1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Great-West Funds, Inc. (Great-West Funds), a Maryland corporation, was 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. Great-West Funds presently consists of sixty-three funds. Interests in the Great-West Conservative Profile I Fund, Great-West Moderately Conservative Profile I Fund, Great-West
Moderate Profile I Fund, Great-West Moderately Aggressive Profile I Fund and Great-West Aggressive Profile I Fund (each a Fund, collectively the Funds) are included herein and are represented by separate classes of beneficial interest of Great-West
Funds. The investment objective of each Fund is to seek long-term capital appreciation primarily through investments in underlying funds of the Great-West Funds that emphasize fixed income investments for the Great-West Conservative Profile I Fund;
to seek capital appreciation primarily through investments in underlying funds of Great-West Funds that emphasize fixed income investments, and to a lesser degree, in those that emphasize equity investments for the Great-West Moderately Conservative
Profile I Fund; to seek long-term capital appreciation primarily through investments in underlying funds of the Great-West Funds with a relatively equal emphasis on equity and fixed income investments for the Great-West Moderate Profile I Fund; to
seek long-term capital appreciation primarily through investments in underlying funds of the Great-West Funds that emphasize equity investments, and to a lesser degree, in those that emphasize fixed income investments for the Great-West Moderately
Aggressive Profile I Fund and to seek long-term capital appreciation primarily through investments in underlying funds of the Great-West Funds that emphasize equity investments for the Great-West Aggressive Profile I Fund. Each Fund is
non-diversified as defined in the 1940 Act. The Funds are available as an investment option for insurance company separate accounts for certain variable annuity contracts and variable life insurance policies, to individual retirement account
custodians or trustees, to plan sponsors of qualified retirement plans, and to college savings programs.
Each of the Funds offer two share classes,
referred to as Inital Class and Class L shares. 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 Funds.
Investments in shares of the underlying mutual funds are valued at their net asset value as reported by the underlying mutual fund. The net asset
value of each class of the Funds shares is determined by dividing the net assets attributable to each class of shares of the Fund by the number of issued and outstanding shares of each class of the Fund on each valuation date.
Investments in fixed interest contracts issued by Great-West Life & Annuity Insurance Company (GWL&A Contract) are valued at the amount of
net deposits, determined on a daily basis. The GWL&A Contract is backed by the general account of Great-West Life & Annuity Insurance Company (GWL&A).
The Funds classify valuations into three levels based upon the transparency of inputs to the valuation of each Funds 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 or other pricing sources. The inputs used by the pricing services are reviewed quarterly or when the
pricing vendor issues updates to its pricing methodologies.
Level 3 Unobservable inputs to the extent observable inputs are not available. Unobservable inputs
reflect the reporting entitys own assumptions and would be based on the best information available under the circumstances.
As of
June 28, 2013, the inputs used to value each Funds investments are detailed in the following table. The Funds recognize transfers between levels as of the beginning of the reporting period. There were no transfers between Levels 1, 2 and
3 during the period.
Great-West Conservative Profile I Fund
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
|
|
Level 2
|
|
|
|
|
Level 3
|
|
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Mutual Funds
|
|
$
|
|
|
17,899,685
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
17,899,685
|
|
Equity Mutual Funds
|
|
|
|
|
11,469,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,469,618
|
|
Fixed Interest Contract
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,426,449
|
|
|
|
|
|
8,426,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
|
|
29,369,303
|
|
|
$
|
|
|
0
|
|
|
$
|
|
|
8,426,449
|
|
|
$
|
|
|
37,795,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
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|
Great-West Moderately Conservative
Profile I
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
|
|
Level 2
|
|
|
|
|
Level 3
|
|
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Mutual Funds
|
|
$
|
|
|
19,087,486
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
19,087,486
|
|
Equity Mutual Funds
|
|
|
|
|
26,045,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,045,838
|
|
Fixed Interest Contract
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,683,495
|
|
|
|
|
|
12,683,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
|
|
45,133,324
|
|
|
$
|
|
|
0
|
|
|
$
|
|
|
12,683,495
|
|
|
$
|
|
|
57,816,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Great-West Moderate Profile I Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
|
|
Level 2
|
|
|
|
|
Level 3
|
|
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Mutual Funds
|
|
$
|
|
|
36,493,621
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
36,493,621
|
|
Equity Mutual Funds
|
|
|
|
|
92,332,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92,332,688
|
|
Fixed Interest Contract
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,130,284
|
|
|
|
|
|
24,130,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
|
|
128,826,309
|
|
|
$
|
|
|
0
|
|
|
$
|
|
|
24,130,284
|
|
|
$
|
|
|
152,956,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Great-West Moderately Aggressive
Profile I
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
|
|
Level 2
|
|
|
|
|
Level 3
|
|
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Mutual Funds
|
|
$
|
|
|
25,855,847
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
25,855,847
|
|
Equity Mutual Funds
|
|
|
|
|
105,992,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105,992,606
|
|
Fixed Interest Contract
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,847,277
|
|
|
|
|
|
12,847,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
|
|
131,848,453
|
|
|
$
|
|
|
0
|
|
|
$
|
|
|
12,847,277
|
|
|
$
|
|
|
144,695,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Great-West Aggressive Profile I Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
|
|
Level 2
|
|
|
|
|
Level 3
|
|
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Mutual Funds
|
|
$
|
|
|
73,813,049
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
73,813,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
|
|
73,813,049
|
|
|
$
|
|
|
0
|
|
|
$
|
|
|
0
|
|
|
$
|
|
|
73,813,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semi-Annual Report - June 28, 2013
The following is a reconciliation of change in Level 3 assets during the period ended June 28, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Great-West
Conservative
Profile I
Fund
|
|
|
|
Great-West
Moderately
Conservative
Profile I
Fund
|
|
|
|
Great-
West
Moderate
Profile I
Fund
|
|
|
|
Great-West
Moderately
Aggressive
Profile I
Fund
|
Beginning Balance, January 1, 2013
|
|
$
|
|
7,784,993
|
|
$
|
|
12,009,347
|
|
$
|
|
23,638,279
|
|
$
|
|
11,976,176
|
Total realized gain (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unrealized gain (loss) relating to investments not held at reporting date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unrealized gain (loss) relating to investments still held at reporting date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest received
|
|
|
|
60,673
|
|
|
|
93,065
|
|
|
|
182,097
|
|
|
|
94,716
|
Purchases
|
|
|
|
1,188,510
|
|
|
|
1,622,704
|
|
|
|
2,536,022
|
|
|
|
1,947,911
|
Sales
|
|
|
|
(607,727)
|
|
|
|
(1,041,621)
|
|
|
|
(2,226,114)
|
|
|
|
(1,171,526)
|
Transfers into Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers (out of) Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance, June 28, 2013
|
|
$
|
|
8,426,449
|
|
$
|
|
12,683,495
|
|
$
|
|
24,130,284
|
|
$
|
|
12,847,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 securities include investments in the GWL&A Contract, the fair value of which has been determined with the
use of an internal model. The internal model incorporates, among other observable inputs, the financial strength and credit risk of GWL&A and its ability to meet ongoing obligations to its policyholders (i.e., a credit risk input). The
Funds consider the credit risk input to be a significant unobservable input. As of June 28, 2013, the credit risk input was negligible. If there were a significant decrease in GWL&As credit risk, it may result in a lower fair
value measurement.
Dividends
Dividends from net
investment income of the Funds, 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 Funds, if any, are declared and reinvested at least annually in
additional shares at net asset value.
Security Transactions
Security transactions are accounted for on the date the security is purchased or sold (trade date). Realized gains and losses from investments sold are
determined on the basis of the first-in, first-out method (FIFO). Dividend income and realized gain distributions from underlying funds are accrued as of the ex-dividend date. Interest on the GWL&A Contract is accrued daily.
Federal Income Taxes and Distributions to Shareholders
Each
Funds policy complies with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and each Fund intends to distribute substantially all of its net taxable income and net capital gains, if
any, each year. The Funds are not subject to income taxes to the extent such distributions are made. Therefore, no federal income taxes or excise tax provision is required.
As of and during the period ended June 28, 2013, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest
and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period, the Funds did not incur any interest or penalties.
Each Fund files U.S. Federal and Colorado tax returns. The statute of limitations on the Funds U.S. Federal tax returns remain open for the fiscal
years ended 2009 through 2012. The statute of limitations on the Funds Colorado tax returns remain open for an additional year.
Net
investment income (loss) and net realized gain (loss) for federal income tax purposes may differ from those reported on the financial statements because of temporary and permanent book and tax basis differences. 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. In addition, due to the timing of dividend distributions, the
Semi-Annual Report - June 28, 2013
fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain was recorded by each Fund.
2. INVESTMENT ADVISORY AGREEMENT & OTHER TRANSACTIONS WITH AFFILIATES
Great-West Funds has entered into an investment advisory agreement with Great-West Capital Management, LLC (the Adviser), a wholly-owned subsidiary of
GWL&A. As compensation for its services to Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.25% of the average daily net assets of each Fund. Each Fund will also bear the indirect expense of the underlying
investments. Because the underlying funds have varied expense and fee levels and the Funds may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Funds will vary. Expenses
incurred by Great-West Funds, which are not Fund specific, are allocated based on relative net assets or other appropriate allocation methods.
GWFS
Equities, Inc. (the Distributor), is a wholly-owned subsidiary of GWL&A and the principal underwriter to distribute and market the Fund.
Certain
officers of Great-West Funds are also directors and/or officers of GWL&A or its subsidiaries. No officer or interested director of Great-West Funds receives any compensation directly from Great-West Funds. The total compensation paid to the
independent directors with respect to all sixty-three funds for which they serve as directors was $137,900 for the period ended June 28, 2013.
Each Fund may invest in the GWL&A Contract pursuant to exemptive relief issued by the U.S. Securities and Exchange Commission. The GWL&A
Contract has a stable principal value and accrues a fixed rate of interest, which is reflected in the daily valuation of the Funds. GWL&A calculates the interest rate in the same way it calculates guaranteed interest rates for similar contracts
(on a calendar quarter or other periodic basis). As a result of GWL&A being an affiliated entity, the Funds are exposed to the risk of unanticipated industry conditions as well as risks specific to a single corporation. If GWL&A were to
become insolvent, the GWL&A Contract would be settled commensurate with other policy holder obligations.
The amounts deposited will accrue
interest at a declared rate of interest, adjustable on a calendar quarter or other periodic basis, guaranteed to be no less than 1.5%. The investment in the GWL&A Contract may be terminated by GWL&A or the Funds upon 7 days prior written
notice. The guaranteed interest rate paid will be at least as favorable as the guaranteed interest rate paid on other similar products issued by GWL&A.
The following tables are a summary of the transactions for each underlying investment during the period ended June 28, 2013, in which the issuer
was an affiliate of a Fund, as defined in the 1940 Act.
Semi-Annual Report - June 28, 2013
Great-West Conservative Profile I Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate
|
|
Shares
Held/Account
Balance
6/28/2013
|
|
|
|
|
Fair
Value
12/31/2012
|
|
|
|
|
Purchase
Cost
|
|
|
|
|
Sales
Cost
|
|
|
|
|
Net Realized
Gain/(Loss)
|
|
|
|
|
Dividends and
Interest
Received
|
|
|
|
|
Fair
Value
6/28/2013
|
|
Great-West American Century Growth Fund Initial Class
|
|
|
58,530
|
|
|
$
|
|
|
1,049,789
|
|
|
$
|
|
|
104,349
|
|
|
$
|
|
|
484,176
|
|
|
$
|
|
|
98,449
|
|
|
$
|
|
|
1,768
|
|
|
$
|
|
|
690,071
|
|
Great-West Federated Bond Fund Initial Class
|
|
|
323,833
|
|
|
|
|
|
3,631,295
|
|
|
|
|
|
599,417
|
|
|
|
|
|
644,777
|
|
|
|
|
|
34,598
|
|
|
|
|
|
32,270
|
|
|
|
|
|
3,377,583
|
|
Great-West Goldman Sachs Mid Cap Value Fund Initial Class
|
|
|
129,222
|
|
|
|
|
|
1,980,017
|
|
|
|
|
|
256,156
|
|
|
|
|
|
680,061
|
|
|
|
|
|
247,324
|
|
|
|
|
|
5,358
|
|
|
|
|
|
1,608,813
|
|
Great-West Invesco Small Cap Value Fund Initial Class
|
|
|
23,843
|
|
|
|
|
|
|
|
|
|
|
|
303,501
|
|
|
|
|
|
4,160
|
|
|
|
|
|
(80
|
)
|
|
|
|
|
2,350
|
|
|
|
|
|
285,637
|
|
Great-West Janus Large Cap Growth Fund Initial Class
|
|
|
74,344
|
|
|
|
|
|
1,055,587
|
|
|
|
|
|
132,985
|
|
|
|
|
|
555,989
|
|
|
|
|
|
19,749
|
|
|
|
|
|
|
|
|
|
|
|
693,631
|
|
Great-West Life & Annuity Contract
|
|
|
8,426,449
|
|
|
|
|
|
7,784,993
|
|
|
|
|
|
1,188,510
|
|
|
|
|
|
607,727
|
|
|
|
|
|
|
|
|
|
|
|
60,673
|
|
|
|
|
|
8,426,449
|
|
Great-West Loomis Sayles Bond Fund Initial Class Initial Class
|
|
|
169,258
|
|
|
|
|
|
|
|
|
|
|
|
2,361,665
|
|
|
|
|
|
19,016
|
|
|
|
|
|
(982
|
)
|
|
|
|
|
36,881
|
|
|
|
|
|
2,266,365
|
|
Great-West Loomis Sayles Small Cap Value Fund Initial Class
|
|
|
11,180
|
|
|
|
|
|
|
|
|
|
|
|
298,017
|
|
|
|
|
|
4,778
|
|
|
|
|
|
(93
|
)
|
|
|
|
|
353
|
|
|
|
|
|
286,313
|
|
Great-West MFS International Growth Fund Initial Class
|
|
|
71,397
|
|
|
|
|
|
818,838
|
|
|
|
|
|
142,094
|
|
|
|
|
|
141,768
|
|
|
|
|
|
22,682
|
|
|
|
|
|
|
|
|
|
|
|
813,212
|
|
Great-West MFS International Value Fund Initial Class
|
|
|
166,546
|
|
|
|
|
|
1,622,274
|
|
|
|
|
|
227,737
|
|
|
|
|
|
289,775
|
|
|
|
|
|
106,254
|
|
|
|
|
|
|
|
|
|
|
|
1,662,125
|
|
Great-West Putnam Equity Income Fund Initial Class
|
|
|
108,123
|
|
|
|
|
|
1,743,595
|
|
|
|
|
|
185,189
|
|
|
|
|
|
602,229
|
|
|
|
|
|
187,851
|
|
|
|
|
|
9,844
|
|
|
|
|
|
1,403,442
|
|
Great-West Putnam High Yield Bond Fund Initial Class
|
|
|
215,816
|
|
|
|
|
|
2,078,303
|
|
|
|
|
|
314,142
|
|
|
|
|
|
560,022
|
|
|
|
|
|
43,820
|
|
|
|
|
|
47,866
|
|
|
|
|
|
1,784,795
|
|
Great-West Real Estate Index Fund Initial Class
|
|
|
178,052
|
|
|
|
|
|
|
|
|
|
|
|
2,203,419
|
|
|
|
|
|
70,549
|
|
|
|
|
|
(9,268
|
)
|
|
|
|
|
9,365
|
|
|
|
|
|
1,938,983
|
|
Great-West Short Duration Bond Fund Initial Class
|
|
|
234,917
|
|
|
|
|
|
2,249,219
|
|
|
|
|
|
362,814
|
|
|
|
|
|
145,166
|
|
|
|
|
|
9,106
|
|
|
|
|
|
23,610
|
|
|
|
|
|
2,436,089
|
|
Great-West Small Cap Growth Fund Initial Class
|
|
|
12,118
|
|
|
|
|
|
|
|
|
|
|
|
292,846
|
|
|
|
|
|
6,185
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
285,736
|
|
Great-West T. Rowe Price Equity Income Fund Initial Class
|
|
|
75,697
|
|
|
|
|
|
1,742,963
|
|
|
|
|
|
182,446
|
|
|
|
|
|
552,018
|
|
|
|
|
|
220,525
|
|
|
|
|
|
10,487
|
|
|
|
|
|
1,401,917
|
|
Great-West T. Rowe Price Mid Cap Growth Fund Initial Class
|
|
|
19,838
|
|
|
|
|
|
469,976
|
|
|
|
|
|
52,115
|
|
|
|
|
|
167,700
|
|
|
|
|
|
24,942
|
|
|
|
|
|
|
|
|
|
|
|
399,738
|
|
Great-West Templeton Global Bond Fund Initial Class
|
|
|
434,347
|
|
|
|
|
|
3,640,916
|
|
|
|
|
|
750,829
|
|
|
|
|
|
144,984
|
|
|
|
|
|
11,777
|
|
|
|
|
|
27,801
|
|
|
|
|
|
4,117,609
|
|
Great-West U.S. Government Mortgage Securities Fund Initial Class
|
|
|
328,628
|
|
|
|
|
|
4,846,995
|
|
|
|
|
|
744,607
|
|
|
|
|
|
1,555,135
|
|
|
|
|
|
(30,807
|
)
|
|
|
|
|
46,579
|
|
|
|
|
|
3,917,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
985,877
|
|
|
$
|
|
|
315,205
|
|
|
$
|
|
|
37,795,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semi-Annual Report - June 28, 2013
Great-West Moderately Conservative Profile I Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate
|
|
Shares
Held/Account
Balance
6/28/2013
|
|
|
|
|
Fair
Value
12/31/2012
|
|
|
|
|
Purchase
Cost
|
|
|
|
|
Sales
Cost
|
|
|
|
|
Net Realized
Gain/(Loss)
|
|
|
|
|
Dividends and
Interest
Received
|
|
|
|
|
Fair
Value
6/28/2013
|
|
Great-West American Century Growth Fund Initial Class
|
|
|
144,057
|
|
|
$
|
|
|
2,731,505
|
|
|
$
|
|
|
194,085
|
|
|
$
|
|
|
1,282,038
|
|
|
$
|
|
|
257,614
|
|
|
$
|
|
|
4,382
|
|
|
$
|
|
|
1,698,431
|
|
Great-West Federated Bond Fund Initial Class
|
|
|
410,021
|
|
|
|
|
|
4,923,144
|
|
|
|
|
|
713,816
|
|
|
|
|
|
1,094,234
|
|
|
|
|
|
39,336
|
|
|
|
|
|
41,956
|
|
|
|
|
|
4,276,522
|
|
Great-West Goldman Sachs Mid Cap Value Fund Initial Class
|
|
|
316,348
|
|
|
|
|
|
3,463,844
|
|
|
|
|
|
563,337
|
|
|
|
|
|
388,546
|
|
|
|
|
|
169,369
|
|
|
|
|
|
13,309
|
|
|
|
|
|
3,938,531
|
|
Great-West Invesco Small Cap Value Fund Initial Class
|
|
|
58,908
|
|
|
|
|
|
825,819
|
|
|
|
|
|
99,944
|
|
|
|
|
|
278,172
|
|
|
|
|
|
59,675
|
|
|
|
|
|
5,866
|
|
|
|
|
|
705,713
|
|
Great-West Janus Large Cap Growth Fund Initial Class
|
|
|
182,528
|
|
|
|
|
|
2,741,472
|
|
|
|
|
|
233,949
|
|
|
|
|
|
1,620,946
|
|
|
|
|
|
(136,755
|
)
|
|
|
|
|
|
|
|
|
|
|
1,702,986
|
|
Great-West Life & Annuity Contract
|
|
|
12,683,495
|
|
|
|
|
|
12,009,347
|
|
|
|
|
|
1,622,704
|
|
|
|
|
|
1,041,621
|
|
|
|
|
|
|
|
|
|
|
|
93,065
|
|
|
|
|
|
12,683,495
|
|
Great-West Loomis Sayles Bond Fund Initial Class
|
|
|
209,005
|
|
|
|
|
|
|
|
|
|
|
|
2,903,005
|
|
|
|
|
|
8,918
|
|
|
|
|
|
(298
|
)
|
|
|
|
|
45,573
|
|
|
|
|
|
2,798,575
|
|
Great-West Loomis Sayles Small Cap Value Fund Initial Class
|
|
|
27,555
|
|
|
|
|
|
826,098
|
|
|
|
|
|
77,646
|
|
|
|
|
|
209,240
|
|
|
|
|
|
107,949
|
|
|
|
|
|
881
|
|
|
|
|
|
705,681
|
|
Great-West MFS International Growth Fund Initial Class
|
|
|
175,854
|
|
|
|
|
|
2,017,443
|
|
|
|
|
|
258,959
|
|
|
|
|
|
246,933
|
|
|
|
|
|
64,107
|
|
|
|
|
|
|
|
|
|
|
|
2,002,979
|
|
Great-West MFS International Value Fund Initial Class
|
|
|
410,470
|
|
|
|
|
|
4,005,376
|
|
|
|
|
|
335,469
|
|
|
|
|
|
548,599
|
|
|
|
|
|
201,365
|
|
|
|
|
|
|
|
|
|
|
|
4,096,490
|
|
Great-West Putnam Equity Income Fund Initial Class
|
|
|
265,845
|
|
|
|
|
|
3,549,542
|
|
|
|
|
|
246,622
|
|
|
|
|
|
668,049
|
|
|
|
|
|
194,260
|
|
|
|
|
|
24,436
|
|
|
|
|
|
3,450,673
|
|
Great-West Putnam High Yield Bond Fund Initial Class
|
|
|
270,750
|
|
|
|
|
|
2,726,979
|
|
|
|
|
|
310,058
|
|
|
|
|
|
738,100
|
|
|
|
|
|
58,409
|
|
|
|
|
|
60,091
|
|
|
|
|
|
2,239,106
|
|
Great-West Real Estate Index Fund Initial Class
|
|
|
239,490
|
|
|
|
|
|
|
|
|
|
|
|
3,036,841
|
|
|
|
|
|
162,914
|
|
|
|
|
|
(20,815
|
)
|
|
|
|
|
12,932
|
|
|
|
|
|
2,608,049
|
|
Great-West Small Cap Growth Fund Initial Class
|
|
|
29,904
|
|
|
|
|
|
|
|
|
|
|
|
733,255
|
|
|
|
|
|
25,603
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
705,144
|
|
Great-West T. Rowe Price Equity Income Fund Initial Class
|
|
|
186,202
|
|
|
|
|
|
3,543,151
|
|
|
|
|
|
245,744
|
|
|
|
|
|
609,431
|
|
|
|
|
|
213,305
|
|
|
|
|
|
26,034
|
|
|
|
|
|
3,448,455
|
|
Great-West T. Rowe Price Mid Cap Growth Fund Initial Class
|
|
|
48,770
|
|
|
|
|
|
908,788
|
|
|
|
|
|
66,913
|
|
|
|
|
|
95,623
|
|
|
|
|
|
28,820
|
|
|
|
|
|
|
|
|
|
|
|
982,706
|
|
Great-West Templeton Global Bond Fund Initial Class
|
|
|
546,436
|
|
|
|
|
|
4,932,997
|
|
|
|
|
|
696,717
|
|
|
|
|
|
278,410
|
|
|
|
|
|
21,151
|
|
|
|
|
|
35,109
|
|
|
|
|
|
5,180,212
|
|
Great-West U.S. Government Mortgage Securities Fund Initial Class
|
|
|
385,325
|
|
|
|
|
|
5,469,488
|
|
|
|
|
|
766,787
|
|
|
|
|
|
1,502,209
|
|
|
|
|
|
(30,805
|
)
|
|
|
|
|
53,511
|
|
|
|
|
|
4,593,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
1,226,699
|
|
|
$
|
|
|
417,145
|
|
|
|
|
$
|
57,816,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semi-Annual Report - June 28, 2013
Great-West Moderate Profile I Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate
|
|
Shares
Held/Account
Balance
6/28/2013
|
|
|
|
|
Fair
Value
12/31/2012
|
|
|
|
|
Purchase
Cost
|
|
|
|
|
Sales
Cost
|
|
|
|
|
Net Realized
Gain/(Loss)
|
|
|
|
|
Dividends and
Interest
Received
|
|
|
|
|
Fair
Value
6/28/2013
|
|
Great-West American Century Growth Fund Initial Class
|
|
|
528,297
|
|
|
$
|
|
|
8,879,081
|
|
|
$
|
|
|
202,785
|
|
|
$
|
|
|
3,179,145
|
|
|
$
|
|
|
644,490
|
|
|
$
|
|
|
16,084
|
|
|
$
|
|
|
6,228,620
|
|
Great-West Federated Bond Fund Initial Class
|
|
|
803,677
|
|
|
|
|
|
10,359,905
|
|
|
|
|
|
1,033,247
|
|
|
|
|
|
2,452,351
|
|
|
|
|
|
95,820
|
|
|
|
|
|
85,441
|
|
|
|
|
|
8,382,359
|
|
Great-West Goldman Sachs Mid Cap Value Fund Initial Class
|
|
|
1,168,269
|
|
|
|
|
|
9,624,266
|
|
|
|
|
|
4,858,020
|
|
|
|
|
|
536,794
|
|
|
|
|
|
513,273
|
|
|
|
|
|
48,836
|
|
|
|
|
|
14,544,951
|
|
Great-West Invesco Small Cap Value Fund Initial Class
|
|
|
215,870
|
|
|
|
|
|
2,239,865
|
|
|
|
|
|
320,063
|
|
|
|
|
|
177,281
|
|
|
|
|
|
77,352
|
|
|
|
|
|
21,420
|
|
|
|
|
|
2,586,121
|
|
Great-West Janus Large Cap Growth Fund Initial Class
|
|
|
670,894
|
|
|
|
|
|
8,916,597
|
|
|
|
|
|
435,536
|
|
|
|
|
|
4,276,867
|
|
|
|
|
|
(541,307
|
)
|
|
|
|
|
|
|
|
|
|
|
6,259,439
|
|
Great-West Life & Annuity Contract
|
|
|
24,130,284
|
|
|
|
|
|
23,638,279
|
|
|
|
|
|
2,536,022
|
|
|
|
|
|
2,226,114
|
|
|
|
|
|
|
|
|
|
|
|
182,097
|
|
|
|
|
|
24,130,284
|
|
Great-West Loomis Sayles Bond Fund Initial Class
|
|
|
399,406
|
|
|
|
|
|
|
|
|
|
|
|
5,631,577
|
|
|
|
|
|
101,948
|
|
|
|
|
|
(4,947
|
)
|
|
|
|
|
87,885
|
|
|
|
|
|
5,348,051
|
|
Great-West Loomis Sayles Small Cap Value Fund Initial Class
|
|
|
101,021
|
|
|
|
|
|
2,245,090
|
|
|
|
|
|
284,129
|
|
|
|
|
|
156,213
|
|
|
|
|
|
87,727
|
|
|
|
|
|
3,218
|
|
|
|
|
|
2,587,151
|
|
Great-West MFS International Growth Fund Initial Class
|
|
|
646,547
|
|
|
|
|
|
7,965,438
|
|
|
|
|
|
515,583
|
|
|
|
|
|
1,012,186
|
|
|
|
|
|
276,916
|
|
|
|
|
|
|
|
|
|
|
|
7,364,175
|
|
Great-West MFS International Value Fund Initial Class
|
|
|
1,504,142
|
|
|
|
|
|
15,793,561
|
|
|
|
|
|
459,887
|
|
|
|
|
|
1,928,540
|
|
|
|
|
|
1,318,933
|
|
|
|
|
|
|
|
|
|
|
|
15,011,336
|
|
Great-West Putnam Equity Income Fund Initial Class
|
|
|
976,042
|
|
|
|
|
|
11,842,355
|
|
|
|
|
|
325,084
|
|
|
|
|
|
934,400
|
|
|
|
|
|
229,468
|
|
|
|
|
|
89,540
|
|
|
|
|
|
12,669,026
|
|
Great-West Putnam High Yield Bond Fund Initial Class
|
|
|
477,649
|
|
|
|
|
|
4,438,314
|
|
|
|
|
|
373,999
|
|
|
|
|
|
799,357
|
|
|
|
|
|
42,008
|
|
|
|
|
|
107,050
|
|
|
|
|
|
3,950,157
|
|
Great-West Real Estate Index Fund Initial Class
|
|
|
572,895
|
|
|
|
|
|
|
|
|
|
|
|
7,178,762
|
|
|
|
|
|
305,772
|
|
|
|
|
|
(39,267
|
)
|
|
|
|
|
30,482
|
|
|
|
|
|
6,238,824
|
|
Great-West Small Cap Growth Fund Initial Class
|
|
|
109,763
|
|
|
|
|
|
4,492,713
|
|
|
|
|
|
234,223
|
|
|
|
|
|
1,954,792
|
|
|
|
|
|
923,910
|
|
|
|
|
|
|
|
|
|
|
|
2,588,221
|
|
Great-West T. Rowe Price Equity Income Fund Initial Class
|
|
|
682,795
|
|
|
|
|
|
11,824,633
|
|
|
|
|
|
427,330
|
|
|
|
|
|
850,488
|
|
|
|
|
|
301,319
|
|
|
|
|
|
95,398
|
|
|
|
|
|
12,645,364
|
|
Great-West T. Rowe Price Mid Cap Growth Fund Initial Class
|
|
|
179,130
|
|
|
|
|
|
5,194,896
|
|
|
|
|
|
67,825
|
|
|
|
|
|
1,564,916
|
|
|
|
|
|
875,144
|
|
|
|
|
|
|
|
|
|
|
|
3,609,460
|
|
Great-West Templeton Global Bond Fund Initial Class
|
|
|
1,075,293
|
|
|
|
|
|
10,419,169
|
|
|
|
|
|
833,632
|
|
|
|
|
|
703,495
|
|
|
|
|
|
60,839
|
|
|
|
|
|
69,430
|
|
|
|
|
|
10,193,776
|
|
Great-West U.S. Government Mortgage Securities Fund Initial Class
|
|
|
723,094
|
|
|
|
|
|
10,362,204
|
|
|
|
|
|
1,054,751
|
|
|
|
|
|
2,523,493
|
|
|
|
|
|
(51,527
|
)
|
|
|
|
|
101,680
|
|
|
|
|
|
8,619,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
4,810,151
|
|
|
$
|
|
|
938,561
|
|
|
$
|
|
|
152,956,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semi-Annual Report - June 28, 2013
Great-West Moderately Aggressive Profile I Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate
|
|
Shares
Held/Account
Balance
6/28/2013
|
|
|
|
|
Fair
Value
12/31/2012
|
|
|
|
|
Purchase
Cost
|
|
|
|
|
Sales
Cost
|
|
|
|
|
Net Realized
Gain/(Loss)
|
|
|
|
|
Dividends and
Interest
Received
|
|
|
|
|
Fair
Value
6/28/2013
|
|
Great-West American Century Growth Fund Initial Class
|
|
|
618,524
|
|
|
$
|
|
|
8,685,839
|
|
|
$
|
|
|
277,737
|
|
|
$
|
|
|
2,147,429
|
|
|
$
|
|
|
439,946
|
|
|
$
|
|
|
18,745
|
|
|
$
|
|
|
7,292,395
|
|
Great-West Federated Bond Fund Initial Class
|
|
|
559,181
|
|
|
|
|
|
6,681,606
|
|
|
|
|
|
1,008,909
|
|
|
|
|
|
1,488,936
|
|
|
|
|
|
54,195
|
|
|
|
|
|
57,931
|
|
|
|
|
|
5,832,260
|
|
Great-West Goldman Sachs Mid Cap Value Fund Initial Class
|
|
|
1,368,786
|
|
|
|
|
|
16,947,342
|
|
|
|
|
|
764,904
|
|
|
|
|
|
1,401,154
|
|
|
|
|
|
1,699,632
|
|
|
|
|
|
56,889
|
|
|
|
|
|
17,041,384
|
|
Great-West Invesco Small Cap Value Fund Initial Class
|
|
|
253,577
|
|
|
|
|
|
3,387,719
|
|
|
|
|
|
203,229
|
|
|
|
|
|
624,410
|
|
|
|
|
|
407,661
|
|
|
|
|
|
25,030
|
|
|
|
|
|
3,037,851
|
|
Great-West Janus Large Cap Growth Fund Initial Class
|
|
|
784,913
|
|
|
|
|
|
8,702,591
|
|
|
|
|
|
583,973
|
|
|
|
|
|
2,838,447
|
|
|
|
|
|
(282,226
|
)
|
|
|
|
|
|
|
|
|
|
|
7,323,243
|
|
Great-West Life & Annuity Contract
|
|
|
12,847,277
|
|
|
|
|
|
11,976,176
|
|
|
|
|
|
1,947,911
|
|
|
|
|
|
1,171,526
|
|
|
|
|
|
|
|
|
|
|
|
94,716
|
|
|
|
|
|
12,847,277
|
|
Great-West Loomis Sayles Bond Fund Initial Class
|
|
|
283,036
|
|
|
|
|
|
|
|
|
|
|
|
3,969,450
|
|
|
|
|
|
50,299
|
|
|
|
|
|
(2,168
|
)
|
|
|
|
|
61,913
|
|
|
|
|
|
3,789,846
|
|
Great-West Loomis Sayles Small Cap Value Fund Initial Class
|
|
|
118,703
|
|
|
|
|
|
3,401,433
|
|
|
|
|
|
129,116
|
|
|
|
|
|
471,597
|
|
|
|
|
|
507,118
|
|
|
|
|
|
3,761
|
|
|
|
|
|
3,039,980
|
|
Great-West MFS International Growth Fund Initial Class
|
|
|
757,045
|
|
|
|
|
|
8,579,749
|
|
|
|
|
|
770,881
|
|
|
|
|
|
561,733
|
|
|
|
|
|
315,479
|
|
|
|
|
|
|
|
|
|
|
|
8,622,744
|
|
Great-West MFS International Value Fund Initial Class
|
|
|
1,758,236
|
|
|
|
|
|
16,928,939
|
|
|
|
|
|
976,923
|
|
|
|
|
|
1,306,635
|
|
|
|
|
|
1,190,551
|
|
|
|
|
|
|
|
|
|
|
|
17,547,199
|
|
Great-West Putnam Equity Income Fund Initial Class
|
|
|
1,142,583
|
|
|
|
|
|
11,356,746
|
|
|
|
|
|
2,706,850
|
|
|
|
|
|
616,366
|
|
|
|
|
|
154,713
|
|
|
|
|
|
104,392
|
|
|
|
|
|
14,830,725
|
|
Great-West Putnam High Yield Bond Fund Initial Class
|
|
|
381,903
|
|
|
|
|
|
4,010,192
|
|
|
|
|
|
482,276
|
|
|
|
|
|
1,250,293
|
|
|
|
|
|
86,544
|
|
|
|
|
|
85,082
|
|
|
|
|
|
3,158,338
|
|
Great-West Real Estate Index Fund Initial Class
|
|
|
475,274
|
|
|
|
|
|
|
|
|
|
|
|
5,913,492
|
|
|
|
|
|
205,300
|
|
|
|
|
|
(26,021
|
)
|
|
|
|
|
25,052
|
|
|
|
|
|
5,175,738
|
|
Great-West Small Cap Growth Fund Initial Class
|
|
|
129,012
|
|
|
|
|
|
4,080,739
|
|
|
|
|
|
250,484
|
|
|
|
|
|
1,192,949
|
|
|
|
|
|
774,644
|
|
|
|
|
|
|
|
|
|
|
|
3,042,109
|
|
Great-West T. Rowe Price Equity Income Fund Initial Class
|
|
|
799,540
|
|
|
|
|
|
11,336,021
|
|
|
|
|
|
2,875,459
|
|
|
|
|
|
378,368
|
|
|
|
|
|
437,505
|
|
|
|
|
|
111,221
|
|
|
|
|
|
14,807,479
|
|
Great-West T. Rowe Price Mid Cap Growth Fund Initial Class
|
|
|
210,013
|
|
|
|
|
|
4,482,029
|
|
|
|
|
|
66,457
|
|
|
|
|
|
506,303
|
|
|
|
|
|
476,979
|
|
|
|
|
|
|
|
|
|
|
|
4,231,759
|
|
Great-West Templeton Global Bond Fund Initial Class
|
|
|
746,232
|
|
|
|
|
|
6,726,559
|
|
|
|
|
|
934,012
|
|
|
|
|
|
319,690
|
|
|
|
|
|
54,574
|
|
|
|
|
|
47,982
|
|
|
|
|
|
7,074,283
|
|
Great-West U.S. Government Mortgage Securities Fund Initial Class
|
|
|
503,450
|
|
|
|
|
|
6,685,365
|
|
|
|
|
|
1,028,114
|
|
|
|
|
|
1,523,435
|
|
|
|
|
|
(31,145
|
)
|
|
|
|
|
68,748
|
|
|
|
|
|
6,001,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
6,257,981
|
|
|
$
|
|
|
761,462
|
|
|
$
|
|
|
144,695,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semi-Annual Report - June 28, 2013
Great-West Aggressive Profile I Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate
|
|
Shares Held
6/28/2013
|
|
|
|
|
Fair
Value
12/31/2012
|
|
|
|
|
Purchase
Cost
|
|
|
|
|
Sales
Cost
|
|
|
|
|
Net Realized
Gain/(Loss)
|
|
|
|
|
Dividends
Received
|
|
|
|
|
Fair
Value
6/28/2013
|
|
Great-West American Century Growth Fund Initial Class
|
|
|
439,506
|
|
|
$
|
|
|
5,616,844
|
|
|
$
|
|
|
309,978
|
|
|
$
|
|
|
1,102,091
|
|
|
$
|
|
|
222,078
|
|
|
$
|
|
|
13,264
|
|
|
$
|
|
|
5,181,772
|
|
Great-West Goldman Sachs Mid Cap Value Fund Initial Class
|
|
|
969,556
|
|
|
|
|
|
12,110,114
|
|
|
|
|
|
521,615
|
|
|
|
|
|
1,018,743
|
|
|
|
|
|
1,300,301
|
|
|
|
|
|
40,332
|
|
|
|
|
|
12,070,975
|
|
Great-West Invesco Small Cap Value Fund Initial Class
|
|
|
179,260
|
|
|
|
|
|
2,649,734
|
|
|
|
|
|
143,538
|
|
|
|
|
|
649,922
|
|
|
|
|
|
389,436
|
|
|
|
|
|
17,690
|
|
|
|
|
|
2,147,531
|
|
Great-West Janus Large Cap Growth Fund Initial Class
|
|
|
556,602
|
|
|
|
|
|
5,616,563
|
|
|
|
|
|
487,951
|
|
|
|
|
|
1,401,990
|
|
|
|
|
|
(123,078
|
)
|
|
|
|
|
|
|
|
|
|
|
5,193,092
|
|
Great-West Loomis Sayles Small Cap Value Fund Initial Class
|
|
|
84,000
|
|
|
|
|
|
2,649,663
|
|
|
|
|
|
112,942
|
|
|
|
|
|
527,548
|
|
|
|
|
|
477,925
|
|
|
|
|
|
2,659
|
|
|
|
|
|
2,151,247
|
|
Great-West MFS International Growth Fund Initial Class
|
|
|
538,153
|
|
|
|
|
|
5,948,908
|
|
|
|
|
|
777,171
|
|
|
|
|
|
488,817
|
|
|
|
|
|
212,717
|
|
|
|
|
|
|
|
|
|
|
|
6,129,560
|
|
Great-West MFS International Value Fund Initial Class
|
|
|
1,249,444
|
|
|
|
|
|
11,794,741
|
|
|
|
|
|
1,099,994
|
|
|
|
|
|
1,320,557
|
|
|
|
|
|
620,832
|
|
|
|
|
|
|
|
|
|
|
|
12,469,452
|
|
Great-West Putnam Equity Income Fund Initial Class
|
|
|
812,033
|
|
|
|
|
|
6,584,622
|
|
|
|
|
|
3,530,499
|
|
|
|
|
|
325,587
|
|
|
|
|
|
85,084
|
|
|
|
|
|
73,996
|
|
|
|
|
|
10,540,183
|
|
Great-West Real Estate Index Fund Initial Class
|
|
|
205,844
|
|
|
|
|
|
|
|
|
|
|
|
2,567,004
|
|
|
|
|
|
91,659
|
|
|
|
|
|
(12,862
|
)
|
|
|
|
|
10,899
|
|
|
|
|
|
2,241,644
|
|
Great-West Small Cap Growth Fund Initial Class
|
|
|
91,303
|
|
|
|
|
|
3,318,247
|
|
|
|
|
|
213,637
|
|
|
|
|
|
1,120,614
|
|
|
|
|
|
821,443
|
|
|
|
|
|
|
|
|
|
|
|
2,152,930
|
|
Great-West T. Rowe Price Equity Income Fund Initial Class
|
|
|
568,703
|
|
|
|
|
|
6,581,072
|
|
|
|
|
|
3,609,475
|
|
|
|
|
|
242,146
|
|
|
|
|
|
172,014
|
|
|
|
|
|
78,837
|
|
|
|
|
|
10,532,386
|
|
Great-West T. Rowe Price Mid Cap Growth Fund Initial Class
|
|
|
148,996
|
|
|
|
|
|
3,088,934
|
|
|
|
|
|
90,721
|
|
|
|
|
|
372,873
|
|
|
|
|
|
267,700
|
|
|
|
|
|
|
|
|
|
|
|
3,002,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
4,433,590
|
|
|
$
|
|
|
237,677
|
|
|
$
|
|
|
73,813,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. PURCHASES & SALES OF UNDERLYING INVESTMENTS
For the period ended June 28, 2013, the aggregate cost of purchases and proceeds from sales of underlying investments were as follows:
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
|
Sales
|
|
Great-West Conservative Profile I Fund
|
|
$
|
10,702,836
|
|
|
$
|
8,222,092
|
|
Great-West Moderately Conservative Profile I Fund
|
|
|
13,105,849
|
|
|
|
12,026,286
|
|
Great-West Moderate Profile I Fund
|
|
|
26,772,454
|
|
|
|
30,494,303
|
|
Great-West Moderately Aggressive Profile I Fund
|
|
|
24,890,177
|
|
|
|
24,312,851
|
|
Great-West Aggressive Profile I Fund
|
|
|
13,464,525
|
|
|
|
13,096,138
|
|
4. UNREALIZED APPRECIATION (DEPRECIATION)
The aggregate cost of investments and the composition of unrealized appreciation and depreciation of investment securities for federal income tax
purposes as of June 28, 2013 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost For
Income
Tax
Purposes
|
|
|
Gross
Appreciation
|
|
|
Gross
Depreciation
|
|
|
Net
Unrealized
Appreciation
|
|
Great-West Conservative Profile I Fund
|
|
$
|
36,881,889
|
|
|
$
|
1,673,802
|
|
|
$
|
(759,939
|
)
|
|
$
|
913,863
|
|
Great-West Moderately Conservative Profile I Fund
|
|
|
54,598,254
|
|
|
|
4,213,518
|
|
|
|
(994,953
|
)
|
|
|
3,218,565
|
|
Great-West Moderate Profile I Fund
|
|
|
139,081,272
|
|
|
|
16,250,541
|
|
|
|
(2,375,220
|
)
|
|
|
13,875,321
|
|
Great-West Moderately Aggressive Profile I Fund
|
|
|
127,726,489
|
|
|
|
19,447,198
|
|
|
|
(2,477,957
|
)
|
|
|
16,969,241
|
|
Great-West Aggressive Profile I Fund
|
|
|
63,854,166
|
|
|
|
11,221,687
|
|
|
|
(1,262,804
|
)
|
|
|
9,958,883
|
|
Semi-Annual Report - June 28, 2013
Availability of Quarterly Portfolio Schedule
Great-West Funds 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. Great-West Funds Forms N-Q are available on the Commissions website at
http://www.sec.gov
, and may be reviewed and copied at the Commissions Public Reference Room in Washington, D.C. Information on
the operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
Availability of Proxy Voting Policies and Procedures
A
description of the policies and procedures that Great-West Funds 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
Commissions website at
http://www.sec.gov
.
Availability of Proxy Voting Record
Information regarding how Great-West Funds 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 Commissions website at
http://www.sec.gov
.
Investment Advisory Contract Approval
The Board of Directors
(the Board) of Great-West Funds, including the Directors who are not interested persons of the Great-West Funds (the Independent Directors), at a meeting held on April 18, 2013 (the Meeting), approved the
continuation of (i) the investment advisory agreement (the Advisory Agreement) between Great-West Funds and Great-West Capital Management, LLC (GWCM).
Pursuant to the Advisory Agreement, GWCM acts as investment adviser and, subject to oversight by the Board,
directs the investments of the Great-West Aggressive Profile I Fund, Great-West Moderately Aggressive Profile I Fund, Great-West Moderate Profile I Fund, Great-West Moderately Conservative Profile I Fund and Great-West Conservative Profile I Fund
(each, a Fund, collectively, the Funds) in accordance with their investment objectives, policies and limitations. GWCM also provides, subject to oversight by the Board, the management and administrative services necessary for
the operation of the Funds.
On March 21, 2013, the Independent Directors met separately with independent legal counsel in advance of the
Meeting to evaluate information furnished by GWCM in connection with the proposed continuation of the Advisory Agreement. The Independent Directors also considered additional information provided in response to their requests made following the
March meeting.
In approving the continuation of the Advisory Agreement, the Board considered such information as the Board deemed reasonably
necessary to evaluate the terms of the Advisory Agreement. The Board noted that performance information is provided to the Board on an ongoing basis at regular Board meetings held throughout the year. In its deliberations, the Board did not identify
any single factor as being determinative. Rather, the Boards approval was based on each Directors business judgment after consideration of the information as a whole. Individual Directors may have weighed certain factors differently and
assigned varying degrees of materiality to information considered by the Board.
Based upon its review of the Advisory Agreement and the information
provided to it, the Board concluded that the Advisory Agreement was fair and reasonable in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment. The
principal factors and conclusions that formed the basis for the Directors determinations to approve the continuation of the Advisory Agreement are discussed below.
Nature, Extent and Quality of Services
The Board
considered the nature, extent and quality of services provided and to be provided to the Funds by GWCM. Among other things, the Board considered GWCMs 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 Funds, and its ability to provide research and obtain and evaluate the economic, statistical and financial data relevant to the investment
policies of the Fund. The Board also reviewed the qualifications, background and responsibilities of the senior personnel serving the Funds and the portfolio management team responsible for the day-to-day management of the Funds. In addition, the
Board considered GWCMs reputation for management of its investment strategies, its overall financial condition, technical resources, operational capabilities, and compliance policies and procedures, as well as GWCMs 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 GWCM at regular Board meetings held throughout the year to discuss portfolio management strategies and performance. Additionally, the quality of GWCMs communications with the Board, as well GWCMs 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 Funds by GWCM.
Investment Performance
The Board considered the investment performance of the Funds. The Board reviewed performance information for each Funds Initial Class as compared
against its benchmark index and the performance of similar funds. This information included annualized returns for the one-, three-, five-, and ten-year periods ended December 31, 2012 and quarterly returns for the five-year period ended
December 31, 2012. The Board also considered the composition of each Funds peer group of funds, as determined by GWCM, based on funds of similar size and asset class and with similar intermediary fees as estimated by GWCM from the
Funds Morningstar category. The Board was provided with a description of the methodology GWCM used to determine the similarity of the Funds with the funds included in the peer group. In evaluating the performance of the Funds, the Board noted
how each Fund performed relative to the returns of the applicable benchmark and peer group. In addition, the Board noted that it also had received and discussed at periodic intervals information comparing each Funds performance to that of its
benchmark index.
The Board noted that for the Great-West Aggressive Profile I Fund, for the one-, three-, five- and ten-year periods ended
December 31, 2012, the Fund was in the second, third, third and first quartiles, respectively, of its peer group (the first quartile being the best performers and the fourth quartile being the worst performers). For the Great-West Moderately
Aggressive Profile I Fund, the Board noted that for the one-, three-, five- and ten-year periods ended December 31, 2012, the Fund was in the second, second, first and first quartiles, respectively, of its peer group. For the Great-West
Moderate Profile I Fund, the Board noted that for the one-, three-, five- and ten-year periods ended December 31, 2012, the Fund was in the second, third, first and first quartiles, respectively, of its peer group. For the Great-West Moderately
Conservative Profile I Fund, the Board noted that for the one-, three-, five- and ten-year periods ended December 31, 2012, the Fund was in the fourth, fourth, first and second quartiles, respectively, of its peer group. For the Great-West
Conservative Profile I Fund, for the one-, three-, five- and ten-year periods ended December 31, 2012, the Board noted that the Fund was in the third, third, second, and second quartiles, respectively, of its peer group. Although each Fund
(with the exception of the Great-West Aggressive Profile I Fund), underperformed its benchmark index for the three-year period ended December 31, 2012, the Board noted that each Fund outperformed its respective benchmark index for the one-,
five- and ten-year periods ended December 31, 2012. For the Great-West Aggressive Profile I Fund, although the Fund underperformed for the three-, five- and ten- year periods ended December 31, 2012, it outperformed for the one- year
period ended December 31, 2012.
Costs and Profitability
The Board considered the costs of services provided and profits estimated to have been realized by GWCM from its relationship with the Funds. With
respect to the costs of services, the Board considered the unified investment management fee structure of the Funds and the level of the investment management fee payable by the Funds. In evaluating the management fee and total expense ratio of the
Funds Initial Class, the Board considered the fees payable by and the total expense ratios of a peer group of funds managed by other investment advisers, as determined by GWCM based on each Funds Morningstar category, and of the entire
Morningstar peer universe. Specifically, the Board considered each Funds management fee as provided in the Advisory Agreement (the Contractual Management Fee) and each Funds management fee less certain non-management expenses
such as audit and legal expenses (the Management Fee Less Non-Management Expenses) in comparison to the contractual management fees of the peer group of funds, and each Funds total expense ratio including
underlying fund fees and expenses in comparison to the peer group funds total expense ratios including underlying fund fees and expenses. The Board also considered each Funds total
expense ratio in comparison to the average and median expense ratios for all funds in the peer group and peer universe.
Based on the information
provided, the Board noted that for the Great-West Aggressive Profile I Fund, the Funds Contractual Management Fee and Management Fee Less Non-Management Expenses were lower than the average and greater than the median contractual management
fee of its peer group of funds. The Board also noted that the Funds total annual operating expense ratio was lower than the average and median total annual operating expense ratio of its peer group and peer universe and in the first quartile
of its peer group (with the first quartile being the lowest expenses and the fourth quartile being the highest expenses).
For the Great-West
Moderately Aggressive Profile I Fund, the Board noted that the Funds Contractual Management Fee and Management Fee Less Non-Management Expenses were greater than the average and the median contractual management fee of its peer group of funds.
However, the Board noted that the Funds total annual operating expense ratio was lower than the median total annual operating expense ratio of its peer group, lower than the average and median total operating expense ratio of its peer universe
of funds and in the second quartile of its peer group.
For the Great-West Moderate Profile I Fund, the Board noted that the Funds Contractual
Management Fee and Management Fee Less Non-Management Expenses were higher than the average and median contractual management fee of its peer group of funds. The Board also noted that the Funds total annual operating expense ratio was lower
than the average and median total annual operating expense ratio of its peer group and peer universe of funds and in the second quartile of its peer group.
For the Great-West Moderately Conservative Profile I Fund, the Board noted that, although the Funds Contractual Management Fee was greater than
the average and the median contractual management fee of its peer group of funds, the Funds Management Fee Less Non-Management Expenses was lower than the average and median contractual management fee of its peer group of Funds. The Board
further considered that the Funds total annual operating expense ratio was lower than the average and median total annual operating expense ratio of its peer group and in the second quartile of its peer group.
For the Great-West Conservative Profile Fund I, the Board noted that, although the Funds Contractual Management Fee was greater than the average
and the median contractual management fee of its peer group of funds, the Funds Management Fee Less Non-Management Expenses was lower than the average and median contractual management fee of its peer group of Funds. The Board further
considered that the Funds total annual operating expense ratio was lower than average and the median total annual operating expense ratio of its peer group and peer universe of funds and in the second quartile of its peer group.
The Board also received information regarding the fees charged by GWCM to separate accounts and other products managed by GWCM and noted that the funds
within Great-West Funds have higher advisory fees than the separate accounts and other products managed by GWCM because of the increased regulatory and compliance requirements of the funds and the differences in the range of services provided to the
funds and to such other clients.
The Board further considered the overall financial soundness of GWCM and the profits estimated to have been
realized by GWCM and its affiliates. The Board reviewed the financial statements and profitability information from GWCM. In evaluating the information provided by GWCM, the Board noted that there is no recognized standard or uniform methodology for
determining profitability for this purpose. The Board noted that there are limitations inherent in allocating costs and calculating profitability for an organization such as GWCM, and that it is difficult to make comparisons of profitability between
advisers because comparative information is not generally publicly available. The Board also reviewed GWCMs profitability information compared against the revenues of certain publicly-traded advisers to fund complexes and considered that while
GWCMs profitability is reasonable, profitability information is affected by numerous factors, including the advisers organization, capital structure and cost of capital, the types of funds it manages, its mix of business, and the
advisers 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 GWCM were reasonable in
relation to the nature, extent and quality of the services provided.
Economies of Scale
The Board considered the extent to which economies of scale may be realized as the Funds grow and whether current fee levels reflect these economies of
scale for the benefit of investors. In evaluating economies of scale, the Board considered, among other things, the current level of management fees payable by the Funds, comparative fee information, the profitability and financial condition of
GWCM, and the current level of Fund assets. Based on the information provided, the Board concluded that, although there were no current breakpoints in the management fee, any economies of scale currently being realized were appropriately being
reflected in the management fee paid by the Funds.
Other Factors
The Board considered ancillary benefits derived or to be derived by GWCM from its relationship with the Fund as part of the total mix of information
evaluated by the Board. The Board noted where services were provided to the Funds by an affiliate of GWCM. The Board took into account the fact that the Funds are used as a funding vehicle under variable life and annuity contracts offered by
insurance companies affiliated with GWCM and as a funding vehicle under retirement plans for which affiliates of GWCM may provide various retirement plan services. Additionally, the Board considered the extent to which GWCMs 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 each Funds management fees were
reasonable, taking into account any ancillary benefits derived by GWCM.
Conclusion
Based upon all of the information considered and the conclusions reached, the Board determined that the terms of the Agreements continue to be fair and
reasonable and that the continuation of the Agreements is in the best interests of the Funds.