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)

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

Date of fiscal year end: December 31

Date of reporting period: December 31, 2013


ITEM 1. 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

 

One Year   Five Years   Ten Years

0.00%

  0.00%   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

 

Sector   % of Fund Investments

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 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
     (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 Fund’s 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

 

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   
       

 

 

 

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 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, 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 Fund’s 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 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, 2013, 100% of the Fund’s investments are valued using amortized cost. Amortized cost closely approximates a security’s 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 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 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 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.

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 Fund’s 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 Fund’s U.S. Federal tax returns remain open for the fiscal years ended 2010 through 2013. The statute of limitations on the Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 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, 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 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 .

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 Fund’s 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 Fund’s 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 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.

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)

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: $675,400 for fiscal year 2012 and $745,150 for fiscal year 2013.

 

(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: $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.

 

(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 2012 and $0 for fiscal year 2013.

 

(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-

 

 

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 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.

 

(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

 

 

 

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.


  

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 2012 equaled $1,447,600 and for fiscal year 2013 equaled $898,212.

 

(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/ M.T.G. Graye

 

M.T.G. Graye

  President and Chief Executive Officer

Date:    

 

February 27, 2014

 

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/ M.T.G. Graye

 

M.T.G. Graye

  President and Chief Executive Officer

Date:    

 

February 27, 2014

 

 

By:

 

/s/ M.C. Maiers

 

M.C. Maiers

  Chief Financial Officer & Treasurer

Date:    

 

February 27, 2014

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