<![CDATA[Maxim S&P Midcap 400 Index]]>

Asset Derivatives

Derivatives Not Accounted for as Hedging Instruments

Statement of Assets and Liabilities Location

futures contracts

Variation margin on futures contracts

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

As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Portfolio expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 29, 2012).

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the

table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

*Expenses are equal to the Portfolio’s annualized expense ratio of 0.60% for the Initial Class shares, multiplied by the average account value over the period, multiplied by 181/366 days to reflect the one-half year period.

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


Shares			Value

	COMMON STOCK
	Basic Materials — 4.71%
	13,455	Albemarle Corp	$	802,456
	11,838	Ashland Inc		820,492
	9,602	Cabot Corp		390,801
	6,669	Carpenter Technology Corp		319,045
	17,646	Commercial Metals Co		223,045
	5,009	Compass Minerals International Inc		382,087
	6,958	Cytec Industries Inc		408,017
	5,301	Domtar Corp		406,640
	8,045	Intrepid Potash Inc ^(a)		183,104
	2,510	Minerals Technologies Inc		160,088
	1,605	NewMarket Corp		347,643
	12,168	Olin Corp		254,190
	11,352	Reliance Steel & Aluminum Co		573,276
	9,003	Royal Gold Inc ^(a)		705,835
	19,876	RPM International Inc		540,627
	7,301	Sensient Technologies Corp		268,166
	5,185	Smurfit Kappa Funding PLC ^(b)		281,597
	33,131	Steel Dynamics Inc		389,289
	13,771	Valspar Corp		722,840

				8,179,238


	Communications — 4.63%
	9,260	ADTRAN Inc		279,559
	8,303	AMC Networks Inc Class A ^(a)		295,172
	14,158	AOL Inc ^(a)		397,557
	14,545	Ciena Corp ^(a)		238,102
	7,244	Equinix Inc ^(a)(c)		1,272,408
	6,781	FactSet Research Systems Inc		630,226
	7,305	General Cable Corp ^(a)		189,492
	7,079	John Wiley & Sons Inc Class A		346,800
	8,926	Lamar Advertising Co Class A ^(a)		255,283
	5,490	Meredith Corp ^(d)		175,351
	9,738	NeuStar Inc Class A ^(a)		325,249
	16,757	New York Times Co Class A ^(a)		130,705
	6,574	Plantronics Inc		219,572
	27,049	Polycom Inc ^(a)		284,555
	16,117	Rackspace Hosting Inc ^(a)		708,181
	40,891	RF Micro Devices Inc ^(a)		173,787
	3,462	Scholastic Corp		97,490
	13,959	Telephone & Data Systems Inc		297,187
	56,782	Tellabs Inc		189,084
	24,901	TIBCO Software Inc ^(a)		745,038
	22,734	tw telecom inc ^(a)		583,354
	12,477	ValueClick Inc ^(a)		204,498

				8,038,650


	Consumer, Cyclical — 12.82%
	11,092	Advance Auto Parts Inc		756,696
	12,370	Aeropostale Inc ^(a)		220,557
	10,765	Alaska Air Group Inc ^(a)		386,464
	29,601	American Eagle Outfitters Inc		584,028
	7,564	ANN Inc ^(a)		192,806
	16,883	Arrow Electronics Inc ^(a)		553,931
	20,504	Ascena Retail Group Inc ^(a)		381,785
	6,559	Bally Technologies Inc ^(a)		306,043
	6,148	Barnes & Noble Inc ^(a)(d)		101,196


Shares			Value

	Consumer, Cyclical — (continued)
	4,526	Bob Evans Farms Inc	$	181,945
	10,915	Brinker International Inc		347,861
	7,760	Carter’s Inc ^(a)		408,176
	8,201	Cheesecake Factory Inc ^(a)		262,104
	25,397	Chico’s FAS Inc		376,891
	15,483	Cinemark Holdings Inc		353,787
	9,484	Collective Brands Inc ^(a)		203,147
	15,400	Copart Inc ^(a)		364,826
	5,839	Deckers Outdoor Corp ^(a)(d)		256,974
	14,267	Dick’s Sporting Goods Inc		684,816
	11,055	Dreamworks Animation SKG Inc Class A ^(a)(d)		210,708
	22,879	Foot Locker Inc		699,640
	9,280	Guess? Inc		281,834
	14,757	Hanesbrands Inc ^(a)		409,212
	8,206	Herman Miller Inc		151,975
	7,081	HNI Corp		182,336
	5,954	HSN Inc		240,244
	23,055	Ingram Micro Inc Class A ^(a)		402,771
	3,885	International Speedway Corp Class A		101,709
	34,831	JetBlue Airways Corp ^(a)		184,604
	11,006	KB Home ^(d)		107,859
	6,169	Life Time Fitness Inc ^(a)		286,920
	22,241	LKQ Corp ^(a)		742,849
	5,790	MDC Holdings Inc		189,159
	8,646	Mohawk Industries Inc ^(a)		603,750
	6,985	MSC Industrial Direct Co Inc Class A		457,867
	765	NVR Inc ^(a)		650,250
	42,477	Office Depot Inc ^(a)		91,750
	13,903	Oshkosh Corp ^(a)		291,268
	9,225	Owens & Minor Inc		282,562
	4,489	Panera Bread Co Class A ^(a)		625,946
	16,339	PetSmart Inc ^(c)		1,113,993
	10,364	Polaris Industries Inc		740,819
	10,617	PVH Corp ^(c)		825,896
	15,283	RadioShack Corp ^(d)		58,687
	8,982	Regis Corp		161,317
	24,189	Saks Inc ^(a)(d)		257,613
	9,422	Scientific Games Corp Class A ^(a)		80,558
	12,515	Signet Jewelers Ltd		550,785
	9,201	Tempur-Pedic International Inc ^(a)		215,211
	6,119	Thor Industries Inc		167,722
	22,164	Toll Brothers Inc ^(a)		658,936
	10,864	Tractor Supply Co ^(c)		902,364
	5,590	Under Armour Inc Class A ^(a)		528,143
	5,865	Warnaco Group Inc ^(a)		249,732
	4,482	Watsco Inc		330,772
	45,159	Wendy’s Co		213,150
	15,049	Williams-Sonoma Inc		526,264
	7,806	WMS Industries Inc ^(a)		155,730
	10,876	World Fuel Services Corp		413,614

				22,270,552


	Consumer, Non-cyclical — 18.33%
	10,994	Aaron’s Inc		311,240
	7,592	Alliance Data Systems Corp ^(a)(c)		1,024,920
	7,334	AMERIGROUP Corp ^(a)		483,384


Shares			Value

	Consumer, Non-cyclical — (continued)
	2,998	Bio-Rad Laboratories Inc Class A ^(a)	$	299,830
	7,360	Brink’s Co		170,605
	7,638	Catalyst Health Solutions Inc ^(a)		713,695
	7,446	Charles River Laboratories International Inc ^(a)		243,931
	20,937	Church & Dwight Co Inc ^(c⁾		1,161,375
	13,776	Community Health Systems Inc ^(a)		386,141
	16,971	Convergys Corp		250,662
	7,153	Cooper Cos Inc		570,523
	16,207	CoreLogic Inc ^(a)		296,750
	5,185	Corporate Executive Board Co		211,963
	15,127	Corrections Corp of America		445,490
	8,393	Covance Inc ^(a)		401,605
	7,218	Deluxe Corp		180,017
	17,707	Endo Health Solutions Inc ^(a)		548,563
	17,073	Flowers Foods Inc		396,606
	6,118	FTI Consulting Inc ^(a)		175,892
	14,087	Gartner Inc ^(a)		606,445
	6,886	Gen-Probe Inc ^(a)		566,029
	11,875	Global Payments Inc		513,356
	19,750	Green Mountain Coffee Roasters Inc ^(a)(d)		430,155
	7,152	Harris Teeter Supermarkets Inc		293,160
	37,227	Health Management Associates Inc Class A ^(a)		292,232
	12,673	Health Net Inc ^(a)		307,574
	13,547	Henry Schein Inc ^(a)(c)		1,063,304
	8,983	Hill-Rom Holdings Inc		277,126
	17,795	Hillshire Brands Co ^(a)		515,877
	12,427	HMS Holdings Corp ^(a)		413,943
	39,934	Hologic Inc ^(a)		720,409
	8,305	IDEXX Laboratories Inc ^(a)		798,360
	11,528	Ingredion Inc		570,867
	2,538	ITT Educational Services Inc ^(a)(d)		154,183
	6,868	Korn/Ferry International ^(a)		98,556
	3,031	Lancaster Colony Corp		215,837
	12,874	Lender Processing Services Inc		325,455
	7,024	LifePoint Hospitals Inc ^(a)		287,844
	13,080	Lincare Holdings Inc		444,982
	12,128	Manpower Inc		444,491
	8,600	Masimo Corp ^(a)		192,468
	3,906	Matthews International Corp Class A		126,906
	9,054	Medicis Pharmaceutical Corp Class A		309,194
	7,438	MEDNAX Inc ^(a)		509,801
	18,203	Monster Worldwide Inc ^(a)		154,725
	17,072	Omnicare Inc		533,159
	3,804	Post Holdings Inc ^(a)		116,973
	8,342	Ralcorp Holdings Inc ^(a)		556,745
	11,753	Regeneron Pharmaceuticals Inc ^(a)(c)		1,342,428
	8,575	Rent-A-Center Inc		289,320
	21,548	ResMed Inc ^(a)		672,298
	9,378	Rollins Inc		209,786
	6,586	Scotts Miracle-Gro Co Class A		270,816
	21,779	SEI Investments Co		433,184
	31,972	Service Corp International		395,494
	24,352	Smithfield Foods Inc ^(a)		526,734


Shares			Value

	Consumer, Non-cyclical — (continued)
	9,759	Sotheby’s	$	325,560
	8,773	STERIS Corp		275,209
	1,688	Strayer Education Inc ^(d)		184,026
	33,164	SUPERVALU Inc ^(d)		171,790
	5,574	Techne Corp		413,591
	6,180	Teleflex Inc		376,424
	8,902	Thoratec Corp ^(a)		298,929
	3,707	Tootsie Roll Industries Inc		88,449
	7,706	Towers Watson & Co Class A		461,589
	8,455	Tupperware Brands Corp		462,996
	12,758	United Rentals Inc ^(a)		434,282
	8,126	United Therapeutics Corp ^(a)		401,262
	3,621	Universal Corp		167,761
	14,624	Universal Health Services Inc Class B		631,172
	6,090	Valassis Communications Inc ^(a)(d)		132,457
	12,672	VCA Antech Inc ^(a)		278,531
	31,786	Vertex Pharmaceuticals Inc ^(a)(c)		1,777,473
	6,528	WellCare Health Plans Inc ^(a)		345,984
	5,888	Wright Express Corp ^(a)		363,407

				31,844,300


	Energy — 4.73%
	31,219	Arch Coal Inc ^(d)		215,099
	8,616	Atwood Oceanics Inc ^(a)		326,029
	6,959	Bill Barrett Corp ^(a)		149,062
	3,017	CARBO Ceramics Inc ^(d)		231,494
	12,941	Cimarex Energy Co		713,308
	11,432	Dresser-Rand Group Inc ^(a)		509,181
	5,001	Dril-Quip Inc ^(a)		328,016
	10,902	Energen Corp		492,007
	17,428	Forest Oil Corp ^(a)		127,747
	15,322	Helix Energy Solutions Group Inc ^(a)		251,434
	31,177	HollyFrontier Corp ^(c)		1,104,601
	8,976	Northern Oil & Gas Inc ^(a)		143,077
	16,343	Oceaneering International Inc		782,176
	7,803	Oil States International Inc ^(a)		516,559
	23,655	Patterson-UTI Energy Inc		344,417
	19,453	Plains Exploration & Production Co ^(a)		684,357
	18,112	Quicksilver Resources Inc ^(a)(d)		98,167
	9,701	SM Energy Co		476,416
	23,818	Superior Energy Services Inc ^(a)		481,838
	6,348	Unit Corp ^(a)		234,178

				8,209,163


	Financial — 21.17%
	7,748	Affiliated Managers Group Inc ^(a)		848,019
	6,422	Alexander & Baldwin Inc ^(a)		341,972
	9,372	Alexandria Real Estate Equities Inc REIT		681,532
	2,198	Alleghany Corp ^(a)		746,770
	11,290	American Campus Communities Inc REIT		507,824
	11,012	American Financial Group Inc		432,001
	30,844	Apollo Investment Corp		236,882
	17,864	Arthur J Gallagher & Co		626,490


Shares			Value

	Financial — (continued)
	10,884	Aspen Insurance Holdings Ltd	$	314,548
	25,137	Associated Banc-Corp		331,557
	12,533	Astoria Financial Corp		122,823
	11,663	BancorpSouth Inc		169,347
	6,926	Bank of Hawaii Corp		318,250
	23,346	BioMed Realty Trust Inc REIT		436,103
	11,585	BRE Properties Inc REIT		579,482
	17,548	Brown & Brown Inc		478,534
	12,112	Camden Property Trust REIT		819,619
	12,177	Cathay General Bancorp		201,042
	13,243	CBOE Holdings Inc		366,566
	7,105	City National Corp		345,161
	11,905	Commerce Bancshares Inc		451,200
	10,946	Corporate Office Properties Trust REIT		257,340
	9,274	Cullen/Frost Bankers Inc		533,162
	40,247	Duke Realty Corp REIT		589,216
	21,431	East West Bancorp Inc		502,771
	17,478	Eaton Vance Corp		471,032
	8,675	Equity One Inc REIT		183,910
	5,312	Essex Property Trust Inc REIT		817,623
	8,000	Everest Re Group Ltd ^(c)		827,920
	9,637	Federal Realty Investment Trust REIT ^(c)		1,003,115
	33,635	Fidelity National Financial Inc Class A		647,810
	16,114	First American Financial Corp		273,293
	53,345	First Niagara Financial Group Inc		408,089
	16,651	FirstMerit Corp		275,075
	30,577	Fulton Financial Corp		305,464
	4,097	Greenhill & Co Inc		146,058
	12,834	Hancock Holding Co		390,667
	6,536	Hanover Insurance Group Inc		255,754
	15,004	HCC Insurance Holdings Inc		471,126
	11,193	Highwoods Properties Inc REIT		376,644
	7,359	Home Properties Inc REIT		451,548
	18,689	Hospitality Properties Trust REIT		462,927
	8,283	International Bancshares Corp		161,684
	27,691	Janus Capital Group Inc		216,544
	21,741	Jefferies Group Inc		282,416
	6,614	Jones Lang LaSalle Inc		465,427
	7,293	Kemper Corp		224,260
	17,717	Liberty Property Trust REIT		652,694
	19,980	Macerich Co REIT ^(c)		1,179,819
	13,297	Mack-Cali Realty Corp REIT		386,544
	5,506	Mercury General Corp		229,435
	16,186	National Retail Properties Inc REIT		457,902
	66,242	New York Community Bancorp Inc		830,012
	39,256	Old Republic International Corp		325,432
	16,025	Omega Healthcare Investors Inc REIT		360,563
	6,259	Potlatch Corp REIT		199,912
	7,223	Prosperity Bancshares Inc		303,583
	12,273	Protective Life Corp		360,949
	16,863	Raymond James Financial Inc		577,389
	18,399	Rayonier Inc REIT		826,115
	20,126	Realty Income Corp REIT		840,663
	13,579	Regency Centers Corp REIT		645,953


Shares			Value

	Financial — (continued)
	11,134	Reinsurance Group of America Inc	$	592,440
	24,579	Senior Housing Properties Trust REIT		548,603
	6,985	Signature Bank ^(a)		425,875
	13,513	SL Green Realty Corp REIT ^(c)		1,084,283
	6,494	StanCorp Financial Group Inc		241,317
	6,693	SVB Financial Group ^(a)		393,013
	116,083	Synovus Financial Corp		229,844
	8,873	Taubman Centers Inc REIT		684,641
	24,615	TCF Financial Corp		282,580
	9,843	Trustmark Corp		240,957
	37,761	UDR Inc REIT ^(c)		975,744
	28,458	Valley National Bancorp ^(d)		301,655
	13,067	Waddell & Reed Financial Inc Class A		395,669
	16,229	Washington Federal Inc		274,108
	11,221	Webster Financial Corp		243,047
	18,325	Weingarten Realty Investors REIT		482,681
	4,132	Westamerica Bancorporation		194,989
	16,917	WR Berkley Corp		658,410

				36,783,418


	Industrial — 17.32%
	6,414	Acuity Brands Inc		326,537
	16,236	AECOM Technology Corp ^(a)		267,082
	14,680	AGCO Corp ^(a)		671,316
	4,794	Alliant Techsystems Inc		242,433
	24,222	AMETEK Inc ^(c)		1,208,920
	10,059	Aptargroup Inc		513,512
	21,894	Avnet Inc ^(a)		675,649
	15,685	BE Aerospace Inc ^(a)		684,807
	9,391	Carlisle Cos Inc		497,911
	7,606	CLARCOR Inc		366,305
	7,177	Clean Harbors Inc ^(a)		404,926
	8,069	Con-way Inc		291,372
	7,498	Crane Co		272,777
	22,466	Donaldson Co Inc		749,690
	9,867	Energizer Holdings Inc ^(a)		742,492
	4,432	Esterline Technologies Corp ^(a)		276,335
	26,716	Exelis Inc		263,420
	24,120	Fortune Brands Home & Security Inc ^(a)		537,152
	7,309	Gardner Denver Inc		386,719
	6,777	GATX Corp		260,915
	21,808	Gentex Corp		455,133
	9,144	Graco Inc		421,356
	5,471	Granite Construction Inc		142,848
	4,712	Greif Inc Class A		193,192
	12,237	Harsco Corp		249,390
	8,939	Hubbell Inc Class B		696,706
	7,533	Huntington Ingalls Industries Inc ^(a)		303,128
	12,700	IDEX Corp		495,046
	6,076	Itron Inc ^(a)		250,574
	13,721	ITT Corp		241,490
	13,601	JB Hunt Transport Services Inc		810,620
	16,577	Kansas City Southern ^(c)		1,153,096
	22,417	KBR Inc		553,924
	12,116	Kennametal Inc		401,645


Shares			Value

	Industrial — (continued)
	8,451	Kirby Corp ^(a)	$	397,873
	7,109	Landstar System Inc		367,677
	7,723	Lennox International Inc		360,123
	12,645	Lincoln Electric Holdings Inc		553,725
	19,444	Louisiana-Pacific Corp ^(a)		211,551
	6,898	Martin Marietta Materials Inc ^(d)		543,700
	4,746	Mettler-Toledo International Inc ^(a)		739,664
	4,532	Mine Safety Appliances Co		182,368
	14,111	National Instruments Corp		379,021
	8,560	Nordson Corp		439,042
	14,834	Packaging Corp of America		418,912
	14,960	Pentair Inc		572,669
	6,302	Regal-Beloit Corp		392,363
	10,675	Rock-Tenn Co Class A		582,321
	10,010	Shaw Group Inc ^(a)		273,373
	7,171	Silgan Holdings Inc		306,130
	15,208	Sonoco Products Co		458,521
	7,656	SPX Corp		500,090
	5,968	Tech Data Corp ^(a)		287,479
	16,801	Terex Corp ^(a)		299,562
	7,405	Tidewater Inc		343,296
	12,679	Timken Co		580,571
	18,866	Trimble Navigation Ltd ^(a)(c)		868,025
	12,226	Trinity Industries Inc		305,405
	7,538	Triumph Group Inc		424,163
	11,062	URS Corp		385,843
	15,736	UTi Worldwide Inc		229,903
	3,416	Valmont Industries Inc		413,234
	21,542	Vishay Intertechnology Inc ^(a)		203,141
	7,278	Wabtec Corp		567,757
	18,635	Waste Connections Inc		557,559
	6,787	Werner Enterprises Inc		162,141
	8,677	Woodward Inc		342,221
	7,470	Worthington Industries Inc		152,911
	7,876	Zebra Technologies Corp Class A ^(a)		270,619

				30,081,371


	Technology — 7.89 %
	6,040	ACI Worldwide Inc ^(a)		267,028
	11,973	Acxiom Corp ^(a)		180,912
	4,786	Advent Software Inc ^(a)		129,749
	29,043	Allscripts Healthcare Solutions Inc ^(a)		317,440
	14,048	ANSYS Inc ^(a)(c)		886,569
	64,992	Atmel Corp ^(a)		435,446
	18,903	Broadridge Financial Solutions Inc ADR		402,067
	41,533	Cadence Design Systems Inc ^(a)		456,448
	33,157	Compuware Corp ^(a)		308,029
	7,121	Concur Technologies Inc ^(a)		484,940
	17,494	Cree Inc ^(a)(d)		449,071
	22,388	Cypress Semiconductor Corp		295,969
	9,541	Diebold Inc		352,158
	5,284	Fair Isaac Corp		223,408
	19,325	Fairchild Semiconductor International Inc ^(a)		272,483
	16,339	Informatica Corp ^(a)		692,120


Shares			Value

	Technology — (continued)
	21,123	Integrated Device Technology Inc ^(a)	$	118,711
	10,531	International Rectifier Corp ^(a)		210,515
	19,709	Intersil Corp Class A		209,901
	13,204	Jack Henry & Associates Inc		455,802
	3,743	Mantech International Corp Class A		87,848
	29,617	MEMC Electronic Materials Inc ^(a)		64,269
	13,675	Mentor Graphics Corp ^(a)		205,125
	12,131	MICROS Systems Inc ^(a)		621,107
	18,357	MSCI Inc Class A ^(a)		624,505
	23,985	NCR Corp ^(a)		545,179
	18,074	Parametric Technology Corp ^(a)		378,831
	13,733	QLogic Corp ^(a)		188,005
	8,627	Quest Software Inc ^(a)		240,262
	23,987	Riverbed Technology Inc ^(a)		387,390
	16,807	Rovi Corp ^(a)		329,753
	9,957	Semtech Corp ^(a)		242,154
	6,197	Silicon Laboratories Inc ^(a)		234,866
	28,610	Skyworks Solutions Inc ^(a)		783,056
	10,509	Solera Holdings Inc		439,171
	22,206	Synopsys Inc ^(a)		653,523
	16,269	VeriFone Systems Inc ^(a)		538,341

				13,712,151


	Utilities — 5.02%
	16,742	Alliant Energy Corp		762,933
	21,022	Aqua America Inc		524,709
	13,612	Atmos Energy Corp		477,373
	6,447	Black Hills Corp		207,400
	9,222	Cleco Corp		385,756
	23,006	Great Plains Energy Inc		492,558
	14,615	Hawaiian Electric Industries Inc		416,820
	7,224	IDACORP Inc		303,986
	28,512	MDU Resources Group Inc		616,144
	12,570	National Fuel Gas Co		590,539
	35,635	NV Energy Inc		626,463
	14,873	OGE Energy Corp		770,273
	12,111	PNM Resources Inc		236,649
	26,922	Questar Corp		561,593
	16,982	UGI Corp		499,780
	12,415	Vectren Corp		366,491
	19,060	Westar Energy Inc		570,847
	7,841	WGL Holdings Inc		311,680

				8,721,994


	TOTAL COMMON STOCK — 96.62% (Cost $167,096,316)		$	167,840,837


Principal Amount		Value

SECURITIES LENDING COLLATERAL
$ 749,904	Undivided interest of 1.65% in a repurchase agreement (principal amount/value $45,400,000 with a maturity value of $45,400,795) with JP Morgan Securities, 0.21% dated 6/29/12, to be repurchased at $749,904 on 7/2/12, collateralized by Federal National Mortgage Association, 1.33% - 6.14%, 12/12/12 - 2/1/48, with a value of $46,308,093.	$	749,904

997,082	Undivided interest of 3.76% in a repurchase agreement (principal amount/value $26,491,855 with a maturity value of $26,492,142) with RBC Capital Markets Corp, 0.13% dated 6/29/12, to be repurchased at $997,082 on 7/2/12, collateralized by various U.S. Government Agency Securities, 1.35% - 7.00%, 8/1/15 - 9/1/44, with a value of $27,021,693.		997,082

999,872	Undivided interest of 2.12% in a repurchase agreement (principal amount/value $47,150,000 with a maturity value of $47,150,707) with Goldman Sachs & Co., 0.18% dated 6/29/12, to be repurchased at $999,872 on 7/2/12, collateralized by various U.S. Government Agency Securities, 1.97% - 7.00%, 10/1/12 - 9/1/47, with a value of $48,093,000.		999,872


Principal Amount		Value

Securities Lending Collateral — (continued)
$ 749,904	Undivided interest of 1.61% in a repurchase agreement (principal amount/value $46,513,820 with a maturity value of $46,514,556) with HSBC Securities (USA) Inc, 0.19% dated 6/29/12, to be repurchased at $749,904 on 7/2/12, collateralized by Federal National Mortgage Association, 3.50% - 4.00%, 12/1/26 - 10/1/41, with a value of $47,444,399.	$	749,904
TOTAL SECURITIES LENDING COLLATERAL — 2.02% (Cost $3,496,762)		$	3,496,762

SHORT TERM INVESTMENTS
1,000,000	Federal Farm Credit Banks Funding Corp
	0.01%, 07/02/2012		1,000,000
325,000	U.S. Treasury Bills(e)
	0.09%, 09/20/2012		324,938


TOTAL SHORT TERM INVESTMENTS — 0.76% (Cost $1,324,938)		$	1,324,938

TOTAL INVESTMENTS — 99.40% (Cost $171,918,016)		$	172,662,537

OTHER ASSETS & LIABILITIES, NET — 0.60%		$	1,050,540

TOTAL NET ASSETS — 100.00%		$	173,713,077

At June 29, 2012, the Portfolio held the following outstanding futures contracts:

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

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

Maxim Series Fund, Inc. (the Fund) is a Maryland corporation organized on December 7, 1981 and is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. The Fund presently consists of sixty-three portfolios. Interests in the Maxim S&P Midcap 400^® Index Portfolio (the Portfolio) are included herein and are represented by a separate class of beneficial interest of the Fund. The investment objective of the Portfolio is to seek investment results that track the total return of the common stocks that comprise the Standard & Poor’s MidCap 400^® Index. The Portfolio is diversified as defined in the 1940 Act. The Portfolio is available as an investment option for insurance company separate accounts for certain variable annuity contracts and variable life insurance policies, to individual retirement account custodians or trustees, to plan sponsors of qualified retirement plans, to college savings programs, and to asset allocation portfolios that are a series of the Fund.

The Portfolio offers two share classes, referred to as the Initial Class and Class L. This report includes information for the Initial Class; Class L has not yet been capitalized.

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

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

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

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

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

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

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

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

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

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

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

Level 3 – Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect the reporting entity’s own assumptions and would be based on the best information available under the circumstances. Broker quotes are analyzed through an internal review process, which includes a review of known market conditions and other relevant data.

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

Futures Contracts are reported at the security’s unrealized appreciation/(depreciation), which represents the change in the contract’s value from trade date.

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

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

Investing in stocks may involve larger price fluctuation and greater potential for loss than other types of investments. This may cause the securities held by the Portfolio to be subject to larger short-term declines in value.

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

Upon entering into a financial futures contract, the Portfolio is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount (initial margin deposit). Receipts or payments, known as variation margin, are made or received by the Portfolio each day, depending on the daily fluctuations in the fair value of the underlying security. When the Portfolio enters into a closing transaction, it will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contract at the time it was opened or purchased and its value at the time it was closed.

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

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

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

Security transactions are accounted for on the date the security is purchased or sold (trade date). Realized gains and losses from investments sold are determined on a specific lot selection.

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

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

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

The Portfolio files U.S. Federal and State tax returns. The statute of limitations on the Portfolio’s U.S. Federal and State tax returns remain open for the fiscal year ended 2011.

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

In May 2011, the Financial Accounting Standards Board issued ASU No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU No. 2011-04). ASU No. 2011-04 does not extend the use of the existing concept or guidance regarding fair value. It results in common fair value measurements and disclosures between accounting principles generally accepted in the United States and those of International Financial Reporting Standards. ASU No. 2011-04 expands disclosure requirements for Level 3 inputs to include a quantitative description of the unobservable inputs used, a description of the valuation process used and a qualitative description about the sensitivity of the fair value measurements. ASU No. 2011-04 is effective for interim or annual periods beginning on or after December 15, 2011. The Portfolio adopted ASU No. 2011-04 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-04 did not have an impact on the Portfolio’s financial position or the results of its operations.

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

The Fund has entered into an investment advisory agreement with GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (the Adviser), a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company (GWL&A). As compensation for its services to the Fund, the Adviser receives monthly compensation at the annual rate of 0.60% of the average daily net assets of the Portfolio. The management fee encompasses fund operation expenses. The Adviser and the Fund have entered into a sub-advisory agreement with Mellon Capital Management Corporation. The Portfolio is not responsible for payment of the sub-advisory fees.

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

The total compensation paid to the independent directors with respect to all sixty-three portfolios for which they serve as Directors was $130,500 for the period ended June 29, 2012. Certain officers of the Fund are also directors and/or officers of GWL&A or its subsidiaries. No officer or interested director of the Fund receives any compensation directly from the Fund.

For the period ended June 29, 2012, the aggregate cost of purchases and proceeds from sales of investment securities (excluding all U.S. Government securities and short-term securities) were $60,758,753 and $8,599,595, respectively. For the same period, there were no purchases or sales of long-term U.S. Government securities.

At June 29, 2012, the U.S. Federal income tax cost basis was $172,124,380. The Portfolio had gross appreciation of securities in which there was an excess of value over tax cost of $15,232,866 and gross depreciation of securities in which there was an excess of tax cost over value of $14,694,709 resulting in net appreciation of $538,157.

The Portfolio uses futures contracts in order for the Portfolio to hold cash but maintain index returns with the objective of minimizing tracking error versus the benchmark index. Index futures contracts which are most correlated to the benchmark index and exhibit sufficient liquidity are utilized. The use of futures contracts may involve risks such as the possibility of illiquid markets or imperfect correlation between the value of the contracts and the underlying securities, or that the clearinghouse will fail to perform its obligations.

Valuation of derivative instruments for the period ended June 29, 2012 is as follows:

The number of futures contracts held at June 29, 2012 is higher than the average outstanding during the period. As of June 29, 2012, the Portfolio held 62 futures contracts. The average number of futures contracts outstanding during the period was 35.

The Portfolio has entered into a securities lending agreement with its custodian. Under the terms of the agreement the Portfolio receives income, recorded monthly, after deductions of other amounts payable to the custodian or to the borrower from lending transactions. In exchange for such fees, the custodian is authorized to loan securities on behalf of the Portfolio against receipt of cash collateral at least equal in value at all times to the value of the securities loaned plus accrued interest. The Portfolio also continues to receive interest or dividends on the securities loaned. Cash collateral is invested in securities approved by the Board of Directors. The Portfolio bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment. As of June 29, 2012 the Portfolio had securities on loan valued at $3,394,590 and received collateral of $3,496,762 for such loan which was invested in repurchase agreements collateralized by U.S. Government or U.S. Government Agency securities. The repurchase agreements were jointly purchased with other Portfolios and in the event of a default by the counterparty, all Portfolios would share ratably in the collateral.

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

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

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-866-831-7129, and on the Securities and Exchange Commission’s website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-866-831-7129, and on the Securities and Exchange Commission’s website at http://www.sec.gov.

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

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

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

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

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

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

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

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

The Board considered the investment performance of the Portfolio. The Board reviewed performance information for the Portfolio as compared against the index the Portfolio is designed to track. Due to the Portfolio’s recent inception in January 2011, this information only included a performance comparison for the fourth quarter ended December 31, 2011. The Board noted that the Portfolio trailed the index for this period. The Board determined that underperformance was a result of the Portfolio’s expenses

and, therefore concluded it was satisfied with the investment performance of the Portfolio.

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

Based on the information provided, the Board noted that the Portfolio’s management fees were at the higher end of the range of management fees paid by similar funds. The Board also noted that the total annual operating expense ratio of the Portfolio was at the higher end in comparison to the similar funds. The Board further noted that the Portfolio’s expense ratio was higher than the median expense ratio for the applicable Morningstar fund category. However, the Board took into account the small size of the Portfolio as compared to its peers and also considered that the Portfolio’s total expense ratio was within the range of those of similar funds, even though the Portfolio had an expense ratio that was at the higher end of the range. With regard to the sub-advisory fees, it was noted that those fees are paid by MCM out of its management fees, and that the rates payable by MCM to the Sub-Adviser was generally the result of arms-length negotiations given that the Sub-Adviser is not an affiliate of MCM.

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

The Board considered the extent to which economies of scale may be realized as the Portfolio grows and whether current fee levels reflect these economies of scale for the benefit of investors. In evaluating economies of scale, the Board considered, among other things, the current level of management and sub-advisory fees payable by the

Portfolio and MCM, respectively, comparative fee information, the profitability and financial condition of MCM, and the current level of Portfolio assets. Based on the information provided, the Board concluded that the Portfolio was not of sufficient size to identify economies of scale.

The Board considered ancillary benefits derived or to be derived by MCM or the Sub-Adviser from their relationships with the Portfolio as part of the total mix of information evaluated by the Board. The Board noted where services were provided to the Portfolio by an affiliate of MCM or the Sub-Adviser. The Board took into account the fact that the Portfolio is used as a funding vehicle under variable life and annuity contracts offered by insurance companies affiliated with MCM and as a funding vehicle under retirement plans for which affiliates of MCM may provide various retirement plan services. Additionally, the Board considered the extent to which MCM’s parent company, Great-West Life and Annuity Insurance Company, and its affiliated insurance companies may receive benefits under the federal income tax laws with respect to tax deductions and credits. The Board concluded that the Portfolio’s management and sub-advisory fees were reasonable, taking into account any ancillary benefits derived by MCM or the Sub-Adviser.

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

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

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

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors as described in general instructions on Form N-CSR, Item 10.

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Sector		% of Portfolio Investments
Basic Materials		4.74%
Communications		4.66%
Consumer, Cyclical		12.90%
Consumer, Non-cyclical		18.44%
Energy		4.76%
Financial		21.30%
Industrial		17.42%
Repurchase Agreements		0.43%
Short Term Investments		2.36%
Technology		7.94%
Utilities		5.05%
Total		100.00%


	Beginning Account Value	Ending Account Value	Expenses Paid During Period*

	(1/01/2012)	(6/29/2012)	(1/01/2012 – 6/29/2012)

Actual	$1,000.00	$1,075.30	$3.11

Hypothetical (5% return before expenses)	$1,000.00	$1,021.73	$3.03


	Maxim S&P Midcap 400^® Index Portfolio

ASSETS:
Investments in securities, market value (including $3,394,590 of securities on loan)(a)		$172,662,537
Cash		3,118,657
Dividends receivable		162,057
Subscriptions receivable		202,786
Receivable for investments sold		1,614,513
Variation margin on futures contracts		164,206

Total Assets		177,924,756


LIABILITIES:
Payable to investment adviser		78,247
Payable upon return of securities loaned		3,496,762
Redemptions payable		86,973
Payable for investments purchased		549,697

Total Liabilities		4,211,679


NET ASSETS		$173,713,077


NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value		$1,689,638
Paid-in capital in excess of par		169,490,216
Net unrealized appreciation on investments and futures contracts		945,279
Undistributed net investment income		163,285
Accumulated net realized gain on investments and futures contracts		1,424,659


TOTAL NET ASSETS		$173,713,077


CAPITAL STOCK:
Authorized		52,500,000
Issued and Outstanding		16,896,376

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:		$10.28


	Maxim S&P Midcap 400^® Index Portfolio

INVESTMENT INCOME:
Interest		$571
Income from securities lending		29,742
Dividends		1,098,791

Total Income		1,129,104


EXPENSES:
Management fees		449,345

Total Expenses		449,345


NET INVESTMENT INCOME		679,759


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		981,729
Net realized gain on futures contracts		149,223
Change in net unrealized appreciation on investments		6,429,605
Change in net unrealized appreciation on futures contracts		102,832

Net Realized and Unrealized Gain on Investments and Futures Contracts		7,663,389


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$8,343,148


Maxim S&P Midcap 400^® Index Portfolio	2012 (Unaudited)		2011 ^(a)

OPERATIONS:
Net investment income		$679,759		$731,288
Net realized gain on investments		981,729		570,251
Net realized gain (loss) on futures contracts		149,223		(212,688)
Change in net unrealized appreciation (depreciation) on investments		6,429,605		(5,685,083)
Change in net unrealized appreciation on futures contracts		102,832		97,926

Net Increase (Decrease) in Net Assets Resulting from Operations		8,343,148		(4,498,306)


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(516,474)		(795,143)


Total Distributions		(516,474)		(795,143)


CAPITAL SHARE TRANSACTIONS:
Shares sold		62,758,576		132,201,082
Shares issued in reinvestment of distributions		516,474		795,143
Shares redeemed		(10,104,135)		(14,987,288)

Net Increase in Net Assets Resulting from Capital Share Transactions		53,170,915		118,008,937


Total Increase in Net Assets		60,997,589		112,715,488


NET ASSETS:
Beginning of period		112,715,488		—

End of period ^(b)		$173,713,077		$112,715,488


CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold		6,054,543		13,200,247
Shares issued in reinvestment of distributions		51,442		82,260
Shares redeemed		(968,994)		(1,523,122)

Net Increase		5,136,991		11,759,385


^(a) The Portfolio’s inception date was January 20, 2011.
^(b) Including undistributed net investment income:		$163,285		$0


Maxim S&P Midcap 400^® Index Portfolio - Initial Class	Period Ended June 29, 2012 (Unaudited)			Year Ended December 31, 2011 ^(a)

NET ASSET VALUE, BEGINNING OF PERIOD		$9.59			$10.00

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.04			0.07
Net realized and unrealized gain (loss)		0.68			(0.41)

Total Income (Loss) From Investment Operations		0.72			(0.34)


LESS DISTRIBUTIONS:
From net investment income		(0.03)			(0.07)

Total Distributions		(0.03)			(0.07)


NET ASSET VALUE, END OF PERIOD		$10.28			$9.59


TOTAL RETURN^(b)		7.53%	^(c)		(3.36%	)^(c)

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$173,713			$112,715
Ratio of expenses to average net assets		0.60%	^(d)		0.60%	^(d)
Ratio of net investment income to average net assets		0.91%	^(d)		0.86%	^(d)
Portfolio turnover rate		6%	^(c)		16%	^(c)


Class		Inputs

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

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

Short Term Investments		Amortized cost.

Derivative Investments:
Futures Contracts		Exchange traded close price.


	Level 1		Level 2		Level 3		Total
Assets
Equity Investments:
Domestic Common Stock	$	164,585,027	$	—	$	—	$	164,585,027
Foreign Common Stock		3,255,810		—		—		3,255,810
Securities Lending Collateral		—		3,496,762		—		3,496,762
Short Term Investments		—		1,324,938		—		1,324,938
Derivative Investments:
Futures Contracts		200,758		—		—		200,758

Total Investments(a)	$	168,041,595	$	4,821,700	$	0	$	172,863,295


MAXIM SERIES FUND, INC.

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, Treasurer and Investment Operations Compliance Officer

Date:		August 28, 2012


^(a) Cost of investments			$171,918,016