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 II Portfolios

(Initial Class and Class L)

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 II Portfolio

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

Asset Class	% of Portfolio Investments
Bond	40.90%
Fixed Interest Contract	22.35%
International Equity	7.10%
Large-Cap Equity	16.12%
Mid-Cap Equity	7.07%
Short-Term Bond	6.46%
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)
Initial Class
Actual	$1,000.00	$1,040.50	$2.35
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.43	$2.33
Class L
Actual	$1,000.00	$1,039.40	$3.57
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.23	$3.54

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.46% for the Initial Class shares and 0.71% for the Class L 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 II Portfolio

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

Asset Class	% of Portfolio Investments
Bond	32.93%
Fixed Interest Contract	21.91%
International Equity	11.09%
Large-Cap Equity	23.01%
Mid-Cap Equity	8.04%
Small-Cap Equity	3.02%
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)
Initial Class
Actual	$1,000.00	$1,048.40	$2.46
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.33	$2.43

Class L
Actual	$1,000.00	$1,047.40	$3.79
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.03	$3.74

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.49% for the Initial Class shares and 0.74% for the Class L 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 II Portfolio

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

Asset Class	% of Portfolio Investments
Bond	23.96%
Fixed Interest Contract	15.92%
International Equity	16.08%
Large-Cap Equity	27.98%
Mid-Cap Equity	10.02%
Small-Cap Equity	6.04%
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)
Initial Class
Actual	$1,000.00	$1,053.60	$2.46
Hypothetical (5% return before expenses)	$1,000.00	$1,022.33	$2.43
Class L
Actual	$1,000.00	$1,053.30	$3.70
Hypothetical (5% return before expenses)	$1,000.00	$1,021.13	$3.64

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.48% for the Initial Class shares and 0.73% for the Class L 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 (0.38%).

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 II Portfolio

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

Asset Class	% of Portfolio Investments
Bond	17.92%
Fixed Interest Contract	8.92%
International Equity	19.13%
Large-Cap Equity	29.92%
Mid-Cap Equity	16.04%
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)
Initial Class
Actual	$1,000.00	$1,060.10	$2.99
Hypothetical (5% return before expenses)	$1,000.00	$1,021.83	$2.93
Class L
Actual	$1,000.00	$1,058.70	$4.22
Hypothetical (5% return before expenses)	$1,000.00	$1,020.63	$4.14

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.58% for the Initial Class shares and 0.83% for the Class L 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 II Portfolio

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

Asset Class	% of Portfolio Investments
International Equity	27.10%
Large-Cap Equity	36.83%
Mid-Cap Equity	23.01%
Small-Cap Equity	13.06%
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	Ending Account Value	Expenses Paid During Period*
	(1/1/12)	(6/29/12)	(1/1/12 - 6/29/12)
Initial Class
Actual	$1,000.00	$1,070.40	$3.31
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.53	$3.23
Class L
Actual	$1,000.00	$1,068.60	$4.65
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.23	$4.55

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.65% for the Initial Class shares and 0.90% for the Class L 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 II PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares				Value
BOND MUTUAL FUNDS
	3,135,444	Maxim Federated Bond Portfolio Initial Class(a)	$		34,270,403
	2,460,787	Maxim Putnam High Yield Bond Portfolio Initial Class(a)			19,686,296
	2,034,236	Maxim Short Duration Bond Portfolio Initial Class(a)			21,196,742
	3,658,260	Maxim Templeton Global Bond Portfolio Initial Class(a)			34,607,139
	3,656,130	Maxim U.S. Government Mortgage Securities Portfolio Initial Class(a)			45,665,059
TOTAL BOND MUTUAL FUNDS — 47.36% (Cost $152,865,857)			$		155,425,639
EQUITY MUTUAL FUNDS
	914,946	Maxim American Century Growth Portfolio Initial Class(a)			9,899,713
	894,383	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)			9,408,913
	743,405	Maxim Invesco ADR Portfolio Initial Class(a)			7,746,280
	1,186,278	Maxim Janus Large Cap Growth Portfolio Initial Class(a)			9,869,837
	762,895	Maxim MFS International Growth Portfolio Initial Class(a)			7,789,162
	956,873	Maxim MFS International Value Portfolio Initial Class(a)			7,750,673

Shares					Value
Equity Mutual Funds — (continued)
	1,613,470		Maxim Putnam Equity Income Portfolio Initial Class(a)	$		16,538,064
	1,087,721		Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)			16,587,741
	253,461		Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)			4,425,421
	752,604		Putnam Multi-Cap Value Fund A(a)			9,377,447
TOTAL EQUITY MUTUAL FUNDS — 30.29% (Cost $95,022,162)				$		99,393,251
Account Balance
FIXED INTEREST CONTRACT
	73,362,263	(b)	Great-West Life & Annuity Contract(a) 1.70% (c)			73,362,263
TOTAL FIXED INTEREST CONTRACT — 22.36% (Cost $73,362,263)				$		73,362,263
TOTAL INVESTMENTS — 100.01% (Cost $321,250,282)				$		328,181,153
OTHER ASSETS & LIABILITIES, NET — (0.01)%				$		(27,628)
TOTAL NET ASSETS — 100.00%				$		328,153,525

^(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 II PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares				Value
BOND MUTUAL FUNDS
	581,874	Maxim Federated Bond Portfolio Initial Class(a)	$		6,359,888
	442,671	Maxim Putnam High Yield Bond Portfolio Initial Class(a)			3,541,365
	675,393	Maxim Templeton Global Bond Portfolio Initial Class(a)			6,389,217
	565,725	Maxim U.S. Government Mortgage Securities Portfolio Initial Class(a)			7,065,906
TOTAL BOND MUTUAL FUNDS — 32.94% (Cost $23,284,898)			$		23,356,376
EQUITY MUTUAL FUNDS
	326,868	Maxim American Century Growth Portfolio Initial Class(a)			3,536,715
	215,736	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)			2,269,546
	251,502	Maxim Invesco ADR Portfolio Initial Class(a)			2,620,651
	102,544	Maxim Invesco Small-Cap Value Portfolio Initial Class(a)			1,073,634
	424,266	Maxim Janus Large Cap Growth Portfolio Initial Class(a)			3,529,890
	50,539	Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class(a)			1,071,414
	256,594	Maxim MFS International Growth Portfolio Initial Class(a)			2,619,826

Shares					Value
Equity Mutual Funds — (continued)
	324,074		Maxim MFS International Value Portfolio Initial Class(a)	$		2,625,000
	450,196		Maxim Putnam Equity Income Portfolio Initial Class(a)			4,614,506
	303,955		Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)			4,635,319
	67,302		Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)			1,175,095
	180,916		Putnam Multi-Cap Value Fund A(a)			2,254,207
TOTAL EQUITY MUTUAL FUNDS — 45.16% (Cost $31,224,140)				$		32,025,803
Account Balance
FIXED INTEREST CONTRACT
	15,537,699	(b)	Great-West Life & Annuity Contract(a) 1.70%(c)			15,537,699
TOTAL FIXED INTEREST CONTRACT — 21.91% (Cost $15,537,699)				$		15,537,699
TOTAL INVESTMENTS — 100.01% (Cost $70,046,737)				$		70,919,878
OTHER ASSETS & LIABILITIES, NET — (0.01)%				$		(5,623)
TOTAL NET ASSETS — 100.00%				$		70,914,255

^(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 II PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares				Value
BOND MUTUAL FUNDS
	5,822,616	Maxim Federated Bond Portfolio Initial Class(a)	$		63,641,198
	3,425,363	Maxim Putnam High Yield Bond Portfolio Initial Class(a)			27,402,900
	6,774,581	Maxim Templeton Global Bond Portfolio Initial Class(a)			64,087,536
	5,093,702	Maxim U.S. Government Mortgage Securities Portfolio Initial Class(a)			63,620,344
TOTAL BOND MUTUAL FUNDS — 23.97% (Cost $214,089,447)			$		218,751,978
EQUITY MUTUAL FUNDS
	5,042,263	Maxim American Century Growth Portfolio Initial Class(a)			54,557,281
	2,836,820	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)			29,843,346
	4,689,842	Maxim Invesco ADR Portfolio Initial Class(a)			48,868,151
	1,315,704	Maxim Invesco Small-Cap Value Portfolio Initial Class(a)			13,775,420
	6,530,061	Maxim Janus Large Cap Growth Portfolio Initial Class(a)			54,330,112
	648,693	Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class(a)			13,752,300
	4,793,192	Maxim MFS International Growth Portfolio Initial Class(a)			48,938,489
	6,050,332	Maxim MFS International Value Portfolio Initial Class(a)			49,007,690

Shares					Value
Equity Mutual Funds — (continued)
	7,140,355		Maxim Putnam Equity Income Portfolio Initial Class(a)	$		73,188,642
	1,381,509		Maxim Small-Cap Growth Portfolio Initial Class(a)			27,588,734
	4,808,296		Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)			73,326,518
	1,826,003		Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)			31,882,007
	2,387,155		Putnam Multi-Cap Value Fund A(a)			29,743,946
TOTAL EQUITY MUTUAL FUNDS — 60.12% (Cost $493,375,641)				$		548,802,636
Account Balance
FIXED INTEREST CONTRACT
	145,285,770	(b)	Great-West Life & Annuity Contract(a) 1.70% (c)			145,285,770
TOTAL FIXED INTEREST CONTRACT — 15.92% (Cost $145,285,770)				$		145,285,770
TOTAL INVESTMENTS — 100.01% (Cost $852,750,858)				$		912,840,384
OTHER ASSETS & LIABILITIES, NET — (0.01)%				$		(72,893)
TOTAL NET ASSETS — 100.00%				$		912,767,491

^(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 II PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares				Value
BOND MUTUAL FUNDS
	910,366	Maxim Federated Bond Portfolio Initial Class(a)	$		9,950,303
	750,056	Maxim Putnam High Yield Bond Portfolio Initial Class(a)			6,000,454
	1,061,235	Maxim Templeton Global Bond Portfolio Initial Class(a)			10,039,280
	796,500	Maxim U.S. Government Mortgage Securities Portfolio Initial Class(a)			9,948,282
TOTAL BOND MUTUAL FUNDS — 17.93% (Cost $35,832,445)			$		35,938,319
EQUITY MUTUAL FUNDS
	1,196,983	Maxim American Century Growth Portfolio Initial Class(a)			12,951,363
	1,215,673	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)			12,788,877
	1,225,191	Maxim Invesco ADR Portfolio Initial Class(a)			12,766,496
	482,186	Maxim Invesco Small-Cap Value Portfolio Initial Class(a)			5,048,486
	1,549,041	Maxim Janus Large Cap Growth Portfolio Initial Class(a)			12,888,019
	237,862	Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class(a)			5,042,668
	1,253,191	Maxim MFS International Growth Portfolio Initial Class(a)			12,795,077
	1,581,026	Maxim MFS International Value Portfolio Initial Class(a)			12,806,311

Shares					Value
Equity Mutual Funds — (continued)
	1,661,754		Maxim Putnam Equity Income Portfolio Initial Class(a)	$		17,032,976
	304,709		Maxim Small-Cap Growth Portfolio Initial Class(a)			6,085,036
	1,122,297		Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)			17,115,025
	381,726		Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)			6,664,939
	1,020,211		Putnam Multi-Cap Value Fund A(a)			12,711,833
TOTAL EQUITY MUTUAL FUNDS — 73.16% (Cost $140,400,094)				$		146,697,106
Account Balance
FIXED INTEREST CONTRACT
	17,887,889	(b)	Great-West Life & Annuity Contract(a) 1.70% (c)			17,887,889
TOTAL FIXED INTEREST CONTRACT — 8.92% (Cost $17,887,889)				$		17,887,889
TOTAL INVESTMENTS — 100.01% (Cost $194,120,428)				$		200,523,314
OTHER ASSETS & LIABILITIES, NET — (0.01)%				$		(15,448)
TOTAL NET ASSETS — 100.00%				$		200,507,866

^(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 II PORTFOLIO

Schedule of Investments

As of June 29, 2012 (Unaudited)

Shares				Value
EQUITY MUTUAL FUNDS
	4,146,375	Maxim American Century Growth Portfolio Initial Class(a)	$		44,863,782
	4,651,306	Maxim Goldman Sachs MidCap Value Portfolio Initial Class(a)			48,931,740
	4,609,499	Maxim Invesco ADR Portfolio Initial Class(a)			48,030,978
	2,041,182	Maxim Invesco Small-Cap Value Portfolio Initial Class(a)			21,371,177
	5,368,312	Maxim Janus Large Cap Growth Portfolio Initial Class(a)			44,664,356
	1,006,932	Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class(a)			21,346,948
	4,705,276	Maxim MFS International Growth Portfolio Initial Class(a)			48,040,872
	5,941,602	Maxim MFS International Value Portfolio Initial Class(a)			48,126,980
	5,186,791	Maxim Putnam Equity Income Portfolio Initial Class(a)			53,164,611

Shares				Value
Equity Mutual Funds — (continued)
	1,339,630	Maxim Small-Cap Growth Portfolio Initial Class(a)	$		26,752,408
	3,495,283	Maxim T. Rowe Price Equity/Income Portfolio Initial Class(a)			53,303,066
	1,414,610	Maxim T. Rowe Price MidCap Growth Portfolio Initial Class(a)			24,699,084
	3,918,377	Putnam Multi-Cap Value Fund A(a)			48,822,972
TOTAL EQUITY MUTUAL FUNDS — 100.01% (Cost $476,398,511)			$		532,118,974
TOTAL INVESTMENTS — 100.01% (Cost $476,398,511)			$		532,118,974
OTHER ASSETS & LIABILITIES, NET — (0.01)%			$		(41,157)
TOTAL NET ASSETS — 100.00%			$		532,077,817

^(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 II Portfolio		Maxim Moderately Conservative Profile II Portfolio		Maxim Moderate Profile II Portfolio
ASSETS:
Investments at market value, affiliated(a)		$328,181,153		$70,919,878		$912,840,384
Subscriptions receivable		715,502		303,259		943,667
Receivable for investments sold		543,901		–		2,564,410
Total Assets		329,440,556		71,223,137		916,348,461
LIABILITIES:
Payable to investment adviser		25,389		5,457		70,888
Redemptions payable		895,343		18,329		3,433,137
Payable for investments purchased		364,060		284,929		74,941
Payable for distribution fees		2,239		167		2,004
Total Liabilities		1,287,031		308,882		3,580,970
NET ASSETS		$328,153,525		$70,914,255		$912,767,491
NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value		$3,864,453		$843,445		$12,533,739
Paid-in capital in excess of par		341,809,937		76,068,604		1,009,079,580
Net unrealized appreciation on investments		6,930,871		873,141		60,089,526
Undistributed net investment income		4,885,932		381,354		9,958,864
Accumulated net realized loss on investments		(29,337,668)		(7,252,289)		(178,894,218)
TOTAL NET ASSETS
Initial Class		$314,635,041		$69,917,086		$901,287,087
Class L		$13,518,484		$997,169		$11,480,404
CAPITAL STOCK:
Authorized
Initial Class		100,000,000		100,000,000		200,000,000
Class L		35,000,000		35,000,000		35,000,000
Issued and Outstanding
Initial Class		37,204,607		8,324,475		124,115,779
Class L		1,439,923		109,971		1,221,614
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:
Initial Class		$8.46		$8.40		$7.26
Class L		$9.39		$9.07		$9.40
(a) Cost of investments, affiliated	$	321,250,282	$	70,046,737	$	852,750,858

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 II Portfolio		Maxim Aggressive Profile II Portfolio
ASSETS:
Investments at market value, affiliated(a)		$200,523,314		$532,118,974
Subscriptions receivable		409,318		493,780
Receivable for investments sold		–		1,077,083
Total Assets		200,932,632		533,689,837
LIABILITIES:
Payable to investment adviser		15,324		40,738
Redemptions payable		326,950		1,554,555
Payable for investments purchased		82,368		16,308
Payable for distribution fees		124		419
Total Liabilities		424,766		1,612,020
NET ASSETS		$200,507,866		$532,077,817
NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value		$2,685,549		$7,748,416
Paid-in capital in excess of par		215,131,404		597,353,629
Net unrealized appreciation on investments		6,402,886		55,720,463
Underdistributed (overdistributed) net investment income		403,230		(20,149)
Accumulated net realized loss on investments		(24,115,203)		(128,724,542)
TOTAL NET ASSETS
Initial Class		$199,761,424		$529,571,385
Class L		$746,442		$2,506,432
CAPITAL STOCK:
Authorized
Initial Class		100,000,000		175,000,000
Class L		35,000,000		35,000,000
Issued and Outstanding
Initial Class		26,765,336		77,228,399
Class L		90,149		255,765
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:
Initial Class		$7.46		$6.86
Class L		$8.28		$9.80
(a) Cost of investments, affiliated		$194,120,428		$476,398,511

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 II Portfolio		Maxim Moderately Conservative Profile II Portfolio		Maxim Moderate Profile II Portfolio
INVESTMENT INCOME:
Interest, affiliated		$593,395		$126,372		$1,225,421
Dividends, affiliated		2,339,616		412,267		4,392,485
Total Income		2,933,011		538,639		5,617,906
EXPENSES:
Management fees		155,778		33,924		452,305
Distribution fees - Class L		8,197		885		7,419
Total Expenses		163,975		34,809		459,724
Less amount waived by distributor - Class L		11		17		8
Net Expenses		163,964		34,792		459,716
NET INVESTMENT INCOME		2,769,047		503,847		5,158,190
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments, affiliated		1,858,289		87,329		8,525,108
Change in net unrealized appreciation on investments		7,501,202		2,428,082		32,604,628
Net Realized and Unrealized Gain on Investments		9,359,491		2,515,411		41,129,736
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$12,128,538		$3,019,258		$46,287,926

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 II Portfolio		Maxim Aggressive Profile II Portfolio
INVESTMENT INCOME:
Interest, affiliated		$149,745		$–
Dividends, affiliated		858,794		1,174,808
Total Income		1,008,539		1,174,808
EXPENSES:
Management fees		98,059		267,545
Distribution fees - Class L		538		1,333
Total Expenses		98,597		268,878
Less amount waived by distributor - Class L		16		17
Net Expenses		98,581		268,861
NET INVESTMENT INCOME		909,958		905,947
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments, affiliated		1,079,993		(292,633)
Change in net unrealized appreciation on investments		8,993,772		34,896,327
Net Realized and Unrealized Gain on Investments		10,073,765		34,603,694
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$10,983,723		$35,509,641

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 II Portfolio
OPERATIONS:
Net investment income		$2,769,047		$7,948,199
Net realized gain on investments, affiliated		1,858,289		16,994,704
Capital gain distributions received, affiliated		–		3,555,373
Change in net unrealized appreciation (depreciation) on investments		7,501,202		(24,803,497)
Net Increase in Net Assets Resulting from Operations		12,128,538		3,694,779
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Initial Class		(2,644,367)		(6,675,109)
Class L		(91,293)		(48,965)
From net investment income		(2,735,660)		(6,724,074)
From net realized gains
Initial Class		–		(20,951,695)
Class L		–		(124,595)
From net realized gains		0		(21,076,290)
Total Distributions		(2,735,660)		(27,800,364)
CAPITAL SHARE TRANSACTIONS:
Shares sold
Initial Class		74,564,448		142,472,920
Class L		14,253,792		2,512,573
Shares issued in reinvestment of distributions
Initial Class		2,644,367		27,626,804
Class L		91,293		173,560
Shares redeemed
Initial Class		(67,106,999)		(163,458,784)
Class L		(3,195,262)		(189,253)
Net Increase in Net Assets Resulting from Capital Share Transactions		21,251,639		9,137,820
Total Increase (Decrease) in Net Assets		30,644,517		(14,967,765)
NET ASSETS:
Beginning of period		297,509,008		312,476,773
End of period (a)		$328,153,525		$297,509,008
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold
Initial Class		8,791,698		15,906,444
Class L		1,512,552		257,763
Shares issued in reinvestment of distributions
Initial Class		316,691		3,320,447
Class L		9,848		19,073
Shares redeemed
Initial Class		(7,918,654)		(18,242,006)
Class L		(339,813)		(19,500)
Net Increase		2,372,322		1,242,221
(a) Including undistributed net investment income:		$4,885,932		$4,852,545

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 II Portfolio
OPERATIONS:
Net investment income		$503,847		$1,423,861
Net realized gain on investments, affiliated		87,329		5,033,956
Capital gain distributions received, affiliated		–		1,215,588
Change in net unrealized appreciation (depreciation) on investments		2,428,082		(7,572,433)
Net Increase in Net Assets Resulting from Operations		3,019,258		100,972
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Initial Class		(491,386)		(3,503,467)
Class L		(5,284)		(28,234)
From net investment income		(496,670)		(3,531,701)
From net realized gains
Initial Class		–		(4,531,013)
Class L		–		(25,732)
From net realized gains		0		(4,556,745)
Total Distributions		(496,670)		(8,088,446)
CAPITAL SHARE TRANSACTIONS:
Shares sold
Initial Class		14,476,487		28,329,787
Class L		651,439		518,824
Shares issued in reinvestment of distributions
Initial Class		491,386		8,034,480
Class L		5,284		53,966
Shares redeemed
Initial Class		(10,245,735)		(56,548,898)
Class L		(193,051)		(6,828)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		5,185,810		(19,618,669)
Total Increase (Decrease) in Net Assets		7,708,398		(27,606,143)
NET ASSETS:
Beginning of period		63,205,857		90,812,000
End of period (a)		$70,914,255		$63,205,857
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold
Initial Class		1,724,405		3,064,117
Class L		70,893		54,416
Shares issued in reinvestment of distributions
Initial Class		59,562		977,434
Class L		593		6,189
Shares redeemed
Initial Class		(1,224,404)		(6,091,123)
Class L		(21,406)		(714)
Net Increase (Decrease)		609,643		(1,989,681)
(a) Including undistributed net investment income:		$381,354		$374,177

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 II Portfolio
OPERATIONS:
Net investment income		$5,158,190		$17,587,032
Net realized gain on investments, affiliated		8,525,108		50,456,028
Capital gain distributions received, affiliated		–		20,942,584
Change in net unrealized appreciation (depreciation) on investments		32,604,628		(97,213,427)
Net Increase (Decrease) in Net Assets Resulting from Operations		46,287,926		(8,227,783)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Initial Class		(5,053,446)		(15,824,188)
Class L		(42,670)		(19,036)
From net investment income		(5,096,116)		(15,843,224)
From net realized gains
Initial Class		–		(70,676,296)
Class L		–		(68,158)
From net realized gains		0		(70,744,454)
Total Distributions		(5,096,116)		(86,587,678)
CAPITAL SHARE TRANSACTIONS:
Shares sold
Initial Class		160,616,539		310,574,939
Class L		12,229,177		1,558,441
Shares issued in reinvestment of distributions
Initial Class		5,053,446		86,500,484
Class L		42,670		87,194
Shares redeemed
Initial Class		(168,525,642)		(475,878,309)
Class L		(2,174,524)		(220,520)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		7,241,666		(77,377,771)
Total Increase (Decrease) in Net Assets		48,433,476		(172,193,232)
NET ASSETS:
Beginning of period		864,334,015		1,036,527,247
End of period (a)		$912,767,491		$864,334,015
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold
Initial Class		22,019,823		40,052,135
Class L		1,296,889		165,033
Shares issued in reinvestment of distributions
Initial Class		711,753		12,333,497
Class L		4,643		9,721
Shares redeemed
Initial Class		(23,153,215)		(61,258,534)
Class L		(231,368)		(23,304)
Net Increase (Decrease)		648,525		(8,721,452)
(a) Including undistributed net investment income:		$9,958,864		$9,896,790

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 II Portfolio
OPERATIONS:
Net investment income		$909,958		$3,097,718
Net realized gain on investments, affiliated		1,079,993		30,143,273
Capital gain distributions received, affiliated		–		4,807,354
Change in net unrealized appreciation (depreciation) on investments		8,993,772		(41,146,276)
Net Increase (Decrease) in Net Assets Resulting from Operations		10,983,723		(3,097,931)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Initial Class		(903,489)		(15,412,647)
Class L		(2,558)		(8,447)
From net investment income		(906,047)		(15,421,094)
From net realized gains
Initial Class		–		(24,955,735)
Class L		–		(10,868)
From net realized gains		0		(24,966,603)
Total Distributions		(906,047)		(40,387,697)
CAPITAL SHARE TRANSACTIONS:
Shares sold
Initial Class		33,063,653		79,982,600
Class L		662,376		113,808
Shares issued in reinvestment of distributions
Initial Class		903,489		40,368,382
Class L		2,558		19,315
Shares redeemed
Initial Class		(30,010,768)		(192,837,845)
Class L		(38,939)		–
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		4,582,369		(72,353,740)
Total Increase (Decrease) in Net Assets		14,660,045		(115,839,368)
NET ASSETS:
Beginning of period		185,847,821		301,687,189
End of period (a)		$200,507,866		$185,847,821
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold
Initial Class		4,418,714		8,746,366
Class L		79,982		12,133
Shares issued in reinvestment of distributions
Initial Class		124,447		5,578,640
Class L		317		2,457
Shares redeemed
Initial Class		(4,031,340)		(20,904,904)
Class L		(4,740)		–
Net Increase (Decrease)		587,380		(6,565,308)
(a) Including undistributed net investment income:		$403,230		$399,319

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 II Portfolio
OPERATIONS:
Net investment income		$905,947		$5,061,480
Net realized loss from investments, affiliated		(292,633)		(12,920,619)
Capital gain distributions received, affiliated		–		17,626,054
Change in net unrealized appreciation (depreciation) on investments		34,896,327		(32,714,236)
Net Increase (Decrease) in Net Assets Resulting from Operations		35,509,641		(22,947,321)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Initial Class		(923,786)		(5,882,787)
Class L		(2,310)		(3,072)
From net investment income		(926,096)		(5,885,859)
From net realized gains
Initial Class		–		(8,993,805)
Class L		–		(2,206)
From net realized gains		0		(8,996,011)
Total Distributions		(926,096)		(14,881,870)
CAPITAL SHARE TRANSACTIONS:
Shares sold
Initial Class		91,172,540		200,041,808
Class L		2,813,255		533,362
Shares issued in reinvestment of distributions
Initial Class		923,786		14,876,592
Class L		2,310		5,278
Shares redeemed
Initial Class		(108,517,846)		(294,336,202)
Class L		(719,206)		(171,360)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(14,325,161)		(79,050,522)
Total Increase (Decrease) in Net Assets		20,258,384		(116,879,713)
NET ASSETS:
Beginning of period		511,819,433		628,699,146
End of period (a)		$532,077,817		$511,819,433
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold
Initial Class		13,221,015		29,076,709
Class L		287,921		58,072
Shares issued in reinvestment of distributions
Initial Class		139,756		2,342,567
Class L		244		574
Shares redeemed
Initial Class		(15,781,455)		(42,669,619)
Class L		(72,332)		(18,714)
Net Decrease		(2,204,851)		(11,210,411)
(a) Including (overdistributed) net investment income:		$(20,149)		$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 II Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$8.20			$8.92		$8.56		$7.48		$9.29		$9.50
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.06			0.23		0.20		0.23		0.35		0.30
Capital gain distributions received		–			0.10		0.03		0.02		0.14		0.20
Net realized and unrealized gain (loss)		0.27			(0.22)		0.53		1.26		(1.73)		0.01
Total Income (Loss) From Investment Operations		0.33			0.11		0.76		1.51		(1.24)		0.51
LESS DISTRIBUTIONS:
From net investment income		(0.07)			(0.20)		(0.20)		(0.24)		(0.34)		(0.30)
From net realized gains		–			(0.63)		(0.20)		(0.19)		(0.23)		(0.42)
Total Distributions		(0.07)			(0.83)		(0.40)		(0.43)		(0.57)		(0.72)
NET ASSET VALUE, END OF PERIOD		$8.46			$8.20		$8.92		$8.56		$7.48		$9.29
TOTAL RETURN(a)		4.05%	(b)		1.29%		9.02%		20.51%		(13.67%)		5.69%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$314,635			$295,168		$312,477		$254,750		$195,710		$234,332
Ratio of expenses to average net assets(c)		0.10%	(d)		0.10%		0.10%		0.10%		0.10%		0.10%
Ratio of net investment income to average net assets		1.68%	(d)		2.74%		2.31%		2.92%		4.05%		3.23%
Portfolio turnover rate		9%	(b)		35%		33%		32%		52%		27%

^(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.

					Year Ended December 31,
	Period Ended June 29,
	2012 (Unaudited)			2011 (a)
Maxim Conservative Profile II Portfolio - Class L
NET ASSET VALUE, BEGINNING OF PERIOD		$9.10			$10.00
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.22			0.11
Capital gain distributions received		–			0.09
Net realized and unrealized gain (loss)		0.14			(0.38)
Total Income (Loss) From Investment Operations		0.36			(0.18)
LESS DISTRIBUTIONS:
From net investment income		(0.07)			(0.20)
From net realized gains		–			(0.52)
Total Distributions		(0.07)			(0.72)
NET ASSET VALUE, END OF PERIOD		$9.39			$9.10
TOTAL RETURN(b) (d)		3.94%	(c)		(1.74%)	(c)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$13,518			$2,341
Ratio of expenses to average net assets(e)
Before waiver		0.35%	(f)		0.35%	(f)
After waiver		0.35%	(f)		0.34%	(f)
Ratio of net investment income to average net assets
Before waiver		6.11%	(f)		10.76%	(f)
After waiver		6.11%	(f)		10.77%	(f)
Portfolio turnover rate(g)		9%	(c)		35%	(c)

^(a)  Class L inception date was July 29, 2011.

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

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

^(f) Annualized.

^(g) Portfolio turnover is calculated at the Portfolio level.

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 II Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$8.07			$9.25		$8.98		$7.71		$10.14		$10.42
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.06			0.51		0.16		0.26		0.29		0.28
Capital gain distributions received		–			0.16		0.04		0.02		0.20		0.37
Net realized and unrealized gain (loss)		0.33			(0.68)		0.71		1.43		(2.27)		0.01
Total Income (Loss) From Investment Operations		0.39			(0.01)		0.91		1.71		(1.78)		0.66
LESS DISTRIBUTIONS:
From net investment income		(0.06)			(0.51)		(0.16)		(0.27)		(0.28)		(0.28)
From net realized gains		–			(0.66)		(0.48)		(0.17)		(0.37)		(0.66)
Total Distributions		(0.06)			(1.17)		(0.64)		(0.44)		(0.65)		(0.94)
NET ASSET VALUE, END OF PERIOD		$8.40			$8.07		$9.25		$8.98		$7.71		$10.14
TOTAL RETURN(a)		4.84%	(b)		(0.02%)		10.31%		22.30%		(18.16%)		6.60%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$69,917			$62,684		$90,812		$38,516		$27,892		$28,303
Ratio of expenses to average net assets(c)		0.10%	(d)		0.10%		0.10%		0.10%		0.10%		0.10%
Ratio of net investment income to average net assets		1.47%	(d)		2.40%		1.91%		2.11%		3.53%		2.80%
Portfolio turnover rate		10%	(b)		52%		36%		59%		64%		61%

^(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.

				Year Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011 (a)
Maxim Moderately Conservative Profile II Portfolio - Class L
NET ASSET VALUE, BEGINNING OF PERIOD		$8.71			$10.00
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.05			0.62
Capital gain distributions received		–			0.14
Net realized and unrealized gain (loss)		0.36			(1.04)
Total Income (Loss) From Investment Operations		0.41			(0.28)
LESS DISTRIBUTIONS:
From net investment income		(0.05)			(0.53)
From net realized gains		–			(0.48)
Total Distributions		(0.05)			(1.01)
NET ASSET VALUE, END OF PERIOD		$9.07			$8.71
TOTAL RETURN(b) (d)		4.74%	(c)		(2.86%)	(c)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$997			$522
Ratio of expenses to average net assets(e)
Before waiver		0.35%	(f)		0.35%	(f)
After waiver		0.34%	(f)		0.33%	(f)
Ratio of net investment income to average net assets
Before waiver		2.83%	(f)		6.05%	(f)
After waiver		2.83%	(f)		6.07%	(f)
Portfolio turnover rate(g)		10%	(c)		52%	(c)

^(a) Class L inception date was July 29, 2011.

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

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

^(f) Annualized.

^(g) Portfolio turnover is calculated at the Portfolio level.

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 II Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$6.93			$7.77			$7.21			$6.08			$8.72			$9.09
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.04			0.16			0.11			0.12			0.21			0.21
Capital gain distributions received		–			0.17			0.04			0.02			0.21			0.40
Net realized and unrealized gain (loss)		0.33			(0.41	)		0.68			1.34			(2.36	)		0.02
Total Income (Loss) From Investment Operations		0.37			(0.08	)		0.83			1.48			(1.94	)		0.63
LESS DISTRIBUTIONS:
From net investment income		(0.04	)		(0.14	)		(0.11	)		(0.12	)		(0.21	)		(0.21	)
From net realized gains		–			(0.62	)		(0.16	)		(0.23	)		(0.49	)		(0.79	)
Total Distributions		(0.04	)		(0.76	)		(0.27	)		(0.35	)		(0.70	)		(1.00	)
NET ASSET VALUE, END OF PERIOD		$7.26			$6.93			$7.77			$7.21			$6.08			$8.72
TOTAL RETURN(a)		5.36%	(b)		(1.05%)			11.57%			24.67%			(23.14%)			7.22%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$901,287			$862,977			$1,036,527			$857,765			$793,846			$1,118,812
Ratio of expenses to average net assets(c)		0.10%	(d)		0.10%			0.10%			0.10%			0.10%			0.10%
Ratio of net investment income to average net assets		1.12%	(d)		1.94%			1.47%			1.66%			2.73%			2.34%
Portfolio turnover rate		8%	(b)		34%			31%			25%			54%			23%

^(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.

				Year Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011 (a)
Maxim Moderate Profile II Portfolio - Class L
NET ASSET VALUE, BEGINNING OF PERIOD		$8.96			$10.00
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.14			0.10
Capital gain distributions received		–			0.17
Net realized and unrealized gain (loss)		0.34			(0.66)
Total Income (Loss) From Investment Operations		0.48			(0.39)
LESS DISTRIBUTIONS:
From net investment income		(0.04)			(0.14)
From net realized gains		–			(0.51)
Total Distributions		(0.04)			(0.65)
NET ASSET VALUE, END OF PERIOD		$9.40			$8.96
TOTAL RETURN(b) (d)		5.33%	(c)		(3.87%)	(c)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$11,480			$1,357
Ratio of expenses to average net assets(e)
Before waiver		0.35%	(f)		0.35%	(f)
After waiver		0.35%	(f)		0.34%	(f)
Ratio of net investment income to average net assets
Before waiver		4.04%	(f)		8.10%	(f)
After waiver		4.04%	(f)		8.12%	(f)
Portfolio turnover rate(g)		8%	(c)		34%	(c)

^(a) Class L inception date was July 29, 2011.

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

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

^(f) Annualized.

^(g) Portfolio turnover is calculated at the Portfolio level.

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 II Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$7.07			$9.19		$8.41		$6.65		$10.47		$10.95
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.03			0.73		0.12		0.12		0.23		0.26
Capital gain distributions received		–			0.18		0.05		0.02		0.25		0.57
Net realized and unrealized gain (loss)		0.39			(1.11)		0.94		1.78		(3.51)		(0.04)
Total Income (Loss) From Investment Operations		0.42			(0.20)		1.11		1.92		(3.03)		0.79
LESS DISTRIBUTIONS:
From net investment income		(0.03)			(0.73)		(0.12)		(0.13)		(0.22)		(0.26)
From net realized gains		–			(1.19)		(0.21)		(0.03)		(0.57)		(1.01)
Total Distributions		(0.03)			(1.92)		(0.33)		(0.16)		(0.79)		(1.27)
NET ASSET VALUE, END OF PERIOD		$7.46			$7.07		$9.19		$8.41		$6.65		$10.47
TOTAL RETURN(a)		6.01%	(b)		(2.10%)		13.35%		28.93%		(30.25%)		7.44%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$199,761			$185,733		$301,687		$114,380		$68,352		$95,203
Ratio of expenses to average net assets(c)		0.10%	(d)		0.10%		0.10%		0.10%		0.10%		0.10%
Ratio of net investment income to average net assets		0.93%	(d)		1.75%		1.48%		1.68%		2.78%		2.35%
Portfolio turnover rate		10%	(b)		54%		26%		36%		72%		42%

^(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.

				Year Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011 (a)
Maxim Moderately Aggressive Profile II Portfolio - Class L
NET ASSET VALUE, BEGINNING OF PERIOD		$7.85			$10.00
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.03			0.75
Capital gain distributions received		–			0.16
Net realized and unrealized gain (loss)		0.43			(1.39)
Total Income (Loss) From Investment Operations		0.46			(0.48)
LESS DISTRIBUTIONS:
From net investment income		(0.03)			(0.73)
From net realized gains		–			(0.94)
Total Distributions		(0.03)			(1.67)
NET ASSET VALUE, END OF PERIOD		$8.28			$7.85
TOTAL RETURN(b) (d)		5.87%	(c)		(4.75%)	(c)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$746			$115
Ratio of expenses to average net assets(e)
Before waiver		0.35%	(f)		0.35%	(f)
After waiver		0.34%	(f)		0.31%	(f)
Ratio of net investment income to average net assets
Before waiver		1.83%	(f)		5.15%	(f)
After waiver		1.83%	(f)		5.18%	(f)
Portfolio turnover rate(g)		10%	(c)		54%	(c)

^(a) Class L inception date was July 29, 2011.

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

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

^(f)  Annualized.

^(g)  Portfolio turnover is calculated at the Portfolio level.

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 II Portfolio - Initial Class
NET ASSET VALUE, BEGINNING OF PERIOD		$6.42			$6.92		$6.03		$4.66		$8.67		$9.25
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.01			0.07		0.05		0.05		0.06		0.12
Capital gain distributions received		–			0.22		0.04		0.01		0.23		0.64
Net realized and unrealized gain (loss)		0.44			(0.61)		0.87		1.47		(3.53)		(0.10)
Total Income (Loss) From Investment Operations		0.45			(0.32)		0.96		1.53		(3.24)		0.66
LESS DISTRIBUTIONS:
From net investment income		(0.01)			(0.07)		(0.05)		(0.05)		(0.06)		(0.12)
From net realized gains		–			(0.11)		(0.02)		(0.11)		(0.71)		(1.12)
Total Distributions		(0.01)			(0.18)		(0.07)		(0.16)		(0.77)		(1.24)
NET ASSET VALUE, END OF PERIOD		$6.86			$6.42		$6.92		$6.03		$4.66		$8.67
TOTAL RETURN(a)		7.04%	(b)		(4.44%)		15.95%		33.02%		(39.90%)		7.35%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$529,571			$511,453		$628,699		$539,215		$407,567		$754,558
Ratio of expenses to average net assets(c)		0.10%	(d)		0.10%		0.10%		0.10%		0.10%		0.10%
Ratio of net investment income to average net assets		0.34%	(d)		0.91%		0.78%		0.83%		0.90%		1.26%
Portfolio turnover rate		4%	(b)		34%		30%		23%		59%		17%

^(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.

				Year Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011 (a)
Maxim Aggressive Profile II Portfolio - Class L
NET ASSET VALUE, BEGINNING OF PERIOD		$9.18			$10.00
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.01			0.08
Capital gain distributions received		–			0.26
Net realized and unrealized gain (loss)		0.62			(1.02)
Total Income (Loss) From Investment Operations		0.63			(0.68)
LESS DISTRIBUTIONS:
From net investment income		(0.01)			(0.08)
From net realized gains		–			(0.06)
Total Distributions		(0.01)			(0.14)
NET ASSET VALUE, END OF PERIOD		$9.80			$9.18
TOTAL RETURN(b) (d)		6.86%	(c)		(6.86%)	(c)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$2,506			$367
Ratio of expenses to average net assets(e)
Before waiver		0.35%	(f)		0.35%	(f)
After waiver		0.35%	(f)		0.31%	(f)
Ratio of net investment income to average net assets
Before waiver		0.66%	(f)		6.41%	(f)
After waiver		0.66%	(f)		6.44%	(f)
Portfolio turnover rate(g)		4%	(c)		34%	(c)

^(a) Class L inception date was July 29, 2011.

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

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

^(f) Annualized.

^(g) Portfolio turnover is calculated at the Portfolio level.

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 II, Maxim Moderately Conservative Profile II, Maxim Moderate Profile II, Maxim Moderately Aggressive Profile II and Maxim Aggressive Profile II Portfolios (the Portfolios) are included herein and are represented by separate classes of beneficial interest of the Fund. The investment objective of each Portfolio is to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize fixed income investments for the Maxim Conservative Profile II 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 II Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund with a relatively equal emphasis on equity and fixed income investments for the Maxim Moderate Profile II Portfolio; to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize equity investments, and to a lesser degree, in those that emphasize fixed income investments for the Maxim Moderately Aggressive Profile II Portfolio and to seek long-term capital appreciation primarily through investments in underlying portfolios of the Fund that emphasize equity investments for the Maxim Aggressive Profile II 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 offers two share classes, referred to as Initial Class and Class L shares. All shares of the Portfolios represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, expenses (other than those attributable to a specific class) and realized and unrealized gains and losses are allocated daily to each class of shares based on the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against operations of that class.

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

Net Asset Value

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

	Level 1		Level 2		Level 3		Total
Assets
Bond Mutual Funds	$	155,425,639	$	—	$	—	$	155,425,639
Equity Mutual Funds		99,393,251		—		—		99,393,251
Fixed Interest Contract		—		—		73,362,263		73,362,263
Total Investments	$	254,818,890	$	0	$	73,362,263	$	328,181,153
Maxim Moderately Conservative Profile II Portfolio
	Level 1		Level 2		Level 3		Total
Assets
Bond Mutual Funds	$	23,356,376	$	—	$	—	$	23,356,376
Equity Mutual Funds		32,025,803		—		—		32,025,803
Fixed Interest Contract		—		—		15,537,699		15,537,699
Total Investments	$	55,382,179	$	0	$	15,537,699	$	70,919,878
Maxim Moderate Profile II Portfolio
	Level 1		Level 2		Level 3		Total
Assets
Bond Mutual Funds	$	218,751,978	$	—	$	—	$	218,751,978
Equity Mutual Funds		548,802,636		—		—		548,802,636
Fixed Interest Contract		—		—		145,285,770		145,285,770
Total Investments	$	767,554,614	$	0	$	145,285,770	$	912,840,384
Maxim Moderately Aggressive Profile II Portfolio
	Level 1		Level 2		Level 3		Total
Assets
Bond Mutual Funds	$	35,938,319	$	—	$	—	$	35,938,319
Equity Mutual Funds		146,697,106		—		—		146,697,106
Fixed Interest Contract		—		—		17,887,889		17,887,889
Total Investments	$	182,635,425	$	0	$	17,887,889	$	200,523,314

Maxim Aggressive Profile II Portfolio

	Level 1		Level 2		Level 3		Total
Assets
Equity Mutual Funds	$	532,118,974	$	—	$	—	$	532,118,974
Total Investments	$	532,118,974	$	0	$	0	$	532,118,974

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

	Maxim Conservative Profile II Portfolio			Maxim Moderately Conservative Profile II Portfolio			Maxim Moderate Profile II Portfolio			Maxim Moderately Aggressive Profile II Portfolio
Beginning Balance, January 1, 2012	$	66,826,421		$	13,866,511		$	137,891,791		16,660,276
Total realized gains (loss)		–			–			–		–
Total unrealized gain (loss) relating to investments not held at reporting date		–			–			–		–
Total unrealized gain (loss) relating to investments still held at reporting date		–			–			–		–
Total interest		593,395			126,372			1,225,421		149,745
Purchases		10,286,235			2,845,676			18,801,037		3,418,165
Sales		(4,343,788	)		(1,300,860	)		(12,632,479	)	(2,340,297)
Transfers into Level 3		–			–			–		–
Transfers out of Level 3		–			–			–		–
Ending Balance, June 29, 2012	$	73,362,263		$	15,537,699		$	145,285,770		17,887,889

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 2011. 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 Great-West Life & Annuity Insurance Company. As compensation for its services to the Fund, the Adviser receives monthly compensation at the annual rate of 0.10% of the average daily net assets of each Portfolio. Each Portfolio will also bear the indirect expense of the underlying investments. Because the underlying funds have varied expense and fee levels and the Portfolios may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Portfolios will vary.

GWFS Equities, Inc. (the Distributor), is a wholly-owned subsidiary of GWL&A and the principal underwriter to distribute and market the Portfolios. The Portfolios have entered into a plan of distribution which provides for compensation for distribution of Class L shares and for providing or arranging for the provision of services to Class L shareholders. The distribution plan provides for a maximum 12b-1 fee equal to an annual rate of 0.25% of the average daily net assets of the Class L shares. The Distributor has agreed to voluntarily waive all 12b-1 fees attributable to Class L shares purchased by the Adviser in consideration for the Adviser providing initial capital to the Portfolios. The amount waived, if any, is reflected in the Statement of Operations.

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 II 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		73,362,263		$    66,826,421	$	10,286,235	$	4,344,018	$	—	$	593,395	$	73,362,263
Maxim American Century Growth
Portfolio Initial Class		914,946		8,928,160		1,333,993		1,175,862		75,701		20,780		9,899,713
Maxim Federated Bond Portfolio
Initial Class		3,135,444		31,257,001		5,135,152		2,309,832		289,766		412,634		34,270,403
Maxim Goldman Sachs MidCap Value
Portfolio
Initial Class		894,383		8,434,478		1,323,528		596,051		412,033		31,092		9,408,913
Maxim Invesco ADR Portfolio
Initial Class		743,405		6,945,170		1,747,558		992,747		(85,223)		—		7,746,280
Maxim Janus Large Cap Growth
Portfolio Initial Class		1,186,278		8,948,474		1,229,628		1,802,158		(401,360)		—		9,869,837
Maxim MFS International Growth
Portfolio Initial Class		762,895		6,976,534		1,513,831		1,127,646		34,616		—		7,789,162
Maxim MFS International Value
Portfolio Initial Class		956,873		6,949,707		1,105,720		608,164		147,720		—		7,750,673
Maxim Putnam Equity Income
Portfolio Initial Class		1,613,470		14,907,474		2,787,494		1,920,431		71,893		106,483		16,538,064
Maxim Putnam High Yield Bond
Portfolio Initial Class		2,460,787		17,878,033		2,308,796		1,085,231		142,154		511,502		19,686,296
Maxim Short Duration Bond Portfolio
Initial Class		2,034,236		19,314,848		3,053,522		1,272,023		111,167		184,489		21,196,742
Maxim T. Rowe Price Equity/Income
Portfolio Initial Class		1,087,721		14,902,366		2,400,711		1,373,956		429,243		153,768		16,587,741
Maxim T. Rowe Price MidCap Growth
Portfolio Initial Class		253,461		3,990,845		627,814		477,044		19,522		—		4,425,421
Maxim Templeton Global Bond
Portfolio Initial Class		3,658,260		31,184,030		3,924,032		1,789,798		148,447		336,212		34,607,139
Maxim U.S. Government Mortgage
Securities Portfolio Initial Class		3,656,130		41,668,037		7,286,503		3,457,747		85,880		582,656		45,665,059
Putnam Multi-Cap Value Fund A		752,604		8,422,916		1,664,084		844,061		376,730		—		9,377,447
									$	1,858,289	$	2,933,011	$	328,181,153

Maxim Moderately Conservative Profile II 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		15,537,699	$	13,866,511	$	2,845,676	$	1,300,860	$	—	$	126,372	$	15,537,699
Maxim American Century Growth Portfolio
Initial Class		326,868		3,153,237		439,693		350,201		21,031		7,465		3,536,715
Maxim Federated Bond Portfolio
Initial Class		581,874		5,684,338		1,139,935		526,082		25,684		76,554		6,359,888
Maxim Goldman Sachs MidCap Value Portfolio
Initial Class		215,736		2,015,046		318,475		185,711		34,592		7,515		2,269,546
Maxim Invesco ADR Portfolio
Initial Class		251,502		2,327,432		623,398		341,941		(32,742)		—		2,620,651
Maxim Invesco Small-Cap Value
Portfolio Initial Class		102,544		943,073		159,941		102,232		8,804		1,770		1,073,634
Maxim Janus Large Cap Growth
Portfolio Initial Class		424,266		3,158,597		458,256		628,391		(152,263)		—		3,529,890
Maxim Loomis Sayles Small-Cap Value
Portfolio Initial Class		50,539		944,770		178,034		90,788		18,970		2,418		1,071,414
Maxim MFS International Growth
Portfolio Initial Class		256,594		2,330,456		553,374		390,311		25,749		—		2,619,826
Maxim MFS International Value
Portfolio Initial Class		324,074		2,327,817		454,884		271,199		37,560		—		2,625,000
Maxim Putnam Equity Income
Portfolio Initial Class		450,196		4,139,493		742,556		479,977		11,219		29,822		4,614,506
Maxim Putnam High Yield Bond
Portfolio Initial Class		442,671		3,161,507		502,575		240,337		12,557		91,793		3,541,365
Maxim T. Rowe Price Equity/Income
Portfolio Initial Class		303,955		4,129,772		661,733		428,531		25,300		43,042		4,635,319
Maxim T. Rowe Price MidCap Growth
Portfolio Initial Class		67,302		1,047,495		158,144		101,310		8,499		—		1,175,095
Maxim Templeton Global Bond
Portfolio Initial Class		675,393		5,670,306		810,258		354,166		(5,298)		61,765		6,389,217
Maxim U.S. Government Mortgage Securities Portfolio Initial Class		565,725		6,312,446		1,386,352		660,185		11,613		90,123		7,065,906
Putnam Multi-Cap Value Fund A		180,916		1,998,957		390,425		217,316		36,054		—		2,254,207
									$	87,329	$	538,639	$	70,919,878

Maxim Moderate Profile II 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		145,285,770	$	137,891,791	$	18,801,037	$	12,632,479	$	—	$	1,225,421	$	145,285,770
Maxim American Century Growth
Portfolio Initial Class		5,042,263		51,809,971		2,035,136		4,164,216		285,987		116,166		54,557,281
Maxim Federated Bond Portfolio
Initial Class		5,822,616		60,512,727		8,715,545		5,788,284		744,893		785,828		63,641,198
Maxim Goldman Sachs MidCap Value
Portfolio
Initial Class		2,836,820		28,184,083		1,498,586		942,207		1,063,905		99,797		29,843,346
Maxim Invesco ADR Portfolio Initial Class		4,689,842		46,160,589		5,856,771		3,449,311		(672,662)		—		48,868,151
Maxim Invesco Small-Cap Value
Portfolio Initial Class		1,315,704		12,910,601		700,801		726,080		209,140		22,823		13,775,420
Maxim Janus Large Cap Growth
Portfolio Initial Class		6,530,061		51,891,226		2,263,192		7,819,560		(1,569,370)		—		54,330,112
Maxim Loomis Sayles Small-Cap
Value Portfolio Initial Class		648,693		12,954,023		835,486		512,488		312,421		31,058		13,752,300
Maxim MFS International Growth
Portfolio Initial Class		4,793,192		46,267,090		3,987,603		3,091,437		1,204,000		—		48,938,489
Maxim MFS International Value
Portfolio Initial Class		6,050,332		46,205,660		2,922,408		1,811,401		1,233,867		—		49,007,690
Maxim Putnam Equity Income
Portfolio Initial Class		7,140,355		69,419,534		5,640,638		5,506,932		180,405		475,189		73,188,642
Maxim Putnam High Yield Bond
Portfolio Initial Class		3,425,363		25,960,213		2,665,319		1,905,488		397,382		715,200		27,402,900
Maxim Small-Cap Growth Portfolio Initial Class		1,381,509		25,716,258		1,538,611		1,446,186		242,925		—		27,588,734
Maxim T. Rowe Price Equity/Income
Portfolio Initial Class		4,808,296		69,366,433		4,104,329		3,263,462		1,855,153		686,731		73,326,518
Maxim T. Rowe Price MidCap Growth
Portfolio Initial Class		1,826,003		30,259,245		1,170,290		885,831		939,483		—		31,882,007
Maxim Templeton Global Bond
Portfolio Initial Class		6,774,581		60,325,882		4,180,943		2,625,928		561,414		625,584		64,087,536
Maxim U.S. Government Mortgage
Securities Portfolio Initial Class		5,093,702		60,470,110		9,413,164		6,505,409		139,021		834,109		63,620,344
Putnam Multi-Cap Value Fund A		2,387,155		28,101,828		2,385,476		1,035,563		1,397,144		—		29,743,946
									$	8,525,108	$	5,617,906	$	912,840,384

Maxim Moderately Aggressive Profile II 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		17,887,889		$    16,660,276		$    3,418,165		$    2,340,297	$	—	$	149,745	$	17,887,889
Maxim American Century Growth
Portfolio Initial Class		1,196,983		12,059,970		713,046		966,021		52,594		27,266		12,951,363
Maxim Federated Bond Portfolio
Initial Class		910,366		9,274,840		1,912,492		1,319,797		63,629		122,202		9,950,303
Maxim Goldman Sachs MidCap Value
Portfolio
Initial Class		1,215,673		11,783,913		975,708		646,922		225,834		42,177		12,788,877
Maxim Invesco ADR Portfolio
Initial Class		1,225,191		11,781,863		2,325,704		1,310,900		(81,995)		—		12,766,496
Maxim Invesco Small-Cap Value
Portfolio Initial Class		482,186		4,624,685		461,485		337,363		94,044		8,283		5,048,486
Maxim Janus Large Cap Growth
Portfolio Initial Class		1,549,041		12,125,804		750,070		1,887,444		(425,190)		—		12,888,019
Maxim Loomis Sayles Small-Cap
Value Portfolio Initial Class		237,862		4,629,979		489,642		262,216		97,629		11,332		5,042,668
Maxim MFS International Growth
Portfolio Initial Class		1,253,191		11,839,030		1,643,002		1,311,872		131,939		—		12,795,077
Maxim MFS International Value
Portfolio Initial Class		1,581,026		11,841,185		1,339,856		991,880		132,985		—		12,806,311
Maxim Putnam Equity Income
Portfolio Initial Class		1,661,754		15,852,006		1,617,967		1,258,995		26,495		108,867		17,032,976
Maxim Putnam High Yield Bond
Portfolio Initial Class		750,056		5,575,114		896,169		708,474		(4,315)		155,044		6,000,454
Maxim Small-Cap Growth Portfolio
Initial Class		304,709		5,540,323		557,335		317,112		130,958		—		6,085,036
Maxim T. Rowe Price Equity/Income
Portfolio Initial Class		1,122,297		15,822,344		1,401,158		1,012,069		224,633		157,316		17,115,025
Maxim T. Rowe Price MidCap Growth
Portfolio Initial Class		381,726		6,198,649		462,045		376,983		84,166		—		6,664,939
Maxim Templeton Global Bond
Portfolio Initial Class		1,061,235		9,251,028		1,179,645		775,120		35,022		96,554		10,039,280
Maxim U.S. Government Mortgage
Securities Portfolio Initial Class		796,500		9,270,512		2,067,851		1,429,500		20,135		129,753		9,948,282
Putnam Multi-Cap Value Fund A		1,020,211		11,731,936		1,358,848		800,888		271,430		—		12,711,833
									$	1,079,993	$	1,008,539	$	200,523,314

Maxim Aggressive Profile II 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		4,146,375	$	43,414,114	$	1,014,139	$	3,651,100	$	253,911	$	94,569	$	44,863,782
Maxim Goldman Sachs MidCap Value Portfolio Initial Class		4,651,306		46,976,946		1,215,462		2,727,895		107,766		161,699		48,931,740
Maxim Invesco ADR Portfolio Initial Class		4,609,499		46,119,244		4,515,600		3,214,459		(1,045,434)		—		48,030,978
Maxim Invesco Small-Cap Value Portfolio Initial Class		2,041,182		20,374,959		811,061		846,443		686,109		35,023		21,371,177
Maxim Janus Large Cap Growth Portfolio Initial Class		5,368,312		43,522,676		1,256,172		7,235,753		(1,753,023)		—		44,664,356
Maxim Loomis Sayles Small-Cap Value Portfolio Initial Class		1,006,932		20,422,425		1,100,747		1,204,831		209,609		47,701		21,346,948
Maxim MFS International Growth Portfolio Initial Class		4,705,276		46,133,748		2,259,388		3,923,064		(638,733)		—		48,040,872
Maxim MFS International Value Portfolio Initial Class		5,941,602		46,160,525		3,144,277		2,746,905		1,311,832		—		48,126,980
Maxim Putnam Equity Income Portfolio Initial Class		5,186,791		51,307,676		2,115,729		2,958,597		72,912		341,955		53,164,611
Maxim Small-Cap Growth Portfolio Initial Class		1,339,630		25,326,237		1,210,922		1,584,269		181,566		—		26,752,408
Maxim T. Rowe Price Equity/Income Portfolio Initial Class		3,495,283		51,285,012		1,912,307		4,114,707		(574,055)		493,861		53,303,066
Maxim T. Rowe Price MidCap Growth Portfolio Initial Class		1,414,610		23,892,876		673,275		807,241		855,725		—		24,699,084
Putnam Multi-Cap Value Fund A		3,918,377		46,926,211		2,046,559		2,900,376		39,182		—		48,822,972
									$	(292,633)	$	1,174,808	$	532,118,974

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 II Portfolio	$	47,728,601	$	27,034,828
Maxim Moderately Conservative Profile II Portfolio		11,823,709		6,756,867
Maxim Moderate Profile II Portfolio		78,715,332		72,637,369
Maxim Moderately Aggressive Profile II Portfolio		23,570,191		19,133,844
Maxim Aggressive Profile II Portfolio		23,275,637		37,623,006

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 II Portfolio	$	322,139,443	$	13,343,053		$    (7,301,343)	$	6,041,710
Maxim Moderately Conservative Profile II Portfolio		70,306,092		2,627,314		(2,013,528)		613,786
Maxim Moderate Profile II Portfolio		861,336,219		81,031,705		(29,527,540)		51,504,165
Maxim Moderately Aggressive Profile II Portfolio		194,900,870		12,150,203		(6,527,759)		5,622,444
Maxim Aggressive Profile II Portfolio		496,054,956		72,973,169		(36,909,151)		36,064,018

5. DISTRIBUTIONS TO SHAREHOLDERS

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

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 Maxim Aggressive Profile II Portfolio, Maxim Moderately Aggressive Profile II Portfolio, Maxim Moderate Profile II Portfolio, Maxim Moderately Conservative Profile II Portfolio and Maxim Conservative Profile II 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 the 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 as the 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’s Initial Class performed relative to the short- and long-term returns of the applicable benchmarks and peer groups. For the Maxim Aggressive Profile II 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 II 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 II 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 II 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 II 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, as determined by MCM based on each Portfolio’s Morningstar category, to the extent applicable.

Based on the information provided, the Board noted that the Portfolios’ Initial Class and Class L management fees were comparable or lower than the management fees paid by similar funds. The Board also noted that the total annual operating expense ratios of the Portfolios were at the lower end or generally comparable to the annual expense ratios of similar funds.

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, Item10.

ITEM 11.    CONTROLS AND PROCEDURES.

(a) The registrant's principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material

information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the commission’s rules and forms and that such material information is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.

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

ITEM 12.    EXHIBITS.

(a)             (1) 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