on the dates of the transactions.

The Portfolio does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Portfolio may engage in repurchase agreement transactions with institutions that the Portfolio’s investment adviser has determined are creditworthy. The Portfolio, through its custodian, receives delivery of underlying securities collateralizing a repurchase agreement. Collateral is at least equal to the value of the repurchase obligation including interest. A repurchase agreement transaction involves certain risks in the event of default or insolvency of the counterparty. These risks include possible delays or restrictions upon a Portfolio’s ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Portfolio seeks to assert its rights.

The Portfolio, along with certain other portfolios of the Fund, may invest in repurchase agreement transactions as a form of security lending collateral, that are jointly collateralized by various U.S. Treasury or Agency obligations.

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

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 a specific lot selection.

Dividend income for the Portfolio is accrued as of the ex-dividend date and interest income, including amortization of discounts and premiums, is recorded daily.

The Portfolio’s policy complies with the requirements of the Internal Revenue Code that are applicable to regulated investment companies. The Portfolio intends to distribute sufficient net investment income and net capital gains, if any, so that it 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.

The Portfolio files U.S. Federal and State tax returns. The statute of limitations on the Portfolio’s U.S. Federal tax returns remain open for the fiscal years ended 2008 through 2011. The statute of limitations on the Portfolio’s State tax returns may remain open for an additional year depending on the jurisdiction.

In April 2011, the Financial Accounting Standards Board issued ASU No. 2011-03 “Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements” (ASU No. 2011-03). ASU No. 2011-03 removes from the assessment of effective control the criterion requiring a transferor to have the ability to repurchase or redeem the financial assets transferred in a repurchase arrangement. This requirement was one of the criterions under ASU topic 860 that entities used to determine whether a transferor maintained effective control. Entities are still required to consider all the effective control criterion under ASU topic 860; however, the elimination of this requirement may lead to more conclusions that a repurchase agreement should be accounted for as a secured borrowing rather than a sale. ASU No. 2011-03 is effective for the interim or annual periods beginning on or after December 15, 2011. The Portfolio adopted ASU No. 2011-03 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-03 did not have an impact on the Portfolio’s financial position or the results of its operations.

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 Portfolio adopted ASU No. 2011-04 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-04 did not have an impact on the Portfolio’s financial position or the results of its operations.

In December 2011, the Financial Accounting Standards Board issued ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (ASU No. 2011-11). ASU No. 2011-11 requires an entity to enhance disclosures about financial and derivative instrument offsetting arrangements or similar arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 is effective for interim or annual periods beginning on or after January 1, 2013. The Portfolio will adopt ASU No. 2011-11 for its fiscal year beginning January 1, 2013. At this time, the Portfolio is evaluating the impact, if any, of ASU No. 2011-11 on the financial statements and related disclosures.

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 Great-West Life & Annuity Insurance Company (GWL&A). As compensation for its services to the Fund, the Adviser receives monthly compensation at the annual rate of 1.05% of the average daily net assets of the Portfolio. The management fee encompasses fund operation expenses. The Adviser and the Fund have entered into a sub-advisory agreement with Janus Capital Management LLC. The Portfolio is not responsible for payment of the sub-advisory fees.

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.

For the period ended June 29, 2012, the aggregate cost of purchases and proceeds from sales of investment securities (excluding all U.S. Government securities and short-term securities) were $57,176,324 and $56,001,995, respectively. For the same period, there were no purchases or sales of long-term U.S. Government securities.

At June 29, 2012, the U.S. Federal income tax cost basis was $232,562,374. The Portfolio had gross appreciation of securities in which there was an excess of value over tax cost of $54,373,231 and gross depreciation of securities in which there was an excess of tax cost over value of $18,214,575 resulting in net appreciation of $36,158,656.

The Portfolio has entered into a securities lending agreement with its custodian. Under the terms of the agreement the Portfolio receives income, recorded monthly, after deductions of other amounts payable to the custodian or to the borrower from lending transactions. In exchange for such fees, the custodian is authorized to loan securities on behalf of the Portfolio against receipt of cash collateral at least equal in value at all times to the value of the securities loaned plus accrued interest. The Portfolio also continues to receive interest or dividends on the securities loaned. Cash collateral is invested in securities approved by the Board of Directors. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment. As of June 29, 2012 the Portfolio had securities on loan valued at $8,051,528 and received collateral of $8,451,970 for such loan which was invested in repurchase agreements collateralized by U.S. Government or U.S. Government Agency securities. The repurchase agreements were jointly purchased with other Portfolios and in the event of a default by the counterparty, all Portfolios would share ratably in the collateral.

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

The 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.

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.

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.

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”), and (ii) the investment sub-advisory agreement (the “Sub-Advisory Agreement”) between the Fund, MCM and Janus Capital Management LLC (the “Sub-Adviser”).

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

Pursuant to the Sub-Advisory Agreement, the Sub-Adviser, subject to general supervision and oversight by MCM and the Board, is responsible for the day-to-day management of the Portfolio, and for making decisions to buy, sell or hold any particular security.

On March 22, 2012, the Independent Directors met separately with independent legal counsel in advance of the Meeting to evaluate information furnished by MCM and the Sub-Adviser in connection with the proposed continuation of the Advisory Agreement and Sub-Advisory Agreement (collectively, the “Agreements”). The Independent

Directors also considered additional information provided in response to their requests made following the March meeting.

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

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

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

The Board considered the investment performance of the Portfolio. The Board reviewed performance information for the Portfolio as compared against various benchmarks and the performance of similar funds. This information included annualized returns for the one-, three- and five-year periods ended December 31, 2011, calendar year returns for the five-year period ended December 31, 2011, and risk-adjusted performance measures. In addition, this information also included the Portfolio’s Morningstar category and overall ratings and a rolling quarterly analysis of long-term performance

relative to the applicable Morningstar category. The Board also considered the composition of the 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 Portfolio, the Board noted how the Portfolio performed relative to the short- and long-term returns of the applicable benchmarks and peer groups.

The Board assessed performance based principally on the long-term rolling quarterly analysis for the Portfolio in which each quarter’s performance is, in turn, based on a composite of the Portfolio’s three- and five-year annualized returns, three- and five-year risk-adjusted performance, and Morningstar rating. For purposes of its annual review of advisory contracts, the Board generally considers a portfolio to have performed satisfactorily unless the portfolio has had a history of persistent underperformance based on the portfolio’s long-term rolling analysis. 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-year annualized period. The Board considered MCM’s representation that the Portfolio’s recent underperformance relative to its peers is due to the Portfolio’s concentration in sectors and individual securities, which can lead to higher volatility than its peers. The Board also considered MCM’s commitment to monitor the Portfolio. Accordingly, the Board determined that it was satisfied with the investment performance of the Portfolio.

The Board considered the costs of services provided and profits estimated to have been realized by MCM and the Sub-Adviser from their relationships with the Portfolio. With respect to the costs of services, the Board considered the structure and the level of the applicable investment management fees payable by the Portfolio, as well as the structure and level of the sub-advisory fees payable by MCM to the Sub-Adviser. In evaluating the management and sub-advisory fees, the Board considered the fees payable by and the total expense ratios of similar funds managed by other investment advisers, as determined by MCM based on the Portfolio’s Morningstar category. The Board also considered the Portfolio’s total expense ratio in comparison to the median expense ratio for all funds within the same Morningstar fund category as the Portfolio.

Based on the information provided, the Board noted that the Portfolio’s management fee was at the higher end of the range of management fees paid by similar funds. The Board also noted that the total annual operating expense ratio of the Portfolio was generally comparable to the annual expense ratios of similar funds. The Board further noted that the Portfolio’s expense ratio was lower than the median expense ratio for the applicable Morningstar fund category.

The Board also considered the overall financial soundness of MCM and the Sub-Adviser and the profits estimated to have been realized by MCM and its affiliates by the Sub-Adviser. The Board requested and reviewed the financial statements and profitability information from MCM and the Sub-Adviser. In evaluating the information provided by MCM, the Board noted that there is no recognized standard or uniform methodology for determining profitability for this purpose. The Board further noted that there are limitations inherent in allocating costs and calculating profitability for an organization such as MCM, and that it is difficult to make comparisons of profitability between advisers because comparative information is generally not publicly available and is

affected by numerous factors, including the adviser’s organization, capital structure and cost of capital, the types of funds it manages, its mix of business, and the adviser’s assumptions regarding allocations of revenue and expenses. Based on the information provided, the Board concluded that the costs of the services provided and the profits estimated to have been realized by MCM and the Sub-Adviser were reasonable in relation to the nature, extent and quality of the services provided.

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

The Board considered ancillary benefits derived or to be derived by MCM or the Sub-Adviser from their relationships with the Portfolio as part of the total mix of information evaluated by the Board. In this regard, the Board noted that the Sub-Adviser received ancillary benefits from soft-dollar arrangements by which brokers provide research to the Sub-Adviser in return for allocating the Portfolio’s brokerage to such brokers. The Board noted where services were provided to the Portfolio by an affiliate of MCM. The Board took into account the fact that the Portfolio is 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 and 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 Portfolio’s management and sub-advisory fees were reasonable, taking into account any ancillary benefits derived by MCM or the Sub-Adviser.

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

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

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

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.

(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.

(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.

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.

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.


Sector		% of Portfolio Investments
Basic Materials		2.61%
Communications		18.56%
Consumer, Cyclical		11.31%
Consumer, Non-cyclical		18.20%
Energy		0.54%
Financial		4.82%
Industrial		15.88%
Short Term Investments		7.80%
Technology		20.28%
Total		100.00%


	Beginning Account Value	Ending Account Value	Expenses Paid During Period*
	(1/01/2012)	(6/29/2012)	(1/01/2012 – 6/29/2012)

Actual	$1,000.00	$1,124.30	$5.52

Hypothetical (5% return before expenses)	$1,000.00	$1,019.53	$5.25


	Maxim Janus Large Cap Growth Portfolio

ASSETS:
Investments in securities, market value (including $8,051,528 of securities on loan)^(a)		$268,721,030
Cash		2,816,594
Cash denominated in foreign currencies^(b)		83,798
Dividends and interest receivable		95,212
Subscriptions receivable		369,255
Receivable for investments sold		1,246,352

Total Assets		273,332,241


LIABILITIES:
Payable to investment adviser		214,599
Payable upon return of securities loaned		8,451,970
Redemptions payable		38,627

Total Liabilities		8,705,196


NET ASSETS		$264,627,045


NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value		$3,182,052
Paid-in capital in excess of par		225,233,928
Net unrealized appreciation on investments and foreign currency translations		36,580,457
Undistributed net investment loss		(281,578)
Accumulated net realized loss on investments and foreign currency transactions		(87,814)


TOTAL NET ASSETS		$264,627,045


CAPITAL STOCK:
Authorized		100,000,000
Issued and Outstanding		31,820,523

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:		$8.32


^(a) Cost of investments		$232,140,573
^(b) Cost of cash denominated in foreign currencies		$83,798


	Maxim Janus Large Cap Growth Portfolio

INVESTMENT INCOME:
Interest		$1,219
Income from securities lending		14,722
Dividends		1,103,792
Foreign withholding tax		(39,422)

Total Income		1,080,311


EXPENSES:
Management fees		1,354,689

Total Expenses		1,354,689


NET INVESTMENT LOSS		(274,378)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		2,960,717
Change in net unrealized appreciation on investments and foreign currency translations		26,698,021


Net Realized and Unrealized Gain on Investments and Foreign Currency		29,658,738


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$29,384,360


	2012 (Unaudited)		2011
Maxim Janus Large Cap Growth Portfolio

OPERATIONS:
Net investment income (loss)		$(274,378)		$25,145
Net realized gain on investments		2,960,717		–
Net realized gain on investments and foreign currency transactions		–		56,036,651
Change in net unrealized appreciation (depreciation) on investments and foreign currency translations		26,698,021		(81,695,711)

Net Increase (Decrease) in Net Assets Resulting from Operations		29,384,360		(25,633,915)


DISTRIBUTIONS TO SHAREHOLDERS:
From return of capital		–		(2,545)
From net investment income		–		(33,761)
From net realized gains		–		(73,978,325)


Total Distributions		0		(74,014,631)


CAPITAL SHARE TRANSACTIONS:
Shares sold		34,675,634		106,295,611
Shares issued in reinvestment of distributions		–		74,014,631
Shares redeemed		(37,269,804)		(305,947,763)

Net Decrease in Net Assets Resulting from Capital Share Transactions		(2,594,170)		(125,637,521)


Total Increase (Decrease) in Net Assets		26,790,190		(225,286,067)


NET ASSETS:
Beginning of period		237,836,855		463,122,922

End of period ^(a)		$264,627,045		$237,836,855


CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold		4,195,631		9,715,558
Shares issued in reinvestment of distributions		–		9,504,225
Shares redeemed		(4,500,237)		(26,784,331)

Net Decrease		(304,606)		(7,564,548)

^(a) Including undistributed net investment (loss) and (over)distributed net investment income		$(281,578)		$(7,200)


^(a)		Non-income producing security.
^(b)		A portion or all of the security is on loan at June 29, 2012.
^(c)		Foreign security is fair valued under procedures adopted by the Board of Directors.


				Years Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011			2010		2009		2008			2007
Maxim Janus Large Cap Growth Portfolio - Initial Class

NET ASSET VALUE, BEGINNING OF PERIOD		$7.40			$11.67			$11.03		$7.65		$16.06			$12.71

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)		(0.01)			0.00	^(a)		0.01		–		–			0.02
Net realized and unrealized gain (loss)		0.93			(1.12)			0.95		3.59		(7.28)			3.89

Total Income (Loss) From Investment Operations		0.92			(1.12)			0.96		3.59		(7.28)			3.91


LESS DISTRIBUTIONS:
From return of capital		–			(0.00)	^(b)		–		–		–			–
From net investment income		–			(0.00)	^(c)		(0.01)		–		0.00	^(c)		(0.02)
From net realized gains		–			(3.15)			(0.31)		(0.21)		(1.13)			(0.54)

Total Distributions		0.00			(3.15)			(0.32)		(0.21)		(1.13)			(0.56)


NET ASSET VALUE, END OF PERIOD		$8.32			$7.40			$11.67		$11.03		$7.65			$16.06


TOTAL RETURN^(d)		12.43%	^(e)		(9.43%)			8.65%		46.98%		(45.11%)			31.02%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$264,627			$237,837			$463,123		$342,938		$247,151			$384,185
Ratio of expenses to average net assets		1.05%	^(f)		1.05%			1.05%		1.05%		1.05%			1.05%
Ratio of net investment income (loss) to average net assets		(0.21%)	^(f)		0.01%			0.07%		(0.25%)		(0.56%)			0.02%
Portfolio turnover rate		23%	^(e)		57%			41%		33%		66%			33%


Class		Inputs

Equity Investments:
Common Stock (Domestic and Foreign)		Exchange traded close price, bids, evaluated bids, open and close price of local exchange, exchange rates, fair values based on significant market movement and various index data.

Rights		Exchange traded close price, bids, evaluated bids.

Securities Lending Collateral		Matures next business day and therefore priced at par.

Short Term Investments		Amortized cost.


	Level 1		Level 2		Level 3		Total
Assets
Equity Investments:
Domestic Common Stock	$	195,079,234	$	—	$	—	$	195,079,234
Foreign Common Stock		12,962,074		39,117,884		—		52,079,958
Rights		609,875		—		—		609,875
Securities Lending Collateral		—		8,451,970		—		8,451,970
Short Term Investments		—		12,499,993		—		12,499,993
Total Investments^(a)	$	208,651,183	$	60,069,847	$	0	$	268,721,030


By:		/s/ M.T.G. Graye
		M.T.G. Graye
		President and Chief Executive Officer

Date:		August 28, 2012


		Chief Financial Officer, Treasurer and Investment Operations Compliance Officer

Date:		August 28, 2012


By:		/s/ M.C. Maiers
		M.C. Maiers