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)
Mitchell
T.G. Graye
President and Chief Executive Officer
Great-West Funds, Inc.
8515 E. Orchard Road
Greenwood Village, Colorado 80111
(Name and address of
agent for service)
Registrants telephone number, including area code: (866) 831-7129
Date of fiscal year end: December 31
Date of
reporting period: December 31, 2013
ITEM 1.
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REPORTS TO STOCKHOLDERS
|
GREAT-WEST FUNDS, INC.
Great-West Money
Market Fund
Annual Report
December 31, 2013
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.
Average Annual Total Returns for the Periods Ended December 31, 2013
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One Year
|
|
Five Years
|
|
Ten Years
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0.00%
|
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0.00%
|
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1.47%
|
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, 2013
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|
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Sector
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% of Fund Investments
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Short Term Investments
|
|
99.99%
|
Asset-Backed Securities
|
|
0.01%
|
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 (June 29, 2013 to
December 31, 2013).
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 Funds actual
expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds 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.
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|
|
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|
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Beginning
Account Value
|
|
Ending
Account Value
|
|
Expenses Paid
During Period
|
|
|
(06/29/13)
|
|
(12/31/13)
|
|
(06/29/13 12/31/13)
|
|
|
|
|
Actual
|
|
$1,000.00
|
|
$1,000.00
|
|
$0.30*
|
|
|
|
|
Hypothetical
(5% return before expenses)
|
|
$1,000.00
|
|
$1,025.18
|
|
$0.30*
|
*Expenses are equal to the Funds annualized expense ratio of 0.06%, multiplied by the average account value over
the period, multiplied by 186/365 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 MONEY MARKET FUND
Schedule of Investments
As of December 31, 2013
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Principal Amount
|
|
|
|
|
Fair Value
|
|
|
|
|
ASSET-BACKED SECURITIES
|
|
|
|
|
|
|
|
|
$ 36,232
|
|
Federal Home Loan Mortgage Corp
Series T20, Class A7
(a)
|
|
|
|
|
|
|
|
|
|
|
0.46%, 12/25/2029
|
|
$
|
|
|
|
|
36,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSET-BACKED SECURITIES 0.01% (Cost $36,232)
|
|
$
|
|
|
|
|
36,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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SHORT TERM INVESTMENTS
|
|
|
|
|
|
|
|
|
U.S. Government Agency Bonds and Notes 82.24%
|
|
|
|
|
|
|
|
Federal Farm Credit Banks Funding Corp
|
|
|
|
|
|
|
|
|
10,000,000
|
|
0.05%, 01/02/2014
|
|
|
|
|
|
|
9,999,986
|
|
15,000,000
|
|
0.02%, 01/21/2014
|
|
|
|
|
|
|
14,999,833
|
|
|
|
Federal Home Loan Bank
|
|
|
|
|
|
|
|
|
4,700,000
|
|
0.06%, 01/03/2014
|
|
|
|
|
|
|
4,699,984
|
|
20,000,000
|
|
0.06%, 01/13/2014
|
|
|
|
|
|
|
19,999,600
|
|
16,000,000
|
|
0.04%, 02/03/2014
|
|
|
|
|
|
|
15,999,487
|
|
4,350,000
|
|
0.08%, 02/05/2014
|
|
|
|
|
|
|
4,349,662
|
|
5,200,000
|
|
0.09%, 02/21/2014
|
|
|
|
|
|
|
5,199,337
|
|
20,000,000
|
|
0.05%, 02/25/2014
|
|
|
|
|
|
|
19,998,472
|
|
22,000,000
|
|
0.09%, 02/26/2014
|
|
|
|
|
|
|
21,996,920
|
|
30,000,000
|
|
0.03%, 03/04/2014
|
|
|
|
|
|
|
29,998,450
|
|
|
|
Federal Home Loan Mortgage Corp
|
|
|
|
|
|
|
|
|
4,265,000
|
|
0.07%, 01/02/2014
|
|
|
|
|
|
|
4,264,992
|
|
28,100,000
|
|
0.06%, 01/06/2014
|
|
|
|
|
|
|
28,099,778
|
|
1,710,000
|
|
0.05%, 01/13/2014
|
|
|
|
|
|
|
1,709,972
|
|
25,000,000
|
|
0.04%, 01/21/2014
|
|
|
|
|
|
|
24,999,444
|
|
1,200,000
|
|
0.05%, 01/23/2014
|
|
|
|
|
|
|
1,199,963
|
|
4,000,000
|
|
0.05%, 02/03/2014
|
|
|
|
|
|
|
3,999,817
|
|
2,300,000
|
|
0.07%, 02/05/2014
|
|
|
|
|
|
|
2,299,843
|
|
2,250,000
|
|
0.07%, 02/10/2014
|
|
|
|
|
|
|
2,249,825
|
|
3,241,000
|
|
0.09%, 02/24/2014
|
|
|
|
|
|
|
3,240,562
|
|
|
|
Federal National Mortgage Association
|
|
|
|
|
|
|
|
|
1,700,000
|
|
0.07%, 01/02/2014
|
|
|
|
|
|
|
1,699,997
|
|
3,100,000
|
|
0.07%, 01/03/2014
|
|
|
|
|
|
|
3,099,988
|
|
2,130,000
|
|
0.04%, 01/15/2014
|
|
|
|
|
|
|
2,129,967
|
|
15,000,000
|
|
0.04%, 01/29/2014
|
|
|
|
|
|
|
14,999,533
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
|
|
|
|
Fair Value
|
|
|
U.S. Government Agency Bonds and Notes (continued)
|
|
$ 1,700,000
|
|
0.08%, 02/12/2014
|
|
$
|
|
|
|
|
1,699,841
|
|
55,100,000
|
|
0.05%, 02/18/2014
|
|
|
|
|
|
|
55,096,327
|
|
9,000,000
|
|
Tennessee Valley Authority
|
|
|
|
|
|
|
|
|
|
|
0.05%, 01/02/2014
|
|
|
|
|
|
|
8,999,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
307,031,568
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse Repurchase Agreements 17.02%
|
|
31,500,000
|
|
Reverse repurchase agreement (principal amount/value $31,500,000 with a maturity value of $31,500,000) with Credit Suisse, 0.00%, dated
12/31/13, to be repurchased at $31,500,000 on 1/2/14, collateralized by a U.S. Treasury security, 1.88%, 6/30/15, with a value of $32,132,290.
|
|
|
|
|
|
|
31,500,000
|
|
32,025,000
|
|
Reverse repurchase agreement (principal amount/value $32,025,000 with a maturity value of $32,025,000) with Merrill Lynch, Pierce,
Fenner & Smith, 0.00%, dated 12/31/13, to be repurchased at $32,025,000 on 1/2/14, collateralized by Federal National Mortgage Association securities, 1.50%, 11/18/16-12/16/16, with a value of $32,666,133.
|
|
|
|
|
|
|
32,025,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,525,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHORT TERM INVESTMENTS 99.26% (Cost $370,556,568)
|
|
$
|
|
|
|
|
370,556,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS 99.27%
(Cost $370,592,800)
|
|
$
|
|
|
|
|
370,592,800
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS & LIABILITIES, NET 0.73%
|
|
$
|
|
|
|
|
2,735,557
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET ASSETS 100.00%
|
|
$
|
|
|
|
|
373,328,357
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
Adjustable rate security; interest rate is subject to change. Interest rate shown reflects the rate in effect at
December 31, 2013.
|
Security classes presented herein are not necessarily the same as those used for determining the Funds 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, 2013
GREAT-WEST FUNDS, INC.
Statement of Assets and Liabilities
As of December 31, 2013
|
|
|
|
|
|
|
Great-West Money
Market Fund
|
|
|
|
ASSETS:
|
|
|
|
|
Investments in securities, fair value
(a)
|
|
|
$307,067,800
|
|
Reverse repurchase agreements, fair value
(b)
|
|
|
63,525,000
|
|
Cash
|
|
|
27,445
|
|
Subscriptions receivable
|
|
|
3,205,272
|
|
Interest receivable
|
|
|
3
|
|
|
|
|
|
|
Total Assets
|
|
|
373,825,520
|
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
Payable to investment adviser
|
|
|
16,779
|
|
Redemptions payable
|
|
|
480,384
|
|
|
|
|
|
|
Total Liabilities
|
|
|
497,163
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
$373,328,357
|
|
|
|
|
|
|
|
|
NET ASSETS REPRESENTED BY:
|
|
|
|
|
Capital stock, $0.10 par value
|
|
|
$37,332,836
|
|
Paid-in capital in excess of par
|
|
|
335,995,521
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
$373,328,357
|
|
|
|
|
|
|
|
|
CAPITAL STOCK:
|
|
|
|
|
Authorized
|
|
|
1,000,000,000
|
|
Issued and Outstanding
|
|
|
373,328,357
|
|
|
|
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:
|
|
|
$1.00
|
|
|
|
|
|
|
|
|
(a)
Cost of investments
|
|
$
|
307,067,800
|
|
(b)
Cost of reverse repurchase agreements
|
|
$
|
63,525,000
|
|
See Notes to Financial
Statements.
Annual Report - December 31, 2013
GREAT-WEST FUNDS, INC.
Statement of Operations
For the fiscal year ended December 31, 2013
|
|
|
|
|
|
|
Great-West Money
Market
Fun
d
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
Interest
|
|
|
$251,485
|
|
|
|
|
|
|
Total Income
|
|
|
251,485
|
|
|
|
|
|
|
|
|
EXPENSES:
|
|
|
|
|
Management fees
|
|
|
1,916,728
|
|
|
|
|
|
|
Total Expenses
|
|
|
1,916,728
|
|
|
|
|
|
|
|
|
Less amount reimbursed by investment adviser
|
|
|
1,665,243
|
|
|
|
|
|
|
|
|
Net Expenses
|
|
|
251,485
|
|
|
|
|
|
|
NET INVESTMENT INCOME
|
|
|
0
|
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
$0
|
|
|
|
|
|
|
See Notes to Financial
Statements.
Annual Report - December 31, 2013
GREAT-WEST FUNDS, INC.
Statement of Changes in Net Assets
For the fiscal years ended December 31, 2013 and 2012
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
Great-West Money Market Fund
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL SHARE TRANSACTIONS:
|
|
|
|
|
|
|
|
|
Shares sold
|
|
$
|
285,686,963
|
|
|
$
|
401,163,010
|
|
Shares redeemed
|
|
|
(387,160,461)
|
|
|
|
(413,049,864)
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Net Assets Resulting from Capital Share Transactions
|
|
|
(101,473,498)
|
|
|
|
(11,886,854)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Decrease in Net Assets
|
|
|
(101,473,498)
|
|
|
|
(11,886,854)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
474,801,855
|
|
|
|
486,688,709
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
373,328,357
|
|
|
$
|
474,801,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL SHARE TRANSACTIONS - SHARES:
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
285,686,963
|
|
|
|
401,163,010
|
|
Shares redeemed
|
|
|
(387,160,461)
|
|
|
|
(413,049,864)
|
|
|
|
|
|
|
|
|
|
|
Net Decrease
|
|
|
(101,473,498)
|
|
|
|
(11,886,854)
|
|
|
|
|
|
|
|
|
|
|
See Notes to Financial
Statements.
Annual Report - December 31, 2013
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,
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
Great-West Money Market Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE, BEGINNING OF YEAR
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
(a)
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
0.00
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total From Investment Operations
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE, END OF YEAR
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL RETURN
(c) (d)
|
|
|
0.00%
|
|
|
|
0.00%
|
|
|
|
0.00%
|
|
|
|
0.00%
|
|
|
|
0.01%
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (000)
|
|
|
$373,328
|
|
|
|
$474,802
|
|
|
|
$486,689
|
|
|
|
$529,766
|
|
|
|
$480,629
|
|
|
|
Ratio of expenses to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before waiver
|
|
|
0.46%
|
|
|
|
0.46%
|
|
|
|
0.46%
|
|
|
|
0.46%
|
|
|
|
0.46%
|
|
|
|
After waiver
|
|
|
0.06%
|
|
|
|
0.10%
|
|
|
|
0.05%
|
|
|
|
0.16%
|
|
|
|
0.28%
|
|
|
|
Ratio of net investment income (loss) to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before waiver
|
|
|
(0.40%)
|
|
|
|
(0.36%)
|
|
|
|
(0.41%)
|
|
|
|
(0.30%)
|
|
|
|
(0.17%)
|
|
|
|
After waiver
|
|
|
0.00%
|
|
|
|
0.00%
|
|
|
|
0.00%
|
|
|
|
0.00%
|
|
|
|
0.01%
|
|
|
|
(a)
|
Per share amounts are based upon average shares outstanding.
|
(b)
|
Amount was less than $0.01 per share.
|
(c)
|
Performance does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, returns would be lower.
|
(d)
|
Performance shown net of expenses reimbursed. Without the expense reimbursement, the return shown would have been lower.
|
See Notes to Financial
Statements.
Annual Report - December 31, 2013
GREAT-WEST FUNDS, INC.
GREAT-WEST MONEY MARKET 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 Money Market 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 as high a level of current income as is
consistent with the preservation of capital and liquidity. 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies of the Fund.
Security Valuation
The value of assets in the Fund is determined as of the close of trading
on each valuation date. The net asset value of the Funds shares is determined by dividing the net assets attributable to the Fund by the number of issued and outstanding shares of the Fund on each valuation date.
Investments held by the Fund are valued at the amortized cost method of valuation permitted in accordance with Rule 2a-7 under the 1940 Act and
certain conditions therein. Under the amortized cost method, which does not take into account unrealized capital gains or losses, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization to maturity of
any discount or premium.
The Fund classifies its valuations into three levels based upon the transparency of inputs to the valuation of
the Funds 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 Funds own assumptions and would be based on the best information available under the circumstances.
As of December 31, 2013, 100% of the Funds investments are valued using amortized cost. Amortized cost closely approximates a
securitys current fair value, but since the value is not derived from a quoted price in an active market, amortized securities are considered to be valued using Level 2 inputs. 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, 2013
Reverse Repurchase Agreements
The Fund may engage in reverse repurchase agreement transactions with institutions that the Funds 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 Funds custodian and/or securities lending agent receives delivery of the underlying securities collateralizing a reverse
repurchase agreement. Collateral is at least equal to the value of the repurchase obligation including interest. A reverse 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 Funds 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.
Dividends
Dividends from net investment
income of the Fund, if any, are declared daily and paid monthly. Income dividends are reinvested in additional shares at net asset value. Dividends from capital gains of the Fund, if any, are declared and reinvested at least annually in additional
shares at net asset value.
Security Transactions
Security transactions are accounted for on the date the security is purchased or sold (trade date). Realized gains and losses from investments sold are determined on a specific lot selection. Interest income,
including amortization of discounts and premiums, is recorded daily.
Federal Income Taxes and Distributions to Shareholders
The Funds policy complies with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies
and the Fund intends to distribute substantially all of its net taxable income and net capital gains, if any, each year. The Fund is not subject to income taxes to the extent such distributions are made. Therefore, no federal income taxes or excise
tax provision is required.
As of and during the year ended December 31, 2013, the Fund did not have a liability for any
unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Fund did not incur any interest or penalties.
The Fund files U.S. Federal and Colorado tax returns. The statute of limitations on the Funds U.S. Federal tax returns remain open for the
fiscal years ended 2010 through 2013. The statute of limitations on the Funds Colorado tax returns remain open for an additional year.
Application of Recent Accounting Pronouncements
In December 2011, the Financial Accounting Standards Board (ASU) issued ASU No. 2011-11
Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
(ASU No. 2011-11).
ASU No. 2011-11 requires an entity to enhance disclosures about financial and derivative instrument offsetting arrangements or similar arrangements to enable users of its financial statements to understand the effect of those arrangements on
its financial position. ASU No. 2011-11 is effective for interim or annual periods beginning on or after January 1, 2013. The Fund adopted ASU No. 2011-11 for its fiscal year beginning January 1, 2013. The adoption of
ASU No. 2011-11 did not have an impact on the Funds financial position or the results of its operations.
In January 2013,
the Financial Accounting Standards Board issued ASU No. 2013-01
Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities
(ASU No. 2013-01). ASU No. 2013-01 clarifies
that the scope of ASU No. 2011-11 applies to derivatives, repurchase agreements, reverse repurchase agreements, securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting
arrangement or similar agreement. ASU No. 2013-01 was effective for fiscal years and interim periods within those years beginning on or after January 1, 2013. The Fund adopted ASU No. 2013-01 for its fiscal year beginning
January 1, 2013. The adoption of ASU No. 2013-01 did not have an impact on the Funds financial position or the results of its operations.
Annual Report - December 31, 2013
2. OFFSETTING ASSETS AND LIABILITIES
The Great-West Funds enter into reverse repurchase transactions with several approved counterparties. Certain transactions are effected under
agreements which include master netting arrangements which provide for the netting of payment obligations and/or netting in situations of counterparty default. The following table summarizes the Funds financial investments that are subject to
an enforceable master netting arrangement at December 31, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset on the
Statement of Assets and
Liabilities
|
|
|
Investments (Assets):
|
|
Gross Amount of
Assets Presented
in the Statement of
Assets and
Liabilities
(a)
|
|
Financial
Instruments (b)
|
|
Cash Collateral
Received/
(Pledged) (b)
|
|
Net Amount
|
Reverse repurchase agreements (c)
|
|
$ 63,525,000
|
|
$ (63,525,000)
|
|
$ -
|
|
$ -
|
|
|
|
(a)
|
|
The gross amount of reverse repurchase agreements are not netted against offsetting liabilities for presentation on the Statement of Assets and
Liabilities.
|
|
|
(b)
|
|
Reported collateral within this table is limited to the net outstanding amount due from an individual counterparty. The collateral received/(pledged) by the Fund may
exceed these reported amounts.
|
|
|
(c)
|
|
The gross amount of reverse repurchase agreements assets is reported in reverse repurchase agreements, fair value in the Statement of Assets and
Liabilities.
|
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 the Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.46% of the average daily net assets of the Fund. The
management fee encompasses fund operation expenses. Effective January 15, 2009, the Adviser agreed to waive, on a voluntary basis, all or a portion of the Funds management fees. The fee waiver is expected to continue until
February 28, 2014. The Adviser may modify, extend or terminate the waiver at any time at its sole discretion without notice.
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 $318,850 for the year ended December 31, 2013.
Annual Report - December 31, 2013
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 Money Market Fund (the Fund), one of the funds of Great-West Funds, Inc. as
of December 31, 2013, 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 Funds 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 Funds 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, 2013, by correspondence with the custodian. 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 Money Market Fund as of
December 31, 2013, 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 19, 2014
|
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
|
|
Independent Director
|
|
Since 2007
|
|
Managing Attorney, Klapper Law Firm; Member, The Colorado Forum; President, Ward Lake, Inc.; 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
|
Sanford Zisman
8515 East Orchard
Road, Greenwood Village, CO 80111
1939
|
|
Lead Independent Director
|
|
Since 1982
|
|
Attorney, Law Firm of Zisman, Ingraham & Mong, P.C.
|
|
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
|
Mitchell
T.G. Graye
8515
East
Orchard
Road,
Greenwood
Village, CO 80111
1955
|
|
Chairman, President & Chief
Executive
Officer
|
|
Since 2000
(as Director)
Since 2008
(as Chairman)
Since 2008
(as
President and Chief Executive Officer)
|
|
President and Chief Executive Officer, Great-West Life & Annuity Insurance
Company, Great-West Life & Annuity Insurance Company of New York, and GWL&A Financial, Inc.; President and Chief Executive Officer, U.S. Operations, The Great-West Life Assurance Company, The Canada Life Assurance Company, Crown Life
Insurance Company, and London Life Insurance Company
|
|
62
|
|
N/A
|
Charles P.
Nelson
8515
East
Orchard
Road,
Greenwood Village, CO 80111
1961
|
|
Director
|
|
Since 2008
|
|
President, Retirement Services, Great-West 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
|
|
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
|
|
Chief Legal Counsel & Chief Compliance Officer
|
|
Since 2004
(as Chief Compliance Officer)
Since 2011
(as Chief Legal Counsel)
|
|
Chief Compliance Officer, Chief Legal Counsel, Financial Services, 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
Company, and London Life Insurance Company; Secretary and Chief Compliance Officer, GWFS Equities, Inc.; Chief Compliance Officer, Advised Assets Group, LLC; Chief Legal Officer and Secretary, FASCore, LLC; Chief Legal Counsel & Chief Compliance
Officer,
Great-West Capital
Management, LLC; formerly, Secretary, Great-West Capital Management, LLC and Great-West Funds
|
|
N/A
|
|
N/A
|
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
|
|
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; formerly Investment Operations Compliance Officer, Great-West Capital Management, LLC and Great-West Funds
|
|
N/A
|
|
N/A
|
David G.
McLeod
8515
East Orchard
Road,
Greenwood
Village, CO
80111
1962
|
|
Managing Director
|
|
Since 2012
|
|
Senior Vice President, Product Management, Great-West Life & Annuity
Insurance Company; Manager, Vice President and Managing Director, Advised Assets Group, LLC; Managing Director, Great-West Capital Management, LLC
|
|
N/A
|
|
N/A
|
Joel L.
Terwilliger
8515 East
Orchard
Road,
Greenwood
Village, CO
80111
1968
|
|
Assistant Chief Compliance Officer
|
|
Since 2011
|
|
Assistant Vice President and Associate Chief Compliance Officer, Great-West Life & Annuity Insurance Company; Associate Chief Compliance Officer &
Secretary, Advised Assets Group, LLC; Assistant Chief Compliance Officer,
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 Investment Company Act of
1940, as amended) 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 Investment Company Act of 1940, as amended) by virtue of their affiliation with Great-West Capital Management, LLC, GWFS Equities, Inc. or their affiliates.
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 Funds 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 Commissions website at
http://www.sec.gov
, and may be reviewed and
copied at the Commissions Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Availability of Proxy Voting Policies and Procedures
A
description of the policies and procedures that Great-West Funds uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-866-831-7129, and on the Securities and Exchange
Commissions website at
http://www.sec.gov
.
Availability of Proxy Voting Record
Information regarding
how Great-West Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-866-831-7129, and on the Securities and Exchange Commissions
website at
http://www.sec.gov
.
Investment Advisory Contract
Approval
The death of The Honorable Paul G. Desmarais on October 8, 2013 resulted in a change in the ultimate control of Power Corporation
of Canada, the ultimate parent company of Great-West Capital Management, LLC (GWCM), the Funds investment adviser. The voting securities of Power Corporation of Canada held directly or indirectly by Mr. Desmarais were
transferred to The Desmarais Family Residuary Trust, which was created on October 8, 2013 under the Last Will and Testament of Mr. Desmarais (the Trust). As a result, the Trust has voting control of Power Corporation of Canada.
The transfer of voting control over Power Corporation of Canada resulted in a change of control of GWCM and, therefore, constituted an
assignment of the investment advisory agreement between GWCM and Great-West Funds, Inc. (the Company), within the meaning of the Investment Company Act of 1940, as amended (the 1940 Act). An investment advisory
agreement automatically terminates upon its assignment under the 1940 Act.
In order to avoid disruption of the investment management
program of the Fund, the Board of Directors (the Board) of the Company, including the Directors who are not interested persons of the Fund (the Independent Directors), at meetings held on October 16, 2013 and
December 5, 2013, respectively, approved (i) an interim investment advisory agreement (the Interim Advisory Agreement) between the Company and GWCM and (ii) a new investment advisory agreement (the New Advisory
Agreement) between the Company and GWCM. The same portfolio management team continues to manage the Funds portfolio and the management fees, investment objectives, principal investment strategies and investment policies of the Fund
remained the same.
The Interim Advisory Agreement became effective on October 8, 2013 and remains in effect for 150 days or until shareholders
of the Fund approve the New Advisory Agreement. In considering the approval of the New Advisory Agreement, the Board took into account certain
information and materials relating to GWCM that the Board had received and considered in connection with the annual evaluation of the prior investment advisory agreement (the Prior Advisory
Agreement) between the Company and GWCM at the in-person meetings held on March 21, 2013 and April 18, 2013. The Board, including the Independent Directors, at a meeting held on April 18, 2013 (the Annual Meeting),
approved the continuation of the Prior Advisory Agreement between the Company and GWCM. At its December 5, 2013 meeting, the Board determined that the factors considered in connection with the Annual Meeting were applicable to its review of the
New Advisory Agreement.
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
registrants 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;
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(2)
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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;
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(3)
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Compliance with applicable governmental laws, rules, and regulations;
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(4)
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The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
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(5)
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Accountability for adherence to the code.
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(c)
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During the period covered by this report, there have been no amendments to the registrants Code of Ethics.
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(d)
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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.
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(f)
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Registrants Code of Ethics is incorporated by reference to Registrants Form N-CSRs filed on February 28, 2013 (File No. 2-75503).
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ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Mr. Sanford Zisman 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)
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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 registrants 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: $675,400 for fiscal year 2012
and $745,150 for fiscal year 2013.
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(b)
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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 registrants financial statements and are not reported under paragraph (a) of this Item were: $98,700 for fiscal year 2012 and $100,000 for fiscal year
2013. 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.
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(c)
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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 2012 and $0 for fiscal year 2013.
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(d)
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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.
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(e) (1)
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Audit Committees Pre-Approval Policies and Procedures
.
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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-
1
No pre-approval is required as to non-audit services provided to Great-West Funds if:
(a) the aggregate amount 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
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 Committees
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.
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(e) (2)
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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
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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 clients 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.
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approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
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(g)
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The aggregate non-audit fees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants
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 2012 equaled $1,447,600 and for fiscal year 2013 equaled $898,212.
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(h)
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The registrants Audit Committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the
registrants 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 accountants independence.
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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.
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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 registrants board of directors that were
implemented after the registrant last provided disclosure in response to this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a)
|
The registrants principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrants
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 commissions rules and forms and that such material information is accumulated and communicated to the
registrants management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.
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(b)
|
The registrants principal executive officer and principal financial officer are aware of no changes in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
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ITEM 12. EXHIBITS.
(a) (1) Code of Ethics required by Item 2 of Form N-CSR is
incorporated by reference to Registrants 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.
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GREAT-WEST FUNDS, INC.
|
|
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By:
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/s/ M.T.G. Graye
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M.T.G. Graye
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President and Chief Executive Officer
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Date:
|
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February 27, 2014
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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.
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By:
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/s/ M.T.G. Graye
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M.T.G. Graye
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President and Chief Executive Officer
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Date:
|
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February 27, 2014
|
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By:
|
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/s/ M.C. Maiers
|
|
|
M.C. Maiers
|
|
|
Chief Financial Officer & Treasurer
|
|
|
Date:
|
|
February 27, 2014
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