<![CDATA[Maxim S&P 500 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.

**Expenses are equal to the Portfolio’s annualized expense ratio of 0.85% 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.

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 — 3.14%
	18,992	Air Products & Chemicals Inc	$		1,533,224
	6,325	Airgas Inc			531,363
	94,905	Alcoa Inc			830,419
	9,577	Allegheny Technologies Inc			305,411
	5,854	CF Industries Holdings Inc			1,134,154
	12,756	Cliffs Natural Resources Inc			628,743
	108,538	Dow Chemical Co			3,418,947
	12,458	Eastman Chemical Co			627,510
	26,635	Ecolab Inc			1,825,297
	84,852	EI du Pont de Nemours & Co			4,290,966
	12,228	FMC Corp			653,953
	85,253	Freeport-McMoRan Copper & Gold Inc			2,904,570
	7,810	International Flavors & Fragrances Inc			427,988
	39,478	International Paper Co			1,141,309
	14,819	MeadWestvaco Corp			426,046
	48,137	Monsanto Co			3,984,781
	26,462	Mosaic Co			1,449,059
	44,587	Newmont Mining Corp			2,162,915
	28,184	Nucor Corp			1,068,174
	13,937	PPG Industries Inc			1,478,994
	26,840	Praxair Inc			2,918,313
	7,680	Sherwin-Williams Co			1,016,448
	11,108	Sigma-Aldrich Corp			821,214
	7,801	Titanium Metals Corp			88,229
	12,606	United States Steel Corp ^(a)			259,684
	11,640	Vulcan Materials Co			462,224

					36,389,935


Communications — 10.39%
	32,744	Amazon.com Inc ^(b)			7,477,093
	532,652	AT&T Inc ^(c)			18,994,370
	19,642	Cablevision Systems Corp Class A			261,042
	58,092	CBS Corp Class B			1,904,256
	55,788	CenturyLink Inc			2,203,068
	489,284	Cisco Systems Inc			8,401,006
	245,028	Comcast Corp Class A			7,833,545
	137,960	Corning Inc			1,783,823
	23,394	Crown Castle International Corp ^(b)			1,372,292
	59,521	DIRECTV Class A ^(b)			2,905,815
	23,972	Discovery Communications Inc Class A ^(b)			1,294,488
	104,234	eBay Inc ^(b)			4,378,870
	8,309	Expedia Inc			399,414
	7,262	F5 Networks Inc ^(b)			723,005
	86,802	Frontier Communications Corp ^(a)			332,452
	20,838	Gannett Co Inc			306,944
	23,096	Google Inc Class A ^(b)(c)			13,397,297
	10,095	Harris Corp			422,476
	42,126	Interpublic Group of Cos Inc			457,067
	19,876	JDS Uniphase Corp ^(b)			218,636
	49,290	Juniper Networks Inc ^(b)			803,920
	25,456	McGraw-Hill Cos Inc			1,145,520
	26,987	MetroPCS Communications Inc ^(b)			163,271
	26,038	Motorola Solutions Inc			1,252,688
	4,941	Netflix Inc ^(b)			338,310


Shares				Value


Communications — (continued)
	191,413	News Corp Class A	$		4,266,596
	24,585	Omnicom Group Inc			1,194,831
	4,479	priceline.com Inc ^(b)			2,976,385
	8,714	Scripps Networks Interactive Inc Class A			495,478
	276,886	Sprint Nextel Corp ^(b)			902,649
	67,933	Symantec Corp ^(b)			992,501
	28,689	Time Warner Cable Inc			2,355,367
	87,201	Time Warner Inc			3,357,239
	8,309	TripAdvisor Inc ^(b)			371,329
	15,146	VeriSign Inc ^(b)			659,911
	257,464	Verizon Communications Inc ^(c)			11,441,700
	48,917	Viacom Inc Class B			2,300,077
	162,858	Walt Disney Co			7,898,613
	463	Washington Post Co Class B ^(a)			173,079
	54,558	Windstream Corp ^(a)			527,030
	108,742	Yahoo! Inc ^(b)			1,721,386

					120,404,839


Consumer, Cyclical — 8.50%
	7,685	Abercrombie & Fitch Co Class A			262,366
	4,312	AutoNation Inc ^(a)(b)			152,127
	2,484	AutoZone Inc ^(b)			912,050
	21,099	Bed Bath & Beyond Inc ^(b)			1,303,918
	26,114	Best Buy Co Inc			547,349
	6,338	Big Lots Inc ^(b)			258,527
	10,534	BorgWarner Inc ^(b)			690,925
	20,090	CarMax Inc ^(b)			521,135
	41,571	Carnival Corp			1,424,638
	2,878	Chipotle Mexican Grill Inc ^(b)			1,093,496
	9,674	Cintas Corp			373,513
	25,657	Coach Inc			1,500,421
	39,108	Costco Wholesale Corp			3,715,260
	116,441	CVS Caremark Corp			5,441,288
	11,729	Darden Restaurants Inc			593,839
	21,240	Dollar Tree Inc ^(b)			1,142,712
	24,955	DR Horton Inc			458,673
	10,850	Family Dollar Stores Inc			721,308
	26,012	Fastenal Co			1,048,544
	346,545	Ford Motor Co			3,323,367
	4,595	Fossil Inc ^(b)			351,701
	11,570	GameStop Corp Class A ^(a)			212,425
	30,079	Gap Inc			822,961
	13,811	Genuine Parts Co			832,113
	20,940	Goodyear Tire & Rubber Co ^(b)			247,301
	21,284	Harley-Davidson Inc			973,317
	5,923	Harman International Industries Inc			234,551
	10,473	Hasbro Inc			354,721
	139,053	Home Depot Inc			7,368,418
	25,765	International Game Technology			405,799
	12,600	JC Penney Co Inc ^(a)			293,706
	61,325	Johnson Controls Inc			1,699,316
	21,815	Kohl’s Corp			992,364
	14,627	Lennar Corp Class A ^(a)			452,121
	107,007	Lowe’s Cos Inc			3,043,279
	22,239	Ltd Brands Inc			945,825
	36,965	Macy’s Inc			1,269,748
	24,634	Marriott International Inc Class A			965,653


Shares				Value


Consumer, Cyclical — (continued)
	31,601	Mattel Inc	$		1,025,136
	92,524	McDonald’s Corp			8,191,150
	27,582	Newell Rubbermaid Inc			500,338
	33,433	NIKE Inc Class B			2,934,749
	14,198	Nordstrom Inc			705,499
	11,824	O’Reilly Automotive Inc ^(b)			990,497
	32,381	PACCAR Inc			1,269,011
	28,394	PulteGroup Inc ^(b)			303,816
	5,759	Ralph Lauren Corp			806,606
	20,989	Ross Stores Inc			1,311,183
	3,762	Sears Holdings Corp ^(a)(b)			224,591
	73,127	Southwest Airlines Co			674,231
	63,076	Staples Inc			823,142
	68,872	Starbucks Corp			3,672,255
	18,278	Starwood Hotels & Resorts Worldwide Inc			969,465
	60,386	Target Corp			3,513,861
	11,258	Tiffany & Co			596,111
	67,853	TJX Cos Inc			2,912,929
	9,701	Urban Outfitters Inc ^(b)			267,651
	7,898	VF Corp			1,053,988
	156,776	Wal-Mart Stores Inc ^(c)			10,930,423
	78,754	Walgreen Co			2,329,543
	7,194	Whirlpool Corp			439,985
	5,514	WW Grainger Inc			1,054,497
	13,303	Wyndham Worldwide Corp			701,600
	7,461	Wynn Resorts Ltd			773,855
	41,412	Yum! Brands Inc			2,667,761

					98,594,648


Consumer, Non-cyclical — 21.23%
	142,816	Abbott Laboratories			9,207,348
	32,082	Aetna Inc			1,243,819
	17,432	Alexion Pharmaceuticals Inc ^(b)			1,730,998
	27,782	Allergan Inc			2,571,780
	185,973	Altria Group Inc			6,425,367
	23,168	AmerisourceBergen Corp			911,661
	70,667	Amgen Inc			5,161,518
	10,116	Apollo Group Inc Class A ^(b)			366,098
	59,597	Archer-Daniels-Midland Co			1,759,303
	44,159	Automatic Data Processing Inc			2,457,448
	8,896	Avery Dennison Corp			243,217
	39,596	Avon Products Inc			641,851
	50,033	Baxter International Inc			2,659,254
	14,666	Beam Inc			916,478
	18,743	Becton Dickinson & Co			1,401,039
	21,517	Biogen Idec Inc ^(b)			3,106,624
	128,724	Boston Scientific Corp ^(b)			729,865
	153,537	Bristol-Myers Squibb Co			5,519,655
	9,182	Brown-Forman Corp Class B			889,277
	16,235	Campbell Soup Co			541,924
	30,727	Cardinal Health Inc			1,290,534
	20,922	CareFusion Corp ^(b)			537,277
	39,997	Celgene Corp ^(b)			2,566,208
	26,173	Cigna Corp			1,151,612
	11,701	Clorox Co			847,854
	205,402	Coca-Cola Co ^(c)			16,060,382
	27,102	Coca-Cola Enterprises Inc			759,940
	43,644	Colgate-Palmolive Co			4,543,340


Shares				Value


Consumer, Non-cyclical — (continued)
	38,486	ConAgra Foods Inc	$		997,942
	15,448	Constellation Brands Inc Class A ^(b)			418,023
	12,749	Coventry Health Care Inc			405,291
	44,129	Covidien PLC			2,360,902
	7,396	CR Bard Inc			794,626
	8,638	DaVita Inc ^(b)			848,338
	17,876	Dean Foods Co ^(b)			304,428
	13,242	DENTSPLY International Inc			500,680
	5,269	DeVry Inc			163,181
	18,814	Dr Pepper Snapple Group Inc			823,113
	10,547	Edwards Lifesciences Corp ^(b)			1,089,505
	92,735	Eli Lilly & Co			3,979,259
	10,934	Equifax Inc			509,524
	20,467	Estee Lauder Cos Inc Class A			1,107,674
	73,136	Express Scripts Holding Co ^(b)			4,083,183
	24,232	Forest Laboratories Inc ^(b)			847,878
	58,035	General Mills Inc			2,236,669
	68,774	Gilead Sciences Inc ^(b)			3,526,731
	26,802	H&R Block Inc			428,296
	13,671	Hershey Co			984,722
	28,449	HJ Heinz Co			1,547,057
	12,502	Hormel Foods Corp			380,311
	14,536	Hospira Inc ^(b)			508,469
	15,225	Humana Inc			1,179,024
	3,605	Intuitive Surgical Inc ^(b)			1,996,413
	16,847	Iron Mountain Inc			555,277
	10,123	JM Smucker Co			764,489
	249,134	Johnson & Johnson ^(c)			16,831,493
	21,910	Kellogg Co			1,080,820
	35,415	Kimberly-Clark Corp			2,966,715
	160,734	Kraft Foods Inc Class A			6,207,547
	52,773	Kroger Co			1,223,806
	8,853	Laboratory Corp of America Holdings ^(b)			819,876
	15,926	Life Technologies Corp ^(b)			716,511
	11,725	Lorillard Inc			1,547,114
	9,673	Mastercard Inc Class A			4,160,454
	11,898	McCormick & Co Inc			721,614
	21,397	McKesson Corp			2,005,969
	18,370	Mead Johnson Nutrition Co Class A			1,478,969
	94,781	Medtronic Inc			3,670,868
	276,410	Merck & Co Inc ^(c)			11,540,118
	14,566	Molson Coors Brewing Co Class B			606,091
	13,924	Monster Beverage Corp ^(b)			991,389
	18,508	Moody’s Corp			676,467
	39,954	Mylan Inc ^(b)			853,817
	8,602	Patterson Cos Inc			296,511
	28,502	Paychex Inc			895,248
	142,632	PepsiCo Inc			10,078,377
	8,323	Perrigo Co			981,531
	680,237	Pfizer Inc ^(c)			15,645,451
	154,946	Philip Morris International Inc ^(c)			13,520,588
	248,909	Procter & Gamble Co ^(c)			15,245,676
	19,812	Quanta Services Inc ^(b)			476,875
	14,096	Quest Diagnostics Inc			844,350
	29,777	Reynolds American Inc			1,336,094
	13,433	Robert Half International Inc			383,781


Shares				Value


Consumer, Non-cyclical — (continued)
	18,194	RR Donnelley & Sons Co ^(a)	$		214,143
	23,652	Safeway Inc ^(a)			429,284
	24,474	SAIC Inc			296,625
	29,743	St Jude Medical Inc			1,187,043
	29,674	Stryker Corp			1,635,037
	52,384	Sysco Corp			1,561,567
	40,479	Tenet Healthcare Corp ^(b)			212,110
	14,769	Total System Services Inc			353,422
	25,539	Tyson Foods Inc Class A			480,899
	95,030	UnitedHealth Group Inc			5,559,255
	10,441	Varian Medical Systems Inc ^(b)			634,500
	11,385	Watson Pharmaceuticals Inc ^(b)			842,376
	30,065	WellPoint Inc			1,917,846
	55,690	Western Union Co			937,820
	14,655	Whole Foods Market Inc			1,396,915
	16,175	Zimmer Holdings Inc			1,041,023

					246,086,661


Diversified — 0.03%
	17,369	Leucadia National Corp			369,439


Energy — 10.47%
	18,585	Alpha Natural Resources Inc ^(b)			161,875
	45,365	Anadarko Petroleum Corp			3,003,163
	35,481	Apache Corp			3,118,425
	39,451	Baker Hughes Inc			1,621,436
	19,365	Cabot Oil & Gas Corp			762,981
	22,881	Cameron International Corp ^(b)			977,247
	58,671	Chesapeake Energy Corp ^(a)			1,091,281
	179,397	Chevron Corp ^(c)			18,926,383
	114,890	ConocoPhillips			6,420,053
	21,494	CONSOL Energy Inc			649,979
	34,038	Denbury Resources Inc ^(b)			514,314
	36,904	Devon Energy Corp			2,140,063
	5,944	Diamond Offshore Drilling Inc ^(a)			351,469
	24,214	EOG Resources Inc			2,181,924
	13,260	EQT Corp			711,134
	424,796	Exxon Mobil Corp ^(c)			36,349,794
	21,637	FMC Technologies Inc ^(b)			848,819
	83,044	Halliburton Co			2,357,619
	10,057	Helmerich & Payne Inc			437,278
	27,778	Hess Corp			1,206,954
	45,780	Kinder Morgan Inc			1,475,032
	63,452	Marathon Oil Corp			1,622,468
	31,432	Marathon Petroleum Corp			1,411,925
	17,244	Murphy Oil Corp			867,201
	26,001	Nabors Industries Ltd ^(b)			374,414
	38,702	National Oilwell Varco Inc			2,493,957
	11,534	Newfield Exploration Co ^(b)			338,062
	23,662	Noble Corp			769,725
	16,232	Noble Energy Inc			1,376,798
	73,729	Occidental Petroleum Corp			6,323,736
	18,332	ONEOK Inc			775,627
	25,100	Peabody Energy Corp			615,452
	56,829	Phillips 66 ^(b)			1,888,996
	11,441	Pioneer Natural Resources Co			1,009,211
	16,588	QEP Resources Inc			497,142
	14,286	Range Resources Corp			883,875


Shares				Value


Energy — (continued)
	10,787	Rowan Cos PLC Class A ^(b)	$		348,744
	121,166	Schlumberger Ltd			7,864,885
	31,588	Southwestern Energy Co ^(b)			1,008,605
	59,595	Spectra Energy Corp			1,731,831
	9,940	Sunoco Inc			472,150
	12,687	Tesoro Corp ^(b)			316,667
	51,544	Valero Energy Corp			1,244,788
	56,378	Williams Cos Inc			1,624,814
	16,941	WPX Energy Inc ^(b)			274,105

					121,442,401


Financial — 14.28%
	30,400	Ace Ltd			2,253,552
	42,755	Aflac Inc			1,820,935
	44,800	Allstate Corp			1,572,032
	90,976	American Express Co			5,295,713
	58,510	American International Group Inc ^(b)			1,877,586
	35,942	American Tower Corp REIT			2,512,705
	19,659	Ameriprise Financial Inc			1,027,379
	29,344	Aon PLC			1,372,712
	12,564	Apartment Investment & Management Co REIT Class A			339,605
	8,936	Assurant Inc			311,330
	8,747	AvalonBay Communities Inc REIT			1,237,526
	975,214	Bank of America Corp			7,977,251
	110,003	Bank of New York Mellon Corp			2,414,566
	63,746	BB&T Corp			1,966,564
	159,606	Berkshire Hathaway Inc Class B ^(b)(c)			13,299,968
	11,456	BlackRock Inc Class A			1,945,458
	13,599	Boston Properties Inc REIT			1,473,724
	52,655	Capital One Financial Corp			2,878,122
	30,559	CBRE Group Inc Class A ^(b)			499,945
	96,072	Charles Schwab Corp			1,242,211
	24,606	Chubb Corp			1,791,809
	15,101	Cincinnati Financial Corp			574,895
	266,122	Citigroup Inc			7,294,404
	5,992	CME Group Inc			1,606,515
	17,176	Comerica Inc			527,475
	48,831	Discover Financial Services			1,688,576
	23,223	E*TRADE Financial Corp ^(b)			186,713
	27,065	Equity Residential REIT			1,687,773
	8,299	Federated Investors Inc Class B ^(a)			181,333
	81,907	Fifth Third Bancorp			1,097,554
	22,325	First Horizon National Corp			193,111
	12,936	Franklin Resources Inc			1,435,767
	43,000	Genworth Financial Inc Class A ^(b)			243,380
	45,036	Goldman Sachs Group Inc			4,317,151
	38,613	Hartford Financial Services Group Inc			680,747
	37,523	HCP Inc REIT			1,656,640
	19,553	Health Care REIT Inc			1,139,940
	64,000	Host Hotels & Resorts Inc REIT			1,012,480
	44,398	Hudson City Bancorp Inc			282,815
	80,564	Huntington Bancshares Inc			515,610
	6,469	IntercontinentalExchange Inc ^(b)			879,655
	41,693	Invesco Ltd			942,262
	346,574	JPMorgan Chase & Co ^(c)			12,383,089


Shares				Value


	Financial — (continued)
	84,466	KeyCorp	$		653,767
	36,124	Kimco Realty Corp REIT			687,440
	11,363	Legg Mason Inc			299,642
	27,595	Lincoln National Corp			603,503
	26,978	Loews Corp			1,103,670
	11,439	M&T Bank Corp			944,518
	49,772	Marsh & McLennan Cos Inc			1,604,152
	95,342	MetLife Inc			2,941,301
	139,328	Morgan Stanley			2,032,795
	12,574	NASDAQ OMX Group Inc			285,053
	21,504	Northern Trust Corp			989,614
	23,476	NYSE Euronext			600,516
	31,283	People’s United Financial Inc			363,196
	14,178	Plum Creek Timber Co Inc REIT			562,867
	48,018	PNC Financial Services Group Inc			2,934,380
	27,132	Principal Financial Group Inc			711,672
	56,192	Progressive Corp			1,170,479
	41,797	Prologis Inc REIT			1,388,914
	42,953	Prudential Financial Inc			2,080,214
	12,812	Public Storage REIT			1,850,181
	129,685	Regions Financial Corp			875,374
	27,538	Simon Property Group Inc REIT			4,286,565
	45,105	SLM Corp			708,600
	44,614	State Street Corp			1,991,569
	47,399	SunTrust Banks Inc			1,148,478
	23,262	T Rowe Price Group Inc			1,464,576
	9,635	Torchmark Corp			487,049
	35,897	Travelers Cos Inc			2,291,664
	25,916	Unum Group			495,773
	172,085	US Bancorp			5,534,254
	26,058	Ventas Inc REIT			1,644,781
	45,235	Visa Inc Class A			5,592,403
	16,975	Vornado Realty Trust REIT			1,425,560
	482,587	Wells Fargo & Co ^(c)			16,137,709
	49,985	Weyerhaeuser Co REIT			1,117,665
	28,112	XL Group PLC			591,476
	17,510	Zions Bancorporation			340,044

					165,579,992


	Industrial — 10.18%
	63,159	3M Co			5,659,046
	30,882	Agilent Technologies Inc			1,211,810
	15,054	Amphenol Corp Class A			826,766
	14,114	Ball Corp			579,380
	9,210	Bemis Co Inc			288,641
	67,841	Boeing Co			5,040,586
	58,883	Caterpillar Inc			4,999,756
	14,631	CH Robinson Worldwide Inc			856,352
	14,167	Cooper Industries PLC Class A			965,906
	96,166	CSX Corp			2,150,272
	17,562	Cummins Inc			1,701,933
	52,212	Danaher Corp			2,719,201
	36,274	Deere & Co			2,933,478
	16,519	Dover Corp			885,584
	30,211	Eaton Corp			1,197,262
	66,044	Emerson Electric Co			3,076,330
	18,936	Expeditors International of Washington Inc			733,770
	28,691	FedEx Corp			2,628,382


Shares				Value


	Industrial — (continued)
	13,337	FLIR Systems Inc	$		260,071
	4,825	Flowserve Corp			553,669
	15,148	Fluor Corp			747,402
	32,605	General Dynamics Corp			2,150,626
	962,339	General Electric Co ^(c)			20,055,145
	11,351	Goodrich Corp			1,440,442
	70,581	Honeywell International Inc			3,941,243
	43,540	Illinois Tool Works Inc			2,302,831
	28,300	Ingersoll-Rand PLC Class A			1,193,694
	17,503	Jabil Circuit Inc			355,836
	12,031	Jacobs Engineering Group Inc ^(b)			455,494
	9,392	Joy Global Inc			532,808
	8,888	L-3 Communications Holdings Inc			657,801
	12,903	Leggett & Platt Inc			272,640
	24,365	Lockheed Martin Corp			2,121,704
	31,703	Masco Corp			439,721
	12,314	Molex Inc ^(a)			294,797
	29,780	Norfolk Southern Corp			2,137,311
	22,724	Northrop Grumman Corp			1,449,564
	14,912	Owens-Illinois Inc ^(b)			285,863
	10,110	Pall Corp			554,129
	13,635	Parker Hannifin Corp			1,048,259
	10,335	PerkinElmer Inc			266,643
	13,259	Precision Castparts Corp			2,180,973
	30,731	Raytheon Co			1,739,067
	28,135	Republic Services Inc			744,452
	12,647	Rockwell Automation Inc			835,461
	13,337	Rockwell Collins Inc			658,181
	8,620	Roper Industries Inc			849,760
	4,684	Ryder System Inc			168,671
	17,291	Sealed Air Corp			266,973
	5,101	Snap-on Inc			317,537
	15,768	Stanley Black & Decker Inc			1,014,828
	7,553	Stericycle Inc ^(b)			692,383
	39,100	TE Connectivity Ltd			1,247,681
	24,759	Textron Inc			615,756
	33,155	Thermo Fisher Scientific Inc			1,721,076
	42,100	Tyco International Ltd			2,224,985
	43,670	Union Pacific Corp			5,210,268
	87,136	United Parcel Service Inc Class B			6,862,831
	82,734	United Technologies Corp			6,248,899
	42,003	Waste Management Inc			1,402,900
	8,031	Waters Corp ^(b)			638,224
	15,953	Xylem Inc			401,537

					118,014,591


	Technology — 14.72%
	58,190	Accenture PLC Class A			3,496,637
	45,039	Adobe Systems Inc ^(b)			1,457,912
	53,235	Advanced Micro Devices Inc ^(b)			305,037
	15,436	Akamai Technologies Inc ^(b)			490,093
	28,564	Altera Corp			966,606
	27,742	Analog Devices Inc			1,045,041
	84,926	Apple Inc ^(b)(c)			49,596,784
	114,924	Applied Materials Inc			1,317,029
	20,806	Autodesk Inc ^(b)			728,002
	15,590	BMC Software Inc ^(b)			665,381
	44,251	Broadcom Corp Class A			1,495,684
	33,580	CA Inc			909,682


Shares				Value


	Technology — (continued)
	13,197	Cerner Corp ^(b)	$		1,090,864
	16,754	Citrix Systems Inc ^(b)			1,406,331
	27,773	Cognizant Technology Solutions Corp Class A ^(b)			1,666,380
	15,059	Computer Sciences Corp			373,764
	137,506	Dell Inc ^(b)			1,721,575
	4,101	Dun & Bradstreet Corp			291,868
	31,943	Electronic Arts Inc ^(b)			394,496
	190,641	EMC Corp ^(b)			4,886,129
	22,297	Fidelity National Information Services Inc			759,882
	5,032	First Solar Inc ^(a)(b)			75,782
	12,279	Fiserv Inc ^(b)			886,789
	179,895	Hewlett-Packard Co			3,617,688
	456,903	Intel Corp ^(c)			12,176,465
	104,779	International Business Machines Corp ^(c)			20,492,677
	27,026	Intuit Inc			1,603,993
	14,630	KLA-Tencor Corp			720,527
	18,068	Lam Research Corp ^(b)			681,886
	6,829	Lexmark International Inc Class A			181,515
	20,399	Linear Technology Corp			639,101
	55,181	LSI Corp ^(b)			351,503
	17,844	Microchip Technology Inc ^(a)			590,280
	85,856	Micron Technology Inc ^(b)			541,751
	679,093	Microsoft Corp ^(c)			20,773,455
	32,799	NetApp Inc ^(b)			1,043,664
	56,358	NVIDIA Corp ^(b)			778,868
	352,549	Oracle Corp			10,470,705
	17,916	Pitney Bowes Inc ^(a)			268,203
	155,668	QUALCOMM Inc ^(c)			8,667,594
	17,229	Red Hat Inc ^(b)			973,094
	12,442	Salesforce.com Inc ^(b)			1,720,231
	22,769	SanDisk Corp ^(b)			830,613
	34,348	Seagate Technology PLC			849,426
	15,558	Teradata Corp ^(b)			1,120,332
	15,739	Teradyne Inc ^(b)			221,290
	102,964	Texas Instruments Inc			2,954,037
	20,922	Western Digital Corp ^(b)			637,703
	123,423	Xerox Corp			971,339
	23,438	Xilinx Inc			786,814

					170,692,502


	Utilities — 3.51%
	56,756	AES Corp ^(b)			728,179
	10,052	AGL Resources Inc			389,515
	22,362	Ameren Corp			750,021
	43,582	American Electric Power Co Inc			1,738,922
	39,188	CenterPoint Energy Inc			810,016
	23,936	CMS Energy Corp			562,496
	26,826	Consolidated Edison Inc			1,668,309
	51,296	Dominion Resources Inc			2,769,984
	15,544	DTE Energy Co			922,226
	120,198	Duke Energy Corp			2,771,766
	29,901	Edison International			1,381,426
	15,685	Entergy Corp			1,064,855
	76,551	Exelon Corp			2,879,849
	38,266	FirstEnergy Corp			1,882,304
	7,387	Integrys Energy Group Inc			420,099


Shares				Value


	Utilities — (continued)
	37,450	NextEra Energy Inc	$		2,576,934
	24,984	NiSource Inc			618,354
	29,130	Northeast Utilities			1,130,535
	20,036	NRG Energy Inc ^(b)			347,825
	21,452	Pepco Holdings Inc			419,816
	38,336	PG&E Corp			1,735,471
	10,458	Pinnacle West Capital Corp			541,097
	52,658	PPL Corp			1,464,419
	27,064	Progress Energy Inc			1,628,441
	44,979	Public Service Enterprise Group Inc			1,461,818
	10,404	SCANA Corp			497,727
	22,065	Sempra Energy			1,519,837
	78,884	Southern Co			3,652,329
	18,251	TECO Energy Inc			329,613
	21,204	Wisconsin Energy Corp			839,042
	43,178	Xcel Energy Inc			1,226,687

					40,729,912


	TOTAL COMMON STOCK — 96.45% (Cost $958,693,045)		$		1,118,304,920


Principal Amount


SECURITIES LENDING COLLATERAL
$ 1,699,719	Undivided interest of 3.65% in a repurchase agreement (principal amount/value $46,513,820 with a maturity value of $46,514,556) with HSBC Securities (USA) Inc, 0.19%, dated 6/29/12, to be repurchased at $1,699,719 on 7/2/12, collateralized by Federal National Mortgage Association, 3.50% - 4.00%, 12/1/26 - 10/1/41, with a value of $47,444,399.	1,699,719

410,238	Undivided interest of 1.55% 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 $410,238 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.	410,238


Principal Amount			Value


Securities Lending Collateral — (continued)
$ 1,699,719	Undivided interest of 3.74% in a repurchase agreement (principal amount/value $45,400,000 with a maturity value of $45,400,795) with JP Morgan Securities, 0.21%, dated 6/29/12, to be repurchased at $1,699,719 on 7/2/12, collateralized by Federal National Mortgage Association, 1.33% - 6.14%, 12/12/12 - 2/1/48, with a value of $46,308,093.	$		1,699,719

1,699,719	Undivided interest of 3.61% in a repurchase agreement (principal amount/value $47,150,000 with a maturity value of $47,150,707) with Goldman Sachs & Co., 0.18%, dated 6/29/12, to be repurchased at $1,699,719 on 7/2/12, collateralized by various U.S. Government Agency Securities, 1.97% - 7.00%, 10/1/12 - 9/1/47, with a value of $48,093,000.			1,699,719

TOTAL SECURITIES LENDING COLLATERAL — 0.48% (Cost $5,509,395)		$		5,509,395


Principal Amount			Value


SHORT TERM INVESTMENTS
33,400,000	Federal Farm Credit Banks Funding Corp 0.01%, 07/02/2012	$		33,399,982
2,350,000	U.S. Treasury Bills 0.09%, 09/20/2012^(d)			2,349,529

TOTAL SHORT TERM INVESTMENTS — 3.08% (Cost $35,749,511)		$		35,749,511


TOTAL INVESTMENTS — 100.01% (Cost $999,951,951)		$		1,159,563,826

OTHER ASSETS & LIABILITIES, NET — (0.01)%		$		(128,980)

TOTAL NET ASSETS — 100.00%		$		1,159,434,846

At June 29, 2012, the Portfolio had 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 500® 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 500 Composite Stock Price 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 Initial Class and Class L shares. All shares of the Portfolio 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.

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. Treasury or Agency obligations.

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

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

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

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

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

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

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

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

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

The Fund has entered into an investment advisory agreement with GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (the Adviser), a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company (GWL&A). As compensation for its services to the Fund, the Adviser receives monthly compensation at the annual rate of 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 Portfolios. The Portfolio has 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 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 MCM in consideration for MCM providing initial capital to the Portfolio. 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.

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 $151,529,738 and $18,901,611, 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 $1,007,710,349. The Portfolio had gross appreciation of securities in which there was an excess of value over tax cost of $281,121,469 and gross depreciation of securities in which there was an excess of tax cost over value of $129,267,992 resulting in net appreciation of $151,853,477.

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.

The effect 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 635 futures contracts. The average number of futures contracts outstanding during the period was 451.

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 $5,160,655 and received collateral of $5,509,395 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’s Initial Class as compared against the index the Portfolio is designed to track for the one-, three-, and five- year periods ended December 31, 2011. The Board noted that the Portfolio’s Initial Class performance trailed its index for these periods. The Board determined that underperformance was a result of the Portfolio’s expenses and, therefore concluded that it was satisfied with the investment performance of the Portfolio.

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

Based on the information provided, the Board noted that the Portfolio’s Initial Class and Class L 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’s Initial Class was generally comparable to the annual expense ratios of similar funds and the total annual operating expense ratio of the Portfolio’s Class L was at the higher end of the range compared to similar funds. The Board further noted that the Portfolio’s expense ratios were higher than the median expense ratio for the applicable Morningstar fund category. However, the Board noted that the Portfolio’s Class L total expense ratio was within the range of those of similar funds, even though the Portfolio’s Class L 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.


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

Initial Class
Actual	$1,000.00	$1,092.30	$3.14*

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

Class L
Actual	$1,000.00	$1,091.40	$4.39**

Hypothetical (5% return before expenses)	$1,000.00	$1,020.53	$4.24**


Description	Number of Contracts	Currency	Notional Value	Expiration Date	Unrealized Appreciation

S&P 500® Emini Long Futures	635	USD	$ 43,065,700	September 2012	$ 1,970,500


	Maxim S&P 500® Index Portfolio


ASSETS:
Investments in securities, market value (including $5,160,655 of securities on loan)^(a)		$1,159,563,826
Cash		6,082,496
Dividends receivable		1,450,420
Subscriptions receivable		1,827,888
Receivable for investments sold		990,232
Variation margin on futures contracts		1,083,961

Total Assets		1,170,998,823


LIABILITIES:
Payable to investment adviser		532,772
Payable upon return of securities loaned		5,509,395
Redemptions payable		3,716,873
Payable for investments purchased		1,804,670
Payable for distribution fees		267

Total Liabilities		11,563,977


NET ASSETS		$1,159,434,846


NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value		$9,420,164
Paid-in capital in excess of par		990,795,689
Net unrealized appreciation on investments and futures contracts		161,582,375
Undistributed net investment income		1,335,938
Accumulated net realized loss on investments and futures contracts		(3,699,320)


TOTAL NET ASSETS
Initial Class		$1,157,849,536

Class L		$1,585,310


CAPITAL STOCK:
Authorized
Initial Class		100,000,000
Class L		35,000,000
Issued and Outstanding
Initial Class		94,047,829
Class L		153,807

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:
Initial Class		$12.31

Class L		$10.31


^(a) Cost of investments		$999,951,951


	Maxim S&P 500® Index Portfolio


INVESTMENT INCOME:
Interest		$2,170
Income from securities lending		46,494
Dividends		11,606,198
Foreign withholding tax		(906)

Total Income		11,653,956


EXPENSES:
Management fees		3,236,245
Distribution fees - Class L		1,243

Total Expenses		3,237,488


Less amount waived by distributor - Class L		16


Net Expenses		3,237,472


NET INVESTMENT INCOME		8,416,484


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		2,959,489
Net realized gain on futures contracts		1,274,736
Change in net unrealized appreciation on investments		74,662,030
Change in net unrealized appreciation on futures contracts		1,818,471


Net Realized and Unrealized Gain on Investments and Futures Contracts		80,714,726


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$89,131,210


	2012
	(Unaudited)		2011
Maxim S&P 500^® Index Portfolio

OPERATIONS:
Net investment income		$8,416,484		$13,911,231
Net realized gain on investments		2,959,489		1,030,154
Net realized gain on futures contracts		1,274,736		2,548,208
Change in net unrealized appreciation (depreciation) on investments		74,662,030		(3,927,600)
Change in unrealized appreciation (depreciation) on futures contracts		1,818,471		(546,175)

Net Increase in Net Assets Resulting from Operations		89,131,210		13,015,818


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Initial Class		(7,070,375)		(15,248,300)
Class L		(10,171)		(13,835)

From net investment income		(7,080,546)		(15,262,135)

From net realized gains
Initial Class		–		(4,280,512)
Class L		–		(1,895)

From net realized gains		0		(4,282,407)


Total Distributions		(7,080,546)		(19,544,542)


CAPITAL SHARE TRANSACTIONS:
Shares sold
Initial Class		311,212,586		469,057,392
Class L		1,485,540		1,070,725
Shares issued in reinvestment of distributions
Initial Class		7,070,375		19,528,812
Class L		10,171		15,730
Shares redeemed
Initial Class		(181,128,420)		(457,138,213)
Class L		(513,789)		(543,636)

Net Increase in Net Assets Resulting from Capital Share Transactions		138,136,463		31,990,810


Total Increase in Net Assets		220,187,127		25,462,086


NET ASSETS:
Beginning of period		939,247,719		913,785,633

End of period ^(a)		$1,159,434,846		$939,247,719


CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold
Initial Class		25,563,188		40,621,249
Class L		146,041		111,722
Shares issued in reinvestment of distributions
Initial Class		582,883		1,725,252
Class L		1,001		1,663
Shares redeemed
Initial Class		(14,846,737)		(39,688,545)
Class L		(49,964)		(56,656)

Net Increase		11,396,412		2,714,685


^(a) Including undistributed net investment income:		$1,335,938		$0


Sector		% of Portfolio Investments
Basic Materials		3.14%
Communications		10.39%
Consumer, Cyclical		8.50%
Consumer, Non-cyclical		21.22%
Diversified		0.03%
Energy		10.47%
Financial		14.28%
Industrial		10.18%
Short Term Investments		3.56%
Technology		14.72%
Utilities		3.51%
Total		100.00%


				Years Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011		2010		2009		2008		2007
Maxim S&P 500® Index Portfolio - Initial Class

NET ASSET VALUE, BEGINNING OF PERIOD		$11.34			$11.41		$10.13		$8.18		$13.57		$13.31

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.09			0.19		0.15		0.15		0.18		0.19
Net realized and unrealized gain (loss)		0.96			(0.02)		1.30		1.95		(5.19)		0.45

Total Income (Loss) From Investment Operations		1.05			0.17		1.45		2.10		(5.01)		0.64


LESS DISTRIBUTIONS:
From net investment income		(0.08)			(0.19)		(0.15)		(0.15)		(0.18)		(0.19)
From net realized gains		–			(0.05)		(0.02)		–		(0.20)		(0.19)

Total Distributions		(0.08)			(0.24)		(0.17)		(0.15)		(0.38)		(0.38)


NET ASSET VALUE, END OF PERIOD		$12.31			$11.34		$11.41		$10.13		$8.18		$13.57


TOTAL RETURN^(a)		9.23%	^(b)		1.50%		14.37%		25.86%		(37.50%)		4.83%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$1,157,850			$938,707		$913,786		$756,638		$580,986		$839,896
Ratio of expenses to average net assets		0.60%	^(c)		0.60%		0.60%		0.60%		0.60%		0.60%
Ratio of net investment income to average net assets		1.56%	^(c)		1.47%		1.47%		1.76%		1.75%		1.39%
Portfolio turnover rate^(d)		2%	^(b)		9%		13%		15%		10%		12%


				Year Ended December 31,
	Period Ended June 29, 2012 (Unaudited)			2011^(a)
Maxim S&P 500® Index Portfolio - Class L

NET ASSET VALUE, BEGINNING OF PERIOD		$9.52			$10.00
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.06			0.25
Net realized and unrealized gain (loss)		0.81			(0.45)

Total Income (Loss) From Investment Operations		0.87			(0.20)

LESS DISTRIBUTIONS:
From net investment income		(0.08)			(0.25)
From net realized gains		–			(0.03)

Total Distributions		(0.08)			(0.28)

NET ASSET VALUE, END OF PERIOD		$10.31			$9.52

TOTAL RETURN^{(b) (d)}		9.14%	^(c)		(1.95%)	^(c)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ($000)		$1,585			$540
Ratio of expenses to average net assets
Before waiver		0.85%	^(e)		0.86%	^(e)
After waiver		0.85%	^(e)		0.84%	^(e)
Ratio of net investment income to average net assets
Before waiver		1.34%	^(e)		1.69%	^(e)
After waiver		1.34%	^(e)		1.70%	^(e)
Portfolio turnover rate^(f)		2%	^(c)		9%	^(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	$		1,100,255,066	$		—	$	—	$		1,100,255,066
Foreign Common Stock			18,049,854			—		—			18,049,854
Securities Lending Collateral			—			5,509,395		—			5,509,395
Short Term Investments			—			35,749,511		—			35,749,511
Derivative Investments:
Futures Contracts			1,970,500			—		—			1,970,500

Total Investments^(a)	$		1,120,275,420	$		41,258,906	$	0	$		1,161,534,326


(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.