Great-West Stock Index Fund

N-CSR 1 d866336dncsr.htm GREAT-WEST STOCK INDEX FUND Great-West Stock Index Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-03364

GREAT-WEST FUNDS, INC.

(Exact name of registrant as specified in charter)

8515 E. Orchard Road, Greenwood Village, Colorado 80111

(Address of principal executive offices)

Charles P. Nelson

President and Chief Executive Officer

Great-West Funds, Inc.

8515 E. Orchard Road

Greenwood Village, Colorado 80111

(Name and address of agent for service)

Registrant’s telephone number, including area code: (866) 831-7129

Date of fiscal year end: December 31

Date of reporting period: December 31, 2014

ITEM 1.

REPORTS TO STOCKHOLDERS

GREAT-WEST FUNDS, INC.

Great-West Stock Index Fund (Initial Class)

Annual Report

December 31, 2014

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 Fund. Such offering is made only by the prospectus of the Fund, which includes details as to offering price and other information.

Management Discussion

Global stocks rose for the third year in a row, advancing amid healthy corporate earnings, resurgent M&A activity and massive central bank stimulus measures. Defensive stocks generally outpaced cyclical sectors as shares of utilities and health care companies posted double-digit gains. Late in the year, sharply falling oil prices hurt energy stocks and the economies of oil-producing nations. The U.S. dollar posted strong gains, rising against the euro, the yen and most other currencies. Despite the gains, volatility was high during certain periods. In October, for example, the Chicago Board Options Exchange Market Volatility Index (“VIX”) spiked to its highest level since June 2012, when the sovereign debt crisis in Europe was at its height, while Russia-Ukraine tensions and a selloff in U.S. biotech stocks caused volatility to spike early in the year. Geopolitics, too, were a major driver of volatility this year. Hurt by unusually harsh winter weather, the U.S. economy began 2014 on shaky ground with a surprise 2.1% contraction in first-quarter gross domestic product (“GDP”). But economic activity picked up as the year wore on: GDP growth for the second and third quarters was 4.6% and 5.0%, respectively — the fastest six-month pace in more than a decade. European Central Bank President Mario Draghi vowed to sharply increase the bank’s balance sheet to as high as €3 trillion or more in the coming months in an effort to spur lending activity and jump-start the economy. European stocks and bonds rallied on the aggressive stimulus plans, which were opposed by German leaders, but nonetheless widely supported elsewhere in the eurozone. The yen depreciated sharply in the second half of the year as the Japanese economy continued to struggle in the wake of April’s sales tax increase. Weak economic data stoked fears that it would be difficult for the nation to achieve its 2% inflation target by 2015, prompting Japanese Prime Minister Shinzō Abe to call a snap election for December and postpone a planned sales tax hike by 18 months. The Bank of Japan surprised observers in late October by announcing it would significantly expand its quantitative easing program.

For the 12 month period ended December 31, 2014, the Great-West Stock Index Fund (Initial Class shares) returned 12.76% net of fees. The S&P 900^® Index increased 13. 35% on a total return basis. The S&P 900^® Index outperformed the small cap space with the Russell 2000^® and S&P 600^® indexes ending the year 4.89% and 5.76% higher, respectively. U.S. stocks rose for the sixth straight year, with the large cap stocks closing near record levels. Equities were aided by the strengthening U.S. economy, the liquidity provided by the Federal Reserve’s quantitative easing program, and the Federal Reserve’s promise to keep interest rates low. Nine of ten S&P 500^® Index economic sectors rose, led by utilities and health care, while energy fell 10%.

The views and opinions in this report were current as of December 31, 2014 and are subject to change at any time. They are not guarantees of performance or investment results and should not be taken as investment advice. Fund holdings are subject to change at any time. Fund returns are net of fees unless otherwise noted.

Growth of $10,000

This graph compares the value of a hypothetical $10,000 investment in the Fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records) with the performance of the Fund’s benchmark index. Results include the reinvestment of all dividends and capital gains distributions. Past performance is no guarantee of future results. The graph does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance does not include any fees or expenses of variable insurance contracts, individual retirement accounts (“IRA(s)”), qualified retirement plans or college savings programs. If such fees and expenses were included, returns would be lower.


Year	Fund (Initial Class)	Composite Index*	S&P 500^® Index	S&P MidCap 400^® Index
	10,000.00	10,000.00	10,000.00	10,000.00
2005	10,502.00	10,558.77	10,491.00	11,256.00
2006	12,044.74	12,175.18	12,147.95	12,417.39
2007	12,663.84	12,872.13	12,815.36	13,408.18
2008	7,945.30	8,121.48	8,073.93	8,550.26
2009	10,071.46	10,350.45	10,210.29	11,746.35
2010	11,630.52	12,014.17	11,748.31	14,875.58
2011	11,771.25	12,227.42	11,996.20	14,618.23
2012	13,600.50	14,205.89	13,915.59	17,231.97
2013	17,913.97	18,822.34	18,422.59	23,004.74
2014	20,199.31	21,334.44	20,944.37	25,251.91

*The composite index reflects the performance of the S&P 500^® Index and S&P MidCap 400^® Index, weighted according to their pro rata share of the market. The composite index is rebalanced monthly to account for the Fund’s target asset allocations. The composite index in shareholder reports prior to December 31, 2013 was not rebalanced monthly, and as a result, returns for the composite index would have been different.

Average Annual Total Returns for the Periods Ended December 31, 2014


	One Year	Five Years	Ten Years
Initial Class	12.76%	14.93%	7.28%

Results include the reinvestment of all dividends and capital gains distributions. Past performance is no guarantee of future results. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs. If such fees and expenses were included, returns would be lower.

Summary of Investments by Sector as of December 31, 2014


Sector		% of Fund Investments
Consumer, Non-cyclical		22.05%
Financial		17.37
Technology		13.12
Industrial		11.01
Communications		10.74
Consumer, Cyclical		10.20
Energy		8.02
Utilities		3.34
Basic Materials		3.06
Diversified		0.04
Short Term Investments		1.05
Total		100.00%

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund 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 (July 1, 2014 to December 31, 2014 (July 1, 2014 to December 31, 2014).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’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 Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


	Beginning Account Value	Ending Account Value	Expenses Paid During Period
	(07/01/14)	(12/31/14)	(07/01/14 – 12/31/14)*

Actual	$1,000.00	$1,055.06	$3.08

Hypothetical (5% return before expenses)	$1,000.00	$1,022.21	$3.03

*Expenses are equal to the Fund’s annualized expense ratio of 0.60% for the Initial Class shares, multiplied by the average account value over the period, multiplied by 184/365 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.

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

COMMON STOCK
Basic Materials — 3.06%
2,904	Air Products & Chemicals Inc	$	418,844
1,065	Airgas Inc		122,667
1,198	Albemarle Corp		72,036
17,767	Alcoa Inc		280,541
1,580	Allegheny Technologies Inc		54,937
974	Ashland Inc		116,646
935	Cabot Corp		41,009
835	Carpenter Technology Corp		41,124
772	CF Industries Holdings Inc		210,401
2,502	Cliffs Natural Resources Inc^(a)		17,864
2,026	Commercial Metals Co		33,004
479	Compass Minerals International Inc		41,592
1,200	Cytec Industries Inc		55,404
950	Domtar Corp		38,209
16,669	Dow Chemical Co		760,273
2,279	Eastman Chemical Co		172,885
4,151	Ecolab Inc		433,862
13,651	EI du Pont de Nemours & Co		1,009,355
1,985	FMC Corp		113,205
15,766	Freeport-McMoRan Copper & Gold Inc		368,294
1,278	International Flavors & Fragrances Inc		129,538
6,457	International Paper Co		345,966
6,234	LyondellBasell Industries NV Class A		494,917
2,667	MeadWestvaco Corp		118,388
601	Minerals Technologies Inc		41,739
7,290	Monsanto Co		870,936
4,678	Mosaic Co		213,551
168	NewMarket Corp		67,793
7,408	Newmont Mining Corp		140,011
4,808	Nucor Corp		235,832
1,403	Olin Corp		31,946
1,549	PolyOne Corp		58,723
2,089	PPG Industries Inc		482,872
4,382	Praxair Inc		567,732
1,270	Reliance Steel & Aluminum Co		77,813
1,019	Royal Gold Inc		63,891
1,968	RPM International Inc		99,797
651	Sensient Technologies Corp		39,281
1,255	Sherwin-Williams Co		330,115
1,794	Sigma-Aldrich Corp		246,262
3,505	Steel Dynamics Inc		69,189
2,332	United States Steel Corp		62,358
1,147	Valspar Corp		99,193
848	Worthington Industries Inc		25,516

			9,315,511


Communications — 10.74%
973	Alliance Data Systems Corp^(b)		278,327
5,732	Amazon.com Inc^(b)		1,778,926
829	AMC Networks Inc Class A^(b)		52,865
1,322	AOL Inc^(b)		61,037
1,855	ARRIS Group Inc^(b)		56,002
78,375	AT&T Inc^(c)		2,632,616


Shares		Fair Value

Communications — (continued)
3,324	Cablevision Systems Corp Class A^(a)	$	68,607
7,134	CBS Corp Class B		394,796
8,496	CenturyLink Inc		336,272
1,525	Ciena Corp^(b)		29,600
77,237	Cisco Systems Inc		2,148,347
38,914	Comcast Corp Class A		2,257,401
7,684	DIRECTV^(b)		666,203
2,358	Discovery Communications Inc Class A^(b)		81,233
4,019	Discovery Communications Inc Class C^(b)		135,521
17,186	eBay Inc^(b)		964,478
829	Equinix Inc		187,959
1,573	Expedia Inc		134,271
1,096	F5 Networks Inc^(b)		142,990
31,591	Facebook Inc Class A^(b)(c)		2,464,730
564	FactSet Research Systems Inc		79,383
1,921	Fortinet Inc^(b)		58,898
14,318	Frontier Communications Corp		95,501
3,402	Gannett Co Inc		108,626
4,305	Google Inc Class A^(b)(c)		2,284,491
4,301	Google Inc Class C^(b)		2,264,046
1,647	Harris Corp		118,288
430	InterDigital Inc		22,747
6,304	Interpublic Group of Cos Inc		130,934
3,138	JDS Uniphase Corp^(b)		43,053
708	John Wiley & Sons Inc Class A		41,942
5,626	Juniper Networks Inc		125,572
4,242	Level 3 Communications Inc^(b)		209,470
626	Meredith Corp		34,004
3,293	Motorola Solutions Inc		220,894
909	Netflix Inc^(b)		310,524
685	NeuStar Inc Class A^(a)(b)		19,043
1,780	New York Times Co Class A		23,532
7,643	News Corp Class A^(b)		119,919
4,932	Nielsen NV		220,608
3,789	Omnicom Group Inc		293,534
539	Plantronics Inc		28,578
2,010	Polycom Inc^(b)		27,135
798	Priceline Group Inc^(b)		909,888
8,831	RF Micro Devices Inc^(a)(b)		146,506
1,624	Scripps Networks Interactive Inc Class A		122,238
10,242	Symantec Corp		262,759
1,429	Telephone & Data Systems Inc		36,082
1,790	Time Inc		44,052
4,232	Time Warner Cable Inc		643,518
12,781	Time Warner Inc		1,091,753
1,719	TripAdvisor Inc^(b)		128,341
28,264	Twenty-First Century Fox Inc Class A		1,085,479
1,642	VeriSign Inc^(a)(b)		93,594
62,713	Verizon Communications Inc^(c)		2,933,714
5,694	Viacom Inc Class B		428,474
23,565	Walt Disney Co		2,219,587
9,638	Windstream Holdings Inc^(a)		79,417

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

Communications — (continued)
13,433	Yahoo! Inc^(b)	$	678,501

			32,656,806


Consumer, Cyclical — 10.21%
1,192	Abercrombie & Fitch Co Class A^(a)		34,139
1,129	Advance Auto Parts Inc		179,827
1,889	Alaska Air Group Inc		112,887
2,512	American Eagle Outfitters Inc^(a)		34,867
656	Ann Inc^(b)		23,931
1,917	Ascena Retail Group Inc^(b)		24,078
1,137	AutoNation Inc^(b)		68,686
492	AutoZone Inc^(b)		304,602
2,754	Bed Bath & Beyond Inc^(b)		209,772
4,387	Best Buy Co Inc		171,005
739	Big Lots Inc		29,575
3,552	BorgWarner Inc		195,182
1,052	Brinker International Inc		61,742
1,308	Brunswick Corp		67,048
641	Cabela’s Inc Class A^(b)		33,787
3,264	CarMax Inc^(b)		217,317
6,977	Carnival Corp		316,267
874	Carter’s Inc		76,309
799	Cheesecake Factory Inc		40,198
2,491	Chico’s FAS Inc		40,379
469	Chipotle Mexican Grill Inc^(b)		321,035
1,737	Cinemark Holdings Inc		61,803
4,166	Coach Inc		156,475
1,896	Copart Inc^(b)		69,185
6,669	Costco Wholesale Corp		945,331
1,160	CST Brands Inc		50,588
17,304	CVS Health Corp		1,666,548
1,910	Darden Restaurants Inc		111,983
478	Deckers Outdoor Corp^(b)		43,517
4,577	Delphi Automotive PLC		332,840
12,788	Delta Air Lines Inc		629,042
1,416	Dick’s Sporting Goods Inc		70,304
4,512	Dollar General Corp^(b)		318,998
3,057	Dollar Tree Inc^(b)		215,152
888	Domino’s Pizza Inc		83,623
4,683	DR Horton Inc		118,433
1,133	DreamWorks Animation SKG Inc Class A^(b)		25,300
1,417	Family Dollar Stores Inc		112,241
4,207	Fastenal Co^(a)		200,085
2,178	Foot Locker Inc		122,360
57,954	Ford Motor Co		898,287
627	Fossil Group Inc^(a)(b)		69,434
1,821	GameStop Corp Class A^(a)		61,550
4,190	Gap Inc		176,441
20,261	General Motors Co		707,312
2,336	Genuine Parts Co		248,948
4,342	Goodyear Tire & Rubber Co		124,051
797	Guess? Inc		16,801
1,483	Hanesbrands Inc		165,533
3,173	Harley-Davidson Inc		209,132
1,024	Harman International Industries Inc		109,271
1,677	Hasbro Inc		92,218
812	Herman Miller Inc		23,897


Shares		Fair Value

Consumer, Cyclical — (continued)
788	HNI Corp	$	40,235
19,902	Home Depot Inc		2,089,113
424	HSN Inc		32,224
2,260	Ingram Micro Inc Class A^(b)		62,466
3,480	International Game Technology		60,030
425	International Speedway Corp Class A		13,451
2,827	Jarden Corp^(b)		135,357
5,104	JC Penney Co Inc^(a)(b)		33,074
3,198	JetBlue Airways Corp^(a)(b)		50,720
9,980	Johnson Controls Inc		482,433
2,068	Kate Spade & Co^(b)		66,197
1,482	KB Home^(a)		24,527
3,119	Kohl’s Corp		190,384
3,738	L Brands Inc		323,524
2,074	Leggett & Platt Inc		88,373
2,737	Lennar Corp Class A		122,645
487	Life Time Fitness Inc^(b)		27,574
4,493	LKQ Corp^(b)		126,343
14,659	Lowe’s Cos Inc		1,008,539
5,259	Macy’s Inc		345,779
3,159	Marriott International Inc Class A		246,497
5,291	Mattel Inc		163,730
14,682	McDonald’s Corp		1,375,703
726	MDC Holdings Inc^(a)		19,217
3,164	Michael Kors Holdings Ltd^(b)		237,616
962	Mohawk Industries Inc^(b)		149,456
745	MSC Industrial Direct Co Inc Class A^(a)		60,531
4,064	Newell Rubbermaid Inc		154,798
10,515	NIKE Inc Class B		1,011,017
2,109	Nordstrom Inc		167,434
62	NVR Inc^(b)		79,071
1,542	O’Reilly Automotive Inc^(b)		297,020
8,117	Office Depot Inc^(b)		69,603
1,060	Oshkosh Corp		51,569
5,365	PACCAR Inc		364,874
383	Panera Bread Co Class A^(a)(b)		66,948
1,486	PetSmart Inc		120,804
946	Polaris Industries Inc		143,073
4,943	PulteGroup Inc		106,077
1,291	PVH Corp		165,468
889	Ralph Lauren Corp		164,607
3,238	Ross Stores Inc		305,214
2,544	Royal Caribbean Cruises Ltd		209,702
626	Scotts Miracle-Gro Co Class A		39,012
1,216	Signet Jewelers Ltd		159,989
10,245	Southwest Airlines Co		433,568
9,424	Staples Inc		170,763
11,269	Starbucks Corp		924,622
2,633	Starwood Hotels & Resorts Worldwide Inc		213,457
9,626	Target Corp		730,710
855	Tempur Sealy International Inc^(b)		46,948
721	Thor Industries Inc		40,282
1,743	Tiffany & Co		186,257
10,531	TJX Cos Inc		722,216
2,479	Toll Brothers Inc^(b)		84,955
2,010	Tractor Supply Co		158,428
853	Tupperware Brands Corp		53,739

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

Consumer, Cyclical — (continued)
2,463	Under Armour Inc Class A^(b)	$	167,238
1,641	Urban Outfitters Inc^(b)		57,648
5,272	VF Corp		394,873
23,852	Wal-Mart Stores Inc		2,048,410
13,258	Walgreens Boots Alliance Inc		1,010,260
405	Watsco Inc		43,335
3,538	Wendy’s Co		31,948
1,187	Whirlpool Corp		229,969
1,346	Williams-Sonoma Inc		101,865
970	World Fuel Services Corp		45,522
937	WW Grainger Inc		238,832
1,937	Wyndham Worldwide Corp		166,117
1,266	Wynn Resorts Ltd		188,330
6,669	Yum! Brands Inc		485,837

			31,027,463


Consumer, Non-cyclical — 22.05%
725	Aaron’s Inc		22,163
22,888	Abbott Laboratories		1,030,418
24,047	AbbVie Inc		1,573,636
4,022	Actavis PLC^(b)		1,035,303
2,578	ADT Corp^(a)		93,401
5,310	Aetna Inc		471,687
2,969	Alexion Pharmaceuticals Inc^(b)		549,354
993	Align Technology Inc^(b)		55,519
4,521	Allergan Inc		961,119
29,824	Altria Group Inc		1,469,429
3,168	AmerisourceBergen Corp		285,627
11,485	Amgen Inc		1,829,446
4,051	Anthem Inc		509,089
1,546	Apollo Education Group Inc Class A^(b)		52,734
9,676	Archer-Daniels-Midland Co		503,152
7,223	Automatic Data Processing Inc		602,182
1,510	Avery Dennison Corp		78,339
7,171	Avon Products Inc		67,336
8,133	Baxter International Inc		596,068
2,905	Becton Dickinson & Co		404,260
287	Bio-Rad Laboratories Inc Class A^(b)		34,601
524	Bio-Techne Corp		48,418
3,596	Biogen Idec Inc^(b)		1,220,662
20,399	Boston Scientific Corp^(b)		270,287
25,032	Bristol-Myers Squibb Co		1,477,639
2,368	Brown-Forman Corp Class B		208,005
2,745	Campbell Soup Co^(a)		120,780
5,032	Cardinal Health Inc		406,233
3,013	CareFusion Corp^(b)		178,791
2,473	CDK Global Inc		100,799
12,049	Celgene Corp^(b)		1,347,801
893	Centene Corp^(b)		92,738
660	Charles River Laboratories International Inc^(b)		42,002
1,984	Church & Dwight Co Inc		156,359
3,995	Cigna Corp		411,125
1,507	Cintas Corp		118,209
1,935	Clorox Co		201,646
59,560	Coca-Cola Co^(c)		2,514,623
3,515	Coca-Cola Enterprises Inc		155,433


Shares		Fair Value

Consumer, Non-cyclical — (continued)
13,062	Colgate-Palmolive Co	$	903,760
1,699	Community Health Systems Inc^(b)		91,610
6,401	ConAgra Foods Inc		232,228
2,602	Constellation Brands Inc Class A^(b)		255,438
719	Cooper Cos Inc		116,543
589	Corporate Executive Board Co		42,720
792	Covance Inc^(b)		82,241
6,793	Covidien PLC		694,788
1,113	CR Bard Inc		185,448
1,206	Cubist Pharmaceuticals Inc^(b)		121,384
2,702	DaVita HealthCare Partners Inc^(b)		204,649
1,579	Dean Foods Co		30,601
775	Deluxe Corp		48,244
2,156	DENTSPLY International Inc		114,850
872	DeVry Education Group Inc		41,394
2,906	Dr Pepper Snapple Group Inc		208,302
1,580	Edwards Lifesciences Corp^(b)		201,260
14,766	Eli Lilly & Co		1,018,706
2,327	Endo International PLC^(b)		167,823
1,825	Equifax Inc		147,588
3,330	Estee Lauder Cos Inc Class A		253,746
11,053	Express Scripts Holding Co^(b)		935,858
2,512	Flowers Foods Inc		48,205
575	FTI Consulting Inc^(b)		22,212
1,345	Gartner Inc Class A^(b)		113,262
9,054	General Mills Inc		482,850
22,868	Gilead Sciences Inc^(b)		2,155,538
1,092	Global Payments Inc		88,157
63	Graham Holdings Co Class B		54,414
4,160	H&R Block Inc		140,109
1,456	Hain Celestial Group Inc^(b)		84,870
710	Halyard Health Inc^(b)		32,284
1,073	Health Net Inc^(b)		57,438
1,260	Henry Schein Inc^(b)		171,549
2,303	Hershey Co		239,351
844	Hill-Rom Holdings Inc		38,503
1,251	HMS Holdings Corp^(b)		26,446
3,778	Hologic Inc^(b)		101,024
2,008	Hormel Foods Corp		104,617
2,495	Hospira Inc^(b)		152,819
2,332	Humana Inc		334,945
678	IDEXX Laboratories Inc^(b)		100,527
1,051	Ingredion Inc		89,167
549	Intuitive Surgical Inc^(b)		290,388
1,583	JM Smucker Co		159,851
42,324	Johnson & Johnson^(c)		4,425,821
3,747	Kellogg Co		245,204
1,893	Keurig Green Mountain Inc		250,624
5,681	Kimberly-Clark Corp		656,383
9,016	Kraft Foods Group Inc		564,943
7,316	Kroger Co		469,760
1,285	Laboratory Corp of America Holdings^(b)		138,652
269	Lancaster Colony Corp		25,189
616	LifePoint Hospitals Inc^(b)		44,297
2,203	Live Nation Entertainment Inc^(b)		57,520
5,446	Lorillard Inc		342,771
1,776	Mallinckrodt PLC^(b)		175,877
1,149	ManpowerGroup Inc		78,327

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

Consumer, Non-cyclical — (continued)
14,780	MasterCard Inc Class A	$	1,273,445
1,981	McCormick & Co Inc		147,188
4,168	McGraw Hill Financial Inc		370,869
3,484	McKesson Corp		723,209
3,055	Mead Johnson Nutrition Co Class A		307,150
1,580	MEDNAX Inc^(b)		104,454
14,910	Medtronic Inc		1,076,502
43,073	Merck & Co Inc^(c)		2,446,116
2,501	Molson Coors Brewing Co Class B		186,375
25,306	Mondelez International Inc Class A		919,241
2,135	Monster Beverage Corp^(b)		231,327
2,732	Moody’s Corp		261,753
5,709	Mylan Inc^(b)		321,816
1,514	Omnicare Inc		110,416
1,112	Owens & Minor Inc		39,042
1,138	Patterson Cos Inc		54,738
22,605	PepsiCo Inc		2,137,529
2,144	Perrigo Co PLC		358,391
95,223	Pfizer Inc^(c)		2,966,197
23,462	Philip Morris International Inc		1,910,980
581	Post Holdings Inc^(b)		24,338
40,850	Procter & Gamble Co^(c)		3,721,027
3,493	Quanta Services Inc^(b)		99,166
2,157	Quest Diagnostics Inc		144,648
1,119	Regeneron Pharmaceuticals Inc^(b)		459,070
665	Rent-A-Center Inc		24,153
2,100	ResMed Inc^(a)		117,726
4,752	Reynolds American Inc		305,411
2,123	Robert Half International Inc		123,941
951	Rollins Inc		31,478
3,198	RR Donnelley & Sons Co^(a)		53,742
3,394	Safeway Inc^(a)		119,197
960	Salix Pharmaceuticals Ltd^(b)		110,342
2,081	SEI Investments Co		83,323
3,185	Service Corp International		72,300
796	Sirona Dental Systems Inc^(b)		69,547
967	Sotheby’s		41,755
4,230	St Jude Medical Inc		275,077
819	STERIS Corp		53,112
4,471	Stryker Corp		421,749
2,992	SUPERVALU Inc^(b)		29,022
9,074	Sysco Corp		360,147
621	Teleflex Inc		71,303
1,597	Tenet Healthcare Corp^(b)		80,920
934	Thoratec Corp^(b)		30,318
145	Tootsie Roll Industries Inc^(a)		4,444
2,529	Total System Services Inc		85,885
1,052	Towers Watson & Co Class A		119,055
638	TreeHouse Foods Inc^(b)		54,568
4,424	Tyson Foods Inc Class A		177,358
795	United Natural Foods Inc^(b)		61,473
1,431	United Rentals Inc^(b)		145,976
708	United Therapeutics Corp^(b)		91,679
14,483	UnitedHealth Group Inc		1,464,086
1,385	Universal Health Services Inc Class B		154,095
1,550	Varian Medical Systems Inc^(b)		134,091


Shares		Fair Value

Consumer, Non-cyclical — (continued)
1,380	VCA Antech Inc^(b)	$	67,303
3,560	Vertex Pharmaceuticals Inc^(b)		422,928
713	WellCare Health Plans Inc^(b)		58,509
7,846	Western Union Co		140,522
547	WEX Inc^(b)		54,109
2,652	WhiteWave Foods Co Class A^(b)		92,793
5,354	Whole Foods Market Inc		269,949
2,589	Zimmer Holdings Inc		293,644
7,567	Zoetis Inc		325,608

			67,047,113


Diversified — 0.04%
4,934	Leucadia National Corp		110,620


Energy — 8.02%
7,597	Anadarko Petroleum Corp		626,753
5,799	Apache Corp		363,423
1,016	Atwood Oceanics Inc		28,824
6,468	Baker Hughes Inc		362,661
6,347	Cabot Oil & Gas Corp		187,935
4,748	California Resources Corp^(b)		26,161
3,016	Cameron International Corp^(b)		150,649
306	CARBO Ceramics Inc^(a)		12,255
8,049	Chesapeake Energy Corp		157,519
28,572	Chevron Corp^(c)		3,205,207
1,379	Cimarex Energy Co		146,174
18,732	ConocoPhillips		1,293,632
3,501	CONSOL Energy Inc		118,369
5,236	Denbury Resources Inc^(a)		42,569
5,820	Devon Energy Corp		356,242
1,038	Diamond Offshore Drilling Inc^(a)		38,105
1,149	Dresser-Rand Group Inc^(b)		93,988
592	Dril-Quip Inc^(b)		45,424
1,130	Energen Corp		72,049
3,700	Ensco PLC Class A		110,815
8,239	EOG Resources Inc		758,565
2,256	EQT Corp		170,779
64,044	Exxon Mobil Corp^(c)		5,920,868
3,628	FMC Technologies Inc^(b)		169,936
1,395	Gulfport Energy Corp^(b)		58,227
12,930	Halliburton Co		508,537
1,664	Helix Energy Solutions Group Inc^(b)		36,109
1,702	Helmerich & Payne Inc		114,749
3,955	Hess Corp		291,958
3,148	HollyFrontier Corp		117,987
25,892	Kinder Morgan Inc		1,095,491
10,377	Marathon Oil Corp		293,565
4,289	Marathon Petroleum Corp		387,125
2,675	Murphy Oil Corp		135,141
624	Murphy USA Inc^(b)		42,969
4,296	Nabors Industries Ltd		55,762
6,526	National Oilwell Varco Inc		427,649
2,043	Newfield Exploration Co^(b)		55,406
3,890	Noble Corp PLC		64,457
5,589	Noble Energy Inc		265,086
1,714	NOW Inc^(a)(b)		44,101
11,681	Occidental Petroleum Corp		941,605

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

Energy — (continued)
1,608	Oceaneering International Inc	$	94,567
818	Oil States International Inc^(b)		40,000
3,095	ONEOK Inc		154,100
2,327	Patterson-UTI Energy Inc		38,605
4,147	Peabody Energy Corp^(a)		32,098
8,324	Phillips 66		596,831
2,268	Pioneer Natural Resources Co		337,592
2,661	QEP Resources Inc		53,805
2,632	Range Resources Corp		140,680
886	Rosetta Resources Inc^(b)		19,767
1,950	Rowan Cos PLC Class A		45,474
19,425	Schlumberger Ltd		1,659,089
1,023	SM Energy Co		39,467
5,455	Southwestern Energy Co^(b)		148,867
10,163	Spectra Energy Corp		368,917
2,407	Superior Energy Services Inc		48,501
1,867	Tesoro Corp		138,812
5,033	Transocean Ltd^(a)		92,255
643	Unit Corp^(b)		21,926
7,890	Valero Energy Corp		390,555
1,142	Western Refining Inc		43,145
10,213	Williams Cos Inc		458,972
3,040	WPX Energy Inc^(b)		35,355

			24,394,206


Financial — 17.37%
5,000	Ace Ltd		574,400
842	Affiliated Managers Group Inc^(b)		178,706
6,864	Aflac Inc		419,322
588	Alexander & Baldwin Inc		23,085
1,098	Alexandria Real Estate Equities Inc REIT		97,437
232	Alleghany Corp^(b)		107,532
6,283	Allstate Corp		441,381
1,538	American Campus Communities Inc REIT		63,612
13,419	American Express Co		1,248,504
1,089	American Financial Group Inc		66,124
21,108	American International Group Inc		1,182,259
6,017	American Tower Corp REIT		594,780
2,793	Ameriprise Financial Inc		369,374
4,341	Aon PLC		411,657
2,199	Apartment Investment & Management Co REIT Class A		81,693
2,470	Arthur J Gallagher & Co		116,288
950	Aspen Insurance Holdings Ltd		41,581
2,340	Associated Banc-Corp		43,594
982	Assurant Inc		67,198
1,723	Astoria Financial Corp		23,019
2,010	AvalonBay Communities Inc REIT		328,414
1,535	BancorpSouth Inc		34,553
158,917	Bank of America Corp^(c)		2,843,025
614	Bank of Hawaii Corp		36,416
17,196	Bank of New York Mellon Corp		697,642
11,027	BB&T Corp		428,840
27,571	Berkshire Hathaway Inc Class B^(b)(c)		4,139,786
2,811	BioMed Realty Trust Inc REIT		60,549
1,926	BlackRock Inc Class A		688,661


Shares		Fair Value

Financial — (continued)
2,339	Boston Properties Inc REIT	$	301,006
1,676	Brown & Brown Inc		55,157
1,325	Camden Property Trust REIT		97,838
8,360	Capital One Financial Corp		690,118
1,089	Cathay General Bancorp		27,868
1,382	CBOE Holdings Inc		87,646
4,305	CBRE Group Inc Class A^(b)		147,446
17,395	Charles Schwab Corp		525,155
3,589	Chubb Corp		371,354
2,308	Cincinnati Financial Corp		119,624
45,770	Citigroup Inc^(c)		2,476,615
707	City National Corp		57,133
4,839	CME Group Inc		428,977
2,868	Comerica Inc		134,337
1,233	Commerce Bancshares Inc		53,623
1,532	CoreLogic Inc^(b)		48,396
1,425	Corporate Office Properties Trust REIT		40,427
1,775	Corrections Corp of America REIT		64,503
5,122	Crown Castle International Corp REIT		403,101
851	Cullen/Frost Bankers Inc		60,115
6,912	Discover Financial Services		452,667
5,025	Duke Realty Corp REIT		101,505
4,496	E*TRADE Financial Corp^(b)		109,050
2,146	East West Bancorp Inc		83,072
1,857	Eaton Vance Corp		76,007
1,040	Equity One Inc REIT		26,374
5,510	Equity Residential REIT		395,838
957	Essex Property Trust Inc REIT		197,716
693	Everest Re Group Ltd		118,018
1,621	Extra Space Storage Inc REIT		95,055
1,002	Federal Realty Investment Trust REIT		133,727
1,577	Federated Investors Inc Class B		51,931
12,246	Fifth Third Bancorp		249,512
1,654	First American Financial Corp		56,071
3,133	First Horizon National Corp		42,546
5,644	First Niagara Financial Group Inc		47,579
2,513	FirstMerit Corp		47,471
5,870	Franklin Resources Inc		325,022
2,267	Fulton Financial Corp		28,020
9,358	General Growth Properties Inc REIT		263,241
7,656	Genworth Financial Inc Class A^(b)		65,076
6,108	Goldman Sachs Group Inc		1,183,914
1,245	Hancock Holding Co		38,221
646	Hanover Insurance Group Inc		46,073
6,422	Hartford Financial Services Group Inc		267,733
1,511	HCC Insurance Holdings Inc		80,869
7,006	HCP Inc REIT		308,474
4,960	Health Care Inc REIT		375,323
1,268	Highwoods Properties Inc REIT		56,147
838	Home Properties Inc REIT		54,973
2,425	Hospitality Properties Trust REIT		75,175
11,552	Host Hotels & Resorts Inc REIT		274,591
7,616	Hudson City Bancorp Inc		77,074
12,368	Huntington Bancshares Inc		130,111
1,717	Intercontinental Exchange Inc		376,521

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

Financial — (continued)
996	International Bancshares Corp	$	26,434
6,477	Invesco Ltd		255,971
2,851	Iron Mountain Inc REIT		110,220
2,045	Janus Capital Group Inc		32,986
718	Jones Lang LaSalle Inc		107,650
56,507	JPMorgan Chase & Co^(c)		3,536,208
766	Kemper Corp		27,660
13,075	KeyCorp		181,742
1,246	Kilroy Realty Corp REIT		86,061
6,239	Kimco Realty Corp REIT		156,848
1,164	Lamar Advertising Co REIT Class A		62,437
1,657	LaSalle Hotel Properties REIT		67,059
1,471	Legg Mason Inc		78,507
2,249	Liberty Property Trust REIT		84,630
3,851	Lincoln National Corp		222,087
4,641	Loews Corp		195,015
2,033	M&T Bank Corp		255,385
2,137	Macerich Co REIT		178,247
1,461	Mack-Cali Realty Corp REIT		27,847
8,151	Marsh & McLennan Cos Inc		466,563
627	Mercury General Corp		35,532
17,113	MetLife Inc		925,642
1,190	Mid-America Apartment Communities Inc REIT		88,869
23,062	Morgan Stanley		894,806
1,734	NASDAQ OMX Group Inc		83,163
1,823	National Retail Properties Inc REIT		71,771
6,350	Navient Corp		137,223
6,479	New York Community Bancorp Inc		103,664
3,307	Northern Trust Corp		222,892
3,636	Old Republic International Corp		53,195
2,068	Omega Healthcare Investors Inc REIT^(a)		80,797
1,562	PacWest Bancorp		71,009
4,281	People’s United Financial Inc		64,986
2,666	Plum Creek Timber Co Inc REIT		114,078
7,915	PNC Financial Services Group Inc		722,085
704	Potlatch Corp REIT		29,476
928	Primerica Inc		50,353
4,274	Principal Financial Group Inc		221,992
8,027	Progressive Corp		216,649
7,557	Prologis Inc REIT		325,178
974	Prosperity Bancshares Inc		53,921
1,181	Protective Life Corp		82,257
6,907	Prudential Financial Inc		624,807
2,197	Public Storage REIT		406,115
2,027	Raymond James Financial Inc		116,127
2,019	Rayonier Inc REIT		56,411
3,333	Realty Income Corp REIT^(a)		159,017
1,409	Regency Centers Corp REIT		89,866
21,285	Regions Financial Corp		224,770
1,021	Reinsurance Group of America Inc		89,460
642	RenaissanceRe Holdings Ltd		62,415
3,092	Senior Housing Properties Trust REIT^(a)		68,364
732	Signature Bank^(b)		92,203


Shares		Fair Value

Financial — (continued)
4,728	Simon Property Group Inc REIT	$	861,016
1,424	SL Green Realty Corp REIT		169,484
5,836	SLM Corp		59,469
596	StanCorp Financial Group Inc		41,637
6,262	State Street Corp		491,567
7,901	SunTrust Banks Inc		331,052
781	SVB Financial Group^(b)		90,651
1,929	Synovus Financial Corp		52,257
3,917	T Rowe Price Group Inc		336,314
1,486	Tanger Factory Outlet Centers Inc REIT		54,923
942	Taubman Centers Inc REIT		71,988
2,477	TCF Financial Corp		39,360
2,025	Torchmark Corp		109,694
4,973	Travelers Cos Inc Class A		526,392
915	Trustmark Corp		22,454
3,824	UDR Inc REIT		117,856
2,795	Umpqua Holdings Corp		47,543
3,771	Unum Group		131,532
26,984	US Bancorp		1,212,931
2,864	Valley National Bancorp^(a)		27,809
4,547	Ventas Inc REIT^(a)		326,020
7,376	Visa Inc Class A		1,933,987
2,663	Vornado Realty Trust REIT		313,462
1,399	Waddell & Reed Financial Inc Class A		69,698
1,323	Washington Federal Inc		29,304
2,520	Washington Prime Group Inc REIT		43,394
1,148	Webster Financial Corp		37,344
1,582	Weingarten Realty Investors REIT		55,243
71,369	Wells Fargo & Co^(c)		3,912,449
7,975	Weyerhaeuser Co REIT		286,223
1,513	WR Berkley Corp		77,556
3,933	XL Group PLC		135,177
2,955	Zions Bancorporation		84,247

			52,809,251


Industrial — 11.01%
9,672	3M Co		1,589,303
668	Acuity Brands Inc		93,567
2,329	AECOM Technology Corp^(b)		70,732
1,326	AGCO Corp		59,935
5,149	Agilent Technologies Inc		210,800
1,356	Allegion PLC		75,204
453	Alliant Techsystems Inc		52,661
3,656	AMETEK Inc		192,415
4,691	Amphenol Corp Class A		252,423
1,131	AO Smith Corp		63,800
988	AptarGroup Inc		66,038
1,470	Arrow Electronics Inc^(b)		85,098
2,160	Avnet Inc		92,923
1,560	B/E Aerospace Inc^(b)		90,511
2,013	Ball Corp		137,226
694	Belden Inc		54,694
1,658	Bemis Co Inc		74,958
9,999	Boeing Co		1,299,670
981	Carlisle Cos Inc		88,525
9,229	Caterpillar Inc		844,730

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

Industrial — (continued)
2,150	CH Robinson Worldwide Inc	$	161,014
696	CLARCOR Inc		46,381
770	Clean Harbors Inc^(a)(b)		36,999
1,133	Cognex Corp^(b)		46,827
974	Con-way Inc		47,901
19,295	Corning Inc		442,434
761	Crane Co		44,671
14,994	CSX Corp		543,233
2,553	Cummins Inc		368,066
9,174	Danaher Corp		786,304
5,368	Deere & Co		474,907
1,941	Donaldson Co Inc		74,981
2,570	Dover Corp		184,320
750	Eagle Materials Inc		57,023
7,217	Eaton Corp PLC		490,467
10,607	Emerson Electric Co		654,770
926	Energizer Holdings Inc		119,047
449	Esterline Technologies Corp^(b)		49,246
3,139	Exelis Inc		55,027
2,873	Expeditors International of Washington Inc		128,165
3,961	FedEx Corp		687,867
702	FEI Co		63,426
2,174	FLIR Systems Inc		70,242
2,028	Flowserve Corp		121,335
2,397	Fluor Corp		145,330
2,473	Fortune Brands Home & Security Inc		111,953
1,968	Garmin Ltd		103,969
671	GATX Corp		38,609
4,733	General Dynamics Corp		651,355
151,819	General Electric Co^(c)		3,836,466
812	Genesee & Wyoming Inc Class A^(b)		73,015
2,072	Gentex Corp		74,861
909	Graco Inc		72,884
518	Granite Construction Inc		19,694
480	Greif Inc Class A		22,670
1,406	Harsco Corp		26,559
11,916	Honeywell International Inc		1,190,647
877	Hubbell Inc Class B		93,690
744	Huntington Ingalls Industries Inc Class A		83,670
1,227	IDEX Corp		95,510
5,397	Illinois Tool Works Inc		511,096
4,050	Ingersoll-Rand PLC Class A		256,730
686	Itron Inc^(b)		29,011
1,518	ITT Corp		61,418
2,701	Jabil Circuit Inc		58,963
2,048	Jacobs Engineering Group Inc^(b)		91,525
1,349	JB Hunt Transport Services Inc		113,653
1,550	Joy Global Inc		72,106
1,644	Kansas City Southern		200,617
2,215	KBR Inc		37,544
1,354	Kennametal Inc		48,460
2,574	Keysight Technologies Inc^(b)		86,924
883	Kirby Corp^(b)		71,293
780	KLX Inc^(b)		32,175
1,450	Knowles Corp^(a)(b)		34,148
1,253	L-3 Communications Holdings Inc		158,141


Shares		Fair Value

Industrial — (continued)
627	Landstar System Inc	$	45,476
674	Lennox International Inc		64,077
1,189	Lincoln Electric Holdings Inc		82,148
4,060	Lockheed Martin Corp		781,834
2,560	Louisiana-Pacific Corp^(a)(b)		42,394
968	Martin Marietta Materials Inc		106,790
5,305	Masco Corp		133,686
413	Mettler-Toledo International Inc^(b)		124,916
407	MSA Safety Inc		21,608
1,550	National Instruments Corp		48,190
863	Nordson Corp		67,279
4,698	Norfolk Southern Corp		514,948
3,110	Northrop Grumman Corp		458,383
1,055	Old Dominion Freight Line Inc^(b)		81,910
2,552	Owens-Illinois Inc^(b)		68,878
1,470	Packaging Corp of America		114,734
1,584	Pall Corp		160,317
2,300	Parker Hannifin Corp		296,585
2,759	Pentair PLC		183,253
1,741	PerkinElmer Inc		76,134
2,177	Precision Castparts Corp		524,396
4,658	Raytheon Co		503,856
667	Regal-Beloit Corp		50,158
3,940	Republic Services Inc		158,585
2,130	Rock-Tenn Co Class A		129,887
2,060	Rockwell Automation Inc		229,072
1,977	Rockwell Collins Inc		167,017
1,520	Roper Industries Inc		237,652
756	Ryder System Inc		70,195
3,153	Sealed Air Corp		133,782
652	Silgan Holdings Inc		34,947
832	Snap-on Inc		113,768
1,541	Sonoco Products Co		67,342
554	SPX Corp		47,600
2,329	Stanley Black & Decker Inc		223,770
1,262	Stericycle Inc^(b)		165,423
6,200	TE Connectivity Ltd		392,150
602	Tech Data Corp^(b)		38,064
1,672	Terex Corp		46,615
4,254	Textron Inc		179,136
6,065	Thermo Fisher Scientific Inc		759,884
667	Tidewater Inc^(a)		21,617
1,260	Timken Co		53,777
630	Timken Steel Corp		23,329
4,029	Trimble Navigation Ltd^(b)		106,930
2,518	Trinity Industries Inc		70,529
756	Triumph Group Inc		50,818
6,206	Tyco International PLC		272,195
13,419	Union Pacific Corp		1,598,605
10,509	United Parcel Service Inc Class B		1,168,286
12,794	United Technologies Corp		1,471,310
422	Valmont Industries Inc		53,594
2,302	Vishay Intertechnology Inc		32,573
1,946	Vulcan Materials Co		127,911
1,440	Wabtec Corp		125,122
1,901	Waste Connections Inc		83,625
6,455	Waste Management Inc		331,271
1,317	Waters Corp^(b)		148,452
869	Werner Enterprises Inc		27,069

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

Industrial — (continued)
1,008	Woodward Inc	$	49,624
2,665	Xylem Inc		101,457
765	Zebra Technologies Corp Class A^(b)		59,219

			33,478,704


Technology — 13.12%
1,655	3D Systems Corp^(a)(b)		54,400
9,448	Accenture PLC Class A		843,801
2,061	ACI Worldwide Inc^(b)		41,570
1,348	Acxiom Corp^(b)		27,324
7,213	Adobe Systems Inc^(b)		524,385
10,719	Advanced Micro Devices Inc^(a)(b)		28,620
467	Advent Software Inc		14,309
2,770	Akamai Technologies Inc^(b)		174,399
2,381	Allscripts Healthcare Solutions Inc^(b)		30,405
4,706	Altera Corp		173,840
4,792	Analog Devices Inc		266,052
1,348	ANSYS Inc^(b)		110,536
88,729	Apple Inc^(c)		9,793,907
18,452	Applied Materials Inc		459,824
6,736	Atmel Corp^(b)		56,549
3,378	Autodesk Inc^(b)		202,883
3,759	Avago Technologies Ltd		378,118
8,017	Broadcom Corp Class A		347,377
1,851	Broadridge Financial Solutions Inc ADR		85,479
4,802	CA Inc		146,221
4,516	Cadence Design Systems Inc^(b)		85,668
4,625	Cerner Corp^(b)		299,052
2,541	Citrix Systems Inc^(b)		162,116
9,341	Cognizant Technology Solutions Corp Class A^(b)		491,897
678	CommVault Systems Inc^(b)		35,046
2,055	Computer Sciences Corp		129,568
1,512	Convergys Corp		30,799
1,905	Cree Inc^(a)(b)		61,379
2,082	Cypress Semiconductor Corp^(a)		29,731
1,134	Diebold Inc		39,282
474	DST Systems Inc		44,627
545	Dun & Bradstreet Corp		65,923
4,737	Electronic Arts Inc^(b)		222,710
30,865	EMC Corp		917,925
404	Fair Isaac Corp		29,209
1,412	Fairchild Semiconductor International Inc^(b)		23,834
4,270	Fidelity National Information Services Inc		265,594
1,078	First Solar Inc^(b)		48,073
3,730	Fiserv Inc^(b)		264,718
28,409	Hewlett-Packard Co		1,140,053
1,636	Informatica Corp^(b)		62,389
1,976	Integrated Device Technology Inc^(b)		38,730
73,059	Intel Corp^(c)		2,651,311
13,903	International Business Machines Corp		2,230,597
1,139	International Rectifier Corp^(b)		45,446


Shares		Fair Value

Technology — (continued)
1,672	Intersil Corp Class A	$	24,194
4,297	Intuit Inc		396,140
538	IPG Photonics Corp^(a)(b)		40,307
1,337	Jack Henry & Associates Inc		83,081
2,552	KLA-Tencor Corp		179,457
2,408	Lam Research Corp		191,051
965	Leidos Holdings Inc		41,997
857	Lexmark International Inc Class A		35,368
3,731	Linear Technology Corp		170,134
1,343	Mentor Graphics Corp		29,438
3,142	Microchip Technology Inc^(a)		141,736
16,073	Micron Technology Inc^(b)		562,716
124,667	Microsoft Corp^(c)		5,790,782
1,576	MSCI Inc Class A		74,765
2,705	NCR Corp^(b)		78,824
4,612	NetApp Inc		191,167
8,033	NVIDIA Corp		161,062
48,862	Oracle Corp		2,197,324
4,922	Paychex Inc		227,249
3,321	Pitney Bowes Inc		80,933
1,706	PTC Inc^(b)		62,525
25,104	QUALCOMM Inc		1,865,980
1,854	Rackspace Hosting Inc^(b)		86,786
2,777	Red Hat Inc^(b)		192,002
2,266	Riverbed Technology Inc^(b)		46,249
1,495	Rovi Corp^(b)		33,772
8,941	Salesforce.com Inc^(b)		530,291
3,387	SanDisk Corp		331,858
713	Science Applications International Corp		35,315
4,995	Seagate Technology PLC		332,167
901	Semtech Corp^(b)		24,841
576	Silicon Laboratories Inc^(b)		27,429
2,818	Skyworks Solutions Inc		204,897
862	SolarWinds Inc^(b)		42,953
1,132	Solera Holdings Inc		57,936
3,757	SunEdison Inc^(b)		73,299
2,478	Synopsys Inc^(b)		107,719
2,350	Teradata Corp^(b)		102,648
2,873	Teradyne Inc		56,857
15,905	Texas Instruments Inc		850,361
502	Tyler Technologies Inc^(b)		54,939
445	Ultimate Software Group Inc^(b)		65,333
1,714	VeriFone Systems Inc^(b)		63,761
3,359	Western Digital Corp		371,841
15,915	Xerox Corp		220,582
4,005	Xilinx Inc		173,376

			39,889,118


Utilities — 3.34%
10,388	AES Corp		143,043
1,846	AGL Resources Inc		100,625
1,780	Alliant Energy Corp		118,228
3,842	Ameren Corp		177,231
7,406	American Electric Power Co Inc		449,692
2,785	Aqua America Inc		74,360
1,451	Atmos Energy Corp		80,879
660	Black Hills Corp		35,006

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Shares		Fair Value

Utilities — (continued)
6,775	CenterPoint Energy Inc	$	158,738
854	Cleco Corp		46,577
3,990	CMS Energy Corp		138,653
4,468	Consolidated Edison Inc		294,933
8,754	Dominion Resources Inc		673,183
2,691	DTE Energy Co		232,422
10,762	Duke Energy Corp		899,057
4,979	Edison International		326,025
2,683	Entergy Corp		234,709
13,033	Exelon Corp		483,264
6,387	FirstEnergy Corp		249,029
2,302	Great Plains Energy Inc		65,400
1,536	Hawaiian Electric Industries Inc^(a)		51,425
691	IDACORP Inc		45,737
1,244	Integrys Energy Group Inc		96,845
3,098	MDU Resources Group Inc		72,803
1,179	National Fuel Gas Co		81,976
6,631	NextEra Energy Inc		704,809
4,698	NiSource Inc		199,289
4,876	Northeast Utilities		260,964
5,146	NRG Energy Inc		138,685
3,080	OGE Energy Corp		109,278
884	ONE Gas Inc		36,439
3,858	Pepco Holdings Inc		103,896
7,114	PG&E Corp		378,749
1,614	Pinnacle West Capital Corp		110,252
1,378	PNM Resources Inc		40,830
10,059	PPL Corp		365,444
7,820	Public Service Enterprise Group Inc		323,826
2,800	Questar Corp		70,784
2,268	SCANA Corp		136,987
3,494	Sempra Energy		389,092
13,612	Southern Co		668,485
3,107	TECO Energy Inc		63,662
2,778	UGI Corp		105,508
1,172	Vectren Corp		54,182
2,035	Westar Energy Inc		83,923
643	WGL Holdings Inc		35,121
3,326	Wisconsin Energy Corp		175,413
7,769	Xcel Energy Inc		279,062

			10,164,520


TOTAL COMMON STOCK — 98.96% (Cost $163,029,469)		$	300,893,312


Principal Amount

SHORT TERM INVESTMENTS
U.S. Treasury Bonds and Notes — 0.06%
	U.S. Treasury Bills
$ 130,000	0.02%, 03/12/2015^(d)		129,994
60,000	0.09%, 06/04/2015^(d)		59,978

			189,972


Principal Amount		Fair Value

Repurchase Agreements — 0.99%
$ 713,679	Undivided interest of 0.82% in a repurchase agreement (principal amount/value $86,760,973 with a maturity value of $86,761,310) with BNP Paribas Securities Corp, 0.07%, dated 12/31/14 to be repurchased at $713,679 on 1/2/15 collateralized by U.S. Treasury securities and various U.S. Government Agency securities, 2.13% - 6.00%, 8/15/21 - 7/15/52, with a value of $88,496,192.^(e)	$	713,679

713,679	Undivided interest of 0.85% in a repurchase agreement (principal amount/value $83,887,295 with a maturity value of $83,887,668) with Citigroup Global Markets Inc, 0.08%, dated 12/31/14 to be repurchased at $713,679 on 1/2/15 collateralized by U.S. Treasury securities and various U.S. Government Agency securities, 1.38% - 8.00%, 12/15/17 - 7/15/51, with a value of $85,565,041.^(e)		713,679

713,679	Undivided interest of 1.91% in a repurchase agreement (principal amount/value $37,395,006 with a maturity value of $37,395,193) with TD Securities (USA) Inc, 0.09%, dated 12/31/14 to be repurchased at $713,679 on 1/2/15 collateralized by U.S. Treasury securities and various U.S. Government Agency securities, 1.50% - 5.50%, 1/31/19 - 11/1/44, with a value of $38,142,906.^(e)		713,679

713,679	Undivided interest of 2.78% in a repurchase agreement (principal amount/value $25,682,308 with a maturity value of $25,682,394) with HSBC Securities (USA) Inc, 0.06%, dated 12/31/14 to be repurchased at $713,679 on 1/2/15 collateralized by various U.S. Government Agency securities, 0.00% - 9.38%, 1/15/15 - 7/15/32, with a value of $26,196,014.^(e)		713,679

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Schedule of Investments

As of December 31, 2014


Principal Amount		Fair Value

Repurchase Agreements — (continued)

$ 150,242	Undivided interest of 3.66% in a repurchase agreement (principal amount/value $4,110,624 with a maturity value of $4,110,642) with Scotia Capital (USA) Inc, 0.08%, dated 12/31/14 to be repurchased at $150,242 on 1/2/15 collateralized by U.S. Treasury securities, 0.13% - 8.00%, 4/15/16 - 5/15/43, with a value of $4,192,855.^(e)	$	150,242



			3,004,958


TOTAL SHORT TERM INVESTMENTS — 1.05% (Cost $3,194,930)		$	3,194,930


TOTAL INVESTMENTS — 100.01% (Cost $166,224,399)		$	304,088,242


OTHER ASSETS & LIABILITIES, NET — (0.01)%		$	(27,657	)


TOTAL NET ASSETS — 100.00%		$	304,060,585

^(a)	All or a portion of the security is on loan at December 31, 2014.

^(b)	Non-income producing security.

^(c)	All or a portion of the security has been pledged as collateral to cover segregation requirements on open futures contracts.

^(d)	All or a portion of the security has been segregated to cover initial margin requirements on open futures contracts.

^(e)	Collateral received for securities on loan.

^ADR	American Depositary Receipt

^REIT

Real Estate Investment Trust

At December 31, 2014, the Fund held the following outstanding futures contracts:


Description	Number of Contracts	Currency	Notional Value		Expiration Date		Net Unrealized Appreciation/ (Depreciation)
S&P 500^® Emini Long Futures	28	USD	$	2,873,360		March 2015	$	(8,129	)

S&P Mid 400^® Emini Long Futures	2	USD		289,720		March 2015		460


						Net Depreciation	$	(7,669	)

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

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

Statement of Assets and Liabilities

As of December 31, 2014


	Great-West Stock Index Fund

ASSETS:
Investments in securities, fair value (including $2,928,448 of securities on loan)^(a)		$301,083,284
Repurchase agreements, fair value^(b)		3,004,958
Cash		2,739,507
Subscriptions receivable		355,909
Dividends receivable		393,487

Total Assets		307,577,145


LIABILITIES:
Payable to investment adviser		165,540
Payable upon return of securities loaned		3,004,958
Redemptions payable		223,805
Payable for investments purchased		84,628
Variation margin on futures contracts		37,629

Total Liabilities		3,516,560


NET ASSETS		$304,060,585


NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value		$1,203,872
Paid-in capital in excess of par		171,407,280
Net unrealized appreciation		137,856,174
Accumulated net realized loss		(6,406,741)


NET ASSETS		$304,060,585


CAPITAL STOCK:
Authorized		90,000,000
Issued and Outstanding		12,038,722

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:		$25.26


^(a) Cost of investments		$163,219,441
^(b) Cost of repurchase agreements		$3,004,958

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

Statement of Operations

For the fiscal year ended December 31, 2014


	Great-West Stock Index Fund

INVESTMENT INCOME:
Interest		$360
Income from securities lending		25,199
Dividends		6,102,084
Foreign withholding tax		(662)

Total Income		6,126,981


EXPENSES:
Management fees		1,828,235

Total Expenses		1,828,235


NET INVESTMENT INCOME		4,298,746


NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain on investments		26,376,581
Net realized gain on futures contracts		701,609

Net Realized Gain		27,078,190


Net change in unrealized appreciation on investments		5,135,571
Net change in unrealized depreciation on futures contracts		(54,547)

Net Change in Unrealized Appreciation		5,081,024


Net Realized and Unrealized Gain		32,159,214


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$36,457,960

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

Statement of Changes in Net Assets

For the fiscal years ended December 31, 2014 and 2013


	2014			2013
Great-West Stock Index Fund

OPERATIONS:
Net investment income		$4,298,746			$4,451,009
Net realized gain		27,078,190			19,987,066
Net change in unrealized appreciation		5,081,024			58,752,440

Net Increase in Net Assets Resulting from Operations		36,457,960			83,190,515


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(4,685,944	)		(5,245,690	)
From net realized gains		(27,208,620	)		(15,791,498	)


Total Distributions		(31,894,564	)		(21,037,188	)


CAPITAL SHARE TRANSACTIONS:
Shares sold		28,169,730			35,603,915
Shares issued in reinvestment of distributions		31,894,564			21,037,188
Shares redeemed		(77,846,740	)		(87,328,451	)

Net Decrease in Net Assets Resulting from Capital Share Transactions		(17,782,446	)		(30,687,348	)


Total Increase (Decrease) in Net Assets		(13,219,050	)		31,465,979


NET ASSETS:
Beginning of year		317,279,635			285,813,656

End of year		$304,060,585			$317,279,635


CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold		1,086,550			1,520,761
Shares issued in reinvestment of distributions		1,235,104			858,506
Shares redeemed		(3,002,101	)		(3,754,262	)

Net Decrease		(680,447	)		(1,374,995	)

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

Financial Highlights

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


	Fiscal Years Ended December 31,
	2014			2013			2012			2011		2010
Great-West Stock Index Fund - Initial Class

NET ASSET VALUE, BEGINNING OF YEAR		$24.94			$20.28			$18.27			$18.35		$16.12

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income		0.37	^(a)		0.34	^(a)		0.34	^(a)		0.27		0.25
Net realized and unrealized gain (loss)		2.83			6.04			2.46			(0.05)		2.23

Total From Investment Operations		3.20			6.38			2.80			0.22		2.48


LESS DISTRIBUTIONS:
From net investment income		(0.42)			(0.42)			(0.34)			(0.27)		(0.25)
From net realized gains		(2.46)			(1.30)			(0.45)			(0.03)		–

Total Distributions		(2.88)			(1.72)			(0.79)			(0.30)		(0.25)


NET ASSET VALUE, END OF YEAR		$25.26			$24.94			$20.28			$18.27		$18.35


TOTAL RETURN^(b)		12.76%			31.72%			15.54%			1.21%		15.48%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of year (000)		$304,061			$317,280			$285,814			$274,472		$299,714
Ratio of expenses to average net assets		0.60%			0.60%			0.60%			0.60%		0.60%
Ratio of net investment income to average net assets		1.41%			1.47%			1.67%			1.43%		1.44%
Portfolio turnover rate		4%			5%			5%			6%		5%

^(a)	Per share amounts are based upon average shares outstanding.

^(b)	Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, returns would be lower.

See Notes to Financial Statements.

Annual Report - December 31, 2014

GREAT-WEST FUNDS, INC.

GREAT-WEST STOCK INDEX FUND

Notes to Financial Statements

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-two funds. Interests in the Great-West Stock Index Fund (the Fund) are included herein and are represented by a separate class of beneficial interest of Great-West Funds. The investment objective of the Fund is to seek investment results that track the total return of the common stocks that comprise the Standard & Poor’s (S&P) 500 Composite Stock Price Index and the S&P MidCap 400 Index, weighted according to their pro rata share of the market. The Fund is diversified as defined in the 1940 Act. The Fund 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 funds that are a series of Great-West Funds.

The Fund offers two share classes, referred to as Initial 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 Great-West Funds are also investment companies and accordingly follow the investment company accounting and reporting guidance of Accounting Standards Codification (ASC) Topic 946. The following is a summary of the significant accounting policies of the Fund.

Security Valuation

The Board of Directors of the Fund has adopted policies and procedures for the valuation of the Fund’s securities and assets, and has delegated the day-to-day responsibility for valuation determinations under those policies and procedures to the Fair Value Pricing Committee of the investment adviser, Great-West Capital Management, LLC.

The Fund generally values its securities based on market prices determined at the close of regular trading on the New York Stock Exchange (NYSE) on each day the NYSE is open for trading. The net asset value of each class of the Fund’s 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.

For securities that are traded on only one exchange, the last sale price as of the close of business of that exchange will be used. If the closing price is not available, the current bid as of the close of business will be used. For securities traded on more than one exchange, or upon one or more exchanges and in the over-the-counter (OTC) market, the last sale price as of the close of business on the market which the security is traded most extensively will be used. If the closing price is not available, the current bid as of the close of business will be used. For securities that principally trade on the NASDAQ National Market System, the NASDAQ official closing price will be used.

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 the investment adviser has concluded approximates fair value. Short term securities purchased with more than 60 days remaining until maturity are valued using pricing services, or in the event a price is not available from a pricing service, may be priced using other methodologies approved by the Board of Directors, including model pricing or pricing on the basis of quotations from brokers or dealers, and will continue to be priced until final maturity.

Annual Report - December 31, 2014

Foreign equity securities are generally valued using an adjusted systematic fair value price from an independent pricing service. Foreign exchange rates are determined at a time that corresponds to the closing of the NYSE.

For derivatives that are traded on an exchange, the last sale price as of the close of business of the exchange will be used. For derivatives traded over-the-counter (OTC), independent pricing services will be utilized when possible. If a price cannot be located from the primary source, other appropriate sources, which may include the use of an internally developed valuation model, another external pricing vendor or sourcing a price from a broker, may be used.

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. The fair value for some 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. Broker quotes are analyzed through an internal review process, which includes a review of known market conditions and other relevant data. 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.


Class		Inputs

Common Stock		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.

Short Term Investments		Maturity date, credit quality and interest rates.

Futures Contracts		Exchange traded close price.

The Fund classifies its valuations into three levels based upon the observability of inputs to the valuation of the Fund’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. 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.

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 Fund’s own assumptions and would be based on the best information available under the circumstances.

As of December 31, 2014, the inputs used to value the Fund’s investments are detailed in the following table. More information regarding the sector and industry classifications, as applicable, are included in the Schedule of Investments. The Fund recognizes transfers between levels as of the beginning of the reporting period. There were no transfers between Levels 1, 2 and 3 during the year.

Annual Report - December 31, 2014


	Level 1			Level 2		Level 3		Total
Assets

Investments, at fair value:
Common Stock	$	300,893,312		$	—	$	—	$	300,893,312
Short Term Investments		—			3,194,930		—		3,194,930

Total investments, at fair value		300,893,312			3,194,930		0		304,088,242
Other Financial Investments:
Futures Contracts (a)		460			—		—		460

Total Assets	$	300,893,772		$	3,194,930	$	0	$	304,088,702

Liabilities

Other Financial Investments:
Futures Contracts (a)	$	(8,129	)	$	—	$	—	$	(8,129	)

Total Liabilities	$	(8,129	)	$	0	$	0	$	(8,129	)

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

Repurchase Agreements

The Fund may engage in repurchase agreement transactions with institutions that the Fund’s investment adviser has determined are creditworthy. The Fund will purchase securities at a specified price with an agreement to sell the securities to the same counterparty at a specified time, price and interest rate. The Fund’s custodian and/or securities lending agent receives delivery of the 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 Fund’s ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Fund seeks to assert its rights.

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

Federal Income Taxes and Distributions to Shareholders

The Fund intends to comply with provisions under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. State tax returns may remain open for an additional fiscal year.

Distributions to shareholders from net investment income of the Fund, if any, are declared and paid semi-annually. Capital gain distributions of the Fund, if any, are declared and paid at least annually. Distributions are reinvested in additional shares of the Fund at net asset value and are declared separately for each class. Distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.

Annual Report - December 31, 2014

The tax character of distributions paid during the years ended December 31, 2014 and 2013 were as follows:


	2014		2013
Ordinary income	$	4,645,698	$	5,147,577
Long-term capital gain		27,248,866		15,889,611

	$	31,894,564	$	21,037,188

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-tax basis differences. Book-tax differences may include but are not limited to the following: wash sales, distribution adjustments and adjustments for real estate investment trusts.

Capital accounts within the financial statements are adjusted for permanent book-tax differences, and are not adjusted for temporary book-tax differences which will reverse in a subsequent period. Accordingly, the following amounts have been reclassified for December 31, 2014. Net assets of the Fund were unaffected by the reclassifications.


Paid-in Capital		Overdistributed Net Investment Income		Accumulated Net Realized Loss
$	–	$	387,198	$	(387,198)

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation for federal income tax purposes. At December 31, 2014, the components of distributable earnings on a tax basis were as follows:


Undistributed net investment income	$
Undistributed long-term capital gains		2,683,560
Capital loss carryforwards		–
Post-October losses		–
Net unrealized appreciation		128,765,873

Tax composition of capital	$	131,449,433

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation for federal income tax purposes as of December 31, 2014 were as follows:


Federal tax cost of investments	$	175,322,369

Gross unrealized appreciation on investments		147,305,818
Gross unrealized depreciation on investments		(18,539,945)

Net unrealized appreciation on investments	$	128,765,873

Application of Recent Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board issued ASU No. 2013-08 “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements” (ASU No. 2013-08). ASU No. 2013-08 requires an entity to change the approach used to determine whether it is considered an investment company. ASU No. 2013-08 requires an investment company to measure non-controlling ownership interests in other investment companies at fair value rather than using the equity method of accounting. ASU No. 2013-08 requires additional disclosures regarding the fact that the entity is an investment company, information about changes, if any, in the entity’s status as an investment company and information about financial support provided or contractually required to be provided by an investment company to any of its investees. ASU No. 2013-08 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. The Fund adopted ASU No. 2013-08 for its fiscal year beginning January 1, 2014. The adoption of ASU No. 2013-08 did not have an impact on the Fund’s financial position or the results of its operations.

In June 2014, the Financial Accounting Standards Board issued ASU No. 2014-11, “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures” (ASU No. 2014-11). ASU No. 2014-11 amends the accounting for entities that enter into repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings. ASU No.

Annual Report - December 31, 2014

2014-11 requires new footnote disclosures for repurchase agreements and securities lending transactions accounted for as secured borrowings. The accounting changes in ASU 2014-11 are effective for the first interim or annual period beginning after December 15, 2014. The disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. At this time, the Fund is evaluating the impact, if any, of ASU No. 2014-11 on the financial statements and related disclosures.

2. RISK EXPOSURES

The Fund’s investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates.

In pursuit of the Fund’s investment objectives, the Fund may seek to use derivatives to increase or decrease its exposure to the following market risks:

Equity Risk - The risk that relates to the change in value of equity securities as they relate to increases or decreases in the general market.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell or close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligations to the Fund. Investing in derivatives may also involve greater risks than investing directly in the underlying assets, such as losses in excess of any initial investment and collateral received. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts

The Fund uses futures contracts in order for the Fund 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. A futures contract is an agreement between two parties to buy or sell a specified underlying investment for a fixed price at a specified future date. Futures contracts are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange. 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 that comprise the index, or that the clearinghouse will fail to perform its obligations.

Futures contracts are reported in a table following the Schedule of Investments. Upon entering into a futures contract, the Fund 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 Fund each day, depending on the daily fluctuations in the fair value of the underlying security. This is recorded as variation margin on futures contracts on the Statement of Assets and Liabilities. When the Fund 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, and is reflected in net realized gain or loss on the Statement of Operations. The Fund held an average of 42 futures contracts for the reporting period.

Valuation of derivative investments as of December 31, 2014 is as follows:


	Liability Derivatives
Derivatives Not Accounted for as Hedging Investments	Statement of Assets and Liabilities Location	Fair Value
Equity contracts (futures contracts)	Net unrealized depreciation	$(7,669)(a)

(a)	Includes cumulative depreciation of futures contracts as reported in the Fund’s Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

Annual Report - December 31, 2014

The effect of derivative investments for the year ended December 31, 2014 is as follows:

Net Realized Gain (Loss)

Net Change in Unrealized Gain (Loss)

Derivatives Not Accounted for as

Hedging Investments

Statement of Operations Location

Fair Value

Statement of Operations Location

Fair Value

Equity contracts (futures contracts)

Net realized gain on futures contracts

701,609

Net change in unrealized depreciation on futures contracts

(54,547

)

3. INVESTMENT ADVISORY AGREEMENT AND 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 Great-West Life & Annuity Insurance Company (GWL&A). As compensation for its services to Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.60% of the average daily net assets of the Fund. The management fee encompasses fund operation expenses. The Adviser and Great-West Funds have entered into a sub-advisory agreement with Mellon Capital Management Corporation. The Fund 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 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-two funds for which they serve as directors was $356,974 for the year ended December 31, 2014.

4. PURCHASES AND SALES OF INVESTMENTS

For the year ended December 31, 2014, the aggregate cost of purchases and proceeds from sales of investments (excluding all U.S. Government securities and short-term securities) were $11,031,403 and $58,031,028, respectively. For the same period, there were no purchases or sales of long-term U.S. Government securities.

5. SECURITIES LOANED

The Fund has entered into a securities lending agreement with its custodian as securities lending agent. Under the terms of the agreement the Fund receives income, recorded monthly, after deductions of other amounts payable to the securities lending agent or to the borrower from lending transactions. In exchange for such fees, the securities lending agent is authorized to loan securities on behalf of the Fund against receipt of cash collateral at least equal in value at all times to the value of the securities loaned plus accrued interest. The Fund also continues to receive interest or dividends on the securities loaned. Cash collateral is invested in securities approved by the Board of Directors. The Fund 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 December 31, 2014 the Fund had securities on loan valued at $2,928,448 and received collateral of $3,004,958 for such loan which was invested in repurchase agreements collateralized by U.S. Government or U.S. Government Agency securities. The repurchase agreements can be jointly purchased with other lending agent clients and in the event of a default by the counterparty, all lending agent clients would share ratably in the collateral. Additional information regarding the Fund’s securities on loan is included in the Schedule of Investments.

6. INDEMNIFICATIONS

The Fund’s organizational documents provide current and former officers and directors with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

7. LEGAL PROCEEDINGS

Several lawsuits have been filed relating to the Fund’s previous investments in Tribune Company in connection with Tribune Company’s Chapter 11 bankruptcy proceeding. The lawsuits stem from a leveraged buyout transaction by which

Annual Report - December 31, 2014

Tribune Company converted to a privately-held company in 2007. On December 7, 2010, Great-West Funds was named as a defendant and putative member of the proposed defendant class of shareholders in an adversary proceeding brought by The Official Committee of Unsecured Creditors of Tribune Company in the U.S. Bankruptcy Court for the District of Delaware. On September 20, 2011, Great-West Funds was named as a defendant and a putative defendant class member in a lawsuit filed by the indenture trustees of certain note holders of Tribune Company in the U.S. District Court for the District of Colorado. These lawsuits have been consolidated with others into actions pending in the U.S. District Court for the Southern District of New York and the United States Court of Appeals for the Second Circuit. The Fund has been named as a defendant in these actions. The plaintiffs in these lawsuits seek to recover amounts paid to Tribune shareholders in connection with the leveraged buyout, plus interest and attorneys’ fees and expenses.

Management cannot predict the outcome of these lawsuits. The lawsuits allege no misconduct by Great-West Funds or the Fund, and Great-West Funds and the Fund intend to vigorously defend themselves in the lawsuits. If the lawsuits were to be decided or settled in a manner adverse to the Fund, the payment of such judgments or settlements could have a material adverse effect on the Fund’s net asset value. The value of the proceeds received by the Fund in connection with the leveraged buyout is approximately $83,232.

A lawsuit has been filed relating to the Fund’s investments in LyondellBasell Finance Company in connection with its 2009 Chapter 11 bankruptcy proceeding. The lawsuit stems from a 2007 leveraged buyout of Lyondell Chemical Company by Basell AF S.C.A. On December 19, 2011, the Fund was named as a defendant and putative member of the proposed defendant class of shareholders in an adversary proceeding brought by Edward S. Weisfelner, as Trustee of the LB Creditor Trust in the U.S. Bankruptcy Court for the Southern District of New York. The plaintiffs seek to recover amounts paid to Lyondell Chemical Company shareholders in connection with the leveraged buyout, plus interest and attorneys’ fees and expenses.

Management cannot predict the outcome of this lawsuit. The lawsuit alleges no misconduct by the Fund, and the Fund intends to vigorously defend itself in the lawsuit. If the lawsuit were to be decided or settled in a manner adverse to the Fund, the payment of such judgments or settlements could have a material adverse effect on the Fund’s net asset value. The value of the proceeds received by the Fund in connection with the leveraged buyout was approximately $398,688.

8. TAX INFORMATION (unaudited)

Dividends paid by the Fund from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders. Of the ordinary income distributions declared for the year ended December 31, 2014, 100% qualifies for the dividend received deduction available to the Fund’s corporate shareholders.

Annual Report - December 31, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Great-West Funds, Inc.

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Great-West Stock Index Fund (the Fund), one of the funds of Great-West Funds, Inc. as of December 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Great-West Stock Index Fund as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

February 27, 2015

Fund Directors and Officers

Great-West Funds, Inc. (“Great-West Funds”) is organized under Maryland law, and is governed by the Board of Directors. The following table provides information about each of the Directors and executive officers of Great-West Funds.


Independent Directors*
Name, Address, and Year of Birth	Position(s) Held with Great-West Funds	Term of Office and Length of Time Served***	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
Gail H. Klapper 8515 East Orchard Road, Greenwood Village, CO 80111 1943	Lead Independent Director	Since 2007	Managing Attorney, Klapper Law Firm; Managing Director, The Colorado Forum; Manager, 6K Ranch, LLC	62	Director, Guaranty Bancorp
Stephen G. McConahey 8515 East Orchard Road, Greenwood Village, CO 80111 1943	Independent Director	Since 2011	Chairman, SGM Capital, LLC; Partner, Iron Gate Capital, LLC; Director, The IMA Financial Group, Inc.	62	Director, Guaranty Bancorp
Donna L. Lynne 8515 East Orchard Road, Greenwood Village, CO 80111 1953	Independent Director	Since 2014	Executive Vice President and Group President, Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals; President, Kaiser Foundation Health Plan of Colorado; formerly, Group President, Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals	62	N/A

Interested Directors**
Name, Address, and Age	Position(s) Held with Great-West Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
Charles P. Nelson 8515 East	Chairman, President & Chief	Since 2008 (as Director)	Executive Vice President, Retirement Services, Great-West	62	N/A


Orchard Road, Greenwood Village, CO 80111 1961	Executive Officer, Director	Since 2014 (as Chairman) Since 2014 (as President and Chief Executive Officer)	Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York; Chairman and President, Advised Assets Group, LLC, EMJAY Corporation, and FASCore, LLC; Chairman, President and Chief Executive Officer, GWFS Equities, Inc.; Manager, Great-West Capital Management, LLC
Robert K. Shaw 8515 East Orchard Road, Greenwood Village, CO 80111 1955	Director	Since 2014	Executive Vice President, Individual Markets, Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York; Chairman, President and Chief Executive Officer, Great-West Capital Management, LLC; Director and Executive Vice President of GWFS Equities, Inc; Executive Vice President, FASCore, LLC	62	N/A
Officers
Name, Address, and Age	Position(s) Held with Great-West Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
Beverly A. Byrne 8515 East Orchard Road, Greenwood Village, CO 80111 1955	Senior Vice President, Legal & Chief Compliance Officer	Since 2004 (as Chief Compliance Officer) Since 2014 (as Senior Vice President, Legal)	Senior Vice President, Legal & Chief Compliance Officer, Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York; Chief Compliance Officer, U.S. Operations, The Great-West Life Assurance Company, The Canada Life Assurance Company, Crown Life Insurance	N/A	N/A


			Company, and London Life Insurance Company; Secretary and Senior Vice President, Legal & Chief Compliance Officer, GWFS Equities, Inc.; Senior Vice President, Legal & Chief Compliance Officer, Advised Assets Group, LLC, FASCore, LLC, Great-West Capital Management, LLC; formerly, Secretary, Great-West Capital Management, LLC and Great-West Funds
John A. Clouthier 8515 East Orchard Road, Greenwood Village, CO 80111 1967	Assistant Treasurer	Since 2007	Director, Fund Administration, Great-West Life & Annuity Insurance Company; Assistant Treasurer, Great-West Capital Management, LLC; Director & Assistant Treasurer, Great-West Trust Company	N/A	N/A

Ryan L. Logsdon 8515 East Orchard Road, Greenwood Village, CO 80111 1974	Assistant Vice President, Counsel & Secretary	Since 2010	Assistant Vice President & Counsel, Great-West Life & Annuity Insurance Company; Assistant Vice President, Counsel & Secretary, Great-West Capital Management, LLC; formerly, Assistant Secretary, Great-West Capital Management, LLC and Great-West Funds	N/A	N/A

Mary C. Maiers 8515 East Orchard Road, Greenwood Village, CO 80111 1967	Chief Financial Officer & Treasurer	Since 2008 (as Treasurer) Since 2011 (as Chief Financial Officer)	Vice President, Investment Operations, Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York; Vice President and Treasurer, GWFS Equities, Inc. and Great-West Trust Company, LLC; Chief Financial Officer & Treasurer, Great-West Capital Management, LLC;	N/A	N/A


			formerly Investment Operations Compliance Officer, Great-West Capital Management, LLC and Great-West Funds
David G. McLeod 8515 East Orchard Road, Greenwood Village, CO 80111 1962	Senior Vice President & Managing Director	Since 2012 (as Managing Director) Since 2014 (as Senior Vice President)	Senior Vice President, Product Management, Great-West Life & Annuity Insurance Company; Manager, Senior Vice President and Managing Director, Advised Assets Group, LLC and Great-West Capital Management, LLC	N/A	N/A
Joel L. Terwilliger 8515 East Orchard Road, Greenwood Village, CO 80111 1968	Assistant Vice President & Associate Chief Compliance Officer	Since 2011	Assistant Vice President and Associate Chief Compliance Officer, Great-West Life & Annuity Insurance Company, Advised Assets Group, LLC and Great-West Capital Management, LLC	N/A	N/A

*A Director who is not an “interested person” of Great-West Funds (as defined in the 1940 Act) is referred to as an “Independent Director.”

**An “Interested Director” refers to a Director who is an “interested person” of Great-West Funds (as defined in the 1940 Act) by virtue of their affiliation with Great-West Capital Management, LLC.

*** Each director serves until the next shareholders’ meeting (and until the election and qualification of a successor), or until death, resignation, removal or retirement which takes effect no later than May 1 following his or her 75th birthday. Officers are elected by the Board on an annual basis to serve until their successors have been elected and qualified.

Additional information about Great-West Funds and its Directors is available in the Great-West Funds’ Statement of Additional Information (“SAI”), which can be obtained free of charge upon request to: Secretary, Great-West Funds, Inc., 8525 East Orchard Road, Greenwood Village, Colorado 80111; (866) 831-7129. The SAI is also available on the Fund’s web site at http://www.greatwestfunds.com.

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 Commission’s website at http://www.sec.gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that 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 Commission’s 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 Commission’s website at http://www.sec.gov.

ITEM 2. CODE OF ETHICS.

(a)

As of the end of the period covered by this report, the registrant has adopted a Code of Ethics (the “Code of Ethics”) that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b)	For purposes of this Item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1)

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3)

Compliance with applicable governmental laws, rules, and regulations;

(4)

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)

Accountability for adherence to the code.

(c)	During the period covered by this report, there have been no amendments to the registrant’s Code of Ethics.

(d)	During the period covered by this report, the registrant has not granted any express or implicit waivers from the provisions of the Code of Ethics.

(f)	Registrant’s Code of Ethics is incorporated by reference to registrant’s Form N-CSRs filed on February 28, 2013 (File No. 2-75503).

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Ms. Donna Lynne is the audit committee financial expert and is “independent,” pursuant to general instructions on Form N-CSR, Item 3.

An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Directors.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a)

Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were: $745,150 for fiscal year 2013 and $770,000 for fiscal year 2014.

(b)

Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were: $100,000 for fiscal year 2013 and $100,000 for fiscal year 2014. The nature of the services comprising the fees disclosed under this category involved performance of 17f-2 (self-custody) audits and administrative services related to the audit.

(c)	Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were: $0 for fiscal year 2013 and $0 for fiscal year 2014.

(d)	All Other Fees. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.

(e)	(1) Audit Committee’s Pre-Approval Policies and Procedures.

Pre-Approval of Audit Services. The Audit Committee must approve prior to retention all audit, review or attest engagements required under the securities laws that are provided to Great-West Funds by its independent auditors. The Audit Committee will not grant such approval to any auditors that are proposed to perform an audit for Great-West Funds if a chief executive officer, controller, chief financial officer, chief accounting officer or any person serving in an equivalent position for Great-West Funds that is responsible for the financial reporting or operations of Great-West Funds was employed by those auditors and participated in any capacity in an audit of Great-West Funds during the year period (or such other period proscribed under SEC rules) preceding the date of initiation of such audit.

Pre-Approval of Non-Audit Services. The Audit Committee must pre-approve any non-audit services, including tax services, to be provided to Great-West Funds by its independent auditors (except those within applicable de minimis statutory or regulatory

exceptions)¹ provided that Great-West Funds’ auditors will not provide the following non-audit services to Great-West Funds: (a) bookkeeping or other services related to the accounting records or financial statements of Great-West Funds; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker-dealer, investment adviser, or investment banking services; (h) legal services; (i) expert services unrelated to the audit; and (j) any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.²

Pre-approval with respect to Non-Fund Entities. The Audit Committee must pre-approve any non-audit services that relate directly to the operations and financial reporting of Great-West Funds (except those within applicable de minimis statutory or regulatory exceptions)³ to be provided by Great-West Funds’ auditors to (a) Great-West Funds’ investment adviser; and (b) any entity controlling, controlled by, or under common control with the investment adviser if that entity provides ongoing services to Great-West Funds.⁴ The Audit Committee may approve audit and non-audit services on a case-by-case basis or adopt pre-approval policies and procedures that are detailed as to a particular service, provided that the Audit Committee is informed promptly of each service, or use a combination of these approaches.

Delegation. The Audit Committee may delegate pre-approval authority to one or more of the Audit Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

¹ No pre-approval is required as to non-audit services provided to Great-West Funds if: (a) the aggregate of all non-audit services provided to Great-West Funds constitute not more than 5% of the total amount of revenues paid by Great-West Funds to the independent auditors during the fiscal year in which the services are provided; (b) these services were not recognized by Great-West Funds at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the completion of the audit.

² With respect to the prohibitions on (a) bookkeeping; (b) financial information systems design and implementation; (c) appraisal, valuation, fairness opinions, or contribution-in-kind reports; (d) actuarial; and (e) internal audit outsourcing, such services are permitted to be provided if it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the audit client’s financial statements.

³ For non-audit services provided to the adviser and entities in a control relationship with the adviser, no pre-approval is required if: (a) the aggregate amount of all non-audit services provided constitute not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the services are provided to Great-West Funds, Great-West Funds’ investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser if that entity provides ongoing services to Great-West Funds; (b) these services were not recognized by Great-West Funds at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the completion of the audit.

⁴ No pre-approval is required by the Audit Committee as to non-audit services provided to any Great-West Funds’ sub-adviser that primarily provides portfolio management services and is under the direction of another investment adviser and is not affiliated with Great-West Funds’ primary investment adviser.

(e)	(2) 100% of the services described pursuant to paragraphs (b) through (d) of this Item 4 of Form N-CSR were approved by the Audit Committee, and no such services were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)	Not Applicable.

(g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for fiscal year 2013 equaled $898,212, and for fiscal year 2014 equaled $1,625,800.

(h)

The registrant’s Audit Committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. INVESTMENTS.

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

(b) Not applicable.

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

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

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

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors that were implemented after the registrant last provided disclosure in response to this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a)

The registrant’s principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the commission’s rules and forms and that such material information is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.

(b)

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

ITEM 12. EXHIBITS.

(a) (1) Code of Ethics required by Item 2 of Form N-CSR is incorporated by reference to registrant’s Form N-CSRs filed on February 28, 2013 (File No. 2-75503).

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

(3) Not applicable.

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

SIGNATURES

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

GREAT-WEST FUNDS, INC.


By:		/s/ Charles P. Nelson
		Charles P. Nelson
		President and Chief Executive Officer
Date:		February 26, 2015

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


By:		/s/ Charles P. Nelson
		Charles P. Nelson
		President and Chief Executive Officer
Date:		February 26, 2015


By:		/s/ M.C. Maiers
		M.C. Maiers
		Chief Financial Officer & Treasurer
Date:		February 26, 2015