N-CSR 1 d147133dncsr.htm GREAT-WEST MONEY MARKET FUND Great-West Money Market Fund
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-03364
GREAT-WEST FUNDS, INC.
(Exact name of registrant as specified in charter)
8515 E. Orchard Road, Greenwood Village, Colorado 80111
(Address of principal executive offices)
Edmund F. Murphy III
President and Chief Executive Officer
Great-West Life & Annuity Insurance Company
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, 2015


Item 1. REPORTS TO STOCKHOLDERS
GREAT-WEST FUNDS, INC.
Great-West Money Market Fund
(Institutional and Initial Class)
Annual Report
December 31, 2015
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, 2015
  One Year Five Year Ten Year / Since
Inception(a)
Institutional Class N/A N/A 0.00%
Initial Class 0.00% 0.00% 1.10%
(a) Institutional Class inception date was October 5, 2015.
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, 2015
Sector Percentage of
Fund Investments
Short Term Investments 100.00%
Total 100.00%
Shareholder Expense Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2015 to December 31, 2015).
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.


Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
  Beginning
Account Value
  Ending
Account Value
  Expenses Paid
During Period*
  (07/01/15)   (12/31/15)   (07/01/15 – 12/31/15)
Institutional Class          
Actual $1,000.00   $1,000.00   $0.10
Hypothetical
(5% return before expenses)
$1,000.00   $1,011.86   $0.20
Initial Class          
Actual $1,000.00   $1,000.00   $0.50
Hypothetical
(5% return before expenses)
$1,000.00   $1,024.71   $0.51
* Expenses are equal to the Fund's annualized expense ratio of 0.03% for the Institutional Class and 0.10% for the Initial Class shares, multiplied by the average account value over the period, multiplied by 88/365 days to reflect the Institutional share class's inception date of October 5, 2015 through December 31, 2015 and 184/365 days for the Initial share class.
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, 2015
Principal Amount   Fair Value
ASSET-BACKED SECURITIES
U.S. Government Agency — 0.00%(a)
$ 29,202 Federal Home Loan Mortgage Corp(b)
Series T20 Class A7
0.72%, 12/25/2029
      $ 29,202
TOTAL ASSET-BACKED SECURITIES — 0.00%
(Cost $29,202)
$ 29,202
SHORT TERM INVESTMENTS
Foreign Government Bonds and Notes — 3.66%
  International Bank for Reconstruction & Development  
24,900,000 0.26%, 01/14/2016   24,897,662
7,000,000 0.22%, 03/14/2016    6,996,876
      31,894,538
U.S. Government Agency Bonds and Notes — 100.61%
  Federal Home Loan Bank  
141,005,000 0.08%, 01/04/2016  141,004,022
9,113,000 0.24%, 01/05/2016    9,112,757
50,000,000 0.10%, 01/07/2016   49,999,167
43,779,000 0.10%, 01/08/2016   43,778,124
15,550,000 0.09%, 01/12/2016   15,549,572
20,000,000 0.13%, 01/15/2016   19,999,028
50,000,000 0.11%, 01/19/2016   49,997,249
25,000,000 0.20%, 01/21/2016   24,997,222
34,583,000 0.14%, 01/22/2016   34,580,277
13,507,000 0.26%, 01/27/2016   13,504,463
Principal Amount   Fair Value
U.S. Government Agency Bonds and Notes — (continued)
$ 17,182,000 0.22%, 01/28/2016   $ 17,179,165
41,123,000 0.11%, 01/29/2016   41,119,481
8,156,000 0.20%, 02/08/2016    8,154,278
22,000,000 0.21%, 02/10/2016   21,994,866
111,067,000 0.23%, 02/19/2016  111,032,883
25,000,000 0.32%, 02/22/2016   24,988,803
49,263,000 0.37%, 03/07/2016   49,230,019
17,912,000 0.39%, 03/30/2016   17,895,171
38,330,000 0.51%, 04/04/2016   38,279,942
46,278,000 0.39%, 04/19/2016   46,224,754
  Federal Home Loan Mortgage Corp  
5,952,000 0.15%, 02/29/2016    5,950,536
23,000,000 0.23%, 03/10/2016   22,989,858
25,000,000 0.41%, 04/14/2016   24,971,110
  Federal National Mortgage Association  
20,000,000 0.14%, 03/02/2016   19,995,254
2,362,000 0.27%, 04/27/2016    2,359,927
23,185,000 0.46%, 05/02/2016   23,149,641
     878,037,569
SHORT TERM INVESTMENTS — 104.27%
(Cost $909,932,107)
$ 909,932,107
TOTAL INVESTMENTS — 104.27%
(Cost $909,961,309)
$ 909,961,309
OTHER ASSETS & LIABILITIES, NET — (4.27)% $ (37,268,679)
TOTAL NET ASSETS — 100.00% $ 872,692,630
(a) Represents less than 0.005% of net assets.
(b) Adjustable rate security; interest rate is subject to change. Interest rate shown reflects the rate in effect at December 31, 2015.
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, 2015


GREAT-WEST FUNDS, INC.
Statement of Assets and Liabilities
As of December 31, 2015
  Great-West
Money Market Fund
ASSETS:  
Investments in securities, fair value(a) $909,961,309
Cash 73,497
Subscriptions receivable 10,219,413
Total Assets 920,254,219
LIABILITIES:  
Payable to investment adviser 78,935
Payable for administrative services fees 48,330
Redemptions payable 47,434,324
Total Liabilities 47,561,589
NET ASSETS $872,692,630
NET ASSETS REPRESENTED BY:  
Capital stock, $0.10 par value $87,269,263
Paid-in capital in excess of par 785,423,367
NET ASSETS $872,692,630
NET ASSETS BY CLASS  
Initial Class $870,237,438
Institutional Class $2,455,192
CAPITAL STOCK:  
Authorized  
Initial Class 1,250,000,000
Institutional Class 150,000,000
Issued and Outstanding  
Initial Class 870,237,438
Institutional Class 2,455,192
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:  
Initial Class $1.00
Institutional Class $1.00
(a) Cost of investments $909,961,309
See Notes to Financial Statements.

Annual Report - December 31, 2015


GREAT-WEST FUNDS, INC.
Statement of Operations
For the fiscal year ended December 31, 2015
  Great-West
Money Market Fund
INVESTMENT INCOME:  
Interest $414,218
Total Income 414,218
EXPENSES:  
Management fees 828,565
Administrative services fees – Initial Class 1,124,121
Total Expenses 1,952,686
Less amount waived by investment advisor 1,538,468
Net Expenses 414,218
NET INVESTMENT INCOME 0
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $0
See Notes to Financial Statements.

Annual Report - December 31, 2015


GREAT-WEST FUNDS, INC.
Statement of Changes in Net Assets
For the fiscal years ended December 31, 2015 and 2014
Great-West Money Market Fund 2015   2014
CAPITAL SHARE TRANSACTIONS:      
Shares sold      
Initial Class 1,191,127,713   219,873,603
Institutional Class 2,515,075   N/A
Shares redeemed      
Initial Class (618,982,667)   (295,109,568)
Institutional Class (59,883)   N/A
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions 574,600,238   (75,235,965)
Total Increase (Decrease) in Net Assets 574,600,238   (75,235,965)
NET ASSETS:      
Beginning of year 298,092,392   373,328,357
End of year $872,692,630   $298,092,392
CAPITAL SHARE TRANSACTIONS - SHARES:      
Shares sold      
Initial Class 1,191,127,713   219,873,603
Institutional Class 2,515,075   N/A
Shares redeemed      
Initial Class (618,982,667)   (295,109,568)
Institutional Class (59,883)   N/A
Net Increase (Decrease) 574,600,238   (75,235,965)
See Notes to Financial Statements.

Annual Report - December 31, 2015


GREAT-WEST FUNDS, INC.
GREAT-WEST MONEY MARKET FUND
Financial Highlights
Selected data for a share of capital stock of the Fund throughout the periods indicated.
    Income (Loss) from Investment Operations:   Less Distributions:      
  Net asset value,
beginning of year
Net
investment
income
Net realized
and unrealized
gain
Total from
investment
operations
  From return
of capital
From net
investment
income
From net
realized
gains
Total
Distributions
Net asset value,
end of year
Total
Return (a)(b)
Initial Class                      
12/31/2015 $1.00 - - 0.00   - - - (0.00) $1.00 0.00%
12/31/2014 $1.00 - - 0.00   - - - (0.00) $1.00 0.00%
12/31/2013 $1.00 - - 0.00   - - - (0.00) $1.00 0.00%
12/31/2012 $1.00 - - 0.00   - - - (0.00) $1.00 0.00%
12/31/2011 $1.00 - - 0.00   - - - (0.00) $1.00 0.00%
Institutional Class                      
12/31/2015 (c) $1.00 - - 0.00   - - - (0.00) $1.00 0.00%
  Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)
Ratio of net investment loss
to average net assets
(before reimbursement
and/or waiver, if applicable)
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)
Portfolio
turnover
rate
Supplemental Data and Ratios
Initial Class
12/31/2015 $870,237 0.46% 0.10% N/A 0.00% N/A
12/31/2014 $298,092 0.46% 0.05% N/A 0.00% N/A
12/31/2013 $373,328 0.46% 0.06% (0.40%) 0.00% N/A
12/31/2012 $474,802 0.46% 0.10% (0.36%) 0.00% N/A
12/31/2011 $486,689 0.46% 0.05% (0.41%) 0.00% N/A
Institutional Class
12/31/2015 (c) $ 2,455 0.11% (d) 0.03% (d) N/A 0.00% N/A
(a) Total return shown net of expenses waived. Without the expense waiver, the return shown would have been lower.
(b) Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, returns would be lower.
(c) Institutional Class inception date was October 5, 2015.
(d) Annualized.
See Notes to Financial Statements.

Annual Report - December 31, 2015


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-three funds. Interests in the Great-West Money Market Fund (the Fund) are included herein.
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 to insurance company separate accounts for certain variable annuity contracts and variable life insurance policies, to individual retirement account custodians or trustees, to plan sponsors of qualified retirement plans, to college savings programs, and to asset allocation funds that are a series of Great-West Funds.
The Fund offers two share classes, referred to as Initial Class and Institutional Class shares. The Institutional Class shares were capitalized on October 5, 2015. All shares of the Fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, expenses (other than those attributable to a specific class) and realized and unrealized gains and losses are allocated daily to each class of shares based on the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against operations of that class.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Great-West Funds are also investment companies and accordingly follow the investment company accounting and reporting guidance of U.S. GAAP. The following is a summary of the significant accounting policies of the Fund.
Security Valuation
The Board of Directors of the Fund has adopted policies and procedures for the valuation of the Fund’s securities and assets, and has appointed the Fair Value Pricing Committee of the investment adviser, Great-West Capital Management, LLC, to complete valuation determinations under those policies and procedures.
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 observability of inputs to the valuation of the Fund’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:
Level 1 – Unadjusted quoted prices for identical securities in active markets.
Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.

Annual Report - December 31, 2015


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, 2015, 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.
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 intends to comply with provisions under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. State tax returns may remain open for an additional fiscal year.
Distributions to shareholders from net investment income of the Fund, if any, are declared and paid monthly. Capital gain distributions of the Fund, if any, are declared and paid at least annually. Distributions are reinvested in additional shares of the Fund at net asset value. Distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.
Application of Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board issued ASU No. 2014-11, “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures” (ASU No. 2014-11). ASU No. 2014-11 amends the accounting for entities that enter into repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings. ASU No. 2014-11 requires new footnote disclosures for repurchase agreements and securities lending transactions accounted for as secured borrowings. The accounting changes in ASU 2014-11 are effective for the first interim or annual period beginning after December 15, 2014. The disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The Fund adopted ASU No. 2014-11 for its fiscal year beginning January 1, 2015. The adoption of ASU No. 2014-11 did not have an impact on the Fund’s financial position or the results of its operations.
2.  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). Effective May 1, 2015, as compensation for its services to the Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.11% of the average daily net assets of the Fund. Prior to May 1, 2015, the Adviser received 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 March 31, 2016. The Adviser may modify, extend or terminate the waiver at any time at its sole discretion without notice.

Annual Report - December 31, 2015


Effective May 1, 2015, Great-West Funds entered into an Administrative Services Agreement with GWL&A. Pursuant to the Administrative Services Agreement, GWL&A provides recordkeeping and administrative services to shareholders and account owners and receives from the Initial Class shares of the Fund a fee equal to 0.35% of the average daily net asset value of the applicable share class. Effective May 1, 2015 GWL&A agreed to waive, on a voluntary basis, all or a portion of the Fund's administrative services fees. GWL&A 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-three funds for which they serve as directors was $296,250 for the year ended December 31, 2015.
3.  INDEMNIFICATIONS
The Fund’s organizational documents provide current and former officers and directors with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report - December 31, 2015


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 of the Great-West Money Market Fund (the “Fund”), one of the funds of Great-West Funds, Inc., including the schedule of investments, as of December 31, 2015, 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, 2015, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. 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, 2015, 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.
DELOITTE & TOUCHE LLP
Denver, Colorado
February 26, 2016


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
Positions(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; Managing Director, The Colorado Forum; Manager, 6K Ranch, LLC; Director, Guaranty Bancorp 63 Director, Guaranty Bancorp
Donna L. Lynne

8515 East Orchard Road,
Greenwood Village, CO
80111

1953
Independent Director Since 2014 Executive Vice President and Group President, Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals; President, Kaiser Foundation Health Plan of Colorado; formerly, Group President, Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals 63 N/A
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.; Director, Guaranty Bancorp 63 Director, Guaranty Bancorp


Interested Directors**
Name,
Address, and
Age
Positions(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
Robert K. Shaw

8515 East Orchard Road,
Greenwood Village, CO
80111

1955
Chairman Since 2014 (as Director)

Since 2015 (as Chairman)
President, Individual Markets, GWL&A and GWL&A of NY; Director and Executive Vice President, GWFS; Manager, Chairman, President and Chief Executive Officer, GWCM 63 N/A
Officers
Name,
Address,
and Year of
Birth
Positions(s)
Held with
Great-West Funds
Term of
Office and
Length of
Time
Served
Principal Occupation(s)
During Past 5 Years
Number of
Fund in Fund
Complex
Overseen by
Director
Other
Directorships
Held by Director
Beverly A. Byrne

8515 East Orchard Road,
Greenwood Village, CO
80111

1955
Chief Compliance
Officer
Since 2004
(as Chief Compliance Officer)
Deputy General Counsel and Chief Compliance Officer, GWL&A and GWL&A of NY; Senior Vice President, Legal & Chief Compliance Officer, AAG, FASCore, and GWFS; Chief Compliance Officer, The Great-West Life Assurance Company, U.S. Operations, The Canada Life Assurance Company, formerly, Senior Vice President, Legal & Secretary, GWCM 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, GWL&A; Assistant Treasurer, GWCM and Great-West Trust Company, LLC (“GWTC”) N/A N/A
Ryan L. Logsdon

8515 East Orchard Road,
Greenwood Village, CO
80111

1974
Vice President,
Counsel & Secretary
Since 2010
(as Counsel &
Secretary)

Since 2016
(as Vice President)
Associate General Counsel, Products & Corporate, GWL&A and GWL&A of NY; Vice President, Counsel & Secretary, AAG, GWCM, and GWFS; formerly, Assistant Vice President & Assistant Secretary, GWCM N/A N/A


Officers
Name,
Address,
and Year of
Birth
Positions(s)
Held with
Great-West Funds
Term of
Office and
Length of
Time
Served
Principal Occupation(s)
During Past 5 Years
Number of
Fund in Fund
Complex
Overseen by
Director
Other
Directorships
Held by Director
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, GWL&A; Vice President and Treasurer, GWTC; Chief Financial Officer & Treasurer, GWCM N/A N/A
David G. McLeod

8515 East Orchard Road,
Greenwood Village, CO
80111

1962
Senior Vice President
& Managing Director
Since 2012
(as Managing Director)

Since 2014
(as Senior Vice President)
Senior Vice President, Product Management, GWL&A and GWL&A of NY; Manager, Senior Vice President and Managing Director, GWCM; Manager, Chairman, President and Chief Executive Officer, AAG N/A N/A
Edmund F. Murphy III

8515 East Orchard Road,
Greenwood Village,
CO 80111

1962
President and Chief
Executive Officer
Since 2015 President, Empower Retirement, GWL&A and GWL&A of NY; Director, GWFS Equities, Inc; Chairman, President & Chief Executive Officer, GWFS; formerly, Head of Defined Contribution at Putnam Investments N/A N/A
Cara B. Owen

8515 East Orchard Road,
Greenwood Village,
CO 80111

1981
Assistant Secretary
& Counsel
Since 2015 Counsel, Products, GWL&A; Assistant Secretary & Counsel, GWCM and GWTC N/A N/A
Joel L. Terwilliger

8515 East Orchard Road,
Greenwood Village, CO
80111

1968
Assistant Vice
President &
Associate
Chief
Compliance
Officer
Since 2011 (as Associate Chief Compliance Officer)

Since 2014 (as Assistant Vice President)
Assistant General Counsel & Associate Chief Compliance Officer GWL&A; Assistant Vice President and Associate Chief Compliance Officer, GWCM, GWFS and AAG 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.
*** Each director serves until the next shareholders’ meeting (and until the election and qualification of a successor), or until death, resignation, removal or retirement which takes effect no later than May 1 following his or her 75th birthday. Officers are elected by the Board on an annual basis to serve until their successors have been elected and qualified.
Additional information about Great-West Funds and its Directors is available in the Great-West Funds’ Statement of Additional Information (“SAI”), which can be obtained free of charge upon request to: Secretary, Great-West Funds, Inc., 8525 East Orchard Road, Greenwood Village, Colorado 80111; (866) 831-7129. The SAI is also available on the Fund’s web site at http://www.greatwestfunds.com.
Availability of Quarterly Portfolio Schedule
Great-West Funds files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Great-West Funds Forms N-Q are available on the Commission’s website at http://www.sec.gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that Great-West Funds uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-866-831-7129, and on the Securities and Exchange Commission’s website at http://www.sec.gov.
Availability of Proxy Voting Record
Information regarding how Great-West Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-866-831-7129, and on the Securities and Exchange Commission’s website at http://www.sec.gov.


ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report, the registrant has adopted a Code of Ethics (the “Code of Ethics”) that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(b) For purposes of this Item, "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) During the period covered by this report, there have been no amendments to the registrant’s Code of Ethics.
(d) During the period covered by this report, the registrant has not granted any express or implicit waivers from the provisions of the Code of Ethics.
(f) Registrant’s Code of Ethics is attached hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Ms. Donna Lynne is the audit committee financial expert and is "independent," pursuant to general instructions on Form N-CSR, Item 3.
An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Directors.


ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were: $770,000 for fiscal year 2014 and $820,000 for fiscal year 2015.
(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were: $100,000 for fiscal year 2014 and $90,000 for fiscal year 2015. 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 2014 and $0 for fiscal year 2015.
(d) All Other Fees. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.
(e) (1) Audit Committee’s Pre-Approval Policies and Procedures.
Pre-Approval of Audit Services. The Audit Committee must approve prior to retention all audit, review or attest engagements required under the securities laws that are provided to Great-West Funds by its independent auditors. The Audit Committee will not grant such approval to any auditors that are proposed to perform an audit for Great-West Funds if a chief executive officer, controller, chief financial officer, chief accounting officer or any person serving in an equivalent position for Great-West Funds that is responsible for the financial reporting or operations of Great-West Funds was employed by those auditors and participated in any capacity in an audit of Great-West Funds during the year period (or such other period proscribed under SEC rules) preceding the date of initiation of such audit.
Pre-Approval of Non-Audit Services. The Audit Committee must pre-approve any non-audit services, including tax services, to be provided to Great-West Funds by its independent auditors (except those within applicable de minimis statutory or regulatory exceptions)1 provided that Great-West Funds’ auditors will not provide the following non-audit services to Great-West Funds: (a) bookkeeping or other services related to the accounting records or

1No 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 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.


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-Great-West Funds 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 approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable.

2With 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.
3For 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.
4No 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.


(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 2014 equaled $1,625,800 and for fiscal year 2015 equaled $745,000.
(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 attached hereto.
(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/ Edmund F. Murphy III

  Edmund F. Murphy III
  President and Chief Executive Officer
Date:       February 25, 2016

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/ Edmund F. Murphy III

  Edmund F. Murphy III
  President and Chief Executive Officer
Date:       February 25, 2016
By:  

/s/ Mary C. Maiers

  Mary C. Maiers
  Chief Financial Officer & Treasurer
Date:          February 25, 2016