As filed with the Securities and Exchange Commission on May 5, 2017
File No. _-_____, ___-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
( ) Pre-Effective Amendment No. ____
( ) Post-Effective Amendment No. ____
GREAT-WEST FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
8515 E. Orchard Road
Greenwood Village, Colorado 80111
Registrant’s Telephone Number, including Area Code (866) 831-7129
David L. Musto
President and Chief Executive Officer
Great-West Funds, Inc.
8515 E. Orchard Road
Greenwood Village, Colorado 80111
(Address of Principal Executive Offices)
Copy to:
Renee M. Hardt, Esq.
Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601
Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.
TITLE OF SECURITIES BEING REGISTERED: Shares of Common Stock (par value $0.10 per share) of the Registrant.
No filing fee is required because of reliance on Section 24(f) and an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Dear Shareholder,
We wish to provide you with some important information concerning your investment in the Great-West Stock Index Fund (the “Target Fund”). The Board of Directors of Great-West Funds, Inc. (“Great-West Funds”) has approved this reorganization of the Target Fund, a series of Great-West Funds, into the Great-West S&P 500® Index Fund (the “Acquiring Fund”), which is also a series of Great-West Funds. As a result, effective on or about July 14, 2017, shareholders of the Target Fund will become shareholders of the Acquiring Fund.
The Target Fund and the Acquiring Fund (collectively, the “Funds”) share a common investment adviser, Great-West Capital Management, LLC and common sub-adviser, Irish Life Investment Managers Limited. The Target Fund’s investment objective is similar to that of the Acquiring Fund. Each Fund seeks to track the performance of its underlying index, before fees and expenses. The two Funds differ in the underlying indexes they seek to track. The Target Fund tracks the S&P 500® Index and the S&P MidCap 400® Index, weighted according to their pro rata share of the market, while the Acquiring Fund tracks the S&P 500® Index.
The Funds are subject to an identical management fee breakpoint schedule. However, since the Acquiring Fund has surpassed both management fee breakpoints (at $1 billion and $2 billion), it has a lower effective total management fee than the Target Fund, which has not passed any of the management fee breakpoints. As a result, shareholders of the Target Fund will pay a lower total expense upon effectiveness of this reorganization.
This reorganization is intended to be a tax-free transaction for federal income tax purposes, and the closing of this reorganization will be conditioned upon, among other things, receiving an opinion of counsel to the effect that this reorganization will qualify as a tax-free reorganization for federal income tax purposes. As a result, it is anticipated that shareholders will not recognize any gain or loss as a direct result of this reorganization.
Detailed information about the Agreement and Plan of Reorganization and the reasons for the Board’s approval of the Plan are contained in the enclosed materials.
NO ACTION ON YOUR PART IS REQUIRED TO EFFECT THE REORGANIZATION. You will automatically receive shares of the Acquiring Fund in exchange for your shares of the Target Fund on or about July 14, 2017. If you have any questions, please contact us at (866) 831-7129.
If you have any questions after considering the enclosed materials, please call.
|
| Sincerely, |
|
 |
|
| David Musto |
| President & Chief Executive Officer |
| Great-West Funds, Inc. |
Important Information for Great-West Stock Index Fund Shareholders
The enclosed Information Statement/Prospectus describes the contemplated reorganization of the Great-West Stock Index Fund (the “Target Fund”) into the Great-West S&P 500® Index Fund (the “Acquiring Fund” and, together with the Target Fund, the “Funds”). The Target Fund and the Acquiring Fund are collectively referred to herein as the “Funds” or individually as a “Fund.”
Although we recommend that you read the complete Information Statement/Prospectus, for your convenience, we have provided the following brief overview of this reorganization. Please refer to the more complete information about this reorganization contained elsewhere in the Information Statement/Prospectus.
SHAREHOLDER APPROVAL IS NOT REQUIRED TO EFFECT THE REORGANIZATION. YOU ARE NOT ASKED TO RETURN A PROXY OR TO TAKE ANY OTHER ACTION AT THIS TIME.
| Q. | Why am I receiving this Information Statement/Prospectus? |
On February 23, 2017, the Board of Directors of Great-West Funds (the “Board”) approved the reorganization of the Target Fund into the Acquiring Fund. As of the close of business on the effective date of the merger, investments in the Investor Class shares1 of the Target Fund will automatically become investments in the Investor Class shares of the Acquiring Fund with an equal total net asset value. You will not incur any fees or charges or any tax liability as a direct result of this reorganization. It is currently anticipated that this reorganization will close on or about July 14, 2017.
| Q. | Why has this reorganization been proposed for the Target Fund? |
| A. | Based on the recommendation by Great-West Capital Management, LLC (“GWCM”), each Fund’s investment adviser, as part of an overall product rationalization strategy, the Board has concluded that this reorganization of the Target Fund into the Acquiring Fund is in the best interest of the Target Fund and its shareholders, and that the Target Fund’s existing shareholders will not be diluted as a result of the Reorganization. In reaching this conclusion, the Board considered a number of factors, which are summarized below and are discussed in greater detail in the enclosed materials. |
The Board believes that the reorganization will benefit the Target Fund and its shareholders by, among other things, allowing the merger of a smaller fund into a larger combined fund with similar investment objectives and a lower total expense ratio.
The Acquiring Fund tracks the S&P 500® Index, while the Target Fund tracks both the S&P 500® Index and the S&P MidCap 400® Index, weighted according to their pro rata share of the market. Due to the Target Fund’s weighting of these indices, the Target Fund has a 92% holdings overlap with the Acquiring Fund, which means that the Target Fund invests 92% of its assets in stocks comprising the S&P 500® Index and only 8% of its assets in stocks comprising the S&P MidCap 400® Index. Today, the relatively small asset size of the Target Fund makes it less economically viable to operate both the Target Fund and the Acquiring Fund than to operate as a single combined fund. A larger combined fund has the potential to achieve greater economies of scale, if any, and a lower expense ratio by spreading certain duplicative fixed
1 Effective May 1, 2017, “Initial Class shares” have been renamed to “Investor Class shares.”
costs over a larger asset base (e.g., legal expenses, custody fees, audit fees, mailing costs and other expenses).
| Q. | How do the fees and expenses compare? |
| A. | The Funds have the same management fee schedule, which includes breakpoints. However, due to the larger asset size of the Acquiring Fund, the effective management fee of the Acquiring Fund is lower than the Target Fund because the Acquiring Fund is past its second breakpoint. Therefore, the Acquiring Fund has a lower total operating expense ratio than the Target Fund. |
| Q. | Will Target Fund shareholders receive new shares in exchange for their current shares? |
| A. | Yes. Once the reorganization is completed, each Target Fund shareholder will receive shares of the Acquiring Fund in an amount equal in total value to the total value of the Target Fund shares surrendered by such shareholder, in each case as of the close of trading on the closing date of the reorganization. |
| Q. | Will I have to pay federal income taxes as a result of the reorganization? |
| A. | No. The reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes. It is expected that investors in the Target Fund will recognize no gain or loss for federal income tax purposes as a direct result of the reorganization. The section entitled “The Proposed Reorganization—Material Federal Income Tax Consequences” of the Information Statement/Prospectus provides additional information regarding the federal income tax consequences of the reorganization. |
| Q. | Who will bear the costs of the reorganization? |
| A. | GWCM will bear all expenses of the reorganization even if the reorganization is not completed, including legal costs, audit fees, and printing and mailing expenses. GWCM estimates the costs of the reorganization to be $60,400. |
| Q. | What is the timetable for the reorganization? |
| A. | The reorganization is expected to occur at the close of business on or about July 14, 2017. |
| Q. | Whom do I call if I have questions? |
| A. | If you need any assistance, or have any questions regarding the reorganization, please call (866) 831-7129. |
Information Statement/Prospectus
Dated [__], 2017
Relating to the Acquisition of the Assets and Liabilities of
GREAT-WEST STOCK INDEX FUND
by GREAT-WEST S&P 500® INDEX FUND
This Information Statement/Prospectus is being furnished to shareholders of Great-West Stock Index Fund (the “Target Fund”), a series of Great-West Funds, Inc. (the “Great-West Funds”), a Maryland corporation and an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act). This Information Statement/Prospectus is provided in connection with the reorganization of the Target Fund into Great-West S&P 500® Index Fund (the “Acquiring Fund”), a series of Great-West Funds. The Target Fund and the Acquiring Fund are referred to herein collectively as the “Funds” and individually as a “Fund.” Upon completion of this reorganization, holders of Investor Class shares of the Target Fund will receive Investor Class shares of the Acquiring Fund, with the same total value as the total value of the Target Fund shares surrendered by such shareholders, each case as of the close of trading on the closing date of this reorganization. The Board has determined that this reorganization is in the best interests of the Target Fund. The address, principal executive office and telephone number of Great-West Funds is 8515 East Orchard Road, Greenwood Village, Colorado 80111 and (866) 831-7129.
The Securities and Exchange Commission has not approved or disapproved these securities or determined
whether the information in this Information Statement/Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
This Information Statement/Prospectus concisely sets forth the information shareholders of the Target Fund should know about this reorganization (in effect, investing in Investor Class shares of the Acquiring Fund) and constitutes an offering of Investor Class shares of common stock, par value $0.10 per share, of the Acquiring Fund. Please read it carefully and retain it for future reference.
SHAREHOLDER APPROVAL IS NOT REQUIRED TO EFFECT THIS REORGANIZATION. YOU ARE NOT ASKED TO RETURN A PROXY OR TO TAKE ANY OTHER ACTION AT THIS TIME.
The following document has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated into this Information Statement/Prospectus by reference and also accompanies this Information Statement/Prospectus:
| | (i) | the Acquiring Fund’s prospectus, dated May 1, 2017, as supplemented through the date of this Information Statement/Prospectus. |
The following documents contain additional information about the Funds, have been filed with the SEC and are incorporated into this Information Statement/Prospectus by reference:
| | (i) | the Target Fund’s prospectus, dated May 1, 2017, as supplemented through the date of this Information Statement/Prospectus, only insofar as it relates to the Target Fund; |
| | (ii) | the audited financial statements contained in the Funds’ annual reports for the fiscal year ended December 31, 2016; |
| | (iii) | the statement of additional information relating to this proposed reorganization, dated May [ ], 2017 (the “Reorganization SAI”); and |
| | (iv) | the Funds’ statement of additional information dated May 1, 2017, as supplemented through the date of this Information Statement/Prospectus, only insofar as it relates to the Funds. |
No other parts of the documents referenced above are incorporated by reference herein.
Copies of the foregoing may be obtained without charge by calling (866) 831-7129 or writing the Funds at Great-West Funds, Inc., Attn: Secretary, 8515 East Orchard Road, Greenwood Village, Colorado 80111. If you wish to request the Reorganization SAI, please ask for the “Reorganization SAI.”
Great-West Funds is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith files reports and other information with the SEC. Reports, proxy statements, registration statements and other information filed by Great-West Funds (including the registration statement relating to the Acquiring Fund on Form N-14 of which this Information Statement/Prospectus is a part) may be inspected without charge and copied (for a duplication fee at prescribed rates) at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at (202) 551-8090 for information about the operation of the Public Reference Room. You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. You may also access reports and other information about the Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.
TABLE OF CONTENTS
SUMMARY
The following is a summary of, and is qualified by reference to, the more complete information contained in this Information Statement/Prospectus and the information attached hereto or incorporated herein by reference, including the Agreement and Plan of Reorganization. Once this reorganization is completed, shareholders of the Target Fund will become shareholders of the Acquiring Fund and will cease to be shareholders of the Target Fund.
Shareholders should read the entire Information Statement/Prospectus carefully together with the Acquiring Fund’s Prospectus that accompanies this Information Statement/Prospectus, which is incorporated herein by reference. This Information Statement/Prospectus constitutes an offering of Investor Class shares of the Acquiring Fund only.
Background
The Target Fund was launched February 25, 1982, and the Acquiring Fund was launched September 8, 2003. Great-West Capital Management, LLC (“GWCM”) is the adviser and Irish Life Investment Managers Limited (“ILIM”) is the sub-adviser to both the Target Fund and Acquiring Fund (collectively, the “Funds”). Before ILIM, both the Target Fund and Acquiring Fund were sub-advised by Mellon Capital Management Corporation and its predecessors.
Both the Acquiring Fund and Target Fund are index funds, which means they seek to track the performance, after fees and expenses, of a particular benchmark index. The Acquiring Fund tracks the S&P 500® Index. The Target Fund tracks the S&P 500® Index and the S&P MidCap 400® Index, weighted according to their pro rata share of the market. The S&P 500® Index is a market capitalization-weighted index of the 500 leading companies in leading industries of the U.S. economy. The S&P MidCap 400® Index is a market capitalization-weighted index comprised of 400 stocks representing companies in the middle tier of U.S. stock market capitalization.
Due to the Target Fund’s weighting of these indices, as of November 30, 2016, the Target Fund has a 92% holdings overlap with the Acquiring Fund, which means that the Target Fund invests 92% of its assets in stocks comprising the S&P 500® Index and 8% of its assets in stocks comprising the S&P MidCap 400® Index.
As a result, despite the difference in the Funds’ benchmark index, the Target Fund and Acquiring Fund have similar performance. The Target Fund has performed slightly better due to the additional allocation to stocks comprising the S&P MidCap 400® Index.
The Target Fund and Acquiring Fund have an identical management fee breakpoint schedule. Since the Acquiring Fund has surpassed both management fee breakpoints (at $1 billion and $2 billion), it will have a lower effective management fee than the Target Fund, which has not passed any of the management fee breakpoints to date. As a result, shareholders of the Target Fund pay a lower total expense ratio upon effectiveness of the reorganization. For more details on fees and expenses, please see “Fees and Expenses” below.
Additionally, while the Acquiring Fund remains a very popular investment option because the S&P 500® Index is widely regarded as the best gauge for the U.S. equities market, there has been little interest in the Target Fund. The Acquiring Fund has roughly $2.5 billion in assets under management. The Target Fund has less than $300 million in assets under management, and 90% of these assets are from retirement plans sold 20 or more years ago.
The Reorganization
This Information Statement/Prospectus is being furnished to shareholders of the Target Fund in connection with the combination of the Target Fund with and into the Acquiring Fund pursuant to the terms and conditions of the Agreement and Plan of Reorganization entered into by Great-West Funds, on behalf of the Funds, and GWCM (the “Agreement”). The Agreement provides for (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for Investor Class shares of common stock, par value $0.10 per share, of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution by the Target Fund of Investor Class shares of the Acquiring Fund to the holders of Investor Class shares of the Target Fund in complete liquidation and termination of the Target Fund. The Board unanimously approved the
1
Reorganization and the Agreement at a meeting held on February 23, 2017. Once this reorganization is completed, Target Fund shareholders will become shareholders of the Acquiring Fund.
It is anticipated that the closing of this reorganization (the “Closing”) will occur at the close of business on or about July 14, 2017 (the “Closing Date”), but it may be at a different time as described herein. For a more detailed discussion about this reorganization, please see “The Proposed Reorganization” below.
Reasons for the Proposed Reorganization
The Board believes that this proposed reorganization would be in the best interests of the Target Fund and the Acquiring Fund. For a more detailed discussion of the Board’s considerations regarding the approval of this reorganization, see “The Board’s Approval of the Reorganization” below.
Distribution, Purchase, Redemption, Exchange of Shares and Dividends
The Funds have identical procedures for purchasing, exchanging and redeeming shares for each share class. The Funds offer three classes of shares: Institutional Class, Investor Class, and Class L. Institutional Class and Class L have not yet commenced operations for the Target Fund. The corresponding classes of each Fund have the same investment eligibility criteria. Each Fund normally declares and pays dividends from net investment income, if any, semi-annually. For each Fund, any capital gains are normally distributed at least once a year. See “Comparison of the Funds— Purchase and Sale of Fund Shares” below for a more detailed discussion.
Material Federal Income Tax Consequences of the Reorganization
It is expected that neither Fund nor its respective investors will recognize gain or loss for federal income tax purposes as a direct result of this reorganization. For a more detailed discussion of the federal income tax consequences of this reorganization, please see “The Proposed Reorganization—Material Federal Income Tax Consequences” below.
COMPARISON OF THE FUNDS
Investment Objectives
The Funds have substantially similar investment objectives. Each Fund’s investment objective may be changed without shareholder approval upon providing notice at least 60 days in advance.
| | | | |
| Target Fund – Investment Objective | | | | Acquiring Fund – Investment Objective |
Seeks to track the S&P 500® Index and the S&P MidCap 400® Index, weighted according to their pro rata share of the market (the “Target Fund Benchmark Index”). | | | | Seeks to track the S&P 500® Index (the “Acquiring Fund Benchmark Index”). |
Investment Strategies
The Target Fund and the Acquiring Fund have similar principal investment strategies.
| | | | |
| Target Fund - Principal Investment Strategies | | | | Acquiring Fund - Principal Investment Strategies |
The Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks included in the Target Fund Benchmark Index. The Fund will seek investment results that track the total return of the common stocks that comprise the Target Fund Benchmark Index by owning the securities contained in the Target Fund Benchmark Index in as close as possible a proportion of the Fund as each stock’s weight in the Target Fund Benchmark Index. | | | | The Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks included in the Acquiring Fund Benchmark Index. The Fund will seek investment results that track the total return of the common stocks that comprise the Acquiring Fund Benchmark Index by owning the securities contained in the Acquiring Fund Benchmark Index in as close as possible a proportion of the Fund as each stock’s weight in the Acquiring Fund Benchmark Index. |
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The Fund may invest in all the stocks in the Target Fund Benchmark Index and/or through a combination of stock ownership and owning futures contracts on the Target Fund Benchmark Index and options on futures contracts, and exchange-traded funds that seek to track the Target Fund Benchmark Index. | | | | The Fund may invest in all the stocks in the Acquiring Fund Benchmark Index and/or through a combination of stock ownership and owning futures contracts on the Acquiring Fund Benchmark Index and options on futures contracts, and exchange-traded funds that seek to track the Acquiring Fund Benchmark Index. |
In evaluating this reorganization, each Target Fund shareholder should consider the risks of investing in the Acquiring Fund. The principal investment risks of investing in the Acquiring Fund are described in the section below entitled “Principal Investment Risks.”
Fees and Expenses
The tables below provide information about the fees and expenses attributable to Investor Class shares of the Funds, and the pro forma fees and expenses of the combined fund. The pro forma fees and expenses are based on the amounts shown in the table for each Fund, assuming this reorganization occurred as of December 31, 2016.
Please note, the expenses listed in the table below have been restated so that the information reflects the new fee structure and management fee breakpoints effective May 1, 2017.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
| | | | | | |
| Investor Class | | Target Fund 12/31/2016 | | Acquiring
Fund 12/31/2016 | | Combined Fund Pro Forma 12/31/2016 |
Management Fees | | 0.23% | | 0.20% | | 0.20% |
Distribution and Service (12b-1) Fees | | 0.00% | | 0.00% | | 0.00% |
Total Other Expenses1 | | 0.40% | | 0.36% | | 0.36% |
Shareholder Services Fee | | 0.35% | | 0.35% | | 0.35% |
Other Expenses | | 0.05% | | 0.01% | | 0.01% |
Total Annual Fund Operating Expenses | | 0.63% | | 0.56% | | 0.56% |
Expense Reimbursements | | 0.03%2 | | 0.00% | | 0.00% |
Total Annual Fund Operating Expenses After Reimbursements | | 0.60% | | 0.56% | | 0.56% |
1 “Total Other Expenses” are based on estimated amounts for the current fiscal year.
2 GWCM has contractually agreed to waive fees or reimburse expenses that exceed 0.25% of the Target Fund’s average daily net assets attributable to the Investor Class, excluding Shareholder Services Fees, acquired fund fee expenses, brokerage expenses, taxes, dividend interest on short sales, interest expenses, and any extraordinary expenses, including litigation costs (the “Expense Limit”). The agreement’s current term ends on April 30, 2018, and will automatically renew for one-year terms unless it is terminated by Great-West Funds or GWCM upon written notice within 90 days of the end of the current term or upon termination of the advisory agreement. Under the agreement, GWCM may recoup, subject to Board approval, these waivers and reimbursements in future periods, not exceeding three years following the particular waiver/reimbursement, provided Total Annual Fund Operating Expenses of a Class plus such recoupment do not exceed the Expense Limit that was in place at the time of the waiver/reimbursement as well as the current Expense Limit.
Example
This Example below is intended to help you compare the cost of investing in each Fund and the pro forma cost of investing in the combined fund. The Example does not reflect the fees and expenses of any insurance company separate accounts for certain variable annuity contracts and variable life insurance policies (“variable contracts”), individual retirement account, qualified retirement plans, or college savings programs (collectively, “Permitted Accounts”). If reflected, the expenses in the Example would be higher.
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The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that the expense reimbursement for the Target Fund is in place for all periods, your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that each Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
| | | | | | |
Investor Class | | Target Fund | | Acquiring Fund | | Combined Fund Pro Forma |
1 Year | | $61 | | $57 | | $57 |
3 Years | | $199 | | $179 | | $179 |
5 Years | | $348 | | $313 | | $313 |
10 Years | | $783 | | $701 | | $701 |
Portfolio Turnover
Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Target Fund’s turnover rate was 7% of the average value of its portfolio. During the most recent fiscal year, the Acquiring Fund’s turnover rate was 7% of the average value of its portfolio.
Principal Investment Risks
The Target Fund and Acquiring Fund have the same principal investment risks, except that the Target Fund has one additional principal investment risk attendant to its investment in stocks of medium size companies (i.e., the S&P MidCap 400® Index).
The following principal investment risks are identical for both Funds:
Derivatives Risk - Using derivatives can disproportionately increase losses and reduce opportunities for gains when stock prices, currency rates or interest rates are changing. The Fund may not fully benefit from or may lose money on derivatives if changes in their value do not correspond accurately to changes in the value of the Fund’s holdings. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. Derivatives can also make a fund less liquid and harder to value, especially in declining markets.
Exchange-Traded Funds (“ETFs”) Risk - An ETF is subject to the risks associated with direct ownership of the securities comprising the index on which the ETF is based. Fund shareholders indirectly bear their proportionate share of the expenses of the ETFs in which the Fund invests. Lack of liquidity in an ETF could result in it being more volatile.
Index Risk - It is possible the Benchmark Index may perform unfavorably and/or underperform the market as a whole. As a result, it is possible that the Fund could have poor investment results even if it is tracking closely the return of the Benchmark Index, because the adverse performance of a particular stock normally will not result in eliminating the stock from the Fund. The Fund is not actively managed and the portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Fund’s return to be lower than if the Fund employed an active strategy.
Market Risk - Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market or economic developments in the U.S. and in other countries. Market risk may affect a single company, sector of the economy or the market as a whole.
Tracking Error Risk - The Fund may not be able to precisely track the performance of the Benchmark Index.
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The following principal risk is unique to the Target Fund:
Medium Size Company Securities Risk - The stocks of medium size companies often involve more risk and volatility than those of larger companies. Among other things, medium size companies are often dependent on a small number of products and have limited financial resources, and there is generally less publicly available information about them.
Fundamental Investment Restrictions
The Funds have identical fundamental investment restrictions that cannot be changed without shareholder approval. In addition, each Fund is a diversified fund. As a diversified fund, each Fund, with respect to 75% of its assets, may not invest more than 5% of its total assets in the securities of any one issuer (other than securities issued by other investment companies or by the U.S. government, its agencies, instrumentalities or authorities) and may not purchase more than 10% of the outstanding voting securities of any one issuer.
Performance Information
The bar charts and tables below provide an indication of the risk of investment in the Funds by showing changes in the performance of the Funds’ Investor Class shares for the last ten calendar years and comparing their average annual total return to the performance of a broad-based securities market index (and for the Target Fund, a secondary index, and a composite index). The returns shown below for the Funds are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Funds’ recurring expenses, but do not include fees and expenses of any Permitted Account. If those fees and expenses were reflected, the Funds’ performance shown would have been lower.
Updated performance information may be obtained at www.greatwestfunds.com (the web site does not form a part of this Prospectus).
Acquiring Fund Calendar Year Total Returns
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| | | | |
| | | Quarter Ended | | Total Return |
Best Quarter | | June 2009 | | 15.88% |
Worst Quarter | | December 2008 | | -22.09% |
Average Annual Total Returns for the Periods Ended December 31, 2016
| | | | | | |
| | | One Year | | Five Years | | Ten Years |
Investor Class | | 11.27% | | 13.99% | | 6.30% |
S&P 500® Index (reflects no deduction for fees, expenses or taxes) | | 11.96% | | 14.66% | | 6.95% |
Target Fund Calendar Year Total Returns
| | | | |
| | | Quarter Ended | | Total Return |
Best Quarter | | June 2009 | | 16.11% |
Worst Quarter | | December 2008 | | -22.33% |
Average Annual Total Returns for the Periods Ended December 31, 2016
| | | | | | |
| | | One Year | | Five Years | | Ten Years |
Investor Class | | 12.01% | | 14.08% | | 6.56% |
S&P 500® Index (reflects no deduction for fees, expenses or taxes) | | 11.96% | | 14.66% | | 6.95% |
S&P MidCap 400® Index (reflects no deduction for fees, expenses or taxes) | | 20.74% | | 15.33% | | 9.16% |
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Composite Index (reflects no deduction for fees, expenses or taxes)* | | 12.73% | | 14.73% | | 7.16% |
*The Composite Index reflects the performance of the S&P 500® Index and the S&P MidCap 400® Index, weighted according to their pro rata share of the market.
Investment Adviser
GWCM, a wholly owned subsidiary of Great-West Life & Annuity Insurance Company (“GWL&A”), serves as investment adviser to each Fund. GWCM provides investment advisory, fund operations, and accounting services to Great-West Funds. GWCM is registered as an investment adviser under the Investment Advisers Act of 1940. GWCM’s address is 8515 East Orchard Road, Greenwood Village, Colorado 80111. As of December 31, 2016, GWCM provides investment management services for mutual funds and other investment portfolios representing assets of $28.3 billion. GWCM and its affiliates have been providing investment management services since 1969.
GWCM has been named as a defendant in a complaint captioned Obeslo et al. v. Great-West Capital Management, LLC, which was filed in the United States District Court for the District of Colorado on January 29, 2016, subsequently amended on April 8, 2016, and consolidated on August 22, 2016 with a separate complaint captioned Duplass, Zwain, Bourgeois, Pfister & Weinstock APLC 401(k) Plan v. Great-West Capital Management, LLC, which was also filed in the United States District Court for the District of Colorado on May 20, 2016 (together the “Consolidated Complaint”). The Consolidated Complaint, which was filed by purported shareholders of the Great-West Funds, alleges that GWCM breached its fiduciary duty under Section 36(b) of the 1940 Act with respect to its receipt of advisory fees paid by the Great-West Funds. The Consolidated Complaint, which the plaintiffs purport to bring on behalf of the Great-West Funds, relates to the advisory fees paid by Great-West Funds. The Consolidated Complaint requests relief in the form of (1) a declaration that GWCM violated Section 36(b) of the 1940 Act, (2) permanently enjoining GWCM from further violating Section 36(b), (3) awarding compensatory damages, including repayment of excessive investment advisory fees, (4) rescinding the investment advisory agreement between GWCM and the Great-West Funds and (5) awarding reasonable costs from the Consolidated Complaint.
GWCM has been named as a defendant in an additional complaint captioned Obeslo et al. v. Great-West Life and Annuity Insurance Company and Great-West Capital Management, LLC, which was filed in the United States District Court for the District of Colorado on December 23, 2016 (“Second Obeslo Complaint”). The Second Obeslo Complaint, which was filed by purported shareholders of the Great-West Funds, alleges that the defendants breached their respective fiduciary duty under Section 36(b) of the 1940 Act with respect to shareholder services fees paid by the Great-West Funds and previously by GWCM to GWL&A. The Second Obeslo Complaint, which the plaintiffs purport to bring on behalf of the Great-West Funds, relates to the shareholder services fees paid by Great-West Funds and previously by GWCM. The Second Obeslo Complaint requests relief in the form of (1) a declaration that the defendants violated Section 36(b) of the 1940 Act, (2) awarding compensatory damages, including repayment of excessive shareholder services fees, (3) rescinding the administrative services agreement between GWL&A and the Great-West Funds and (4) awarding reasonable costs from the Second Obeslo Complaint.
GWCM believes that the Consolidated Compliant and the Second Obeslo Complaint are without merit, and intends to defend itself vigorously against the allegations. GWCM also believes that the Consolidated Compliant and Second Obeslo Complaint will not have a material adverse effect on the ability of GWCM to perform its obligations under its investment advisory agreement with the Fund.
Sub-Adviser
Great-West Funds and GWCM operate under a manager-of-managers structure under an order issued by the SEC. The current order permits GWCM to enter into, terminate or materially amend certain sub-advisory agreements without shareholder approval. This means GWCM is responsible for monitoring the sub-adviser’s performance through quantitative and qualitative analysis and periodically reports to the Board as to whether each sub-adviser’s agreement should be renewed, terminated or modified.
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Great-West Funds will furnish to shareholders of the Funds all information about a new sub-adviser or sub-advisory agreement that would be included in a proxy statement within 90 days after the addition of the new sub-adviser or the implementation of any material change in the sub-advisory agreement.
GWCM will not enter into a sub-advisory agreement with any sub-adviser that is an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, of Great-West Funds or GWCM other than by reason of serving as a sub-adviser to one or more funds without such agreement, including the compensation to be paid thereunder, being approved by the shareholders of the Funds.
The sub-adviser is responsible for the daily portfolio management of the Target and the Acquiring Fund and for making decisions to buy, sell, or hold any particular security. The sub-adviser bears all expenses in connection with the performance of its services, such as compensating and furnishing office space for its officers and employees connected with investment and economic research, trading and investment management of the Funds. GWCM, in turn, pays sub-advisory fees to the sub-adviser for its services out of GWCM’s advisory fee described below. The following is additional information regarding the Target and the Acquiring Fund’s sub-adviser:
Target Fund and Acquiring Fund Sub-Adviser
Irish Life Investment Managers Limited (“ILIM”) has been the sub-adviser for the Funds since 2016. ILIM is registered as an investment adviser with the SEC. ILIM’s address is Beresford Court, Beresford Place, Dublin 1, Ireland. ILIM is an affiliate of GWCM and GWL&A. ILIM is a subsidiary of Canada Life Group U.K. Ltd, which similar to GWCM, is owned through a series of wholly owned subsidiaries of Great-West Lifeco Inc., which is a financial services holding company with operations in Canada, the United States and Europe and is a member of the Power Financial Corporation group of companies. Power Financial Corporation is a majority-owned subsidiary of Power Corporation of Canada. The Desmarais Family Residuary Trust, a trust established pursuant to the Last Will and Testament of the Honourouble Paul G Desmarais, directly and indirectly controls a majority of the voting shares of Power Corporation of Canada.
The Indexation Team in ILIM manages the Funds’ portfolios. The following individuals on the Indexation Team have primary responsibility for the portfolio management of the Funds (each of these individuals has been a portfolio manager since ILIM was hired as a sub-adviser in 2016).
Nicola Dowdall is a Senior Fund Manager and has worked on the Indexation Team since 2000. Prior to joining the Indexation Team, she worked for two years as an investment accountant with ILIM. Prior to joining ILIM, Ms. Dowdall worked as an audit manager in practice. Ms. Dowdall graduated with a degree in Accounting from Dundalk Institution of Technology and is a Chartered Certified Accountant.
Michael Lynch, CFA is a Senior Fund Manager and has worked on the Indexation Team since 2006. Prior to joining ILIM, he worked for 6 years in Investment Technology Group Europe. He graduated with a degree in Commerce and he also holds a Masters in Economics, both from University College Cork.
Peter Leonard, CFA is a Senior Fund Manager and has worked on the Indexation Team since 2012. Prior to working in ILIM, Peter worked in the investments industry for 8 years as a private client fund manager and in investment management audit. Mr. Leonard graduated from Trinity College Dublin with a B.A. Business & Economics degree and is a qualified chartered accountant and a Qualified Financial Advisor.
Advisory Fees
For its services GWCM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.25% of each of the Target and Acquiring Fund’s average daily net assets up to $1 billion dollars, 0.18% of the Target and Acquiring Fund’s average daily net assets over $1 billion and 0.13% of the Target and Acquiring Fund’s average daily net assets over $2 billion.
For both the Acquiring and Target Fund, GWCM is responsible for all of its fees and expenses incurred in performing its services set forth in the agreement. Each Fund pays all of its general administrative expenses, all shareholder services fees with respect to Investor Class shares, and any extraordinary expenses, including litigation
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costs. GWCM has contractually agreed to waive fees or reimburse expenses that exceed 0.25% of each Fund’s average daily net assets attributable to Investor Class, excluding shareholder services fees, acquired fund fee expenses, brokerage expenses, taxes, dividend interest on short sales, interest expenses, and any extraordinary expenses, including litigation costs (the “Expense Limit”). The agreement’s current term ends on April 30, 2018 and automatically renews for one-year terms unless it is terminated by Great-West Funds or GWCM upon written notice within 90 days of the end of the current term or upon termination of the advisory agreement. Under the agreement, GWCM may recoup, subject to Board approval, these waivers and reimbursements in future periods, not exceeding three years following the particular waiver/reimbursement, provided Total Annual Fund Operating Expenses of a Class plus such recoupment do not exceed the Expense Limit that was in place at the time of the waiver/reimbursement as well as the current Expense Limit.
Directors and Officers
As of the date of this Information Statement/Prospectus, there are six members of the Board, one of whom is an “interested person” and five of whom are not interested persons (as defined in the 1940 Act) (the “independent directors”). The names and business addresses of the directors and officers of the Funds and their principal occupations and other affiliations during the past five years are set forth under “Management of Great-West Funds” in the Funds’ Statement of Additional Information, as supplemented, which is incorporated herein by reference.
Purchase and Sale of Fund Shares
Each Fund is not sold directly to the general public, but instead may be offered as an underlying investment for Permitted Accounts. Permitted Accounts may place orders on any business day to purchase and redeem shares of the Funds based on instructions received from owners of variable contracts or IRAs, or from participants of retirement plans or college savings programs. Please contact your registered representative, IRA custodian or trustee, retirement plan sponsor or administrator or college savings program for information concerning the procedures for purchasing and redeeming shares of the Funds.
The Funds do not have any initial or subsequent investment minimums. However, Permitted Accounts may impose investment minimums.
For a complete description of purchase, redemption and exchange options, see the section of each Fund’s Prospectus entitled “Shareholder Information.”
Each Fund earns dividends, interest and other income from its investments, and ordinarily distributes this income (less expenses) to shareholders as dividends semi-annually. Each Fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gains distributions at least once annually. Both dividends and capital gains distributions of each Fund are reinvested in additional shares of such Fund at net asset value.
The Target Fund intends to distribute to its shareholders, prior to the closing of this reorganization, all its net investment income and net capital gains, if any, for the period ending on the Closing Date. See “The Proposed Reorganization - Material Federal Tax Consequences” below.
Federal Income Tax Information
Each Fund qualifies and intends to continue to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). If a Fund qualifies as a regulated investment company and distributes its income as required by the Code, such Fund will not be subject to federal income tax to the extent that its net investment income and realized net capital gains are distributed to shareholders. Currently, Permitted Accounts generally are not subject to federal income tax on any Fund distributions. Owners of variable contracts, retirement plan participants, and IRA owners are also generally not subject to federal income tax on Fund distributions until such amounts are withdrawn from the variable contract, retirement plan or IRA. Distributions from a college savings program generally are not taxed provided that they are used to pay for qualified higher education expenses. More information regarding federal income taxation of Permitted Account owners may be found in the applicable prospectus and/or disclosure documents for that Permitted Account.
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Payments to Insurers, Broker-Dealers and Other Financial Intermediaries
Each Fund and its related companies may make payments to insurance companies, broker-dealers and other financial intermediaries for the sale of Fund shares and/or other services. These payments may be a factor that an insurance company, broker-dealer or other financial intermediary considers in including a Fund as an investment option in a Permitted Account. These payments also may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend a Fund over another investment. Ask your salesperson, visit your financial intermediary’s web site, or consult the variable contract prospectus for more information.
Further Information
Additional information concerning the Acquiring Fund and Target Fund is contained in this Information Statement/Prospectus and additional information regarding the Acquiring Fund is contained in the accompanying Acquiring Fund prospectus. The cover page of this Information Statement/Prospectus describes how you may obtain further information.
THE PROPOSED REORGANIZATION
The proposed Reorganization will be governed by the Agreement, a form of which is attached as Appendix A. The Agreement provides that the Target Fund will transfer all of its assets to the Acquiring Fund solely in exchange for the issuance of full and fractional shares of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Target Fund. The closing of this reorganization will take place at the close of business on the Closing Date. The following discussion of the Agreement is qualified in its entirety by the full text of the Agreement.
The Target Fund will transfer all of its assets to the Acquiring Fund, and in exchange, the Acquiring Fund will assume all the liabilities of the Target Fund and deliver to the Target Fund a number of full and fractional Investor Class shares of the Acquiring Fund having a net asset value equal to the value of the assets of the Target Fund less the liabilities of the Target Fund assumed by the Acquiring Fund as of the close of regular trading on the New York Stock Exchange on the Closing Date. At the designated time on the Closing Date as set forth in the Agreement, the Target Fund will distribute in complete liquidation and termination of the Target Fund, pro rata to its shareholders of record all Acquiring Fund shares received by the Target Fund. This distribution will be accomplished by the transfer of the Acquiring Fund shares credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Target Fund shareholders, and representing the respective pro rata number of Acquiring Fund shares due such shareholders. All issued and outstanding shares of the Target Fund will be canceled on the books of the Target Fund. As a result of the proposed Reorganization, each Target Fund Investor Class shareholder will receive a number of Acquiring Fund Investor Class shares equal in net asset value, as of the close of regular trading on the New York Stock Exchange on the Closing Date, to the net asset value of the Target Fund Investor Class shares surrendered by such shareholder as of such time.
The consummation of this reorganization is subject to the terms and conditions set forth in the Agreement and the representations and warranties set forth in the Agreement being true. The Agreement may be terminated by the mutual agreement of the Funds. In addition, either Fund may at its option terminate the Agreement at or before the Closing due if (i) the Closing has not occurred on or before ten months from the date of the Agreement, unless such date is extended by mutual agreement of the parties, or (ii) the other party materially breaches its obligations under the Agreement or makes a material and intentional misrepresentation in the Agreement or in connection with the Agreement.
The Target Fund will, within a reasonable period of time before the Closing Date, furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund’s list before the Closing Date. In addition, if it is determined that the portfolios of the Target Fund and
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Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing in the Agreement will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Target Fund Board or the GWCM, such disposition would adversely affect the tax-free nature of this reorganization for federal income tax purposes or would otherwise not be in the best interests of the Target Fund. It is expected that Target Fund shareholders will recognize no gain or loss for federal income tax purposes as a direct result of the reorganization. For a more detailed discussion of the federal income tax consequences of this reorganization, please see “The Proposed Reorganization—Material Federal Income Tax Consequences” below.
Description of Securities to be Issued
Shares of Common Stock. The Acquiring Fund offers three classes of shares – Institutional Class, Investor Class and Class L. Only Investor Class shares will be issued in this reorganization. Each share of the Acquiring Fund represents an equal proportionate interest in that Fund with each other share and is entitled to such dividends and distributions out of the income belonging to such Fund as are declared by the Board. Each share class represents interests in the same portfolio of investments. Differing expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Acquiring Fund, Investor Class shareholders are entitled to share pro rata in the net assets belonging to the Acquiring Fund allocable to the Investor Class available for distribution after satisfaction of outstanding liabilities of the Acquiring Fund allocable to the Investor Class. Additional classes of shares may be authorized in the future.
Voting Rights of Shareholders. Shareholders of the Acquiring Fund are entitled to one vote for each Fund share owned and fractional votes for fractional shares owned. However, shareholders of any particular class of the Acquiring Fund will vote separately on matters relating solely to such class and not on matters relating solely to any other class(es).
Pursuant to current interpretations of the 1940 Act, insurance companies that invest in the Acquiring Fund will solicit voting instructions from owners of variable contracts that are issued through separate accounts registered under the 1940 Act with respect to any matters that are presented to a vote of shareholders of the Acquiring Fund. Shares attributable to the Acquiring Fund held in variable contracts will be voted by insurance company separate accounts based on instructions received from owners of variable contracts. The number of votes that an owner of a variable contract has the right to cast will be determined by applying his/her percentage interest in the Acquiring Fund (held through a variable contract) to the total number of votes attributable to the Acquiring Fund. In determining the number of votes, fractional shares will be recognized. Shares held in the variable contracts for which the Acquiring Fund does not receive instructions and shares owned by GWCM, which provided initial capital to the Acquiring Fund, will be voted in the same proportion as shares for which the Acquiring Fund has received instructions. As a result of such proportionate voting a small number of variable contracts owners may determine the outcome of the shareholder vote(s).
Continuation of Shareholder Accounts and Plans; Share Certificates
The Acquiring Fund will establish an account for each Target Fund shareholder containing the appropriate number of shares of the appropriate class of the Acquiring Fund. The shareholder services and shareholder programs of the Funds are identical.
Service Providers
The Bank of New York Mellon serves as the custodian for the assets of each Fund. DST Systems, Inc. serves as the Funds’ transfer agent and dividend paying agent. Deloitte & Touche LLP serves as the independent auditors for each Fund.
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Material Federal Income Tax Consequences
As a condition to each Fund’s obligation to consummate this reorganization, each Fund will receive an opinion from Vedder Price P.C. (which opinion will be based on certain factual representations and certain customary assumptions and exclusions) substantially to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes:
| | 1. | The transfer by the Target Fund of all its assets to the Acquiring Fund solely in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund, immediately followed by the pro rata distribution of all the Acquiring Fund shares received by the Target Fund to the Target Fund shareholders in complete liquidation of the Target Fund and the termination of the Target Fund as soon as possible thereafter, will constitute “a reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Target Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code with respect to this reorganization. |
| | 2. | No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund. |
| | 3. | No gain or loss will be recognized by the Target Fund upon the transfer of all the Target Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund shares so received to the Target Fund shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. |
| | 4. | No gain or loss will be recognized by Target Fund shareholders upon the exchange, pursuant to this reorganization, of all their shares of the Target Fund solely for Acquiring Fund shares. |
| | 5. | The aggregate basis of the Acquiring Fund shares received by each Target Fund shareholder pursuant to this reorganization will be the same as the aggregate basis of the shares of the Target Fund exchanged therefor by such shareholder. |
| | 6. | The holding period of the Acquiring Fund shares received by each Target Fund shareholder in this reorganization will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the effective time of this reorganization. |
| | 7. | The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of this reorganization. |
| | 8. | The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. |
No opinion will be expressed as to (1) the effect of this reorganization on the Target Fund, the Acquiring Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year (or on the termination thereof) or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.
Prior to the closing of this reorganization, the Target Fund will declare a distribution to its shareholders, which together with all previous distributions, will have the effect of distributing to shareholders at least all its net investment income and realized net capital gains (after reduction by any available capital loss carryforwards and excluding any net capital gain on which the Target Fund paid federal income tax), if any, through the Closing Date of this reorganization. This distribution may include net capital gains resulting from the sale of portfolio assets discussed below. Additional distributions may be made if necessary. All dividends and distributions will be reinvested in additional shares of the Target Fund.
To the extent that a portion of the Target Fund’s portfolio assets are sold prior to this reorganization, the federal income tax effect of such sales would depend on the holding periods of such assets and the difference between the price at which such portfolio assets were sold and the Target Fund’s basis in such assets. Any net capital gains (net
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long-term capital gain in excess of any net short-term capital loss) recognized in these sales, after the application of any available capital loss carryforwards (capital losses from prior taxable years that may be used to offset future capital gains), would be distributed to the Target Fund’s shareholders as capital gain dividends. Any net short-term capital gains (in excess of any net long-term capital loss and after application of any available capital loss carryforwards) would be distributed as ordinary dividends. All such distributions would be made during or with respect to the Target Fund’s taxable year in which the sale occurs.
Investors who hold shares of the Target Fund through a Permitted Account are not expected to be currently taxed for federal income tax purposes on any dividends or distributions made by the Target Fund in connection with this reorganization.
It is estimated that approximately 8% of the Target Fund’s portfolio will be sold prior to or following this reorganization in connection with this portfolio repositioning. It is estimated that such portfolio repositioning would have resulted in realized gains of approximately $5,032,744 (approximately $0.44 per share) and brokerage commissions or other transaction costs of approximately $6,057, based on average commission rates normally paid by the Acquiring Fund, if such sales occurred on December 31, 2016. The sale of such investments could result in distributions to shareholders of the Target Fund prior to this reorganization. Reorganization costs do not include any commissions or other transaction costs that would be incurred due to portfolio repositioning.
Although it is not expected to affect investors who hold shares of the Funds through a Permitted Account, the Acquiring Fund’s ability to use, after this reorganization, the Target Fund’s or the Acquiring Fund’s pre-Reorganization capital losses, if any, may be limited under certain federal income tax rules applicable to reorganizations of this type. The effect of these potential limitations will depend on a number of factors, including the amount of the losses, the amount of gains to be offset, the exact timing of this reorganization and the amount of unrealized capital gains in the Funds at the time of this reorganization.
In addition, shareholders of the Target Fund will receive a proportionate share of any income and gains realized by the Acquiring Fund and not distributed to its shareholders prior to this reorganization when such income and gains are eventually distributed by the Acquiring Fund. As a result, shareholders of the Target Fund may receive a greater amount of distributions than they would have had this reorganization not occurred. Investors who hold shares of the Acquiring Fund through Permitted Accounts are not expected to be subject to current federal income taxation on such distributions.
This description of material federal income tax consequences of this reorganization is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisors as to the specific consequences to them of this reorganization, including the applicability and effect of state, local, non-U.S. and other tax laws.
Reorganization Expenses
The expenses associated with this reorganization include, but are not limited to, legal and auditing fees, as well as the costs of printing and distributing this Information Statement/Prospectus. GWCM will pay all reorganization expenses.
Estimated Reorganization costs have been allocated as follows: Printing costs are estimated at $33,000, Portfolio transitioning costs are estimated at $4,150, and legal and auditing fees are estimated at $23,250, all of which are also included in the total expense estimate.
Capitalization
The following table sets forth the capitalization of the Target Fund and the Acquiring Fund as of December 31, 2016, and the pro forma capitalization of the combined fund as if this reorganization had occurred on that date. These numbers may differ at the Closing Date.
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Capitalization Table as of December 31, 2016
| | | | | | | | |
Investor Class | | Target Fund | | Acquiring Fund | | Pro Forma Adjustments | | Pro Forma Combined Fund |
Net Assets | | $277,102,256 | | $1,370,742,930 | | | | $1,647,845,186 |
Shares Outstanding | | 11,395,876 | | 72,003,524 | | 3,159,982 | | 86,559,382 |
Net Asset Value Per Share | | $24.32 | | $19.04 | | | | $19.04 |
Shares Authorized | | 70,000,000 | | 150,000,000 | | | | 150,000,000 |
Legal Matters
Certain legal matters concerning the federal income tax consequences of this reorganization will be passed on by Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601.
Information Filed with the Securities and Exchange Commission
This Information Statement/Prospectus and the Reorganization SAI do not contain all the information set forth in the registration statements and the exhibits relating thereto and the annual and semi-annual reports, as applicable, which the Funds have filed with the SEC pursuant to the requirements of the Securities Act of 1933, as amended, and the 1940 Act, to which reference is hereby made. The SEC file number for the registration statement containing the current Prospectus and Statement of Additional Information for the Target Fund and Acquiring Fund is Registration No. 2-75503. Such Prospectuses and Statement of Additional Information relating to the Funds are incorporated herein by reference, insofar as they relate to the Funds.
Financial Highlights
The financial highlights of the Acquiring Fund have been derived from financial statements audited by Deloitte & Touche LLP, the Acquiring Fund’s independent registered public accounting firm.
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GREAT-WEST FUNDS, INC.
GREAT-WEST S&P 500® INDEX 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(a) | | | Net realized and unrealized gain (loss) | | | Total from investment operations | | | From net investment income | | | From net realized gains | | | Total Distributions | | | Net asset value, end of year | | | Total Return (b) | |
Initial Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/31/2016 | | $17.57 | | | 0.29 | | | | 1.68 | | | | 1.97 | | | | (0.17) | | | | (0.33) | | | | (0.50) | | | | $19.04 | | | | 11.27% | |
12/31/2015 | | $18.03 | | | 0.27 | | | | (0.13) | | | | 0.14 | | | | (0.22) | | | | (0.38) | | | | (0.60) | | | | $17.57 | | | | 0.75% | |
12/31/2014 | | $16.38 | | | 0.24 | | | | 1.89 | | | | 2.13 | | | | (0.27) | | | | (0.21) | | | | (0.48) | | | | $18.03 | | | | 13.00% | |
12/31/2013 | | $12.75 | | | 0.22 | | | | 3.79 | | | | 4.01 | | | | (0.28) | | | | (0.10) | | | | (0.38) | | | | $16.38 | | | | 31.62% | |
12/31/2012 | | $11.34 | | | 0.21 | | | | 1.53 | | | | 1.74 | | | | (0.20) | | | | (0.13) | | | | (0.33) | | | | $12.75 | | | | 15.42% | |
Class L | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/31/2016 | | $14.13 | | | 0.20 | | | | 1.34 | | | | 1.54 | | | | (0.19) | | | | (0.33) | | | | (0.52) | | | | $15.15 | | | | 10.97% | |
12/31/2015 | | $14.63 | | | 0.19 | | | | (0.11) | | | | 0.08 | | | | (0.22) | | | | (0.36) | | | | (0.58) | | | | $14.13 | | | | 0.50% | |
12/31/2014 | | $13.43 | | | 0.17 | | | | 1.54 | | | | 1.71 | | | | (0.30) | | | | (0.21) | | | | (0.51) | | | | $14.63 | | | | 12.74% | (c) |
12/31/2013 | | $10.55 | | | 0.15 | | | | 3.13 | | | | 3.28 | | | | (0.30) | | | | (0.10) | | | | (0.40) | | | | $13.43 | | | | 31.28% | (c) |
12/31/2012 | | $ 9.52 | | | 0.17 | | | | 1.27 | | | | 1.44 | | | | (0.28) | | | | (0.13) | | | | (0.41) | | | | $10.55 | | | | 15.16% | (c) |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/31/2016 | | $ 9.35 | | | 0.19 | | | | 0.89 | | | | 1.08 | | | | (0.30) | | | | (0.33) | | | | (0.63) | | | | $ 9.80 | | | | 11.66% | |
12/31/2015(d) | | $10.00 | | | 0.13 | | | | (0.21) | | | | (0.08) | | | | (0.24) | | | | (0.33) | | | | (0.57) | | | | $ 9.35 | | | | (0.77% | )(e) |
| | | | | | | | | | | | | | | | | | | | |
| | | 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 income 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(f) | |
Supplemental Data and Ratios | | | | | | | | | | | | | | | | |
Initial Class | | | | | | | | | | | | | | | | |
12/31/2016 | | $1,370,743 | | 0.60% | | | 0.60% | | | | N/A | | | | 1.61% | | | | 7% | |
12/31/2015 | | $1,309,029 | | 0.60% | | | 0.60% | | | | N/A | | | | 1.47% | | | | 10% | |
12/31/2014 | | $2,153,976 | | 0.60% | | | 0.60% | | | | N/A | | | | 1.42% | | | | 5% | |
12/31/2013 | | $1,803,943 | | 0.60% | | | 0.60% | | | | 1.49% | | | | 1.49% | | | | 4% | |
12/31/2012 | | $1,268,188 | | 0.60% | | | 0.60% | | | | 1.70% | | | | 1.70% | | | | 6% | |
Class L | | | | | | | | | | | | | | | | |
12/31/2016 | | $ 215,846 | | 0.85% | | | 0.85% | | | | N/A | | | | 1.35% | | | | 7% | |
12/31/2015 | | $ 91,235 | | 0.85% | | | 0.85% | | | | N/A | | | | 1.27% | | | | 10% | |
12/31/2014 | | $ 39,654 | | 0.85% | | | 0.85% | | | | N/A | | | | 1.19% | | | | 5% | |
12/31/2013 | | $ 11,625 | | 0.85% | | | 0.85% | | | | 1.24% | | | | 1.24% | | | | 4% | |
12/31/2012 | | $ 3,909 | | 0.85% | | | 0.85% | | | | 1.58% | | | | 1.58% | | | | 6% | |
Institutional Class | | | | | | | | | | | | | | | | |
12/31/2016 | | $1,009,653 | | 0.25% | | | 0.25% | | | | N/A | | | | 1.95% | | | | 7% | |
12/31/2015(d) | | $ 873,617 | | 0.25%(g) | | | 0.25%(g) | | | | N/A | | | | 1.97%(g) | | | | 10% | |
| (a) | Per share amounts are based upon average shares outstanding. |
| (b) | Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, returns would be lower. |
| (c) | Total return shown net of distribution fees waived. Without the waiver, the return shown would have been lower. |
| (d) | Institutional Class inception date was May 1, 2015. |
| (e) | Not annualized for periods less than one full year. |
| (f) | Portfolio turnover is calculated at the Fund level. |
See Notes to Financial Statements.
Annual Report - December 31, 2016
15
THE BOARD’S APPROVAL OF THE REORGANIZATION
Based on the considerations described below, the Board determined that this reorganization would be in the best interests of the Target Fund, and that the interests of the Target Fund’s existing shareholders would not be diluted as a result of this reorganization. Additionally, the Board determined that this reorganization would be in the best interests of the Acquiring Fund, and that the interests of the Acquiring Fund’s existing shareholders would not be diluted as a result of this reorganization. As such, the Board has approved this reorganization.
In preparation for the in-person meeting of the Target Fund Board held on February 23, 2017, at which this reorganization was considered, GWCM provided the Board with information for the meeting regarding the proposed reorganization, including the rationale therefor and alternatives considered to this reorganization of the Funds. Prior to approving this reorganization, the independent directors reviewed the foregoing information with their independent legal counsel and with management, reviewed with independent legal counsel applicable law and their duties in considering such matters, and met with independent legal counsel in a private session without management present. In approving this reorganization, the Board considered a number of factors in reaching its determination, including the following:
| | ● | | the compatibility of the Funds’ investment objectives, principal investment strategies, and principal investment risks; |
| | ● | | the relative fees and expense ratios of the Funds; |
| | ● | | the anticipated federal income tax-free nature of this reorganization; |
| | ● | | the expected costs of this reorganization and the fact that the Funds would not bear any of such costs; |
| | ● | | the terms of this reorganization and whether this reorganization would dilute the interests of shareholders of the Funds; |
| | ● | | the effect of this reorganization on shareholder rights; |
| | ● | | alternatives to this reorganization; and |
| | ● | | any potential benefits of this reorganization to GWCM and its affiliates as a result of this reorganization. |
Compatibility of Investment Objectives, Principal Investment Strategies and Related Risks
Based on the information presented, the Board noted that the Funds have substantially similar investment objectives and similar investment strategies and risks. Accordingly, the Board concluded that, to the extent the Target Fund’s principal investment strategies were consistent with those of the Acquiring Fund, its principal risks would also be consistent.
Investment Performance and Portfolio Management
The Board considered the investment performance of the Funds. While the Target Fund and Acquiring Fund have very similar performance, the Target Fund has outperformed the Acquiring Fund for each of the periods set forth below. The Target Fund has performed slightly better due to the additional (8%) allocation to stocks comprising the S&P MidCap 400® Index.
Performance* of Target Fund and Acquiring Fund as of December 31, 2016
| | | | | | | | | | | | |
| Performance Comparison | | Ticker | | Inception Date | | 1 Year
(%) | | 3 Year
(%) | | 5 Year
(%) | | 10 Year
(%) |
| Great-West Stock Index Fund Investor Class | | MXSIX | | 2/25/1982 | | 12.01 | | 8.30 | | 14.08 | | 6.56 |
| Great-West S&P 500® Index Fund Investor Class | | MXVIX | | 9/8/2003 | | 11.27 | | 8.20 | | 13.99 | | 6.30 |
| Comparison | | | | | | -0.75 | | -0.10 | | -0.09 | | -0.26 |
* Showing performance of Investor Class only.
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Fees and Expense Ratios
The Board considered the fees and expense ratios of the Funds (including estimated expenses of the combined fund following this reorganization) and the impact of expense caps. The Board noted that, effective May 1, 2017, the Acquiring Fund’s expenses are lower than the Target Fund’s expenses. The Board acknowledged that, as of such date, the total expense ratio is 0.20% of the average daily net assets (Institutional Class) for the Acquiring Fund and 0.23% of the average daily net assets (Institutional Class) for the Target Fund.
The Board considered that both the Target Fund and Acquiring Fund are subject to an identical management fee breakpoint schedule. The Board noted that since the Acquiring Fund has surpassed both management fee breakpoints (at $1 billion and $2 billion), it has a lower effective management fee than the Target Fund, which has not passed any of the management fee breakpoints. As a result, the Board concluded that shareholders of the Target Fund will pay a lower total expense upon effectiveness of this reorganization.
Federal Income Tax Consequences of the Reorganization
The Board considered the tax implications of this reorganization. The Board noted that this reorganization will be structured with the intention that it qualify as a tax-free reorganization for federal income tax purposes. The Board recognized that with fund reorganizations, applicable tax laws could impose limits on the amount of capital loss carryforwards that an acquiring fund may use in any one year.
Costs of the Reorganization
The Board considered the projected costs of this reorganization. The Board noted that GWCM will bear all the expenses incurred in connection with this proposed reorganization.
Dilution
The terms of this reorganization are intended to avoid dilution of the interests of the shareholders of the Funds. In this regard, shareholders of the Target Fund will receive the same class of shares in the Acquiring Fund, equal in total value to the total value of the shares of the Target Fund surrendered.
Effect on Shareholder Rights
The Board noted that shareholders of the Target Fund will receive the same class of shares of the Acquiring Fund, which are subject to the same shareholder services fees. The Board also considered that both Funds are a series of Great-West Funds and as such, the rights of Target Fund shareholders are the same as the rights of Acquiring Fund shareholders. The Board also considered that shares of both Funds are entitled to one vote per share held and fractional votes for fractional shares held.
Alternatives to the Reorganization
The Board noted that Great-West Funds has two passively managed large cap index funds – the Target Fund and Acquiring Fund, and three actively managed large cap funds – the Great-West Multi-Manager Large Cap Growth Fund, the Great-West Putnam Equity Index Fund, and the Great-West T. Rowe Price Equity Income Fund. The Board further noted that, of these options considered for merger, the Acquiring Fund is the only other passively managed large cap fund available for merger. The Board ultimately decided to approve GWCM’s proposal to reorganize the Target Fund into the Acquiring Fund because the Acquiring Fund is the only passively managed option, it has the closest fit to the investment objectives, principal investment strategies, and principal investment risks of the Target Fund, it has similar fees and expenses as the Target Fund, and has the lowest expense ratio of all the options considered. Additionally, the Board considered the lack of interest in the Target Fund over the last 20 years and the popularity of the Acquiring Fund, and that shareholders of the Target Fund have other options in which they could invest.
17
The Board also considered the alternative of liquidating the Target Fund. However, liquidation would require that GWL&A obtain a substitution order from the SEC under Section 26(c) of the 1940 Act in order to move the assets from one fund to another within an insurance company separate account, which is a lengthy process.
Potential Benefits to GWCM and its Affiliates
The Board recognized that this reorganization may result in some potential benefits and economies for GWCM and its affiliates. These may include, for example, cost savings as a result of (i) the elimination of the Target Fund as a fund in Great-West Funds’ complex, and (ii) the sub-advisory fees payable to ILIM are 0.0025% lower for the Acquiring Fund than the Target Fund.
Conclusion
The Board, including the independent directors, approved this reorganization, concluding that this reorganization is in the best interests of the Target Fund, and that the interests of existing shareholders of the Target Fund will not be diluted as a result of this reorganization. The Board, including the independent directors, also concluded that this reorganization is in the best interests of the Acquiring Fund, and that the interests of existing shareholders of the Acquiring Fund will not be diluted as a result of this reorganization. The Board did not identify any single factor discussed above as all-important or controlling, but considered all such factors together in approving this reorganization.
INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUND
Outstanding Shares
At the close of business on December 31, 2016, there were 11,395,876 Investor Class shares of the Target Fund outstanding. As of December 31, 2016, the directors and officers of the Target Fund as a group owned less than 1% of the total outstanding shares of the Target Fund and as a group owned less than 1% of the Investor Class shares of the Target Fund.
At the close of business on December 31, 2016, there were 72,003,524 Investor Class shares of the Acquiring Fund outstanding. As of December 31, 2016, the directors and officers of the Acquiring Fund as a group owned less than 1% of the total outstanding shares of the Acquiring Fund and as a group owned less than 1% of the Investor Class shares of the Acquiring Fund.
Beneficial Ownership
The following tables set forth the percentage of ownership of each person who, as of April 1, 2017, owns of record, or is known by the Funds to own of record or beneficially, 5% or more of any class of shares of either Fund. The tables also set forth the estimated percentage of shares of the combined fund that would have been owned by such parties if this reorganization had occurred on April 1, 2017. These amounts may differ on the Closing Date.
Shareholders who have the power to vote a larger percentage of shares (at least 25% of the voting shares) of a Fund can control the Fund and determine the outcome of a shareholder meeting. The votes of the shareholders of the Target Fund are not being solicited since their approval or consent is not necessary for this reorganization to take place.
| | | | | | |
| Target Fund – Investor Class Shares |
| Name of Owner | | Address of Owner | | Percentage of Ownership | | Estimated Pro Forma Percentage of Ownership of the Combined Fund After this Reorganization |
| Future Funds Series Account | | 8515 E. Orchard Road, Greenwood Village, CO 80111 | | 64.53% | | 0.00% |
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| | | | | | |
| Target Fund – Investor Class Shares |
| Name of Owner | | Address of Owner | | Percentage of Ownership | | Estimated Pro Forma Percentage of Ownership of the Combined Fund After this Reorganization |
| Future Funds II Series Account | | 8515 E. Orchard Road, Greenwood Village, CO 80111 | | 22.45% | | 0.00% |
| | | | | | |
| Acquiring Fund – Investor Class Shares |
| Name of Owner | | Address of Owner | | Percentage of Ownership | | Estimated Pro Forma Percentage of Ownership of the Combined Fund After this Reorganization |
| Future Funds Series Account | | 8515 E. Orchard Road, Greenwood Village, CO 80111 | | 0.00% | | 64.53% |
| Future Funds II Series Account | | 8515 E. Orchard Road, Greenwood Village, CO 80111 | | 36.63% | | 59.08% |
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APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of this [ ], 2017, by and among Great-West Funds, Inc., a Maryland corporation (the “Corporation”), on behalf of Great-West S&P 500 Index Fund, a separate series of the Corporation (the “Acquiring Fund”), and Great-West Stock Index Fund, a separate series of the Corporation (the “Acquired Fund,” together with the Acquiring Fund, each a “Fund” and collectively the “Funds”), and Great-West Capital Management, LLC (“GWCM”), investment adviser for the Funds (for purposes of section 10.2 of this Agreement only). The principal place of business of the Corporation is 8515 East Orchard Road, Greenwood Village, Colorado 80111.
This Agreement is intended to be and is adopted as a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). The reorganization (the “Reorganization”) will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Initial Class voting shares of common stock, $0.10 par value per share, of the Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, immediately followed by the pro rata distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation and termination of the Acquired Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:
1. Transfer of Assets of the Acquired Fund to the Acquiring Fund in Consideration for Acquiring Fund Shares and the Assumption of All Acquired Fund Liabilities and the Liquidation of the Acquired Fund
1.1 Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer to the Acquiring Fund all of the Acquired Fund’s assets as set forth in section 1.2, and the Acquiring Fund agrees in consideration therefor (i) to deliver to the Acquired Fund that number of full and fractional Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s assets net of any liabilities of the Acquired Fund, computed in the manner and as of the time and date set forth in section 2.1, by the net asset value of an Acquiring Fund Share, computed in the manner and as of the time and date set forth in section 2.2; and (ii) to assume all of the liabilities of the Acquired Fund. All Acquiring Fund Shares delivered to the Acquired Fund shall be delivered at net asset value without a sales load, commission or other similar fee being imposed. Such transactions shall take place at the closing provided for in section 3.1 (the “Closing”).
1.2 The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets as of the time of the Closing, including, without limitation, all cash, cash equivalents, securities, commodities and futures contracts and dividends or interest or other receivables that are owned by the Acquired Fund and any deferred or prepaid expenses shown on the unaudited statement of assets and liabilities of the Acquired Fund to be prepared as of the effective time of the Closing in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied consistently with those of the Acquired Fund’s most recent audited statement of assets and liabilities. The Assets shall constitute at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross assets, held by the Acquired Fund immediately before the Closing (excluding for these purposes assets used to pay dividends and other distributions, for the purpose of distributing all or substantially all of the Acquired Fund’s income and gains so as to avoid the imposition of income or excise taxes).
1.3 The Acquired Fund will endeavor, to the extent practicable, to discharge all of its liabilities and obligations that are accrued prior to the Closing.
1.4 Immediately after the transfer of Assets provided for in section 1.1, the Acquired Fund will distribute to the Acquired Fund’s Initial Class shareholders of record (the “Acquired Fund Shareholders”),
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determined as of the time of such distribution, on a pro rata basis, the Acquiring Fund Shares received by the Acquired Fund pursuant to section 1.1 in complete liquidation of the Acquired Fund. Such distribution and liquidation will be accomplished with respect to the Acquired Fund by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The Acquiring Fund shall have no obligation to inquire as to the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correct. The aggregate net asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders, shall be equal to the aggregate net asset value of the Acquired Fund shares owned by such shareholders as of the Valuation Time (as defined in Section 2.1). All issued and outstanding shares of the Acquired Fund will simultaneously be cancelled on the books of the Acquired Fund. The Acquiring Fund will not issue certificates representing Acquiring Fund Shares.
1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s most recently effective prospectus and statement of additional information.
1.6 Any reporting responsibility of the Acquired Fund including, without limitation, the responsibility for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.
1.7 All books and records of the Acquired Fund, including, without limitation, all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and shall be turned over to the Acquiring Fund as soon as practicable following the Closing.
2. Valuation
2.1 The value of the Assets and the liabilities of the Acquired Fund shall be computed as of the close of regular trading on The New York Stock Exchange (the “NYSE”) on the Closing Date (the “Valuation Time”) after the declaration and payment of any dividends and/or other distributions, using the valuation procedures set forth in the Corporation’s Articles of Amendment and Restatement, as amended, the Acquiring Fund’s most recently effective prospectus and statement of additional information and any other valuation policies or procedures applicable to the Acquiring Fund then in effect, copies of which have been delivered to the Acquired Fund.
2.2 The net asset value of an Acquiring Fund Share shall be the net asset value per share computed as of the Valuation Time using the valuation procedures referred to in section 2.1.
2.3 All computations of value hereunder shall be made by or under the direction of each Fund’s respective accounting agent, if applicable, in accordance with its regular practice and the requirements of the 1940 Act and shall be subject to confirmation by each Fund’s respective Independent Registered Public Accounting Firm upon the reasonable request of the other Fund.
3. Closing and Closing Date
3.1 The Closing of the transactions contemplated by this Agreement shall occur on July 14, 2017, or such later date as the parties may agree in writing (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place simultaneously as of 5:00 p.m., Eastern Time, on the Closing Date, unless otherwise agreed to by the parties. The Closing shall be held at the offices of counsel to the Acquiring Fund, or at such other place and time as the parties may agree.
3.2 The Acquired Fund shall deliver, or cause to be delivered, to the Acquiring Fund at the Closing a schedule of the Assets.
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3.3 The Bank of New York Mellon, custodian for the Acquired Fund, shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets have been delivered in proper form to The Bank of New York Mellon, also the custodian for the Acquiring Fund, prior to or at the Closing and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the custodian for the Acquired Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date and transferred and delivered by the Acquired Fund as of the Closing for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds as of the Closing.
3.4 DST Systems, Inc., as transfer agent for the Acquired Fund, shall deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding Initial Class Acquired Fund shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited as of the Closing to the Acquired Fund or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement.
3.5 In the event that immediately prior to the Valuation Time (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that, in the judgment of the Board of Directors of the Corporation (the “Board”), accurate appraisal of the value of the net assets or shares of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.
3.6 The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include all of the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature as of the time of the Closing, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing, and whether or not specifically referred to in this Agreement, including, but not limited, to any deferred compensation payable by the Acquired Fund to the Corporation’s directors.
4. Representations and Warranties
4.1 The Corporation, on behalf of the Acquired Fund, represents and warrants to the Acquiring Fund as follows:
(a) The Corporation is a Maryland corporation duly organized and validly existing under the laws of the State of Maryland with power under the Corporation’s Articles of Amendment and Restatement, as amended, to own all of its properties and assets and to carry on its business as it is now being conducted and to carry out this Agreement. The Acquired Fund is a separate series of the Corporation duly designated in accordance with the applicable provisions of the Corporation’s Articles of Amendment and Restatement, as amended. The Corporation and Acquired Fund are qualified to do business in all jurisdictions in which they are required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Corporation or Acquired Fund. The Acquired Fund has all material federal, state and local authorizations necessary to own all of its properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquired Fund.
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(b) The Corporation is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect and the Acquired Fund is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder.
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act and such as may be required by state securities laws.
(d) The Corporation is not, and the execution, delivery and performance of this Agreement by the Corporation will not result (i) in violation of Maryland law or of the Corporation’s Articles of Amendment and Restatement or Amended and Restated By-Laws, each as amended, (ii) in a violation or breach of, or constitute a default under, any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquired Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquired Fund is a party or by which it is bound, or (iii) in the creation or imposition of any lien, charge or encumbrance on any property or assets of the Acquired Fund.
(e) No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to the Acquired Fund’s knowledge threatened against the Acquired Fund or any properties or assets held by it. The Acquired Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.
(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquired Fund at and for the fiscal year ended December 31, 2015, have been audited by Deloitte & Touche LLP, Independent Registered Public Accounting Firm, and, with the unaudited Statements of Assets and Liabilities, Operations, and Changes in Net Assets, Financial Highlights, and Investment Portfolio of the Acquired Fund at and for the six months ended June 30, 2016, are in accordance with GAAP consistently applied, and such statements (a copy of each of which has been furnished to the Acquiring Fund) present fairly, in all material respects, the financial position of the Acquired Fund as of the respective date in accordance with GAAP and there are no known contingent liabilities of the Acquired Fund required to be reflected on a statement of assets and liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein.
(g) Since June 30, 2016, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquiring Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio shall not constitute a material adverse change.
(h) All federal, state, local and other tax returns and reports of the Acquired Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquired Fund required to be paid (whether or not shown on any such return or report) have been paid, or provision shall have been made for the payment thereof, and any such unpaid taxes, as of the date of the financial statements referred to above, are properly reflected thereon. To the best of the Acquired Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquired Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquired Fund.
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(i) For each taxable year of its operations (including the taxable year ending on the Closing Date), the Acquired Fund (i) has elected to qualify, and has qualified or will qualify (in the case of the taxable year ending with the Closing Date), as a “regulated investment company” under the Code (a “RIC”), (ii) has been eligible to compute and has computed its federal income tax under Section 852 of the Code, and on or prior to the Closing Date will have declared and paid a distribution with respect to all its investment company taxable income (determined without regard to the deduction for dividends paid), the excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code and its net capital gain after reduction for any available capital loss carryover and excluding any net capital gain on which the Acquired Fund paid tax under Section 852(b)(3)(A) of the Code (as such terms are defined in the Code), in each case that has accrued or will accrue on or prior to the Closing Date, and (iii) has been, and will be (in the case of the taxable year ending with the Closing Date), treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code.
(j) For all taxable years and all applicable quarters of the Acquired Fund from the date of its inception (including the taxable year and quarter that includes the Closing Date), the assets of the Acquired Fund have been (or will be in the case of the taxable year and quarter that includes the Closing Date) sufficiently diversified so that each segregated asset account investing all its assets in the Acquired Fund was (or will be in the case of the taxable year and quarter that includes the Closing Date) adequately diversified within the meaning of Section 817(h) of the Code.
(k) All issued and outstanding shares of the Acquired Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or dissenter’s rights, and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of DST Systems, Inc., as provided in section 3.4. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquired Fund shares, nor is there outstanding any security convertible into any Acquired Fund shares.
(l) At the Closing, the Acquired Fund will have good and marketable title to the Acquired Fund’s Assets to be transferred to the Acquiring Fund pursuant to section 1.1 and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquiring Fund has received notice at or prior to the Closing, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act and the 1940 Act, except those restrictions as to which the Acquiring Fund has received notice and necessary documentation at or prior to the Closing.
(m) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing by all necessary action on the part of the Board (including the determinations required by Rule 17a-8(a) under the 1940 Act), and this Agreement constitutes a valid and binding obligation of the Corporation, on behalf of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.
(n) The information to be furnished by the Acquired Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including but not limited to the Financial Industry Regulatory Authority (“FINRA”)), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto.
(o) The most recently effective prospectus and statement of additional information of the Acquired Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue
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statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
(p) The Acquired Fund shares have been duly established and designated by the Board.
4.2 The Corporation, on behalf of the Acquiring Fund, represents and warrants to the Acquired Fund as follows:
(a) The Corporation is a Maryland corporation duly organized and validly existing under the laws of the State of Maryland with power under the Corporation’s Articles of Amendment and Restatement, as amended, to own all of its properties and assets and to carry on its business as it is now being conducted and to carry out this Agreement. The Acquiring Fund is a separate series of the Corporation duly designated in accordance with the applicable provisions of the Corporation’s Articles of Amendment and Restatement, as amended. The Corporation and Acquiring Fund are qualified to do business in all jurisdictions in which they are required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Corporation or Acquiring Fund. The Acquiring Fund has all material federal, state and local authorizations necessary to own all of its properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquiring Fund.
(b) The Corporation is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect and the Acquiring Fund is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder.
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act, and the 1940 Act and such as may be required by state securities laws.
(d) The Corporation is not, and the execution, delivery and performance of this Agreement by the Corporation will not result (i) in violation of Maryland law or of the Corporation’s Articles of Amendment and Restatement or Amended and Restated By-Laws, each as amended, (ii) in a violation or breach of, or constitute a default under, any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquiring Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund is a party or by which it is bound, or (iii) in the creation or imposition of any lien, charge or encumbrance on any property or assets of the Acquiring Fund.
(e) No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to the Acquiring Fund’s knowledge threatened against the Acquiring Fund or any properties or assets held by it. The Acquiring Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.
(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquiring Fund at and for the fiscal year ended December 31, 2015, have been audited by Deloitte & Touche LLP, Independent Registered Public Accounting Firm, and, with the unaudited Statements of Assets and Liabilities, Operations, and Changes in Net Assets, Financial Highlights, and Investment Portfolio of the Acquiring Fund at and for the six months ended June 30, 2016, are in accordance with GAAP consistently applied, and such statements (a
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copy of each of which has been furnished to the Acquired Fund) present fairly, in all material respects, the financial position of the Acquired Fund as of the respective date in accordance with GAAP and there are no known contingent liabilities of the Acquired Fund required to be reflected on a statement of assets and liabilities (including the notes thereto) in accordance with GAAP as of such date not disclosed therein.
(g) Since June 30, 2016, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquired Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquiring Fund due to declines in market values of securities in the Acquiring Fund’s portfolio shall not constitute a material adverse change.
(h) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment, and any such unpaid taxes, as of the date of the financial statements referred to above, are properly reflected thereon. To the best of the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund.
(i) For each taxable year of its operations, including the taxable year that includes the Closing Date, the Acquiring Fund (i) has elected or will elect to qualify, has qualified or will qualify (in the case of the year that includes the Closing Date) and intends to continue to qualify as a RIC under the Code, (ii) has been eligible to and has computed its federal income tax under Section 852 of the Code, and will do so for the taxable year that includes the Closing Date, and (iii) has been, and will be (in the case of the taxable year that includes the Closing Date), treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code.
(j) For all taxable years and all applicable quarters of the Acquiring Fund from the date of its inception (including the taxable year and quarter that includes the Closing Date), the assets of the Acquiring Fund have been (or will be in the case of the taxable year and quarter that includes the Closing Date) sufficiently diversified so that each segregated asset account investing all its assets in the Acquiring Fund was (or will be in the case of the taxable year and quarter that includes the Closing Date) adequately diversified within the meaning of Section 817(h) of the Code.
(k) All issued and outstanding shares of the Acquiring Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws and (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or dissenter’s rights. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund shares, nor is there outstanding any security convertible into any Acquiring Fund shares.
(l) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Closing have been duly authorized and, when so issued and delivered, will be legally and validly issued and outstanding Acquiring Fund Shares, and will be fully paid and non-assessable.
(m) At the Closing, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquired Fund has received notice at or prior to the Closing.
(n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing by all necessary action on the part of the Board (including the
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determinations required by Rule 17a-8(a) under the 1940 Act) and this Agreement will constitute a valid and binding obligation of the Corporation, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.
(o) The information to be furnished by the Acquiring Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including but not limited to FINRA), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto.
(p) The most recently effective prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
(q) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities laws as may be necessary in order to continue its operations after the Closing Date.
(r) The Acquiring Fund Shares have been duly established and designated by the Board.
5. Covenants of the Acquiring Fund and the Acquired Fund
The Corporation on behalf of each Fund covenants as follows:
5.1 The Acquiring Fund and the Acquired Fund, each covenants to operate its business in the ordinary course from the date hereof through the Closing Date except as otherwise provided herein, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and other distributions and such changes as are contemplated by the Funds’ normal operations. No party shall take any action that would, or reasonably would be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect. The Acquired Fund covenants and agrees to coordinate its portfolio, as set forth in Section 5.13, in order that at the Closing, when the Assets are added to the Acquiring Fund’s portfolio, the resulting portfolio will be consistent with the implementation of the Acquiring Fund’s investment objective, policies, strategies and restrictions to become effective on the Closing Date, a written description of which has been delivered to the Acquired Fund.
5.2 Upon reasonable notice, the Corporation’s officers and agents shall have reasonable access to the Acquired Fund’s books and records necessary to maintain current knowledge of the Acquired Fund and to ensure that the representations and warranties made by the Acquired Fund are accurate.
5.3 The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.
5.4 The Acquired Fund covenants that it will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund shares.
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5.5 Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper, and/or advisable to consummate and make effective the transactions contemplated by this Agreement.
5.6 The Acquired Fund covenants that it will, from time to time, as and when reasonably requested by the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.
5.7 The Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act and 1940 Act, and such of the state securities laws as it deems appropriate in order to continue the Acquiring Fund’s operations after the Closing Date and to consummate the transactions contemplated herein; provided, however, that the Corporation may take such actions it reasonably deems advisable after the Closing Date as circumstances change.
5.8 The Acquiring Fund covenants that it will, from time to time, as and when reasonably requested by the Acquired Fund, execute and deliver or cause to be executed and delivered all such assignments, assumption agreements, releases, and other instruments, and will take or cause to be taken such further action, as the Acquired Fund may reasonably deem necessary or desirable in order to (i) vest and confirm to the Acquired Fund title to and possession of all Acquiring Fund Shares to be transferred to the Acquired Fund pursuant to this Agreement and (ii) assume all of the liabilities of the Acquired Fund.
5.9 Immediately after the Closing, the Acquired Fund shall make a liquidating distribution to its shareholders consisting of the Acquiring Fund Shares received at the Closing in complete liquidation of the Acquired Fund and the Acquired Fund’s existence shall as soon as possible thereafter be terminated.
5.10 The Acquiring Fund and the Acquired Fund shall each use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.
5.11 The intention of the parties is that the Reorganization will qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the Corporation, the Acquiring Fund or the Acquired Fund shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing, the Corporation, the Acquiring Fund and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Vedder Price P.C. to render the tax opinion contemplated herein in section 8.3.
5.12 At or immediately prior to the Valuation Time, the Acquired Fund will declare and pay to its shareholders a dividend or dividends, which, together with all previous such dividends, shall have the effect of distributing to the Acquired Fund Shareholders at least (i) all of the excess of (x) the Acquired Fund’s interest income excludable from gross income under Section 103(a) of the Code over (y) the Acquired Fund’s deductions disallowed under Sections 265 and 171(a)(2) of the Code, (ii) all of the Acquired Fund’s investment company taxable income as defined in Code Section 852 (computed without regard to any deduction for dividends paid) and (iii) all of the Acquired Fund’s realized net capital gain (after reduction by any available capital loss carryover and excluding any net capital gain on which the Acquired Fund paid tax under Section 852(b)(3)(A) of the Code), in each case for both the current taxable year (which will end on the Closing Date) and all preceding taxable years.
5.13 The Acquiring Fund agrees to identify in writing prior to the Closing Date any assets of the Acquired Fund that the Acquiring Fund does not wish to acquire because they are not consistent with the Acquiring Fund’s investment objective, policies, restrictions or strategies on the Closing Date, and the Acquired Fund agrees to dispose of such assets prior to the Closing Date. The Acquiring Fund agrees to identify in writing prior to the Closing Date any assets that it would like the Acquired Fund to purchase so that, immediately after the Closing, the Acquiring Fund’s portfolio will be consistent with the Acquiring Fund’s investment objective, policies, restrictions and strategies on the Closing Date, and the Acquired Fund agrees to purchase prior to the Closing such
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assets (to the extent consistent with the Acquired Fund’s investment objective, policies, restrictions or strategies) pursuant to the Acquiring Fund’s investment objective, policies, restrictions or strategies on the Closing Date. Notwithstanding the foregoing, nothing herein will require the Acquired Fund to dispose of or purchase any assets if, in the reasonable judgment of the Acquired Fund, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes.
5.14 The Corporation will prepare and file with the Commission a registration statement on Form N-14 relating to the Acquiring Fund Shares to be issued to the Acquired Fund Shareholders (the “Registration Statement”). The Registration Statement shall include an information statement of the Acquired Fund and a prospectus of the Acquiring Fund relating to the transaction contemplated by this Agreement. The Registration Statement shall be in compliance with the 1933 Act, the 1934 Act, and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the information statement and related materials, for inclusion therein.
6. Conditions Precedent to Obligations of the Acquired Fund
The obligations of the Corporation, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder at or before the Closing, and, in addition thereto, the following further conditions:
6.1 All representations and warranties of the Corporation, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing, with the same force and effect as if made at and as of the Closing; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquired Fund, its adviser or any of their affiliates) against the Acquiring Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to the Acquiring Fund which the Acquiring Fund reasonably believes might result in such litigation.
6.2 The Acquiring Fund shall have delivered to the Acquired Fund at the Closing a certificate executed in its name by the Corporation’s President, Treasurer, an Assistant Treasurer or a Vice President, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Corporation, on behalf of the Acquiring Fund, made in this Agreement are true and correct as of the Closing, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request.
6.3 The Corporation, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund at or before the Closing.
7. Conditions Precedent to Obligations of the Acquiring Fund
The obligations of the Corporation, on behalf of the Acquiring Fund, to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder at or before the Closing and, in addition thereto, the following further conditions:
7.1 All representations and warranties of the Corporation, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing, with the same force and effect as if made at and as of the Closing; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquiring Fund, its adviser or any of their affiliates) against the Acquired Fund or its investment adviser, directors or officers arising out of this Agreement and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation.
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7.2 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities as of the Closing, certified by the Treasurer or an Assistant Treasurer of the Corporation.
7.3 The Acquired Fund shall have delivered to the Acquiring Fund at the Closing a certificate executed in its name by the Corporation’s President, Treasurer, an Assistant Treasurer or a Vice President, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Corporation with respect to the Acquired Fund made in this Agreement are true and correct and as of the Closing, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request.
7.4 The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund at or before the Closing.
8. Further Conditions Precedent to Obligations of the Acquiring Fund and the Acquired Fund
The obligations under this Agreement of the Acquired Fund and the Acquiring Fund shall be subject to the fulfillment or waiver of the following conditions:
8.1 At the Closing, no action, suit or other proceeding shall be pending or to its knowledge threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain material damages or other relief in connection with, this Agreement or the transactions contemplated herein.
8.2 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Corporation, on behalf of the Acquiring Fund or the Acquired Fund, to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.
8.3 The Funds shall have received an opinion of Vedder Price P.C. addressed to the Acquiring Fund and the Acquired Fund substantially to the effect that for federal income tax purposes:
(a) The transfer of all the Acquired Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund immediately followed by the pro rata distribution to the Acquired Fund Shareholders of all the Acquiring Fund Shares received by the Acquired Fund in complete liquidation of the Acquired Fund and the termination of the Acquired Fund as soon as practicable thereafter will constitute a “reorganization” within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.
(b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund.
(c) No gain or loss will be recognized by the Acquired Fund upon the transfer of all the Acquired Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to the Acquired Fund Shareholders solely in exchange for such shareholders’ shares of the Acquired Fund in complete liquidation of the Acquired Fund.
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(d) No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund shares solely for Acquiring Fund Shares in the Reorganization.
(e) The aggregate basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Acquired Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder, provided such Acquired Fund shares are held as capital assets at the time of the Reorganization.
(f) The basis of the Acquired Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Acquired Fund immediately before the Reorganization. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund.
No opinion will be expressed as to (1) the effect of the Reorganization on the Acquired Fund, the Acquiring Fund or any Acquired Fund Shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year (or on the termination thereof) or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.
Such opinion shall be based on customary assumptions and such representations as Vedder Price P.C. may reasonably request of the Funds, and the Acquired Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Section 8.3.
8.4 The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. To the best knowledge of the parties to this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.
9. Reserved
10. Fees and Expenses
10.1 The Corporation, on behalf of the Acquiring Fund and the Acquired Fund, represents and warrants that it has no obligations to pay any brokers or finders fees in connection with the transactions provided for herein.
10.2 GWCM will pay all expenses incurred by each of the Acquired Fund and the Acquiring Fund in connection with the Reorganization. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and filing of supplements to the Corporation’s Registration Statement; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by each Fund; and (f) other related administrative or operational costs. GWCM will also bear any transaction costs incurred through the sale and purchase of assets pursuant to section 5.13. Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of the Acquired Fund or the Acquiring Fund, as the case may be, as a RIC.
11. Entire Agreement
The parties agree that no party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement among the parties.
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12. Termination
This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by mutual agreement of the parties, or (ii) by any party if the Closing shall not have occurred on or before ten months from the date of Agreement, unless such date is extended by mutual agreement of the parties, or (iii) by any party if another party shall have materially breached its obligations under this Agreement or made a material and intentional misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or the Board members or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive.
13. Amendments
This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by any authorized officer of the Corporation, on behalf of the Acquiring Fund and the Acquired Fund, as specifically authorized by the Board of Directors of the Corporation.
14. Notices
Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be deemed duly given if delivered by hand (including by Federal Express or similar express courier) or transmitted by facsimile or three days after being mailed by prepaid registered or certified mail, return receipt requested, addressed to the Acquired Fund or the Acquiring Fund, 8515 East Orchard Road, 2T2, Greenwood Village, Colorado 80111, or to any other address that the Acquired Fund or the Acquiring Fund shall have last designated by notice to the other party.
15. Headings; Counterparts; Assignment; Limitation of Liability
15.1 The Article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Acquiring Fund and the Acquired Fund and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
15.4 Notwithstanding anything to the contrary contained in this Agreement, the obligations, agreements, representations and warranties with respect to each Fund shall constitute the obligations, agreements, representations and warranties of that Fund only (the “Obligated Fund”), and in no event shall any other series of the Corporation or the assets of any such series be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein.
15.5 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its principles of conflicts of laws.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by an authorized officer and its seal to be affixed thereto and attested by its Secretary or Assistant Secretary.
| | | | |
Attest: Secretary | | | | GREAT-WEST FUNDS, INC., on behalf of Great-
West S&P 500 Index Fund By: Mary C. Maiers Its: Chief Financial Officer & Treasurer |
| | |
Attest: Secretary | | | | GREAT-WEST FUNDS, INC., on behalf of Great-
West Stock Index Fund By: Mary C. Maiers Its: Chief Financial Officer & Treasurer |
| | |
AGREED TO AND ACKNOWLEDGED ONLY
WITH RESPECT TO SECTION 10.2 HERETO GREAT-WEST CAPITAL MANAGEMENT,
LLC By: David L. Musto Its: President & CEO By: Kelly New Its: Assistant Treasurer | | | | |
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STATEMENT OF ADDITIONAL INFORMATION
GREAT-WEST FUNDS, INC.
GREAT-WEST S&P 500® INDEX FUND
Relating to the Acquisition of the Assets and Liabilities of
GREAT-WEST STOCK INDEX FUND
8515 E. Orchard Road
Greenwood Village, Colorado 80111
(866) 831-7129
This Statement of Additional Information (“SAI”) is not a prospectus but should be read in conjunction with the Information Statement/Prospectus dated May [_], 2017 relating to this reorganization (the “Reorganization”) of the The Great-West Stock Index Fund (the “Target Fund”) into Great-West S&P 500® Index Fund (the “Acquiring Fund”; the Target Fund and the Acquiring Fund are collectively referred to as the “Funds”) as described in the Information Statement/Prospectus. Copies of the Information Statement/Prospectus may be obtained at no charge by writing to Great-West Funds at the address or phone number shown above or by calling (866) 831-7129. Capitalized terms used herein that are not defined have the same meaning as in the Information Statement/Prospectus.
Further information about the Funds is contained in the Funds’ Statement of Additional Information, dated May 1, 2017, as supplemented through the date of this SAI, and is incorporated herein by reference only insofar as it relates to the Target Fund and the Acquiring Fund. No other parts are incorporated by reference herein.
The unaudited pro forma financial information, attached hereto as Appendix A, is intended to present the financial condition and related results of operations of the Acquiring Fund as if this reorganization had been consummated on December 31, 2016.
The audited financial statements and related independent registered public accounting firm’s report for the Acquiring and Target Fund are contained in the Acquiring and Target Fund’s Annual Reports for the fiscal year ended December 31, 2016.
The date of this Statement of Additional Information is May [_], 2017.
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Appendix A
Pro Forma Financial Information
(Unaudited)
GREAT-WEST FUNDS, INC.
GREAT-WEST S&P 500 ® INDEX FUND PRO FORMA
Schedule of Investments*
As of December 31, 2016
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | FUND (Target Portfolio) | | | FUND (Acquiring Portfolio)(a) | | | Pro Forma Combined | |
| COMMON STOCK | | % OF NET ASSETS | | | SHARES | | | FAIR VALUE ($) | | SHARES | | | FAIR VALUE ($) | | SHARES | | | FAIR VALUE ($) |
| | | | | |
| | | | | | | |
| Basic Materials | | | 2.46% | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| AdvanSix Inc(b) | | | | | | | | | | | | | | | 35 | | | | 775 | | | | 35 | | | | 775 | |
| Air Products & Chemicals Inc | | | | | | | 2,793 | | | | 401,689 | | | | 29,373 | | | | 4,224,425 | | | | 32,166 | | | | 4,626,114 | |
| Albemarle Corp | | | | | | | 1,441 | | | | 124,041 | | | | 14,796 | | | | 1,273,640 | | | | 16,237 | | | | 1,397,681 | |
| Allegheny Technologies Inc(c) | | | | | | | 1,580 | | | | 25,169 | | | | - | | | | - | | | | 1,580 | | | | 25,169 | |
| Ashland Global Holdings Inc | | | | | | | 801 | | | | 87,541 | | | | - | | | | - | | | | 801 | | | | 87,541 | |
| Cabot Corp | | | | | | | 935 | | | | 47,255 | | | | - | | | | - | | | | 935 | | | | 47,255 | |
| Carpenter Technology Corp | | | | | | | 835 | | | | 30,202 | | | | - | | | | - | | | | 835 | | | | 30,202 | |
| CF Industries Holdings Inc(c) | | | | | | | 2,716 | | | | 85,500 | | | | 31,341 | | | | 986,615 | | | | 34,057 | | | | 1,072,115 | |
| Commercial Metals Co | | | | | | | 1,048 | | | | 22,825 | | | | - | | | | - | | | | 1,048 | | | | 22,825 | |
| Compass Minerals International Inc(c) | | | | | | | 479 | | | | 37,530 | | | | - | | | | - | | | | 479 | | | | 37,530 | |
| Domtar Corp | | | | | | | 950 | | | | 37,079 | | | | - | | | | - | | | | 950 | | | | 37,079 | |
| Dow Chemical Co | | | | | | | 14,514 | | | | 830,491 | | | | 149,947 | | | | 8,579,967 | | | | 164,461 | | | | 9,410,458 | |
| Eastman Chemical Co | | | | | | | 1,970 | | | | 148,164 | | | | 19,518 | | | | 1,467,949 | | | | 21,488 | | | | 1,616,113 | |
| Ecolab Inc | | | | | | | 3,337 | | | | 391,163 | | | | 34,830 | | | | 4,082,773 | | | | 38,167 | | | | 4,473,936 | |
| EI du Pont de Nemours & Co | | | | | | | 11,260 | | | | 826,484 | | | | 116,448 | | | | 8,547,283 | | | | 127,708 | | | | 9,373,767 | |
| FMC Corp | | | | | | | 1,616 | | | | 91,401 | | | | 17,156 | | | | 970,343 | | | | 18,772 | | | | 1,061,744 | |
| Freeport-McMoRan Inc(b) | | | | | | | 16,596 | | | | 218,901 | | | | 162,612 | | | | 2,144,852 | | | | 179,208 | | | | 2,363,753 | |
| International Flavors & Fragrances Inc | | | | | | | 1,022 | | | | 120,422 | | | | 10,795 | | | | 1,271,975 | | | | 11,817 | | | | 1,392,397 | |
| International Paper Co | | | | | | | 5,307 | | | | 281,589 | | | | 55,533 | | | | 2,946,581 | | | | 60,840 | | | | 3,228,170 | |
| LyondellBasell Industries NV Class A | | | | | | | 4,250 | | | | 364,565 | | | | 44,739 | | | | 3,837,711 | | | | 48,989 | | | | 4,202,276 | |
| Minerals Technologies Inc | | | | | | | 346 | | | | 26,729 | | | | - | | | | - | | | | 346 | | | | 26,729 | |
| Monsanto Co | | | | | | | 5,768 | | | | 606,851 | | | | 59,000 | | | | 6,207,390 | | | | 64,768 | | | | 6,814,241 | |
| Mosaic Co | | | | | | | 4,295 | | | | 125,972 | | | | 47,246 | | | | 1,385,725 | | | | 51,541 | | | | 1,511,697 | |
| NewMarket Corp | | | | | | | 136 | | | | 57,642 | | | | - | | | | - | | | | 136 | | | | 57,642 | |
| Newmont Mining Corp | | | | | | | 6,850 | | | | 233,380 | | | | 71,653 | | | | 2,441,218 | | | | 78,503 | | | | 2,674,598 | |
| Nucor Corp | | | | | | | 4,167 | | | | 248,020 | | | | 42,939 | | | | 2,555,729 | | | | 47,106 | | | | 2,803,749 | |
| Olin Corp | | | | | | | 2,299 | | | | 58,877 | | | | - | | | | - | | | | 2,299 | | | | 58,877 | |
| PolyOne Corp | | | | | | | 1,230 | | | | 39,409 | | | | - | | | | - | | | | 1,230 | | | | 39,409 | |
| PPG Industries Inc | | | | | | | 3,505 | | | | 332,134 | | | | 34,895 | | | | 3,306,650 | | | | 38,400 | | | | 3,638,784 | |
| Praxair Inc | | | | | | | 3,760 | | | | 440,634 | | | | 38,158 | | | | 4,471,736 | | | | 41,918 | | | | 4,912,370 | |
| Reliance Steel & Aluminum Co | | | | | | | 850 | | | | 67,609 | | | | - | | | | - | | | | 850 | | | | 67,609 | |
| Royal Gold Inc | | | | | | | 754 | | | | 47,766 | | | | - | | | | - | | | | 754 | | | | 47,766 | |
| RPM International Inc | | | | | | | 1,578 | | | | 84,944 | | | | - | | | | - | | | | 1,578 | | | | 84,944 | |
| Sensient Technologies Corp | | | | | | | 651 | | | | 51,156 | | | | - | | | | - | | | | 651 | | | | 51,156 | |
| Sherwin-Williams Co | | | | | | | 1,064 | | | | 285,939 | | | | 10,715 | | | | 2,879,550 | | | | 11,779 | | | | 3,165,489 | |
| Steel Dynamics Inc | | | | | | | 2,963 | | | | 105,424 | | | | - | | | | - | | | | 2,963 | | | | 105,424 | |
| United States Steel Corp | | | | | | | 2,332 | | | | 76,979 | | | | - | | | | - | | | | 2,332 | | | | 76,979 | |
| Valspar Corp | | | | | | | 958 | | | | 99,258 | | | | - | | | | - | | | | 958 | | | | 99,258 | |
| Versum Materials Inc(b) | | | | | | | 1,545 | | | | 43,368 | | | | - | | | | - | | | | 1,545 | | | | 43,368 | |
| Worthington Industries Inc | | | | | | | 393 | | | | 18,645 | | | | - | | | | - | | | | 393 | | | | 18,645 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 7,222,747 | | | | | | | $ | 63,582,887 | | | | | | | $ | 70,805,634 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Communications | | | 13.05% | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Alphabet Inc Class A(b) | | | | | | | 3,855 | | | | 3,054,895 | | | | 39,661 | | | | 31,429,359 | | | | 43,516 | | | | 34,484,254 | |
| Alphabet Inc Class C(b) | | | | | | | 3,864 | | | | 2,982,312 | | | | 39,753 | | | | 30,682,160 | | | | 43,617 | | | | 33,664,472 | |
| Amazon.com Inc(b) | | | | | | | 5,134 | | | | 3,849,833 | | | | 52,828 | | | | 39,614,132 | | | | 57,962 | | | | 43,463,965 | |
| AMC Networks Inc Class A(b) | | | | | | | 829 | | | | 43,390 | | | | - | | | | - | | | | 829 | | | | 43,390 | |
| ARRIS International PLC(b) | | | | | | | 2,656 | | | | 80,025 | | | | - | | | | - | | | | 2,656 | | | | 80,025 | |
| AT&T Inc | | | | | | | 79,947 | | | | 3,400,146 | | | | 822,587 | | | | 34,984,625 | | | | 902,534 | | | | 38,384,771 | |
| Cable One Inc | | | | | | | 63 | | | | 39,169 | | | | - | | | | - | | | | 63 | | | | 39,169 | |
| CBS Corp Class B | | | | | | | 5,093 | | | | 324,017 | | | | 52,505 | | | | 3,340,368 | | | | 57,598 | | | | 3,664,385 | |
| CenturyLink Inc | | | | | | | 6,588 | | | | 156,663 | | | | 71,585 | | | | 1,702,291 | | | | 78,173 | | | | 1,858,954 | |
| Charter Communications Inc Class A(b) | | | | 2,788 | | | | 802,721 | | | | 29,096 | | | | 8,377,320 | | | | 31,884 | | | | 9,180,041 | |
| Ciena Corp(b) | | | | | | | 1,296 | | | | 31,635 | | | | - | | | | - | | | | 1,296 | | | | 31,635 | |
| Cisco Systems Inc | | | | | | | 65,350 | | | | 1,974,877 | | | | 671,954 | | | | 20,306,450 | | | | 737,304 | | | | 22,281,327 | |
| Comcast Corp Class A | | | | | | | 31,028 | | | | 2,142,483 | | | | 319,255 | | | | 22,044,558 | | | | 350,283 | | | | 24,187,041 | |
| Comscore Inc(b) | | | | | | | 688 | | | | 21,727 | | | | - | | | | - | | | | 688 | | | | 21,727 | |
| Discovery Communications Inc Class A(b)(c ) | | | | 1,586 | | | | 43,472 | | | | 20,224 | | | | 554,340 | | | | 21,810 | | | | 597,812 | |
| Discovery Communications Inc Class C(b) | | | | 2,918 | | | | 78,144 | | | | 30,415 | | | | 814,514 | | | | 33,333 | | | | 892,658 | |
| eBay Inc(b) | | | | | | | 13,445 | | | | 399,182 | | | | 137,550 | | | | 4,083,860 | | | | 150,995 | | | | 4,483,042 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Expedia Inc | | | | | | | 1,625 | | | | 184,080 | | | | 15,356 | | | | 1,739,528 | | | | 16,981 | | | | 1,923,608 | |
| F5 Networks Inc(b) | | | | | | | 835 | | | | 120,841 | | | | 9,021 | | | | 1,305,519 | | | | 9,856 | | | | 1,426,360 | |
| Facebook Inc Class A(b) | | | | | | | 30,474 | | | | 3,506,034 | | | | 313,553 | | | | 36,074,273 | | | | 344,027 | | | | 39,580,307 | |
| FactSet Research Systems Inc | | | | | | | 530 | | | | 86,618 | | | | - | | | | - | | | | 530 | | | | 86,618 | |
| Frontier Communications Corp(c) | | | | | | | 17,104 | | | | 57,812 | | | | 151,074 | | | | 510,630 | | | | 168,178 | | | | 568,442 | |
| InterDigital Inc | | | | | | | 430 | | | | 39,281 | | | | - | | | | - | | | | 430 | | | | 39,281 | |
| Interpublic Group of Cos Inc | | | | | | | 5,366 | | | | 125,618 | | | | 54,348 | | | | 1,272,287 | | | | 59,714 | | | | 1,397,905 | |
| John Wiley & Sons Inc Class A | | | | | | | 708 | | | | 38,586 | | | | - | | | | - | | | | 708 | | | | 38,586 | |
| Juniper Networks Inc | | | | | | | 4,503 | | | | 127,255 | | | | 51,946 | | | | 1,467,994 | | | | 56,449 | | | | 1,595,249 | |
| Level 3 Communications Inc(b) | | | | | | | 3,800 | | | | 214,168 | | | | 38,495 | | | | 2,169,578 | | | | 42,295 | | | | 2,383,746 | |
| Meredith Corp | | | | | | | 626 | | | | 37,028 | | | | - | | | | - | | | | 626 | | | | 37,028 | |
| Motorola Solutions Inc | | | | | | | 2,243 | | | | 185,922 | | | | 22,615 | | | | 1,874,557 | | | | 24,858 | | | | 2,060,479 | |
| Netflix Inc(b) | | | | | | | 5,615 | | | | 695,137 | | | | 57,846 | | | | 7,161,335 | | | | 63,461 | | | | 7,856,472 | |
| NeuStar Inc Class A(b) | | | | | | | 685 | | | | 22,879 | | | | - | | | | - | | | | 685 | | | | 22,879 | |
| New York Times Co Class A | | | | | | | 1,780 | | | | 23,674 | | | | - | | | | - | | | | 1,780 | | | | 23,674 | |
| News Corp Class A | | | | | | | 4,055 | | | | 46,470 | | | | 52,111 | | | | 597,192 | | | | 56,166 | | | | 643,662 | |
| News Corp Class B | | | | | | | 1,441 | | | | 17,004 | | | | 12,090 | | | | 142,662 | | | | 13,531 | | | | 159,666 | |
| Omnicom Group Inc | | | | | | | 2,989 | | | | 254,394 | | | | 31,446 | | | | 2,676,369 | | | | 34,435 | | | | 2,930,763 | |
| Plantronics Inc | | | | | | | 539 | | | | 29,516 | | | | - | | | | - | | | | 539 | | | | 29,516 | |
| Priceline Group Inc(b) | | | | | | | 640 | | | | 938,278 | | | | 6,636 | | | | 9,728,774 | | | | 7,276 | | | | 10,667,052 | |
| Scripps Networks Interactive Inc Class A | | | | | | | 1,149 | | | | 82,004 | | | | 12,231 | | | | 872,926 | | | | 13,380 | | | | 954,930 | |
| Symantec Corp | | | | | | | 8,259 | | | | 197,308 | | | | 82,199 | | | | 1,963,734 | | | | 90,458 | | | | 2,161,042 | |
| Tegna Inc | | | | | | | 2,468 | | | | 52,791 | | | | 29,156 | | | | 623,647 | | | | 31,624 | | | | 676,438 | |
| Telephone & Data Systems Inc | | | | | | | 1,429 | | | | 41,255 | | | | - | | | | - | | | | 1,429 | | | | 41,255 | |
| Time Inc | | | | | | | 1,790 | | | | 31,952 | | | | - | | | | - | | | | 1,790 | | | | 31,952 | |
| Time Warner Inc | | | | | | | 10,039 | | | | 969,065 | | | | 103,293 | | | | 9,970,873 | | | | 113,332 | | | | 10,939,938 | |
| TripAdvisor Inc(b) | | | | | | | 1,389 | | | | 64,408 | | | | 15,437 | | | | 715,814 | | | | 16,826 | | | | 780,222 | |
| Twenty-First Century Fox Inc Class A | | | | | | | 14,026 | | | | 393,289 | | | | 140,682 | | | | 3,944,723 | | | | 154,708 | | | | 4,338,012 | |
| Twenty-First Century Fox Inc Class B | | | | | | | 6,402 | | | | 174,455 | | | | 66,071 | | | | 1,800,435 | | | | 72,473 | | | | 1,974,890 | |
| VeriSign Inc(b)(c ) | | | | | | | 1,258 | | | | 95,696 | | | | 12,065 | | | | 917,785 | | | | 13,323 | | | | 1,013,481 | |
| Verizon Communications Inc | | | | | | | 53,072 | | | | 2,832,983 | | | | 545,327 | | | | 29,109,555 | | | | 598,399 | | | | 31,942,538 | |
| Viacom Inc Class B | | | | | | | 4,290 | | | | 150,579 | | | | 45,978 | | | | 1,613,828 | | | | 50,268 | | | | 1,764,407 | |
| ViaSat Inc(b) | | | | | | | 678 | | | | 44,897 | | | | - | | | | - | | | | 678 | | | | 44,897 | |
| Walt Disney Co | | | | | | | 19,061 | | | | 1,986,537 | | | | 196,122 | | | | 20,439,835 | | | | 215,183 | | | | 22,426,372 | |
| WebMD Health Corp(b) | | | | | | | 563 | | | | 27,908 | | | | - | | | | - | | | | 563 | | | | 27,908 | |
| Yahoo! Inc(b) | | | | | | | 11,386 | | | | 440,295 | | | | 118,031 | | | | 4,564,260 | | | | 129,417 | | | | 5,004,555 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 33,760,708 | | | | | | | $ | 341,192,090 | | | | | | | $ | 374,952,798 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer, Cyclical | | | 9.18 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Advance Auto Parts Inc | | | | | | | 999 | | | | 168,951 | | | | 9,584 | | | | 1,620,846 | | | | 10,583 | | | | 1,789,797 | |
| Alaska Air Group Inc | | | | | | | 1,593 | | | | 141,347 | | | | 17,000 | | | | 1,508,410 | | | | 18,593 | | | | 1,649,757 | |
| American Airlines Group Inc | | | | | | | 6,616 | | | | 308,901 | | | | 70,267 | | | | 3,280,766 | | | | 76,883 | | | | 3,589,667 | |
| American Eagle Outfitters Inc | | | | | | | 2,512 | | | | 38,107 | | | | - | | | | - | | | | 2,512 | | | | 38,107 | |
| AutoNation Inc(b) | | | | | | | 727 | | | | 35,369 | | | | 7,965 | | | | 387,497 | | | | 8,692 | | | | 422,866 | |
| AutoZone Inc(b) | | | | | | | 388 | | | | 306,439 | | | | 3,924 | | | | 3,099,136 | | | | 4,312 | | | | 3,405,575 | |
| Bed Bath & Beyond Inc | | | | | | | 2,066 | | | | 83,962 | | | | 20,225 | | | | 821,944 | | | | 22,291 | | | | 905,906 | |
| Best Buy Co Inc | | | | | | | 3,346 | | | | 142,774 | | | | 36,934 | | | | 1,575,974 | | | | 40,280 | | | | 1,718,748 | |
| Big Lots Inc(c) | | | | | | | 739 | | | | 37,105 | | | | - | | | | - | | | | 739 | | | | 37,105 | |
| BorgWarner Inc | | | | | | | 2,740 | | | | 108,066 | | | | 26,559 | | | | 1,047,487 | | | | 29,299 | | | | 1,155,553 | |
| Brinker International Inc(c) | | | | | | | 796 | | | | 39,426 | | | | - | | | | - | | | | 796 | | | | 39,426 | |
| Brunswick Corp | | | | | | | 1,308 | | | | 71,338 | | | | - | | | | - | | | | 1,308 | | | | 71,338 | |
| Buffalo Wild Wings Inc(b) | | | | | | | 269 | | | | 41,534 | | | | - | | | | - | | | | 269 | | | | 41,534 | |
| Cabela’s Inc Class A(b) | | | | | | | 641 | | | | 37,531 | | | | - | | | | - | | | | 641 | | | | 37,531 | |
| CalAtlantic Group Inc(c) | | | | | | | 1,138 | | | | 38,703 | | | | - | | | | - | | | | 1,138 | | | | 38,703 | |
| CarMax Inc(b)(c ) | | | | | | | 2,618 | | | | 168,573 | | | | 25,080 | | | | 1,614,901 | | | | 27,698 | | | | 1,783,474 | |
| Carnival Corp | | | | | | | 5,432 | | | | 282,790 | | | | 56,165 | | | | 2,923,950 | | | | 61,597 | | | | 3,206,740 | |
| Carter’s Inc | | | | | | | 508 | | | | 43,886 | | | | - | | | | - | | | | 508 | | | | 43,886 | |
| Casey’s General Stores Inc | | | | | | | 547 | | | | 65,027 | | | | - | | | | - | | | | 547 | | | | 65,027 | |
| Cheesecake Factory Inc | | | | | | | 579 | | | | 34,671 | | | | - | | | | - | | | | 579 | | | | 34,671 | |
| Chico’s FAS Inc | | | | | | | 1,769 | | | | 25,456 | | | | - | | | | - | | | | 1,769 | | | | 25,456 | |
| Chipotle Mexican Grill Inc(b) | | | | | | | 351 | | | | 132,439 | | | | 3,760 | | | | 1,418,723 | | | | 4,111 | | | | 1,551,162 | |
| Churchill Downs Inc | | | | | | | 168 | | | | 25,276 | | | | - | | | | - | | | | 168 | | | | 25,276 | |
| Cinemark Holdings Inc | | | | | | | 1,429 | | | | 54,816 | | | | - | | | | - | | | | 1,429 | | | | 54,816 | |
| Coach Inc | | | | | | | 3,706 | | | | 129,784 | | | | 36,175 | | | | 1,266,849 | | | | 39,881 | | | | 1,396,633 | |
| Copart Inc(b) | | | | | | | 1,170 | | | | 64,830 | | | | - | | | | - | | | | 1,170 | | | | 64,830 | |
| Costco Wholesale Corp | | | | | | | 5,652 | | | | 904,942 | | | | 58,509 | | | | 9,367,876 | | | | 64,161 | | | | 10,272,818 | |
| Cracker Barrel Old Country Store Inc(c) | | | | | | | 355 | | | | 59,278 | | | | - | | | | - | | | | 355 | | | | 59,278 | |
| CST Brands Inc | | | | | | | 1,160 | | | | 55,854 | | | | - | | | | - | | | | 1,160 | | | | 55,854 | |
| CVS Health Corp | | | | | | | 13,801 | | | | 1,089,037 | | | | 143,132 | | | | 11,294,546 | | | | 156,933 | | | | 12,383,583 | |
| Dana Holding Corp | | | | | | | 1,296 | | | | 24,598 | | | | - | | | | - | | | | 1,296 | | | | 24,598 | |
| Darden Restaurants Inc | | | | | | | 1,705 | | | | 123,988 | | | | 15,172 | | | | 1,103,308 | | | | 16,877 | | | | 1,227,296 | |
3
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Deckers Outdoor Corp(b) | | | | | | | 478 | | | | 26,476 | | | | - | | | | - | | | | 478 | | | | 26,476 | |
| Delphi Automotive PLC | | | | | | | 3,502 | | | | 235,860 | | | | 36,062 | | | | 2,428,776 | | | | 39,564 | | | | 2,664,636 | |
| Delta Air Lines Inc | | | | | | | 9,470 | | | | 465,829 | | | | 98,639 | | | | 4,852,052 | | | | 108,109 | | | | 5,317,881 | |
| Dick’s Sporting Goods Inc | | | | | | | 1,085 | | | | 57,614 | | | | - | | | | - | | | | 1,085 | | | | 57,614 | |
| Dollar General Corp | | | | | | | 3,409 | | | | 252,505 | | | | 33,842 | | | | 2,506,677 | | | | 37,251 | | | | 2,759,182 | |
| Dollar Tree Inc(b) | | | | | | | 3,132 | | | | 241,728 | | | | 31,815 | | | | 2,455,482 | | | | 34,947 | | | | 2,697,210 | |
| Domino’s Pizza Inc | | | | | | | 640 | | | | 101,914 | | | | - | | | | - | | | | 640 | | | | 101,914 | |
| DR Horton Inc | | | | | | | 4,683 | | | | 127,986 | | | | 44,586 | | | | 1,218,535 | | | | 49,269 | | | | 1,346,521 | |
| Dunkin’ Brands Group Inc | | | | | | | 1,050 | | | | 55,062 | | | | - | | | | - | | | | 1,050 | | | | 55,062 | |
| Fastenal Co | | | | | | | 3,772 | | | | 177,209 | | | | 39,016 | | | | 1,832,972 | | | | 42,788 | | | | 2,010,181 | |
| Foot Locker Inc | | | | | | | 1,700 | | | | 120,513 | | | | 18,190 | | | | 1,289,489 | | | | 19,890 | | | | 1,410,002 | |
| Ford Motor Co | | | | | | | 51,063 | | | | 619,394 | | | | 526,997 | | | | 6,392,474 | | | | 578,060 | | | | 7,011,868 | |
| Fossil Group Inc(b)(c ) | | | | | | | 627 | | | | 16,214 | | | | - | | | | - | | | | 627 | | | | 16,214 | |
| GameStop Corp Class A | | | | | | | 1,496 | | | | 37,789 | | | | - | | | | - | | | | 1,496 | | | | 37,789 | |
| Gap Inc(c) | | | | | | | 2,696 | | | | 60,498 | | | | - | | | | 619,838 | | | | 2,696 | | | | 680,336 | |
| General Motors Co | | | | | | | 17,826 | | | | 621,058 | | | | 185,809 | | | | 6,473,586 | | | | 203,635 | | | | 7,094,644 | |
| Genuine Parts Co | | | | | | | 2,004 | | | | 191,462 | | | | 20,208 | | | | 1,930,672 | | | | 22,212 | | | | 2,122,134 | |
| Goodyear Tire & Rubber Co | | | | | | | 3,470 | | | | 107,119 | | | | 35,519 | | | | 1,096,472 | | | | 38,989 | | | | 1,203,591 | |
| Hanesbrands Inc | | | | | | | 5,132 | | | | 110,697 | | | | 52,121 | | | | 1,124,250 | | | | 57,253 | | | | 1,234,947 | |
| Harley-Davidson Inc | | | | | | | 2,219 | | | | 129,456 | | | | 24,446 | | | | 1,426,180 | | | | 26,665 | | | | 1,555,636 | |
| Harman International Industries Inc | | | | | | | 844 | | | | 93,819 | | | | 9,317 | | | | 1,035,678 | | | | 10,161 | | | | 1,129,497 | |
| Hasbro Inc(c) | | | | | | | 1,419 | | | | 110,384 | | | | - | | | | 1,140,635 | | | | 1,419 | | | | 1,251,019 | |
| Herman Miller Inc | | | | | | | 812 | | | | 27,770 | | | | - | | | | - | | | | 812 | | | | 27,770 | |
| HNI Corp | | | | | | | 508 | | | | 28,407 | | | | - | | | | - | | | | 508 | | | | 28,407 | |
| Home Depot Inc | | | | | | | 15,859 | | | | 2,126,375 | | | | 163,129 | | | | 21,872,336 | | | | 178,988 | | | | 23,998,711 | |
| HSN Inc | | | | | | | 424 | | | | 14,543 | | | | - | | | | - | | | | 424 | | | | 14,543 | |
| International Speedway Corp Class A | | | | | | | 425 | | | | 15,640 | | | | - | | | | - | | | | 425 | | | | 15,640 | |
| Jack in the Box Inc | | | | | | | 353 | | | | 39,409 | | | | - | | | | - | | | | 353 | | | | 39,409 | |
| JC Penney Co Inc(b)(c ) | | | | | | | 3,604 | | | | 29,949 | | | | - | | | | - | | | | 3,604 | | | | 29,949 | |
| JetBlue Airways Corp(b) | | | | | | | 4,594 | | | | 102,997 | | | | - | | | | - | | | | 4,594 | | | | 102,997 | |
| Kate Spade & Co(b) | | | | | | | 2,068 | | | | 38,610 | | | | - | | | | - | | | | 2,068 | | | | 38,610 | |
| KB Home(c) | | | | | | | 1,482 | | | | 23,430 | | | | - | | | | - | | | | 1,482 | | | | 23,430 | |
| Kohl’s Corp | | | | | | | 2,442 | | | | 120,586 | | | | 23,644 | | | | 1,167,541 | | | | 26,086 | | | | 1,288,127 | |
| L Brands Inc | | | | | | | 3,255 | | | | 214,309 | | | | 32,025 | | | | 2,108,526 | | | | 35,280 | | | | 2,322,835 | |
| Leggett & Platt Inc | | | | | | | 1,662 | | | | 81,239 | | | | 18,014 | | | | 880,524 | | | | 19,676 | | | | 961,763 | |
| Lennar Corp Class A | | | | | | | 2,603 | | | | 111,747 | | | | 24,771 | | | | 1,063,419 | | | | 27,374 | | | | 1,175,166 | |
| LKQ Corp(b) | | | | | | | 3,893 | | | | 119,320 | | | | 41,322 | | | | 1,266,519 | | | | 45,215 | | | | 1,385,839 | |
| Lowe’s Cos Inc | | | | | | | 11,256 | | | | 800,527 | | | | 116,046 | | | | 8,253,192 | | | | 127,302 | | | | 9,053,719 | |
| Macy’s Inc | | | | | | | 4,190 | | | | 150,044 | | | | 41,190 | | | | 1,475,014 | | | | 45,380 | | | | 1,625,058 | |
| Marriott International Inc Class A | | | | | | | 4,171 | | | | 344,858 | | | | 42,476 | | | | 3,511,916 | | | | 46,647 | | | | 3,856,774 | |
| Mattel Inc | | | | | | | 4,210 | | | | 115,986 | | | | 45,980 | | | | 1,266,749 | | | | 50,190 | | | | 1,382,735 | |
| McDonald’s Corp | | | | | | | 10,811 | | | | 1,315,915 | | | | 111,558 | | | | 13,578,840 | | | | 122,369 | | | | 14,894,755 | |
| Michael Kors Holdings Ltd(b) | | | | | | | 2,179 | | | | 93,653 | | | | 21,703 | | | | 932,795 | | | | 23,882 | | | | 1,026,448 | |
| Mohawk Industries Inc(b) | | | | | | | 778 | | | | 155,351 | | | | 8,606 | | | | 1,718,446 | | | | 9,384 | | | | 1,873,797 | |
| MSC Industrial Direct Co Inc Class A | | | | | | | 465 | | | | 42,961 | | | | - | | | | - | | | | 465 | | | | 42,961 | |
| Newell Brands Inc | | | | | | | 6,516 | | | | 290,939 | | | | 65,386 | | | | 2,919,485 | | | | 71,902 | | | | 3,210,424 | |
| NIKE Inc Class B | | | | | | | 17,391 | | | | 883,985 | | | | 178,981 | | | | 9,097,604 | | | | 196,372 | | | | 9,981,589 | |
| Nordstrom Inc(c) | | | | | | | 1,519 | | | | 72,806 | | | | - | | | | 747,133 | | | | 1,519 | | | | 819,939 | |
| NVR Inc(b) | | | | | | | 41 | | | | 68,429 | | | | - | | | | - | | | | 41 | | | | 68,429 | |
| Office Depot Inc | | | | | | | 6,641 | | | | 30,017 | | | | - | | | | - | | | | 6,641 | | | | 30,017 | |
| O’Reilly Automotive Inc(b) | | | | | | | 1,212 | | | | 337,433 | | | | 12,569 | | | | 3,499,335 | | | | 13,781 | | | | 3,836,768 | |
| PACCAR Inc | | | | | | | 4,425 | | | | 282,758 | | | | 47,333 | | | | 3,024,579 | | | | 51,758 | | | | 3,307,337 | |
| Panera Bread Co Class A(b) | | | | | | | 307 | | | | 62,963 | | | | - | | | | - | | | | 307 | | | | 62,963 | |
| Papa John’s International Inc | | | | | | | 310 | | | | 26,530 | | | | - | | | | - | | | | 310 | | | | 26,530 | |
| Polaris Industries Inc(c) | | | | | | | 860 | | | | 70,855 | | | | - | | | | - | | | | 860 | | | | 70,855 | |
| Pool Corp | | | | | | | 434 | | | | 45,284 | | | | - | | | | - | | | | 434 | | | | 45,284 | |
| PulteGroup Inc | | | | | | | 4,010 | | | | 73,704 | | | | 38,598 | | | | 709,431 | | | | 42,608 | | | | 783,135 | |
| PVH Corp | | | | | | | 983 | | | | 88,706 | | | | 10,945 | | | | 987,677 | | | | 11,928 | | | | 1,076,383 | |
| Ralph Lauren Corp | | | | | | | 689 | | | | 62,230 | | | | 7,902 | | | | 713,709 | | | | 8,591 | | | | 775,939 | |
| Restoration Hardware Holdings Inc(b)(c ) | | | | | | | 562 | | | | 17,253 | | | | - | | | | - | | | | 562 | | | | 17,253 | |
| Ross Stores Inc | | | | | | | 5,028 | | | | 329,837 | | | | 53,238 | | | | 3,492,413 | | | | 58,266 | | | | 3,822,250 | |
| Royal Caribbean Cruises Ltd | | | | | | | 2,254 | | | | 184,918 | | | | 22,675 | | | | 1,860,257 | | | | 24,929 | | | | 2,045,175 | |
| Sally Beauty Holdings Inc(b) | | | | | | | 1,800 | | | | 47,556 | | | | - | | | | - | | | | 1,800 | | | | 47,556 | |
| Scotts Miracle-Gro Co Class A | | | | | | | 626 | | | | 59,814 | | | | - | | | | - | | | | 626 | | | | 59,814 | |
| Signet Jewelers Ltd(c) | | | | | | | 904 | | | | 85,211 | | | | 9,320 | | | | 878,503 | | | | 10,224 | | | | 963,714 | |
| Skechers U.S.A. Inc Class A(b) | | | | | | | 1,827 | | | | 44,908 | | | | - | | | | - | | | | 1,827 | | | | 44,908 | |
| Southwest Airlines Co | | | | | | | 8,176 | | | | 407,492 | | | | 82,056 | | | | 4,089,671 | | | | 90,232 | | | | 4,497,163 | |
| Staples Inc | | | | | | | 9,424 | | | | 85,287 | | | | 87,287 | | | | 789,947 | | | | 96,711 | | | | 875,234 | |
| Starbucks Corp | | | | | | | 18,947 | | | | 1,051,937 | | | | 194,951 | | | | 10,823,680 | | | | 213,898 | | | | 11,875,617 | |
| Target Corp | | | | | | | 7,152 | | | | 516,589 | | | | 75,222 | | | | 5,433,285 | | | | 82,374 | | | | 5,949,874 | |
| Tempur Sealy International Inc(b)(c ) | | | | | | | 596 | | | | 40,695 | | | | - | | | | - | | | | 596 | | | | 40,695 | |
| Texas Roadhouse Inc | | | | | | | 950 | | | | 45,828 | | | | - | | | | - | | | | 950 | | | | 45,828 | |
4
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| Thor Industries Inc | | | | | | | 571 | | | | 57,129 | | | | - | | | | - | | | | 571 | | | | 57,129 | |
| Tiffany & Co(c) | | | | | | | 1,318 | | | | 102,053 | | | | - | | | | 1,121,264 | | | | 1,318 | | | | 1,223,317 | |
| TJX Cos Inc | | | | | | | 8,394 | | | | 630,641 | | | | 87,322 | | | | 6,560,502 | | | | 95,716 | | | | 7,191,143 | |
| Toll Brothers Inc(b) | | | | | | | 1,798 | | | | 55,738 | | | | - | | | | - | | | | 1,798 | | | | 55,738 | |
| Toro Co | | | | | | | 1,257 | | | | 70,329 | | | | - | | | | - | | | | 1,257 | | | | 70,329 | |
| Tractor Supply Co | | | | | | | 1,791 | | | | 135,776 | | | | 17,985 | | | | 1,363,443 | | | | 19,776 | | | | 1,499,219 | |
| Tri Pointe Group Inc(b) | | | | | | | 2,181 | | | | 25,038 | | | | - | | | | - | | | | 2,181 | | | | 25,038 | |
| Tupperware Brands Corp(c) | | | | | | | 661 | | | | 34,782 | | | | - | | | | - | | | | 661 | | | | 34,782 | |
| Ulta Salon Cosmetics & Fragrance Inc(b) | | | | | | | 785 | | | | 200,128 | | | | 7,952 | | | | 2,027,283 | | | | 8,737 | | | | 2,227,411 | |
| Under Armour Inc Class A(b)(c ) | | | | | | | 2,652 | | | | 77,041 | | | | 24,735 | | | | 718,552 | | | | 27,387 | | | | 795,593 | |
| Under Armour Inc Class C(b) | | | | | | | 2,670 | | | | 67,204 | | | | 23,375 | | | | 588,349 | | | | 26,045 | | | | 655,553 | |
| United Continental Holdings Inc(b) | | | | | | | 3,809 | | | | 277,600 | | | | 38,453 | | | | 2,802,455 | | | | 42,262 | | | | 3,080,055 | |
| Urban Outfitters Inc(b) | | | | | | | 1,240 | | | | 35,315 | | | | 13,479 | | | | 383,882 | | | | 14,719 | | | | 419,197 | |
| VF Corp | | | | | | | 4,220 | | | | 225,137 | | | | 44,292 | | | | 2,362,978 | | | | 48,512 | | | | 2,588,115 | |
| Vista Outdoor Inc(b) | | | | | | | 906 | | | | 33,431 | | | | - | | | | - | | | | 906 | | | | 33,431 | |
| Walgreens Boots Alliance Inc | | | | | | | 11,034 | | | | 913,174 | | | | 114,783 | | | | 9,499,441 | | | | 125,817 | | | | 10,412,615 | |
| Wal-Mart Stores Inc | | | | | | | 19,604 | | | | 1,355,028 | | | | 201,710 | | | | 13,942,195 | | | | 221,314 | | | | 15,297,223 | |
| Watsco Inc | | | | | | | 286 | | | | 42,362 | | | | - | | | | - | | | | 286 | | | | 42,362 | |
| Wendy’s Co | | | | | | | 1,773 | | | | 23,971 | | | | - | | | | - | | | | 1,773 | | | | 23,971 | |
| Whirlpool Corp | | | | | | | 981 | | | | 178,316 | | | | 10,052 | | | | 1,827,152 | | | | 11,033 | | | | 2,005,468 | |
| Williams-Sonoma Inc | | | | | | | 1,181 | | | | 57,149 | | | | - | | | | - | | | | 1,181 | | | | 57,149 | |
| World Fuel Services Corp | | | | | | | 970 | | | | 44,533 | | | | - | | | | - | | | | 970 | | | | 44,533 | |
| WW Grainger Inc(c) | | | | | | | 730 | | | | 169,543 | | | | 7,455 | | | | 1,731,424 | | | | 8,185 | | | | 1,900,967 | |
| Wyndham Worldwide Corp | | | | | | | 1,373 | | | | 104,856 | | | | 14,160 | | | | 1,081,399 | | | | 15,533 | | | | 1,186,255 | |
| Wynn Resorts Ltd(c) | | | | | | | 976 | | | | 84,434 | | | | 10,414 | | | | 900,915 | | | | 11,390 | | | | 985,349 | |
| Yum! Brands Inc | | | | | | | 4,401 | | | | 278,713 | | | | 47,455 | | | | 3,005,321 | | | | 51,856 | | | | 3,284,034 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 25,552,395 | | | | | | | $ | 238,235,062 | | | | | | | $ | 263,787,457 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Consumer, Non-cyclical | | | 22.06 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Aaron’s Inc(c) | | | | | | | 725 | | | | 23,193 | | | | - | | | | - | | | | 725 | | | | 23,193 | |
| Abbott Laboratories | | | | | | | 19,364 | | | | 743,771 | | | | 198,422 | | | | 7,621,389 | | | | 217,786 | | | | 8,365,160 | |
| AbbVie Inc | | | | | | | 21,144 | | | | 1,324,037 | | | | 217,014 | | | | 13,589,417 | | | | 238,158 | | | | 14,913,454 | |
| ABIOMED Inc(b) | | | | | | | 586 | | | | 66,030 | | | | - | | | | - | | | | 586 | | | | 66,030 | |
| Aetna Inc | | | | | | | 4,533 | | | | 562,137 | | | | 47,352 | | | | 5,872,122 | | | | 51,885 | | | | 6,434,259 | |
| Akorn Inc(b)(c ) | | | | | | | 1,114 | | | | 24,319 | | | | - | | | | - | | | | 1,114 | | | | 24,319 | |
| Alexion Pharmaceuticals Inc(b) | | | | | | | 3,005 | | | | 367,662 | | | | 30,256 | | | | 3,701,822 | | | | 33,261 | | | | 4,069,484 | |
| Align Technology Inc(b) | | | | | | | 993 | | | | 95,457 | | | | - | | | | - | | | | 993 | | | | 95,457 | |
| Allergan PLC(b) | | | | | | | 4,920 | | | | 1,033,249 | | | | 50,135 | | | | 10,528,851 | | | | 55,055 | | | | 11,562,100 | |
| Altria Group Inc | | | | | | | 25,390 | | | | 1,716,872 | | | | 260,816 | | | | 17,636,378 | | | | 286,206 | | | | 19,353,250 | |
| AmerisourceBergen Corp | | | | | | | 2,301 | | | | 179,915 | | | | 22,821 | | | | 1,784,374 | | | | 25,122 | | | | 1,964,289 | |
| Amgen Inc | | | | | | | 9,685 | | | | 1,416,044 | | | | 99,648 | | | | 14,569,534 | | | | 109,333 | | | | 15,985,578 | |
| Anthem Inc | | | | | | | 3,459 | | | | 497,300 | | | | 35,514 | | | | 5,105,848 | | | | 38,973 | | | | 5,603,148 | |
| Archer-Daniels-Midland Co | | | | | | | 7,669 | | | | 350,090 | | | | 77,885 | | | | 3,555,450 | | | | 85,554 | | | | 3,905,540 | |
| Automatic Data Processing Inc | | | | | | | 5,929 | | | | 609,383 | | | | 60,330 | | | | 6,200,717 | | | | 66,259 | | | | 6,810,100 | |
| Avery Dennison Corp | | | | | | | 1,274 | | | | 89,460 | | | | 12,416 | | | | 871,852 | | | | 13,690 | | | | 961,312 | |
| Avis Budget Group Inc(b) | | | | | | | 889 | | | | 32,609 | | | | - | | | | - | | | | 889 | | | | 32,609 | |
| Avon Products Inc(b) | | | | | | | 7,171 | | | | 36,142 | | | | - | | | | - | | | | 7,171 | | | | 36,142 | |
| Baxter International Inc | | | | | | | 6,559 | | | | 290,826 | | | | 66,397 | | | | 2,944,043 | | | | 72,956 | | | | 3,234,869 | |
| Becton Dickinson & Co | | | | | | | 2,807 | | | | 464,699 | | | | 28,660 | | | | 4,744,663 | | | | 31,467 | | | | 5,209,362 | |
| Biogen Inc(b) | | | | | | | 2,818 | | | | 799,128 | | | | 29,266 | | | | 8,299,252 | | | | 32,084 | | | | 9,098,380 | |
| Bio-Rad Laboratories Inc Class A(b) | | | | | | | 287 | | | | 52,314 | | | | - | | | | - | | | | 287 | | | | 52,314 | |
| Bio-Techne Corp | | | | | | | 524 | | | | 53,883 | | | | - | | | | - | | | | 524 | | | | 53,883 | |
| Boston Beer Co Inc Class A(b)(c ) | | | | | | | 133 | | | | 22,590 | | | | - | | | | - | | | | 133 | | | | 22,590 | |
| Boston Scientific Corp(b) | | | | | | | 17,700 | | | | 382,851 | | | | 183,257 | | | | 3,963,849 | | | | 200,957 | | | | 4,346,700 | |
| Bristol-Myers Squibb Co | | | | | | | 21,686 | | | | 1,267,330 | | | | 223,600 | | | | 13,067,184 | | | | 245,286 | | | | 14,334,514 | |
| Brown-Forman Corp Class B | | | | | | | 2,140 | | | | 96,129 | | | | 24,740 | | | | 1,111,321 | | | | 26,880 | | | | 1,207,450 | |
| Campbell Soup Co | | | | | | | 2,423 | | | | 146,519 | | | | 26,375 | | | | 1,594,896 | | | | 28,798 | | | | 1,741,415 | |
| Cardinal Health Inc | | | | | | | 4,073 | | | | 293,134 | | | | 43,346 | | | | 3,119,612 | | | | 47,419 | | | | 3,412,746 | |
| Catalent Inc(b) | | | | | | | 1,456 | | | | 39,254 | | | | - | | | | - | | | | 1,456 | | | | 39,254 | |
| CEB Inc | | | | | | | 439 | | | | 26,603 | | | | - | | | | - | | | | 439 | | | | 26,603 | |
| Celgene Corp(b) | | | | | | | 10,048 | | | | 1,163,056 | | | | 103,660 | | | | 11,998,645 | | | | 113,708 | | | | 13,161,701 | |
| Centene Corp(b) | | | | | | | 2,083 | | | | 117,710 | | | | 22,530 | | | | 1,273,170 | | | | 24,613 | | | | 1,390,880 | |
| Charles River Laboratories International Inc(b) | | | | | | | 660 | | | | 50,285 | | | | - | | | | - | | | | 660 | | | | 50,285 | |
| Church & Dwight Co Inc | | | | | | | 3,536 | | | | 156,256 | | | | 34,582 | | | | 1,528,179 | | | | 38,118 | | | | 1,684,435 | |
| Cigna Corp | | | | | | | 3,286 | | | | 438,320 | | | | 34,644 | | | | 4,621,163 | | | | 37,930 | | | | 5,059,483 | |
| Cintas Corp | | | | | | | 1,149 | | | | 132,778 | | | | 11,051 | | | | 1,277,054 | | | | 12,200 | | | | 1,409,832 | |
| Clorox Co | | | | | | | 1,632 | | | | 195,873 | | | | 17,469 | | | | 2,096,629 | | | | 19,101 | | | | 2,292,502 | |
| Coca-Cola Co | | | | | | | 50,534 | | | | 2,095,140 | | | | 519,060 | | | | 21,520,228 | | | | 569,594 | | | | 23,615,368 | |
| Colgate-Palmolive Co | | | | | | | 11,451 | | | | 749,353 | | | | 119,261 | | | | 7,804,440 | | | | 130,712 | | | | 8,553,793 | |
| ConAgra Foods Inc | | | | | | | 5,515 | | | | 218,118 | | | | 56,533 | | | | 2,235,880 | | | | 62,048 | | | | 2,453,998 | |
5
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| Constellation Brands Inc Class A | | | | | | | 2,288 | | | | 350,773 | | | | 23,826 | | | | 3,652,764 | | | | 26,114 | | | | 4,003,537 | |
| Cooper Cos Inc | | | | | | | 607 | | | | 106,183 | | | | 6,706 | | | | 1,173,081 | | | | 7,313 | | | | 1,279,264 | |
| CoreLogic Inc(b) | | | | | | | 1,207 | | | | 44,454 | | | | - | | | | - | | | | 1,207 | | | | 44,454 | |
| Coty Inc Class A | | | | | | | 5,966 | | | | 109,237 | | | | 64,280 | | | | 1,176,967 | | | | 70,246 | | | | 1,286,204 | |
| CR Bard Inc | | | | | | | 973 | | | | 218,594 | | | | 9,626 | | | | 2,162,577 | | | | 10,599 | | | | 2,381,171 | |
| Danaher Corp | | | | | | | 8,011 | | | | 623,576 | | | | 81,150 | | | | 6,316,716 | | | | 89,161 | | | | 6,940,292 | |
| DaVita HealthCare Partners Inc(b) | | | | | | | 1,951 | | | | 125,254 | | | | 20,615 | | | | 1,323,483 | | | | 22,566 | | | | 1,448,737 | |
| Dean Foods Co | | | | | | | 1,579 | | | | 34,391 | | | | - | | | | - | | | | 1,579 | | | | 34,391 | |
| Deluxe Corp | | | | | | | 494 | | | | 35,375 | | | | - | | | | - | | | | 494 | | | | 35,375 | |
| Dentsply Sirona Inc | | | | | | | 2,957 | | | | 170,708 | | | | 30,135 | | | | 1,739,694 | | | | 33,092 | | | | 1,910,402 | |
| DeVry Education Group Inc(c) | | | | | | | 872 | | | | 27,206 | | | | - | | | | - | | | | 872 | | | | 27,206 | |
| Dr Pepper Snapple Group Inc | | | | | | | 2,485 | | | | 225,315 | | | | 24,685 | | | | 2,238,189 | | | | 27,170 | | | | 2,463,504 | |
| Edgewell Personal Care Co(b) | | | | | | | 669 | | | | 48,830 | | | | - | | | | - | | | | 669 | | | | 48,830 | |
| Edwards Lifesciences Corp(b) | | | | | | | 2,816 | | | | 263,859 | | | | 28,399 | | | | 2,660,986 | | | | 31,215 | | | | 2,924,845 | |
| Eli Lilly & Co | | | | | | | 12,532 | | | | 921,729 | | | | 129,947 | | | | 9,557,602 | | | | 142,479 | | | | 10,479,331 | |
| Endo International PLC(b) | | | | | | | 3,007 | | | | 49,525 | | | | 26,565 | | | | 437,526 | | | | 29,572 | | | | 487,051 | |
| Envision Healthcare Corp(b) | | | | | | | 1,554 | | | | 98,353 | | | | 16,325 | | | | 1,033,209 | | | | 17,879 | | | | 1,131,562 | |
| Equifax Inc | | | | | | | 1,490 | | | | 176,163 | | | | 16,074 | | | | 1,900,429 | | | | 17,564 | | | | 2,076,592 | |
| Estee Lauder Cos Inc Class A | | | | | | | 2,889 | | | | 220,980 | | | | 29,645 | | | | 2,267,546 | | | | 32,534 | | | | 2,488,526 | |
| Express Scripts Holding Co(b) | | | | | | | 8,016 | | | | 551,421 | | | | 83,147 | | | | 5,719,682 | | | | 91,163 | | | | 6,271,103 | |
| Flowers Foods Inc(c) | | | | | | | 2,512 | | | | 50,165 | | | | - | | | | - | | | | 2,512 | | | | 50,165 | |
| FTI Consulting Inc(b) | | | | | | | 575 | | | | 25,921 | | | | - | | | | - | | | | 575 | | | | 25,921 | |
| Gartner Inc Class A(b) | | | | | | | 1,015 | | | | 102,586 | | | | - | | | | - | | | | 1,015 | | | | 102,586 | |
| General Mills Inc | | | | | | | 7,550 | | | | 466,364 | | | | 78,693 | | | | 4,860,867 | | | | 86,243 | | | | 5,327,231 | |
| Gilead Sciences Inc | | | | | | | 17,123 | | | | 1,226,178 | | | | 175,812 | | | | 12,589,897 | | | | 192,935 | | | | 13,816,075 | |
| Global Payments Inc | | | | | | | 1,977 | | | | 137,224 | | | | 20,419 | | | | 1,417,283 | | | | 22,396 | | | | 1,554,507 | |
| Globus Medical Inc Class A(b) | | | | | | | 869 | | | | 21,560 | | | | - | | | | - | | | | 869 | | | | 21,560 | |
| Graham Holdings Co Class B | | | | | | | 63 | | | | 32,253 | | | | - | | | | - | | | | 63 | | | | 32,253 | |
| H&R Block Inc | | | | | | | 2,812 | | | | 64,648 | | | | 27,903 | | | | 641,490 | | | | 30,715 | | | | 706,138 | |
| Hain Celestial Group Inc(b) | | | | | | | 1,456 | | | | 56,828 | | | | - | | | | - | | | | 1,456 | | | | 56,828 | |
| Halyard Health Inc(b) | | | | | | | 710 | | | | 26,256 | | | | - | | | | - | | | | 710 | | | | 26,256 | |
| HCA Holdings Inc(b) | | | | | | | 3,708 | | | | 274,466 | | | | 39,648 | | | | 2,934,745 | | | | 43,356 | | | | 3,209,211 | |
| HealthSouth Corp | | | | | | | 1,190 | | | | 49,076 | | | | - | | | | - | | | | 1,190 | | | | 49,076 | |
| Helen of Troy Ltd(b) | | | | | | | 304 | | | | 25,673 | | | | - | | | | - | | | | 304 | | | | 25,673 | |
| Henry Schein Inc(b) | | | | | | | 999 | | | | 151,558 | | | | 10,607 | | | | 1,609,188 | | | | 11,606 | | | | 1,760,746 | |
| Hershey Co | | | | | | | 1,794 | | | | 185,553 | | | | 18,132 | | | | 1,875,393 | | | | 19,926 | | | | 2,060,946 | |
| Hill-Rom Holdings Inc | | | | | | | 844 | | | | 47,382 | | | | - | | | | - | | | | 844 | | | | 47,382 | |
| Hologic Inc(b) | | | | | | | 3,421 | | | | 137,251 | | | | 37,630 | | | | 1,509,716 | | | | 41,051 | | | | 1,646,967 | |
| Hormel Foods Corp | | | | | | | 3,466 | | | | 120,651 | | | | 36,497 | | | | 1,270,461 | | | | 39,963 | | | | 1,391,112 | |
| Humana Inc | | | | | | | 1,918 | | | | 391,330 | | | | 20,129 | | | | 4,106,920 | | | | 22,047 | | | | 4,498,250 | |
| IDEXX Laboratories Inc(b) | | | | | | | 1,173 | | | | 137,558 | | | | - | | | | - | | | | 1,173 | | | | 137,558 | |
| Illumina Inc(b) | | | | | | | 1,901 | | | | 243,404 | | | | 19,881 | | | | 2,545,563 | | | | 21,782 | | | | 2,788,967 | |
| Ingredion Inc | | | | | | | 902 | | | | 112,714 | | | | - | | | | - | | | | 902 | | | | 112,714 | |
| Intuitive Surgical Inc(b) | | | | | | | 490 | | | | 310,743 | | | | 5,140 | | | | 3,259,634 | | | | 5,630 | | | | 3,570,377 | |
| JM Smucker Co | | | | | | | 1,482 | | | | 189,785 | | | | 15,426 | | | | 1,975,454 | | | | 16,908 | | | | 2,165,239 | |
| Johnson & Johnson | | | | | | | 35,418 | | | | 4,080,508 | | | | 364,415 | | | | 41,984,252 | | | | 399,833 | | | | 46,064,760 | |
| Kellogg Co | | | | | | | 3,237 | | | | 238,599 | | | | 34,039 | | | | 2,509,015 | | | | 37,276 | | | | 2,747,614 | |
| Kimberly-Clark Corp | | | | | | | 4,721 | | | | 538,761 | | | | 47,767 | | | | 5,451,170 | | | | 52,488 | | | | 5,989,931 | |
| Kraft Foods Group Inc | | | | | | | 7,850 | | | | 685,462 | | | | 79,315 | | | | 6,925,786 | | | | 87,165 | | | | 7,611,248 | |
| Kroger Co | | | | | | | 12,272 | | | | 423,507 | | | | 125,497 | | | | 4,330,901 | | | | 137,769 | | | | 4,754,408 | |
| Laboratory Corp of America Holdings(b) | | | | | | | 1,349 | | | | 173,185 | | | | 13,830 | | | | 1,775,495 | | | | 15,179 | | | | 1,948,680 | |
| Lamb Weston Holdings Inc(b) | | | | | | | 1,838 | | | | 69,568 | | | | - | | | | - | | | | 1,838 | | | | 69,568 | |
| Lancaster Colony Corp | | | | | | | 269 | | | | 38,034 | | | | - | | | | - | | | | 269 | | | | 38,034 | |
| LifePoint Health Inc(b) | | | | | | | 616 | | | | 34,989 | | | | - | | | | - | | | | 616 | | | | 34,989 | |
| LivaNova PLC(b) | | | | | | | 594 | | | | 26,712 | | | | - | | | | - | | | | 594 | | | | 26,712 | |
| Live Nation Entertainment Inc(b) | | | | | | | 1,433 | | | | 38,118 | | | | - | | | | - | | | | 1,433 | | | | 38,118 | |
| Mallinckrodt PLC(b) | | | | | | | 1,479 | | | | 73,684 | | | | 14,756 | | | | 735,144 | | | | 16,235 | | | | 808,828 | |
| ManpowerGroup Inc | | | | | | | 854 | | | | 75,895 | | | | - | | | | - | | | | 854 | | | | 75,895 | |
| MarketAxess Holdings Inc | | | | | | | 544 | | | | 79,924 | | | | - | | | | - | | | | 544 | | | | 79,924 | |
| McCormick & Co Inc | | | | | | | 1,540 | | | | 143,728 | | | | 15,418 | | | | 1,438,962 | | | | 16,958 | | | | 1,582,690 | |
| McKesson Corp | | | | | | | 2,888 | | | | 405,620 | | | | 30,307 | | | | 4,256,618 | | | | 33,195 | | | | 4,662,238 | |
| Mead Johnson Nutrition Co Class A | | | | | | | 2,458 | | | | 173,928 | | | | 24,423 | | | | 1,728,171 | | | | 26,881 | | | | 1,902,099 | |
| MEDNAX Inc(b) | | | | | | | 1,349 | | | | 89,924 | | | | - | | | | - | | | | 1,349 | | | | 89,924 | |
| Medtronic PLC | | | | | | | 17,875 | | | | 1,273,236 | | | | 183,920 | | | | 13,100,622 | | | | 201,795 | | | | 14,373,858 | |
| Merck & Co Inc | | | | | | | 35,894 | | | | 2,113,080 | | | | 369,319 | | | | 21,741,810 | | | | 405,213 | | | | 23,854,890 | |
| Molina Healthcare Inc(b)(c ) | | | | | | | 597 | | | | 32,393 | | | | - | | | | - | | | | 597 | | | | 32,393 | |
| Molson Coors Brewing Co Class B | | | | | | | 2,476 | | | | 240,940 | | | | 24,868 | | | | 2,419,905 | | | | 27,344 | | | | 2,660,845 | |
| Mondelez International Inc Class A | | | | | | | 20,061 | | | | 889,304 | | | | 206,874 | | | | 9,170,724 | | | | 226,935 | | | | 10,060,028 | |
| Monster Beverage Corp(b) | | | | | | | 5,343 | | | | 236,909 | | | | 54,429 | | | | 2,413,382 | | | | 59,772 | | | | 2,650,291 | |
| Moody’s Corp | | | | | | | 2,258 | | | | 212,862 | | | | 22,109 | | | | 2,084,215 | | | | 24,367 | | | | 2,297,077 | |
| Mylan NV(b) | | | | | | | 6,073 | | | | 231,685 | | | | 61,805 | | | | 2,357,861 | | | | 67,878 | | | | 2,589,546 | |
6
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nielsen Holdings NV | | | | | | | 4,409 | | | | 184,958 | | | | 45,563 | | | | 1,911,368 | | | | 49,972 | | | | 2,096,326 | |
| NuVasive Inc(b) | | | | | | | 747 | | | | 50,318 | | | | - | | | | - | | | | 747 | | | | 50,318 | |
| Owens & Minor Inc | | | | | | | 814 | | | | 28,726 | | | | - | | | | - | | | | 814 | | | | 28,726 | |
| PAREXEL International Corp(b)(c ) | | | | | | | 819 | | | | 53,825 | | | | - | | | | - | | | | 819 | | | | 53,825 | |
| Patterson Cos Inc(c) | | | | | | | 1,138 | | | | 46,692 | | | | 11,726 | | | | 481,118 | | | | 12,864 | | | | 527,810 | |
| PayPal Holdings Inc(b) | | | | | | | 14,568 | | | | 574,999 | | | | 149,808 | | | | 5,912,922 | | | | 164,376 | | | | 6,487,921 | |
| PepsiCo Inc | | | | | | | 18,671 | | | | 1,953,547 | | | | 192,109 | | | | 20,100,365 | | | | 210,780 | | | | 22,053,912 | |
| Perrigo Co PLC | | | | | | | 1,952 | | | | 162,465 | | | | 19,150 | | | | 1,593,855 | | | | 21,102 | | | | 1,756,320 | |
| Pfizer Inc | | | | | | | 79,002 | | | | 2,565,985 | | | | 811,229 | | | | 26,348,718 | | | | 890,231 | | | | 28,914,703 | |
| Philip Morris International Inc | | | | | | | 20,196 | | | | 1,847,732 | | | | 208,256 | | | | 19,053,341 | | | | 228,452 | | | | 20,901,073 | |
| Post Holdings Inc(b)(c ) | | | | | | | 745 | | | | 59,891 | | | | - | | | | - | | | | 745 | | | | 59,891 | |
| Prestige Brands Holdings Inc(b) | | | | | | | 792 | | | | 41,263 | | | | - | | | | - | | | | 792 | | | | 41,263 | |
| Procter & Gamble Co | | | | | | | 34,838 | | | | 2,929,179 | | | | 358,449 | | | | 30,138,392 | | | | 393,287 | | | | 33,067,571 | |
| Quanta Services Inc(b) | | | | | | | 1,700 | | | | 59,245 | | | | 18,742 | | | | 653,159 | | | | 20,442 | | | | 712,404 | |
| Quest Diagnostics Inc | | | | | | | 1,925 | | | | 176,908 | | | | 18,405 | | | | 1,691,420 | | | | 20,330 | | | | 1,868,328 | |
| Regeneron Pharmaceuticals Inc(b) | | | | | | | 973 | | | | 357,179 | | | | 10,131 | | | | 3,718,989 | | | | 11,104 | | | | 4,076,168 | |
| ResMed Inc(c) | | | | | | | 1,790 | | | | 111,070 | | | | - | | | | - | | | | 1,790 | | | | 111,070 | |
| Reynolds American Inc | | | | | | | 10,748 | | | | 602,318 | | | | 110,022 | | | | 6,165,633 | | | | 120,770 | | | | 6,767,951 | |
| Robert Half International Inc | | | | | | | 1,499 | | | | 73,121 | | | | 16,468 | | | | 803,309 | | | | 17,967 | | | | 876,430 | |
| Rollins Inc | | | | | | | 1,426 | | | | 48,170 | | | | - | | | | - | | | | 1,426 | | | | 48,170 | |
| S&P Global Inc | | | | | | | 3,324 | | | | 357,463 | | | | 34,601 | | | | 3,720,992 | | | | 37,925 | | | | 4,078,455 | |
| Service Corp International | | | | | | | 2,762 | | | | 78,441 | | | | - | | | | - | | | | 2,762 | | | | 78,441 | |
| Snyder’s-Lance Inc | | | | | | | 1,181 | | | | 45,280 | | | | - | | | | - | | | | 1,181 | | | | 45,280 | |
| Sotheby’s(b)(c) | | | | | | | 428 | | | | 17,060 | | | | - | | | | - | | | | 428 | | | | 17,060 | |
| Sprouts Farmers Market Inc(b) | | | | | | | 2,158 | | | | 40,829 | | | | - | | | | - | | | | 2,158 | | | | 40,829 | |
| St Jude Medical Inc | | | | | | | 3,589 | | | | 287,802 | | | | 38,394 | | | | 3,078,815 | | | | 41,983 | | | | 3,366,617 | |
| STERIS Corp | | | | | | | 1,203 | | | | 81,070 | | | | - | | | | - | | | | 1,203 | | | | 81,070 | |
| Stryker Corp | | | | | | | 3,994 | | | | 478,521 | | | | 41,569 | | | | 4,980,382 | | | | 45,563 | | | | 5,458,903 | |
| Sysco Corp | | | | | | | 6,412 | | | | 355,032 | | | | 67,923 | | | | 3,760,897 | | | | 74,335 | | | | 4,115,929 | |
| Teleflex Inc | | | | | | | 621 | | | | 100,074 | | | | - | | | | - | | | | 621 | | | | 100,074 | |
| Tenet Healthcare Corp(b) | | | | | | | 750 | | | | 11,130 | | | | - | | | | - | | | | 750 | | | | 11,130 | |
| Thermo Fisher Scientific Inc | | | | | | | 5,197 | | | | 733,297 | | | | 53,147 | | | | 7,499,042 | | | | 58,344 | | | | 8,232,339 | |
| Tootsie Roll Industries Inc(c) | | | | | | | 153 | | | | 6,082 | | | | - | | | | - | | | | 153 | | | | 6,082 | |
| Total System Services Inc | | | | | | | 2,104 | | | | 103,159 | | | | 22,814 | | | | 1,118,570 | | | | 24,918 | | | | 1,221,729 | |
| TreeHouse Foods Inc(b)(c ) | | | | | | | 866 | | | | 62,517 | | | | - | | | | - | | | | 866 | | | | 62,517 | |
| Tyson Foods Inc Class A | | | | | | | 3,629 | | | | 223,837 | | | | 38,920 | | | | 2,400,586 | | | | 42,549 | | | | 2,624,423 | |
| United Natural Foods Inc(b) | | | | | | | 795 | | | | 37,937 | | | | - | | | | - | | | | 795 | | | | 37,937 | |
| United Rentals Inc(b) | | | | | | | 1,179 | | | | 124,479 | | | | 11,567 | | | | 1,221,244 | | | | 12,746 | | | | 1,345,723 | |
| United Therapeutics Corp(b)(c ) | | | | | | | 511 | | | | 73,293 | | | | - | | | | - | | | | 511 | | | | 73,293 | |
| UnitedHealth Group Inc | | | | | | | 12,391 | | | | 1,983,056 | | | | 127,233 | | | | 20,362,369 | | | | 139,624 | | | | 22,345,425 | |
| Universal Health Services Inc Class B | | | | | | | 1,141 | | | | 121,380 | | | | 12,219 | | | | 1,299,857 | | | | 13,360 | | | | 1,421,237 | |
| Varian Medical Systems Inc(b) | | | | | | | 1,186 | | | | 106,479 | | | | 12,191 | | | | 1,094,508 | | | | 13,377 | | | | 1,200,987 | |
| VCA Inc(b) | | | | | | | 1,143 | | | | 78,467 | | | | - | | | | - | | | | 1,143 | | | | 78,467 | |
| Verisk Analytics Inc Class A(b) | | | | | | | 2,033 | | | | 165,019 | | | | 20,320 | | | | 1,649,374 | | | | 22,353 | | | | 1,814,393 | |
| Vertex Pharmaceuticals Inc(b) | | | | | | | 3,246 | | | | 239,133 | | | | 33,407 | | | | 2,461,094 | | | | 36,653 | | | | 2,700,227 | |
| WellCare Health Plans Inc(b) | | | | | | | 530 | | | | 72,652 | | | | - | | | | - | | | | 530 | | | | 72,652 | |
| West Pharmaceutical Services Inc | | | | | | | 829 | | | | 70,324 | | | | - | | | | - | | | | 829 | | | | 70,324 | |
| Western Union Co(c) | | | | | | | 6,281 | | | | 136,423 | | | | 65,307 | | | | 1,418,468 | | | | 71,588 | | | | 1,554,891 | |
| WEX Inc(b) | | | | | | | 547 | | | | 61,045 | | | | - | | | | - | | | | 547 | | | | 61,045 | |
| WhiteWave Foods Co Class A(b) | | | | | | | 2,291 | | | | 127,380 | | | | - | | | | - | | | | 2,291 | | | | 127,380 | |
| Whole Foods Market Inc | | | | | | | 4,317 | | | | 132,791 | | | | 43,124 | | | | 1,326,494 | | | | 47,441 | | | | 1,459,285 | |
| Zimmer Biomet Holdings Inc | | | | | | | 2,697 | | | | 278,330 | | | | 26,533 | | | | 2,738,206 | | | | 29,230 | | | | 3,016,536 | |
| Zoetis Inc | | | | | | | 6,299 | | | | 337,179 | | | | 65,240 | | | | 3,492,290 | | | | 71,539 | | | | 3,829,469 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 59,083,979 | | | | | | | $ | 574,814,834 | | | | | | | $ | 633,898,813 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Diversified | | | 0.04 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Leucadia National Corp | | | | | | | 3,903 | | | $ | 90,745 | | | | 45,021 | | | $ | 1,046,738 | | | | 48,924 | | | $ | 1,137,483 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Energy | | | 7.49 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Anadarko Petroleum Corp | | | | | | | 7,404 | | | | 516,281 | | | | 75,353 | | | | 5,254,365 | | | | 82,757 | | | | 5,770,646 | |
| Apache Corp | | | | | | | 4,882 | | | | 309,861 | | | | 51,124 | | | | 3,244,840 | | | | 56,006 | | | | 3,554,701 | |
| Baker Hughes Inc | | | | | | | 5,357 | | | | 348,044 | | | | 57,163 | | | | 3,713,880 | | | | 62,520 | | | | 4,061,924 | |
| Cabot Oil & Gas Corp | | | | | | | 6,000 | | | | 140,160 | | | | 62,802 | | | | 1,467,055 | | | | 68,802 | | | | 1,607,215 | |
| Chesapeake Energy Corp(b)(c ) | | | | | | | 9,875 | | | | 69,323 | | | | - | | | | 705,243 | | | | 9,875 | | | | 774,566 | |
| Chevron Corp | | | | | | | 24,576 | | | | 2,892,595 | | | | 252,867 | | | | 29,762,446 | | | | 277,443 | | | | 32,655,041 | |
| Cimarex Energy Co | | | | | | | 1,246 | | | | 169,331 | | | | 12,632 | | | | 1,716,689 | | | | 13,878 | | | | 1,886,020 | |
| Concho Resources Inc(b) | | | | | | | 1,930 | | | | 255,918 | | | | 18,851 | | | | 2,499,643 | | | | 20,781 | | | | 2,755,561 | |
| ConocoPhillips | | | | | | | 15,938 | | | | 799,131 | | | | 165,331 | | | | 8,289,696 | | | | 181,269 | | | | 9,088,827 | |
| CONSOL Energy Inc | | | | | | | 2,377 | | | | 43,333 | | | | - | | | | - | | | | 2,377 | | | | 43,333 | |
| Denbury Resources Inc(b)(c ) | | | | | | | 5,236 | | | | 19,268 | | | | - | | | | - | | | | 5,236 | | | | 19,268 | |
7
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Devon Energy Corp | | | | | | | 6,648 | | | | 303,614 | | | | 70,330 | | | | 3,211,971 | | | | 76,978 | | | | 3,515,585 | |
| Diamond Offshore Drilling Inc(b)(c ) | | | | | | | 1,038 | | | | 18,373 | | | | - | | | | - | | | | 1,038 | | | | 18,373 | |
| Dril-Quip Inc(b) | | | | | | | 592 | | | | 35,550 | | | | - | | | | - | | | | 592 | | | | 35,550 | |
| Energen Corp(b) | | | | | | | 1,105 | | | | 63,725 | | | | - | | | | - | | | | 1,105 | | | | 63,725 | |
| Ensco PLC Class A | | | | | | | 3,700 | | | | 35,964 | | | | - | | | | - | | | | 3,700 | | | | 35,964 | |
| EOG Resources Inc | | | | | | | 7,443 | | | | 752,487 | | | | 77,719 | | | | 7,857,391 | | | | 85,162 | | | | 8,609,878 | |
| EQT Corp | | | | | | | 2,247 | | | | 146,954 | | | | 22,794 | | | | 1,490,728 | | | | 25,041 | | | | 1,637,682 | |
| Exxon Mobil Corp | | | | | | | 53,984 | | | | 4,872,596 | | | | 555,449 | | | | 50,134,827 | | | | 609,433 | | | | 55,007,423 | |
| First Solar Inc(b)(c ) | | | | | | | 1,078 | | | | 34,593 | | | | 10,357 | | | | 332,356 | | | | 11,435 | | | | 366,949 | |
| FMC Technologies Inc(b) | | | | | | | 2,726 | | | | 96,855 | | | | 30,235 | | | | 1,074,250 | | | | 32,961 | | | | 1,171,105 | |
| Gulfport Energy Corp(b) | | | | | | | 1,752 | | | | 37,913 | | | | - | | | | - | | | | 1,752 | | | | 37,913 | |
| Halliburton Co | | | | | | | 11,340 | | | | 613,381 | | | | 116,051 | | | | 6,277,199 | | | | 127,391 | | | | 6,890,580 | |
| Helmerich & Payne Inc(c) | | | | | | | 1,525 | | | | 118,035 | | | | - | | | | 1,083,368 | | | | 1,525 | | | | 1,201,403 | |
| Hess Corp | | | | | | | 3,567 | | | | 222,188 | | | | 35,486 | | | | 2,210,423 | | | | 39,053 | | | | 2,432,611 | |
| HollyFrontier Corp | | | | | | | 2,012 | | | | 65,913 | | | | - | | | | - | | | | 2,012 | | | | 65,913 | |
| Kinder Morgan Inc | | | | | | | 25,307 | | | | 524,108 | | | | 256,082 | | | | 5,303,458 | | | | 281,389 | | | | 5,827,566 | |
| Marathon Oil Corp | | | | | | | 11,135 | | | | 192,747 | | | | 114,778 | | | | 1,986,807 | | | | 125,913 | | | | 2,179,554 | |
| Marathon Petroleum Corp | | | | | | | 6,785 | | | | 341,625 | | | | 71,953 | | | | 3,622,834 | | | | 78,738 | | | | 3,964,459 | |
| Murphy Oil Corp | | | | | | | 1,792 | | | | 55,785 | | | | 22,084 | | | | 687,475 | | | | 23,876 | | | | 743,260 | |
| Murphy USA Inc(b) | | | | | | | 399 | | | | 24,527 | | | | - | | | | - | | | | 399 | | | | 24,527 | |
| Nabors Industries Ltd | | | | | | | 3,079 | | | | 50,496 | | | | - | | | | - | | | | 3,079 | | | | 50,496 | |
| National Oilwell Varco Inc | | | | | | | 4,866 | | | | 182,183 | | | | 50,701 | | | | 1,898,245 | | | | 55,567 | | | | 2,080,428 | |
| Newfield Exploration Co(b) | | | | | | | 2,433 | | | | 98,537 | | | | 26,185 | | | | 1,060,493 | | | | 28,618 | | | | 1,159,030 | |
| Noble Corp PLC(c) | | | | | | | 3,890 | | | | 23,029 | | | | - | | | | - | | | | 3,890 | | | | 23,029 | |
| Noble Energy Inc | | | | | | | 5,668 | | | | 215,724 | | | | 57,998 | | | | 2,207,404 | | | | 63,666 | | | | 2,423,128 | |
| NOW Inc(b) | | | | | | | 1,714 | | | | 35,086 | | | | - | | | | - | | | | 1,714 | | | | 35,086 | |
| Occidental Petroleum Corp | | | | | | | 10,070 | | | | 717,286 | | | | 103,150 | | | | 7,347,375 | | | | 113,220 | | | | 8,064,661 | |
| Oceaneering International Inc | | | | | | | 1,379 | | | | 38,902 | | | | - | | | | - | | | | 1,379 | | | | 38,902 | |
| Oil States International Inc(b) | | | | | | | 818 | | | | 31,902 | | | | - | | | | - | | | | 818 | | | | 31,902 | |
| ONEOK Inc | | | | | | | 2,697 | | | | 154,835 | | | | 28,481 | | | | 1,635,094 | | | | 31,178 | | | | 1,789,929 | |
| Patterson-UTI Energy Inc | | | | | | | 1,962 | | | | 52,817 | | | | - | | | | - | | | | 1,962 | | | | 52,817 | |
| Phillips 66 | | | | | | | 5,774 | | | | 498,931 | | | | 59,661 | | | | 5,155,307 | | | | 65,435 | | | | 5,654,238 | |
| Pioneer Natural Resources Co | | | | | | | 2,202 | | | | 396,514 | | | | 23,006 | | | | 4,142,690 | | | | 25,208 | | | | 4,539,204 | |
| QEP Resources Inc(b) | | | | | | | 2,661 | | | | 48,989 | | | | - | | | | - | | | | 2,661 | | | | 48,989 | |
| Range Resources Corp | | | | | | | 2,387 | | | | 82,017 | | | | 22,926 | | | | 787,737 | | | | 25,313 | | | | 869,754 | |
| Rowan Cos PLC Class A(b) | | | | | | | 1,950 | | | | 36,836 | | | | - | | | | - | | | | 1,950 | | | | 36,836 | |
| Schlumberger Ltd | | | | | | | 18,101 | | | | 1,519,579 | | | | 186,691 | | | | 15,672,710 | | | | 204,792 | | | | 17,192,289 | |
| SM Energy Co | | | | | | | 1,023 | | | | 35,273 | | | | - | | | | - | | | | 1,023 | | | | 35,273 | |
| Southwestern Energy Co(b)(c ) | | | | | | | 7,042 | | | | 76,194 | | | | - | | | | 691,690 | | | | 7,042 | | | | 767,884 | |
| Spectra Energy Corp | | | | | | | 9,353 | | | | 384,315 | | | | 95,099 | | | | 3,907,618 | | | | 104,452 | | | | 4,291,933 | |
| Superior Energy Services Inc | | | | | | | 2,407 | | | | 40,630 | | | | - | | | | - | | | | 2,407 | | | | 40,630 | |
| Tesoro Corp | | | | | | | 1,520 | | | | 132,924 | | | | 15,616 | | | | 1,365,619 | | | | 17,136 | | | | 1,498,543 | |
| Transocean Ltd(b)(c ) | | | | | | | 5,033 | | | | 74,186 | | | | 46,364 | | | | 683,405 | | | | 51,397 | | | | 757,591 | |
| Valero Energy Corp | | | | | | | 5,893 | | | | 402,610 | | | | 60,449 | | | | 4,129,876 | | | | 66,342 | | | | 4,532,486 | |
| Western Refining Inc | | | | | | | 1,142 | | | | 43,225 | | | | - | | | | - | | | | 1,142 | | | | 43,225 | |
| Williams Cos Inc | | | | | | | 9,211 | | | | 286,831 | | | | 92,248 | | | | 2,872,601 | | | | 101,459 | | | | 3,159,432 | |
| WPX Energy Inc(b) | | | | | | | 4,914 | | | | 71,595 | | | | - | | | | - | | | | 4,914 | | | | 71,595 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 19,851,624 | | | | | | | $ | 195,484,808 | | | | | | | $ | 215,336,432 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Financial | | | 18.69 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Affiliated Managers Group Inc(b) | | | | | | | 644 | | | | 93,573 | | | | 7,191 | | | | 1,044,852 | | | | 7,835 | | | | 1,138,425 | |
| Aflac Inc | | | | | | | 5,330 | | | | 370,968 | | | | 54,329 | | | | 3,781,298 | | | | 59,659 | | | | 4,152,266 | |
| Alexander & Baldwin Inc | | | | | | | 588 | | | | 26,384 | | | | - | | | | - | | | | 588 | | | | 26,384 | |
| Alexandria Real Estate Equities Inc REIT | | | | | | | 1,098 | | | | 122,021 | | | | - | | | | - | | | | 1,098 | | | | 122,021 | |
| Alleghany Corp(b) | | | | | | | 193 | | | | 117,367 | | | | - | | | | - | | | | 193 | | | | 117,367 | |
| Alliance Data Systems Corp | | | | | | | 755 | | | | 172,518 | | | | 7,748 | | | | 1,770,418 | | | | 8,503 | | | | 1,942,936 | |
| Allstate Corp | | | | | | | 4,683 | | | | 347,104 | | | | 48,857 | | | | 3,621,281 | | | | 53,540 | | | | 3,968,385 | |
| American Campus Communities Inc REIT | | | | | | | 1,522 | | | | 75,750 | | | | - | | | | - | | | | 1,522 | | | | 75,750 | |
| American Express Co | | | | | | | 10,121 | | | | 749,764 | | | | 102,352 | | | | 7,582,236 | | | | 112,473 | | | | 8,332,000 | |
| American Financial Group Inc | | | | | | | 861 | | | | 75,871 | | | | - | | | | - | | | | 861 | | | | 75,871 | |
| American International Group Inc | | | | | | | 12,606 | | | | 823,298 | | | | 131,030 | | | | 8,557,569 | | | | 143,636 | | | | 9,380,867 | |
| American Tower Corp REIT | | | | | | | 5,573 | | | | 588,955 | | | | 57,341 | | | | 6,059,797 | | | | 62,914 | | | | 6,648,752 | |
| Ameriprise Financial Inc | | | | | | | 2,043 | | | | 226,650 | | | | 21,204 | | | | 2,352,372 | | | | 23,247 | | | | 2,579,022 | |
| Aon PLC | | | | | | | 3,421 | | | | 381,544 | | | | 35,354 | | | | 3,943,032 | | | | 38,775 | | | | 4,324,576 | |
| Apartment Investment & Management Co REIT Class A | | | | | | | 2,199 | | | | 99,945 | | | | 21,281 | | | | 967,221 | | | | 23,480 | | | | 1,067,166 | |
| Arthur J Gallagher & Co | | | | | | | 2,349 | | | | 122,054 | | | | 22,966 | | | | 1,193,313 | | | | 25,315 | | | | 1,315,367 | |
| Aspen Insurance Holdings Ltd | | | | | | | 950 | | | | 52,250 | | | | - | | | | - | | | | 950 | | | | 52,250 | |
| Associated Banc-Corp | | | | | | | 2,340 | | | | 57,798 | | | | - | | | | - | | | | 2,340 | | | | 57,798 | |
| Assurant Inc | | | | | | | 742 | | | | 68,902 | | | | 8,006 | | | | 743,437 | | | | 8,748 | | | | 812,339 | |
| AvalonBay Communities Inc REIT | | | | | | | 1,802 | | | | 319,224 | | | | 18,525 | | | | 3,281,704 | | | | 20,327 | | | | 3,600,928 | |
| BancorpSouth Inc | | | | | | | 1,029 | | | | 31,950 | | | | - | | | | - | | | | 1,029 | | | | 31,950 | |
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| Bank of America Corp | | | | | | | 131,553 | | | | 2,907,321 | | | | 1,353,565 | | | | 29,913,787 | | | | 1,485,118 | | | | 32,821,108 | |
| Bank of Hawaii Corp(c) | | | | | | | 614 | | | | 54,456 | | | | - | | | | - | | | | 614 | | | | 54,456 | |
| Bank of New York Mellon Corp | | | | | | | 13,963 | | | | 661,567 | | | | 142,157 | | | | 6,735,399 | | | | 156,120 | | | | 7,396,966 | |
| Bank of the Ozarks Inc | | | | | | | 1,302 | | | | 68,472 | | | | - | | | | - | | | | 1,302 | | | | 68,472 | |
| BB&T Corp | | | | | | | 10,532 | | | | 495,215 | | | | 108,214 | | | | 5,088,222 | | | | 118,746 | | | | 5,583,437 | |
| Berkshire Hathaway Inc Class B(b) | | | | | | | 24,721 | | | | 4,029,029 | | | | 254,353 | | | | 41,454,452 | | | | 279,074 | | | | 45,483,481 | |
| BlackRock Inc Class A | | | | | | | 1,602 | | | | 609,625 | | | | 16,273 | | | | 6,192,527 | | | | 17,875 | | | | 6,802,152 | |
| Boston Properties Inc REIT | | | | | | | 2,070 | | | | 260,365 | | | | 20,747 | | | | 2,609,558 | | | | 22,817 | | | | 2,869,923 | |
| Brown & Brown Inc | | | | | | | 1,676 | | | | 75,185 | | | | - | | | | - | | | | 1,676 | | | | 75,185 | |
| Camden Property Trust REIT | | | | | | | 1,089 | | | | 91,552 | | | | - | | | | - | | | | 1,089 | | | | 91,552 | |
| Capital One Financial Corp | | | | | | | 6,337 | | | | 552,840 | | | | 64,457 | | | | 5,623,229 | | | | 70,794 | | | | 6,176,069 | |
| Care Capital Properties Inc | | | | | | | 1,210 | | | | 30,250 | | | | - | | | | - | | | | 1,210 | | | | 30,250 | |
| Cathay General Bancorp | | | | | | | 1,089 | | | | 41,415 | | | | - | | | | - | | | | 1,089 | | | | 41,415 | |
| CBOE Holdings Inc(c) | | | | | | | 1,199 | | | | 88,594 | | | | - | | | | - | | | | 1,199 | | | | 88,594 | |
| CBRE Group Inc Class A(b) | | | | | | | 4,046 | | | | 127,409 | | | | 41,286 | | | | 1,300,096 | | | | 45,332 | | | | 1,427,505 | |
| Charles Schwab Corp | | | | | | | 15,562 | | | | 614,232 | | | | 162,440 | | | | 6,411,507 | | | | 178,002 | | | | 7,025,739 | |
| Chemical Financial Corp | | | | | | | 976 | | | | 52,870 | | | | - | | | | - | | | | 976 | | | | 52,870 | |
| Chubb Ltd | | | | | | | 5,981 | | | | 790,210 | | | | 61,981 | | | | 8,188,930 | | | | 67,962 | | | | 8,979,140 | |
| Cincinnati Financial Corp | | | | | | | 2,001 | | | | 151,576 | | | | 19,978 | | | | 1,513,334 | | | | 21,979 | | | | 1,664,910 | |
| Citigroup Inc | | | | | | | 37,100 | | | | 2,204,853 | | | | 381,722 | | | | 22,685,738 | | | | 418,822 | | | | 24,890,591 | |
| Citizens Financial Group Inc | | | | | | | 6,912 | | | | 246,275 | | | | 69,526 | | | | 2,477,211 | | | | 76,438 | | | | 2,723,486 | |
| CME Group Inc | | | | | | | 4,351 | | | | 501,888 | | | | 45,736 | | | | 5,275,648 | | | | 50,087 | | | | 5,777,536 | |
| CNO Financial Group Inc | | | | | | | 1,830 | | | | 35,045 | | | | - | | | | - | | | | 1,830 | | | | 35,045 | |
| Comerica Inc | | | | | | | 2,177 | | | | 148,275 | | | | 22,448 | | | | 1,528,933 | | | | 24,625 | | | | 1,677,208 | |
| Commerce Bancshares Inc | | | | | | | 954 | | | | 55,151 | | | | - | | | | - | | | | 954 | | | | 55,151 | |
| Communications Sales & Leasing Inc REIT(b) | | | | | | | 1,927 | | | | 48,965 | | | | - | | | | - | | | | 1,927 | | | | 48,965 | |
| CoreCivic Inc REIT | | | | | | | 1,775 | | | | 43,417 | | | | - | | | | - | | | | 1,775 | | | | 43,417 | |
| Corporate Office Properties Trust REIT | | | | | | | 1,425 | | | | 44,489 | | | | - | | | | - | | | | 1,425 | | | | 44,489 | |
| Cousins Properties Inc REIT | | | | | | | 4,429 | | | | 37,691 | | | | - | | | | - | | | | 4,429 | | | | 37,691 | |
| Crown Castle International Corp REIT | | | | | | | 4,797 | | | | 416,236 | | | | 47,999 | | | | 4,164,873 | | | | 52,796 | | | | 4,581,109 | |
| Cullen/Frost Bankers Inc(c) | | | | | | | 626 | | | | 55,232 | | | | - | | | | - | | | | 626 | | | | 55,232 | |
| DCT Industrial Trust Inc REIT | | | | | | | 1,326 | | | | 63,489 | | | | - | | | | - | | | | 1,326 | | | | 63,489 | |
| Digital Realty Trust Inc REIT(c) | | | | | | | 2,113 | | | | 207,623 | | | | 21,290 | | | | 2,091,955 | | | | 23,403 | | | | 2,299,578 | |
| Discover Financial Services | | | | | | | 5,022 | | | | 362,036 | | | | 52,869 | | | | 3,811,326 | | | | 57,891 | | | | 4,173,362 | |
| Douglas Emmett Inc REIT | | | | | | | 1,943 | | | | 71,036 | | | | - | | | | - | | | | 1,943 | | | | 71,036 | |
| Duke Realty Corp REIT | | | | | | | 4,215 | | | | 111,950 | | | | - | | | | - | | | | 4,215 | | | | 111,950 | |
| E*TRADE Financial Corp(b) | | | | | | | 3,346 | | | | 115,939 | | | | 37,411 | | | | 1,296,291 | | | | 40,757 | | | | 1,412,230 | |
| East West Bancorp Inc | | | | | | | 1,667 | | | | 84,734 | | | | - | | | | - | | | | 1,667 | | | | 84,734 | |
| Eaton Vance Corp | | | | | | | 1,324 | | | | 55,449 | | | | - | | | | - | | | | 1,324 | | | | 55,449 | |
| Education Realty Trust Inc REIT | | | | | | | 946 | | | | 40,016 | | | | - | | | | - | | | | 946 | | | | 40,016 | |
| Endurance Specialty Holdings Ltd | | | | | | | 898 | | | | 82,975 | | | | - | | | | - | | | | 898 | | | | 82,975 | |
| EPR Properties REIT | | | | | | | 876 | | | | 62,871 | | | | - | | | | - | | | | 876 | | | | 62,871 | |
| Equinix Inc REIT | | | | | | | 939 | | | | 335,608 | | | | 9,657 | | | | 3,451,508 | | | | 10,596 | | | | 3,787,116 | |
| Equity One Inc REIT | | | | | | | 1,487 | | | | 45,636 | | | | - | | | | - | | | | 1,487 | | | | 45,636 | |
| Equity Residential REIT | | | | | | | 4,644 | | | | 298,888 | | | | 49,364 | | | | 3,177,067 | | | | 54,008 | | | | 3,475,955 | |
| Essex Property Trust Inc REIT | | | | | | | 849 | | | | 197,393 | | | | 8,725 | | | | 2,028,563 | | | | 9,574 | | | | 2,225,956 | |
| Everest Re Group Ltd | | | | | | | 520 | | | | 112,528 | | | | - | | | | - | | | | 520 | | | | 112,528 | |
| Extra Space Storage Inc REIT | | | | | | | 1,542 | | | | 119,104 | | | | 16,911 | | | | 1,306,206 | | | | 18,453 | | | | 1,425,310 | |
| Federal Realty Investment Trust REIT | | | | | | | 859 | | | | 122,072 | | | | 9,576 | | | | 1,360,845 | | | | 10,435 | | | | 1,482,917 | |
| Federated Investors Inc Class B | | | | | | | 948 | | | | 26,809 | | | | - | | | | - | | | | 948 | | | | 26,809 | |
| Fifth Third Bancorp | | | | | | | 9,930 | | | | 267,812 | | | | 102,811 | | | | 2,772,813 | | | | 112,741 | | | | 3,040,625 | |
| First American Financial Corp | | | | | | | 1,654 | | | | 60,586 | | | | - | | | | - | | | | 1,654 | | | | 60,586 | |
| First Horizon National Corp | | | | | | | 3,133 | | | | 62,691 | | | | - | | | | - | | | | 3,133 | | | | 62,691 | |
| First Industrial Realty Trust Inc REIT | | | | | | | 1,664 | | | | 46,675 | | | | - | | | | - | | | | 1,664 | | | | 46,675 | |
| FNB Corp | | | | | | | 3,124 | | | | 50,078 | | | | - | | | | - | | | | 3,124 | | | | 50,078 | |
| Franklin Resources Inc | | | | | | | 4,471 | | | | 176,962 | | | | 45,155 | | | | 1,787,235 | | | | 49,626 | | | | 1,964,197 | |
| Fulton Financial Corp | | | | | | | 2,267 | | | | 42,620 | | | | - | | | | - | | | | 2,267 | | | | 42,620 | |
| General Growth Properties Inc REIT | | | | | | | 7,360 | | | | 183,853 | | | | 77,267 | | | | 1,930,130 | | | | 84,627 | | | | 2,113,983 | |
| Genworth Financial Inc Class A(b) | | | | | | | 7,656 | | | | 29,169 | | | | - | | | | - | | | | 7,656 | | | | 29,169 | |
| Goldman Sachs Group Inc | | | | | | | 4,803 | | | | 1,150,078 | | | | 49,728 | | | | 11,907,370 | | | | 54,531 | | | | 13,057,448 | |
| Hancock Holding Co | | | | | | | 1,245 | | | | 53,660 | | | | - | | | | - | | | | 1,245 | | | | 53,660 | |
| Hanover Insurance Group Inc | | | | | | | 646 | | | | 58,792 | | | | - | | | | - | | | | 646 | | | | 58,792 | |
| Hartford Financial Services Group Inc | | | | | | | 4,856 | | | | 231,388 | | | | 50,165 | | | | 2,390,362 | | | | 55,021 | | | | 2,621,750 | |
| HCP Inc REIT | | | | | | | 5,851 | | | | 173,892 | | | | 62,992 | | | | 1,872,122 | | | | 68,843 | | | | 2,046,014 | |
| Healthcare Realty Trust Inc REIT | | | | | | | 1,504 | | | | 45,601 | | | | - | | | | - | | | | 1,504 | | | | 45,601 | |
| Highwoods Properties Inc REIT | | | | | | | 1,094 | | | | 55,805 | | | | - | | | | - | | | | 1,094 | | | | 55,805 | |
| Hospitality Properties Trust REIT | | | | | | | 1,845 | | | | 58,560 | | | | - | | | | - | | | | 1,845 | | | | 58,560 | |
| Host Hotels & Resorts Inc REIT | | | | | | | 9,500 | | | | 178,980 | | | | 100,931 | | | | 1,901,540 | | | | 110,431 | | | | 2,080,520 | |
| Huntington Bancshares Inc | | | | | | | 13,695 | | | | 181,048 | | | | 147,362 | | | | 1,948,126 | | | | 161,057 | | | | 2,129,174 | |
| Intercontinental Exchange Inc | | | | | | | 7,852 | | | | 443,010 | | | | 80,390 | | | | 4,535,604 | | | | 88,242 | | | | 4,978,614 | |
| International Bancshares Corp | | | | | | | 996 | | | | 40,637 | | | | - | | | | - | | | | 996 | | | | 40,637 | |
| Invesco Ltd | | | | | | | 5,479 | | | | 166,233 | | | | 53,802 | | | | 1,632,353 | | | | 59,281 | | | | 1,798,586 | |
| Iron Mountain Inc REIT | | | | | | | 2,872 | | | | 93,283 | | | | 31,955 | | | | 1,037,898 | | | | 34,827 | | | | 1,131,181 | |
9
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| Janus Capital Group Inc | | | | | | | 2,045 | | | | 27,137 | | | | - | | | | - | | | | 2,045 | | | | 27,137 | |
| Jones Lang LaSalle Inc | | | | | | | 643 | | | | 64,969 | | | | - | | | | - | | | | 643 | | | | 64,969 | |
| JPMorgan Chase & Co | | | | | | | 46,584 | | | | 4,019,733 | | | | 479,308 | | | | 41,359,487 | | | | 525,892 | | | | 45,379,220 | |
| Kemper Corp | | | | | | | 766 | | | | 33,934 | | | | - | | | | - | | | | 766 | | | | 33,934 | |
| KeyCorp | | | | | | | 14,241 | | | | 260,183 | | | | 142,766 | | | | 2,608,335 | | | | 157,007 | | | | 2,868,518 | |
| Kilroy Realty Corp REIT | | | | | | | 1,174 | | | | 85,960 | | | | - | | | | - | | | | 1,174 | | | | 85,960 | |
| Kimco Realty Corp REIT | | | | | | | 5,513 | | | | 138,707 | | | | 56,677 | | | | 1,425,993 | | | | 62,190 | | | | 1,564,700 | |
| Lamar Advertising Co REIT Class A | | | | | | | 1,164 | | | | 78,267 | | | | - | | | | - | | | | 1,164 | | | | 78,267 | |
| LaSalle Hotel Properties REIT(c) | | | | | | | 1,657 | | | | 50,489 | | | | - | | | | - | | | | 1,657 | | | | 50,489 | |
| Legg Mason Inc | | | | | | | 1,471 | | | | 43,998 | | | | - | | | | - | | | | 1,471 | | | | 43,998 | |
| Liberty Property Trust REIT | | | | | | | 1,739 | | | | 68,691 | | | | - | | | | - | | | | 1,739 | | | | 68,691 | |
| Life Storage Inc | | | | | | | 532 | | | | 45,358 | | | | - | | | | - | | | | 532 | | | | 45,358 | |
| Lincoln National Corp | | | | | | | 2,842 | | | | 188,339 | | | | 30,298 | | | | 2,007,848 | | | | 33,140 | | | | 2,196,187 | |
| Loews Corp | | | | | | | 3,440 | | | | 161,095 | | | | 37,496 | | | | 1,755,938 | | | | 40,936 | | | | 1,917,033 | |
| M&T Bank Corp | | | | | | | 1,995 | | | | 312,078 | | | | 21,045 | | | | 3,292,069 | | | | 23,040 | | | | 3,604,147 | |
| Macerich Co REIT | | | | | | | 1,549 | | | | 109,731 | | | | 16,365 | | | | 1,159,297 | | | | 17,914 | | | | 1,269,028 | |
| Mack-Cali Realty Corp REIT | | | | | | | 1,461 | | | | 42,398 | | | | - | | | | - | | | | 1,461 | | | | 42,398 | |
| Marsh & McLennan Cos Inc | | | | | | | 6,628 | | | | 447,987 | | | | 68,910 | | | | 4,657,627 | | | | 75,538 | | | | 5,105,614 | |
| MasterCard Inc Class A | | | | | | | 12,392 | | | | 1,279,474 | | | | 127,500 | | | | 13,164,375 | | | | 139,892 | | | | 14,443,849 | |
| MB Financial Inc | | | | | | | 773 | | | | 36,509 | | | | - | | | | - | | | | 773 | | | | 36,509 | |
| Medical Properties Trust Inc REIT | | | | | | | 3,618 | | | | 44,501 | | | | - | | | | - | | | | 3,618 | | | | 44,501 | |
| Mercury General Corp | | | | | | | 627 | | | | 37,752 | | | | - | | | | - | | | | 627 | | | | 37,752 | |
| MetLife Inc | | | | | | | 14,486 | | | | 780,651 | | | | 146,530 | | | | 7,896,502 | | | | 161,016 | | | | 8,677,153 | |
| Mid-America Apartment Communities Inc REIT | | | | | | | 1,547 | | | | 151,482 | | | | 14,958 | | | | 1,464,687 | | | | 16,505 | | | | 1,616,169 | |
| Morgan Stanley | | | | | | | 18,774 | | | | 793,202 | | | | 193,958 | | | | 8,194,726 | | | | 212,732 | | | | 8,987,928 | |
| NASDAQ OMX Group Inc | | | | | | | 1,446 | | | | 97,056 | | | | 15,553 | | | | 1,043,917 | | | | 16,999 | | | | 1,140,973 | |
| National Retail Properties Inc REIT | | | | | | | 1,665 | | | | 73,593 | | | | - | | | | - | | | | 1,665 | | | | 73,593 | |
| Navient Corp | | | | | | | 4,468 | | | | 73,409 | | | | 39,080 | | | | 642,084 | | | | 43,548 | | | | 715,493 | |
| New York Community Bancorp Inc | | | | | | | 5,940 | | | | 94,505 | | | | - | | | | - | | | | 5,940 | | | | 94,505 | |
| Northern Trust Corp | | | | | | | 2,798 | | | | 249,162 | | | | 28,815 | | | | 2,565,976 | | | | 31,613 | | | | 2,815,138 | |
| Old Republic International Corp | | | | | | | 3,636 | | | | 69,084 | | | | - | | | | - | | | | 3,636 | | | | 69,084 | |
| Omega Healthcare Investors Inc REIT | | | | | | | 2,385 | | | | 74,555 | | | | - | | | | - | | | | 2,385 | | | | 74,555 | |
| PacWest Bancorp | | | | | | | 1,562 | | | | 85,035 | | | | - | | | | - | | | | 1,562 | | | | 85,035 | |
| People’s United Financial Inc | | | | | | | 4,281 | | | | 82,880 | | | | 43,162 | | | | 835,616 | | | | 47,443 | | | | 918,496 | |
| PNC Financial Services Group Inc | | | | | | | 6,308 | | | | 737,784 | | | | 65,105 | | | | 7,614,681 | | | | 71,413 | | | | 8,352,465 | |
| Potlatch Corp REIT | | | | | | | 704 | | | | 29,322 | | | | - | | | | - | | | | 704 | | | | 29,322 | |
| Primerica Inc | | | | | | | 701 | | | | 48,474 | | | | - | | | | - | | | | 701 | | | | 48,474 | |
| Principal Financial Group Inc | | | | | | | 3,589 | | | | 207,660 | | | | 36,519 | | | | 2,112,989 | | | | 40,108 | | | | 2,320,649 | |
| PrivateBancorp Inc | | | | | | | 1,181 | | | | 63,998 | | | | - | | | | - | | | | 1,181 | | | | 63,998 | |
| Progressive Corp | | | | | | | 7,398 | | | | 262,629 | | | | 78,739 | | | | 2,795,235 | | | | 86,137 | | | | 3,057,864 | |
| Prologis Inc REIT | | | | | | | 6,776 | | | | 357,705 | | | | 70,218 | | | | 3,706,808 | | | | 76,994 | | | | 4,064,513 | |
| Prosperity Bancshares Inc | | | | | | | 974 | | | | 69,914 | | | | - | | | | - | | | | 974 | | | | 69,914 | |
| Prudential Financial Inc | | | | | | | 5,689 | | | | 591,997 | | | | 57,664 | | | | 6,000,516 | | | | 63,353 | | | | 6,592,513 | |
| Public Storage REIT | | | | | | | 1,940 | | | | 433,590 | | | | 19,931 | | | | 4,454,579 | | | | 21,871 | | | | 4,888,169 | |
| Quality Care Properties Inc REIT(b) | | | | | | | 1,309 | | | | 20,290 | | | | - | | | | - | | | | 1,309 | | | | 20,290 | |
| Raymond James Financial Inc | | | | | | | 1,527 | | | | 105,775 | | | | - | | | | - | | | | 1,527 | | | | 105,775 | |
| Rayonier Inc REIT | | | | | | | 1,274 | | | | 33,888 | | | | - | | | | - | | | | 1,274 | | | | 33,888 | |
| Realty Income Corp REIT | | | | | | | 3,518 | | | | 202,215 | | | | 34,408 | | | | 1,977,772 | | | | 37,926 | | | | 2,179,987 | |
| Regency Centers Corp REIT | | | | | | | 1,415 | | | | 97,564 | | | | - | | | | - | | | | 1,415 | | | | 97,564 | |
| Regions Financial Corp | | | | | | | 15,420 | | | | 221,431 | | | | 161,500 | | | | 2,319,140 | | | | 176,920 | | | | 2,540,571 | |
| Reinsurance Group of America Inc | | | | | | | 817 | | | | 102,803 | | | | - | | | | - | | | | 817 | | | | 102,803 | |
| RenaissanceRe Holdings Ltd | | | | | | | 479 | | | | 65,249 | | | | - | | | | - | | | | 479 | | | | 65,249 | |
| SEI Investments Co | | | | | | | 1,600 | | | | 78,976 | | | | - | | | | - | | | | 1,600 | | | | 78,976 | |
| Senior Housing Properties Trust REIT | | | | | | | 2,915 | | | | 55,181 | | | | - | | | | - | | | | 2,915 | | | | 55,181 | |
| Signature Bank(b) | | | | | | | 732 | | | | 109,946 | | | | - | | | | - | | | | 732 | | | | 109,946 | |
| Simon Property Group Inc REIT | | | | | | | 4,142 | | | | 735,909 | | | | 42,139 | | | | 7,486,836 | | | | 46,281 | | | | 8,222,745 | |
| SL Green Realty Corp REIT | | | | | | | 1,358 | | | | 146,053 | | | | 13,538 | | | | 1,456,012 | | | | 14,896 | | | | 1,602,065 | |
| SLM Corp(b) | | | | | | | 5,836 | | | | 64,313 | | | | - | | | | - | | | | 5,836 | | | | 64,313 | |
| State Street Corp | | | | | | | 4,696 | | | | 364,973 | | | | 48,451 | | | | 3,765,612 | | | | 53,147 | | | | 4,130,585 | |
| Stifel Financial Corp(b) | | | | | | | 999 | | | | 49,900 | | | | - | | | | - | | | | 999 | | | | 49,900 | |
| SunTrust Banks Inc | | | | | | | 6,456 | | | | 354,112 | | | | 66,553 | | | | 3,650,432 | | | | 73,009 | | | | 4,004,544 | |
| SVB Financial Group(b) | | | | | | | 630 | | | | 108,146 | | | | - | | | | - | | | | 630 | | | | 108,146 | |
| Synchrony Financial | | | | | | | 10,000 | | | | 362,700 | | | | 104,750 | | | | 3,799,283 | | | | 114,750 | | | | 4,161,983 | |
| Synovus Financial Corp | | | | | | | 1,363 | | | | 55,992 | | | | - | | | | - | | | | 1,363 | | | | 55,992 | |
| T Rowe Price Group Inc | | | | | | | 3,199 | | | | 240,757 | | | | 32,098 | | | | 2,415,695 | | | | 35,297 | | | | 2,656,452 | |
| Tanger Factory Outlet Centers Inc REIT | | | | | | | 1,486 | | | | 53,169 | | | | - | | | | - | | | | 1,486 | | | | 53,169 | |
| Taubman Centers Inc REIT | | | | | | | 659 | | | | 48,720 | | | | - | | | | - | | | | 659 | | | | 48,720 | |
| TCF Financial Corp | | | | | | | 2,477 | | | | 48,524 | | | | - | | | | - | | | | 2,477 | | | | 48,524 | |
| Torchmark Corp | | | | | | | 1,465 | | | | 108,058 | | | | 14,251 | | | | 1,051,154 | | | | 15,716 | | | | 1,159,212 | |
| Travelers Cos Inc Class A | | | | | | | 3,667 | | | | 448,914 | | | | 38,268 | | | | 4,684,769 | | | | 41,935 | | | | 5,133,683 | |
| Trustmark Corp | | | | | | | 915 | | | | 32,620 | | | | - | | | | - | | | | 915 | | | | 32,620 | |
| UDR Inc REIT | | | | | | | 3,244 | | | | 118,341 | | | | 36,079 | | | | 1,316,162 | | | | 39,323 | | | | 1,434,503 | |
| UMB Financial Corp | | | | | | | 699 | | | | 53,907 | | | | - | | | | - | | | | 699 | | | | 53,907 | |
| Umpqua Holdings Corp | | | | | | | 2,311 | | | | 43,401 | | | | - | | | | - | | | | 2,311 | | | | 43,401 | |
10
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Unum Group | | | | | | | 2,986 | | | | 131,175 | | | | 31,391 | | | | 1,379,007 | | | | 34,377 | | | | 1,510,182 | |
| Urban Edge Properties REIT | | | | | | | 1,331 | | | | 36,616 | | | | - | | | | - | | | | 1,331 | | | | 36,616 | |
| US Bancorp | | | | | | | 20,800 | | | | 1,068,496 | | | | 214,012 | | | | 10,993,796 | | | | 234,812 | | | | 12,062,292 | |
| Valley National Bancorp | | | | | | | 2,864 | | | | 33,337 | | | | - | | | | - | | | | 2,864 | | | | 33,337 | |
| Ventas Inc REIT | | | | | | | 4,522 | | | | 282,715 | | | | 47,658 | | | | 2,979,578 | | | | 52,180 | | | | 3,262,293 | |
| Visa Inc Class A | | | | | | | 24,313 | | | | 1,896,900 | | | | 250,162 | | | | 19,517,639 | | | | 274,475 | | | | 21,414,539 | |
| Vornado Realty Trust REIT | | | | | | | 2,162 | | | | 225,648 | | | | 22,919 | | | | 2,392,056 | | | | 25,081 | | | | 2,617,704 | |
| Waddell & Reed Financial Inc Class A(c) | | | | | | | 1,054 | | | | 20,564 | | | | - | | | | - | | | | 1,054 | | | | 20,564 | |
| Washington Federal Inc | | | | | | | 1,323 | | | | 45,445 | | | | - | | | | - | | | | 1,323 | | | | 45,445 | |
| Washington Prime Group Inc | | | | | | | 2,520 | | | | 26,233 | | | | - | | | | - | | | | 2,520 | | | | 26,233 | |
| Webster Financial Corp(c) | | | | | | | 964 | | | | 52,326 | | | | - | | | | - | | | | 964 | | | | 52,326 | |
| Weingarten Realty Investors REIT | | | | | | | 1,582 | | | | 56,620 | | | | - | | | | - | | | | 1,582 | | | | 56,620 | |
| Wells Fargo & Co | | | | | | | 58,845 | | | | 3,242,948 | | | | 605,464 | | | | 33,367,121 | | | | 664,309 | | | | 36,610,069 | |
| Welltower Inc REIT | | | | | | | 4,839 | | | | 323,874 | | | | 48,215 | | | | 3,227,030 | | | | 53,054 | | | | 3,550,904 | |
| Weyerhaeuser Co REIT | | | | | | | 9,992 | | | | 300,659 | | | | 100,184 | | | | 3,014,537 | | | | 110,176 | | | | 3,315,196 | |
| Willis Towers Watson PLC | | | | | | | 1,601 | | | | 195,770 | | | | 16,793 | | | | 2,053,448 | | | | 18,394 | | | | 2,249,218 | |
| WisdomTree Investments Inc(c) | | | | | | | 1,618 | | | | 18,025 | | | | - | | | | - | | | | 1,618 | | | | 18,025 | |
| WR Berkley Corp | | | | | | | 1,169 | | | | 77,750 | | | | - | | | | - | | | | 1,169 | | | | 77,750 | |
| XL Group Ltd | | | | | | | 3,388 | | | | 126,237 | | | | 34,600 | | | | 1,289,196 | | | | 37,988 | | | | 1,415,433 | |
| Zions Bancorporation | | | | | | | 2,498 | | | | 107,510 | | | | 27,636 | | | | 1,189,452 | | | | 30,134 | | | | 1,296,962 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 52,636,811 | | | | | | | $ | 484,386,300 | | | | | | | $ | 537,023,111 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Industrial | | | 9.99 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| 3M Co | | | | | | | 7,830 | | | | 1,398,203 | | | | 80,566 | | | | 14,386,671 | | | | 88,396 | | | | 15,784,874 | |
| Acuity Brands Inc | | | | | | | 597 | | | | 137,823 | | | | 5,794 | | | | 1,337,603 | | | | 6,391 | | | | 1,475,426 | |
| AECOM(b) | | | | | | | 2,039 | | | | 74,138 | | | | - | | | | - | | | | 2,039 | | | | 74,138 | |
| AGCO Corp | | | | | | | 739 | | | | 42,759 | | | | - | | | | - | | | | 739 | | | | 42,759 | |
| Agilent Technologies Inc | | | | | | | 3,978 | | | | 181,238 | | | | 43,199 | | | | 1,968,146 | | | | 47,177 | | | | 2,149,384 | |
| Allegion PLC | | | | | | | 1,356 | | | | 86,784 | | | | 12,930 | | | | 827,520 | | | | 14,286 | | | | 914,304 | |
| AMETEK Inc | | | | | | | 3,037 | | | | 147,598 | | | | 31,199 | | | | 1,516,271 | | | | 34,236 | | | | 1,663,869 | |
| Amphenol Corp Class A | | | | | | | 4,134 | | | | 277,805 | | | | 40,970 | | | | 2,753,184 | | | | 45,104 | | | | 3,030,989 | |
| AO Smith Corp | | | | | | | 1,828 | | | | 86,556 | | | | - | | | | - | | | | 1,828 | | | | 86,556 | |
| AptarGroup Inc | | | | | | | 730 | | | | 53,619 | | | | - | | | | - | | | | 730 | | | | 53,619 | |
| Arconic Inc | | | | | | | 5,723 | | | | 106,104 | | | | 59,205 | | | | 1,097,661 | | | | 64,928 | | | | 1,203,765 | |
| Arrow Electronics Inc(b) | | | | | | | 1,170 | | | | 83,421 | | | | - | | | | - | | | | 1,170 | | | | 83,421 | |
| Avnet Inc | | | | | | | 1,456 | | | | 69,320 | | | | - | | | | - | | | | 1,456 | | | | 69,320 | |
| B/E Aerospace Inc | | | | | | | 1,223 | | | | 73,612 | | | | - | | | | - | | | | 1,223 | | | | 73,612 | |
| Ball Corp | | | | | | | 2,232 | | | | 167,556 | | | | 22,896 | | | | 1,718,803 | | | | 25,128 | | | | 1,886,359 | |
| Belden Inc | | | | | | | 435 | | | | 32,525 | | | | - | | | | - | | | | 435 | | | | 32,525 | |
| Bemis Co Inc | | | | | | | 1,391 | | | | 66,518 | | | | - | | | | - | | | | 1,391 | | | | 66,518 | |
| Boeing Co | | | | | | | 7,472 | | | | 1,163,241 | | | | 76,883 | | | | 11,969,145 | | | | 84,355 | | | | 13,132,386 | |
| Carlisle Cos Inc | | | | | | | 790 | | | | 87,129 | | | | - | | | | - | | | | 790 | | | | 87,129 | |
| Caterpillar Inc | | | | | | | 7,702 | | | | 714,283 | | | | 78,857 | | | | 7,313,198 | | | | 86,559 | | | | 8,027,481 | |
| CH Robinson Worldwide Inc | | | | | | | 1,878 | | | | 137,582 | | | | 19,282 | | | | 1,412,599 | | | | 21,160 | | | | 1,550,181 | |
| CLARCOR Inc | | | | | | | 696 | | | | 57,399 | | | | - | | | | - | | | | 696 | | | | 57,399 | |
| Clean Harbors Inc(b) | | | | | | | 770 | | | | 42,851 | | | | - | | | | - | | | | 770 | | | | 42,851 | |
| Cognex Corp | | | | | | | 1,133 | | | | 72,081 | | | | - | | | | - | | | | 1,133 | | | | 72,081 | |
| Corning Inc | | | | | | | 12,539 | | | | 304,322 | | | | 128,246 | | | | 3,112,530 | | | | 140,785 | | | | 3,416,852 | |
| Crane Co | | | | | | | 761 | | | | 54,883 | | | | - | | | | - | | | | 761 | | | | 54,883 | |
| Cree Inc(b)(c ) | | | | | | | 1,553 | | | | 40,984 | | | | - | | | | - | | | | 1,553 | | | | 40,984 | |
| CSX Corp | | | | | | | 12,161 | | | | 436,945 | | | | 126,993 | | | | 4,562,858 | | | | 139,154 | | | | 4,999,803 | |
| Cummins Inc | | | | | | | 2,031 | | | | 277,577 | | | | 20,828 | | | | 2,846,563 | | | | 22,859 | | | | 3,124,140 | |
| Curtiss-Wright Corp | | | | | | | 669 | | | | 65,803 | | | | - | | | | - | | | | 669 | | | | 65,803 | |
| Deere & Co | | | | | | | 3,852 | | | | 396,910 | | | | 38,573 | | | | 3,974,562 | | | | 42,425 | | | | 4,371,472 | |
| Donaldson Co Inc(c) | | | | | | | 1,941 | | | | 81,677 | | | | - | | | | - | | | | 1,941 | | | | 81,677 | |
| Dover Corp | | | | | | | 2,069 | | | | 155,030 | | | | 20,527 | | | | 1,538,088 | | | | 22,596 | | | | 1,693,118 | |
| Dycom Industries Inc(b) | | | | | | | 468 | | | | 37,576 | | | | - | | | | - | | | | 468 | | | | 37,576 | |
| Eagle Materials Inc | | | | | | | 534 | | | | 52,615 | | | | - | | | | - | | | | 534 | | | | 52,615 | |
| Eaton Corp PLC | | | | | | | 5,876 | | | | 394,221 | | | | 60,351 | | | | 4,048,949 | | | | 66,227 | | | | 4,443,170 | |
| EMCOR Group Inc | | | | | | | 654 | | | | 46,277 | | | | - | | | | - | | | | 654 | | | | 46,277 | |
| Emerson Electric Co | | | | | | | 8,483 | | | | 472,927 | | | | 85,563 | | | | 4,770,137 | | | | 94,046 | | | | 5,243,064 | |
| Energizer Holdings Inc | | | | | | | 926 | | | | 41,309 | | | | - | | | | - | | | | 926 | | | | 41,309 | |
| EnerSys | | | | | | | 635 | | | | 49,594 | | | | - | | | | - | | | | 635 | | | | 49,594 | |
| Esterline Technologies Corp(b) | | | | | | | 449 | | | | 40,051 | | | | - | | | | - | | | | 449 | | | | 40,051 | |
| Expeditors International of Washington Inc | | | | | | | 2,155 | | | | 114,129 | | | | 24,180 | | | | 1,280,573 | | | | 26,335 | | | | 1,394,702 | |
| FedEx Corp | | | | | | | 3,163 | | | | 588,951 | | | | 32,518 | | | | 6,054,852 | | | | 35,681 | | | | 6,643,803 | |
| FLIR Systems Inc | | | | | | | 1,496 | | | | 54,140 | | | | 18,582 | | | | 672,483 | | | | 20,078 | | | | 726,623 | |
| Flowserve Corp(c) | | | | | | | 1,599 | | | | 76,832 | | | | 18,360 | | | | 882,198 | | | | 19,959 | | | | 959,030 | |
| Fluor Corp | | | | | | | 1,704 | | | | 89,494 | | | | 18,466 | | | | 969,834 | | | | 20,170 | | | | 1,059,328 | |
| Fortive Corp | | | | | | | 3,907 | | | | 209,532 | | | | 40,461 | | | | 2,169,924 | | | | 44,368 | | | | 2,379,456 | |
| Fortune Brands Home & Security Inc | | | | | | | 2,109 | | | | 112,747 | | | | 20,844 | | | | 1,114,320 | | | | 22,953 | | | | 1,227,067 | |
| Garmin Ltd(c) | | | | | | | 1,316 | | | | 63,813 | | | | 15,513 | | | | 752,225 | | | | 16,829 | | | | 816,038 | |
11
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GATX Corp(c) | | | | | | | 355 | | | | 21,861 | | | | - | | | | - | | | | 355 | | | | 21,861 | |
| General Dynamics Corp | | | | | | | 3,747 | | | | 646,957 | | | | 38,225 | | | | 6,599,929 | | | | 41,972 | | | | 7,246,886 | |
| General Electric Co | | | | | | | 115,168 | | | | 3,639,309 | | | | 1,184,975 | | | | 37,445,210 | | | | 1,300,143 | | | | 41,084,519 | |
| Genesee & Wyoming Inc Class A(b) | | | | | | | 812 | | | | 56,361 | | | | - | | | | - | | | | 812 | | | | 56,361 | |
| Gentex Corp | | | | | | | 4,144 | | | | 81,595 | | | | - | | | | - | | | | 4,144 | | | | 81,595 | |
| Graco Inc | | | | | | | 638 | | | | 53,011 | | | | - | | | | - | | | | 638 | | | | 53,011 | |
| Granite Construction Inc | | | | | | | 518 | | | | 28,490 | | | | - | | | | - | | | | 518 | | | | 28,490 | |
| Greif Inc Class A | | | | | | | 480 | | | | 24,629 | | | | - | | | | - | | | | 480 | | | | 24,629 | |
| Harris Corp | | | | | | | 1,667 | | | | 170,818 | | | | 16,699 | | | | 1,711,147 | | | | 18,366 | | | | 1,881,965 | |
| Honeywell International Inc | | | | | | | 9,859 | | | | 1,142,165 | | | | 102,072 | | | | 11,825,041 | | | | 111,931 | | | | 12,967,206 | |
| Hubbell Inc | | | | | | | 658 | | | | 76,789 | | | | - | | | | - | | | | 658 | | | | 76,789 | |
| Huntington Ingalls Industries Inc Class A | | | | | | | 619 | | | | 114,014 | | | | - | | | | - | | | | 619 | | | | 114,014 | |
| IDEX Corp | | | | | | | 1,071 | | | | 96,454 | | | | - | | | | - | | | | 1,071 | | | | 96,454 | |
| Illinois Tool Works Inc | | | | | | | 4,051 | | | | 496,085 | | | | 42,054 | | | | 5,149,933 | | | | 46,105 | | | | 5,646,018 | |
| Ingersoll-Rand PLC | | | | | | | 3,280 | | | | 246,131 | | | | 34,773 | | | | 2,609,366 | | | | 38,053 | | | | 2,855,497 | |
| ITT Inc | | | | | | | 1,203 | | | | 46,400 | | | | - | | | | - | | | | 1,203 | | | | 46,400 | |
| Jabil Circuit Inc | | | | | | | 2,701 | | | | 63,933 | | | | - | | | | - | | | | 2,701 | | | | 63,933 | |
| Jacobs Engineering Group Inc(b) | | | | | | | 1,701 | | | | 96,957 | | | | 16,773 | | | | 956,061 | | | | 18,474 | | | | 1,053,018 | |
| JB Hunt Transport Services Inc | | | | | | | 1,103 | | | | 107,068 | | | | 12,032 | | | | 1,167,946 | | | | 13,135 | | | | 1,275,014 | |
| Johnson Controls International PLC | | | | | | | 12,400 | | | | 510,756 | | | | 125,470 | | | | 5,168,109 | | | | 137,870 | | | | 5,678,865 | |
| Joy Global Inc | | | | | | | 1,550 | | | | 43,400 | | | | - | | | | - | | | | 1,550 | | | | 43,400 | |
| Kansas City Southern | | | | | | | 1,434 | | | | 121,675 | | | | 14,191 | | | | 1,204,106 | | | | 15,625 | | | | 1,325,781 | |
| KBR Inc | | | | | | | 2,215 | | | | 36,968 | | | | - | | | | - | | | | 2,215 | | | | 36,968 | |
| Kennametal Inc | | | | | | | 725 | | | | 22,664 | | | | - | | | | - | | | | 725 | | | | 22,664 | |
| Keysight Technologies Inc(b) | | | | | | | 1,982 | | | | 72,482 | | | | - | | | | - | | | | 1,982 | | | | 72,482 | |
| Kirby Corp(b) | | | | | | | 563 | | | | 37,440 | | | | - | | | | - | | | | 563 | | | | 37,440 | |
| KLX Inc | | | | | | | 780 | | | | 35,186 | | | | - | | | | - | | | | 780 | | | | 35,186 | |
| Knowles Corp(b)(c ) | | | | | | | 1,450 | | | | 24,230 | | | | - | | | | - | | | | 1,450 | | | | 24,230 | |
| L-3 Communications Holdings Inc | | | | | | | 1,004 | | | | 152,718 | | | | 10,321 | | | | 1,569,927 | | | | 11,325 | | | | 1,722,645 | |
| Landstar System Inc | | | | | | | 627 | | | | 53,483 | | | | - | | | | - | | | | 627 | | | | 53,483 | |
| Lennox International Inc | | | | | | | 473 | | | | 72,449 | | | | - | | | | - | | | | 473 | | | | 72,449 | |
| Lincoln Electric Holdings Inc | | | | | | | 699 | | | | 53,592 | | | | - | | | | - | | | | 699 | | | | 53,592 | |
| Littelfuse Inc | | | | | | | 294 | | | | 44,620 | | | | - | | | | - | | | | 294 | | | | 44,620 | |
| Lockheed Martin Corp | | | | | | | 3,249 | | | | 812,055 | | | | 33,825 | | | | 8,454,221 | | | | 37,074 | | | | 9,266,276 | |
| Louisiana-Pacific Corp(b) | | | | | | | 1,824 | | | | 34,528 | | | | - | | | | - | | | | 1,824 | | | | 34,528 | |
| Martin Marietta Materials Inc | | | | | | | 793 | | | | 175,673 | | | | 8,648 | | | | 1,915,791 | | | | 9,441 | | | | 2,091,464 | |
| Masco Corp | | | | | | | 4,285 | | | | 135,492 | | | | 44,560 | | | | 1,408,987 | | | | 48,845 | | | | 1,544,479 | |
| Mettler-Toledo International Inc(b) | | | | | | | 317 | | | | 132,684 | | | | 3,385 | | | | 1,416,826 | | | | 3,702 | | | | 1,549,510 | |
| MSA Safety Inc | | | | | | | 407 | | | | 28,217 | | | | - | | | | - | | | | 407 | | | | 28,217 | |
| National Instruments Corp | | | | | | | 1,550 | | | | 47,771 | | | | - | | | | - | | | | 1,550 | | | | 47,771 | |
| Nordson Corp | | | | | | | 636 | | | | 71,264 | | | | - | | | | - | | | | 636 | | | | 71,264 | |
| Norfolk Southern Corp | | | | | | | 3,870 | | | | 418,231 | | | | 38,926 | | | | 4,206,733 | | | | 42,796 | | | | 4,624,964 | |
| Northrop Grumman Corp | | | | | | | 2,265 | | | | 526,794 | | | | 23,610 | | | | 5,491,214 | | | | 25,875 | | | | 6,018,008 | |
| Old Dominion Freight Line Inc(b) | | | | | | | 796 | | | | 68,289 | | | | - | | | | - | | | | 796 | | | | 68,289 | |
| Orbital ATK Inc | | | | | | | 862 | | | | 75,623 | | | | - | | | | - | | | | 862 | | | | 75,623 | |
| Oshkosh Corp | | | | | | | 1,060 | | | | 68,487 | | | | - | | | | - | | | | 1,060 | | | | 68,487 | |
| Owens-Illinois Inc(b) | | | | | | | 2,552 | | | | 44,430 | | | | - | | | | - | | | | 2,552 | | | | 44,430 | |
| Packaging Corp of America | | | | | | | 1,201 | | | | 101,869 | | | | - | | | | - | | | | 1,201 | | | | 101,869 | |
| Parker-Hannifin Corp | | | | | | | 1,790 | | | | 250,600 | | | | 17,557 | | | | 2,457,980 | | | | 19,347 | | | | 2,708,580 | |
| Pentair PLC | | | | | | | 2,226 | | | | 124,812 | | | | 21,986 | | | | 1,232,755 | | | | 24,212 | | | | 1,357,567 | |
| PerkinElmer Inc | | | | | | | 1,366 | | | | 71,237 | | | | 14,457 | | | | 753,933 | | | | 15,823 | | | | 825,170 | |
| Raytheon Co | | | | | | | 3,890 | | | | 552,380 | | | | 39,375 | | | | 5,591,250 | | | | 43,265 | | | | 6,143,630 | |
| Regal Beloit Corp | | | | | | | 667 | | | | 46,190 | | | | - | | | | - | | | | 667 | | | | 46,190 | |
| Republic Services Inc | | | | | | | 2,855 | | | | 162,878 | | | | 31,135 | | | | 1,776,252 | | | | 33,990 | | | | 1,939,130 | |
| Rockwell Automation Inc | | | | | | | 1,609 | | | | 216,250 | | | | 17,016 | | | | 2,286,950 | | | | 18,625 | | | | 2,503,200 | |
| Rockwell Collins Inc | | | | | | | 1,733 | | | | 160,753 | | | | 17,584 | | | | 1,631,092 | | | | 19,317 | | | | 1,791,845 | |
| Roper Technologies Inc | | | | | | | 1,346 | | | | 246,426 | | | | 13,668 | | | | 2,502,337 | | | | 15,014 | | | | 2,748,763 | |
| Ryder System Inc | | | | | | | 756 | | | | 56,277 | | | | 6,599 | | | | 491,230 | | | | 7,355 | | | | 547,507 | |
| Sealed Air Corp | | | | | | | 2,478 | | | | 112,353 | | | | 25,198 | | | | 1,142,477 | | | | 27,676 | | | | 1,254,830 | |
| Silgan Holdings Inc | | | | | | | 652 | | | | 33,369 | | | | - | | | | - | | | | 652 | | | | 33,369 | |
| Snap-on Inc | | | | | | | 707 | | | | 121,088 | | | | 7,853 | | | | 1,344,983 | | | | 8,560 | | | | 1,466,071 | |
| Sonoco Products Co | | | | | | | 1,144 | | | | 60,289 | | | | - | | | | - | | | | 1,144 | | | | 60,289 | |
| Stanley Black & Decker Inc | | | | | | | 2,032 | | | | 233,050 | | | | 20,573 | | | | 2,359,517 | | | | 22,605 | | | | 2,592,567 | |
| Stericycle Inc(b) | | | | | | | 992 | | | | 76,424 | | | | 11,468 | | | | 883,495 | | | | 12,460 | | | | 959,919 | |
| TE Connectivity Ltd | | | | | | | 4,682 | | | | 324,369 | | | | 47,547 | | | | 3,294,056 | | | | 52,229 | | | | 3,618,425 | |
| Tech Data Corp(b) | | | | | | | 432 | | | | 36,582 | | | | - | | | | - | | | | 432 | | | | 36,582 | |
| Teledyne Technologies Inc(b) | | | | | | | 370 | | | | 45,510 | | | | - | | | | - | | | | 370 | | | | 45,510 | |
| Terex Corp | | | | | | | 1,672 | | | | 52,718 | | | | - | | | | - | | | | 1,672 | | | | 52,718 | |
| Textron Inc | | | | | | | 3,414 | | | | 165,784 | | | | 34,883 | | | | 1,693,918 | | | | 38,297 | | | | 1,859,702 | |
| Timken Co | | | | | | | 881 | | | | 34,976 | | | | - | | | | - | | | | 881 | | | | 34,976 | |
| TransDigm Group Inc | | | | | | | 636 | | | | 158,339 | | | | 6,677 | | | | 1,662,306 | | | | 7,313 | | | | 1,820,645 | |
| Trimble Navigation Ltd(b) | | | | | | | 3,449 | | | | 103,987 | | | | - | | | | - | | | | 3,449 | | | | 103,987 | |
| Trinity Industries Inc | | | | | | | 2,112 | | | | 58,629 | | | | - | | | | - | | | | 2,112 | | | | 58,629 | |
12
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Triumph Group Inc | | | | | | | 756 | | | | 20,034 | | | | - | | | | - | | | | 756 | | | | 20,034 | |
| Union Pacific Corp | | | | | | | 10,729 | | | | 1,112,383 | | | | 110,390 | | | | 11,445,235 | | | | 121,119 | | | | 12,557,618 | |
| United Parcel Service Inc Class B | | | | | | | 8,941 | | | | 1,024,996 | | | | 92,340 | | | | 10,585,858 | | | | 101,281 | | | | 11,610,854 | |
| United Technologies Corp | | | | | | | 9,969 | | | | 1,092,802 | | | | 102,575 | | | | 11,244,272 | | | | 112,544 | | | | 12,337,074 | |
| Valmont Industries Inc | | | | | | | 326 | | | | 45,933 | | | | - | | | | - | | | | 326 | | | | 45,933 | |
| Vishay Intertechnology Inc(c) | | | | | | | 1,082 | | | | 17,528 | | | | - | | | | - | | | | 1,082 | | | | 17,528 | |
| Vulcan Materials Co | | | | | | | 1,761 | | | | 220,389 | | | | 17,988 | | | | 2,251,198 | | | | 19,749 | | | | 2,471,587 | |
| Wabtec Corp(c) | | | | | | | 1,148 | | | | 95,307 | | | | - | | | | - | | | | 1,148 | | | | 95,307 | |
| Waste Management Inc | | | | | | | 5,363 | | | | 380,290 | | | | 53,958 | | | | 3,826,162 | | | | 59,321 | | | | 4,206,452 | |
| Waters Corp(b) | | | | | | | 1,080 | | | | 145,141 | | | | 10,517 | | | | 1,413,380 | | | | 11,597 | | | | 1,558,521 | |
| Werner Enterprises Inc | | | | | | | 869 | | | | 23,420 | | | | - | | | | - | | | | 869 | | | | 23,420 | |
| Westrock Co | | | | | | | 3,356 | | | | 170,384 | | | | 34,065 | | | | 1,729,480 | | | | 37,421 | | | | 1,899,864 | |
| Woodward Inc | | | | | | | 753 | | | | 51,995 | | | | - | | | | - | | | | 753 | | | | 51,995 | |
| Xylem Inc | | | | | | | 2,266 | | | | 112,212 | | | | 24,162 | | | | 1,196,502 | | | | 26,428 | | | | 1,308,714 | |
| Zebra Technologies Corp Class A(b) | | | | | | | 765 | | | | 65,602 | | | | - | | | | - | | | | 765 | | | | 65,602 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 28,934,267 | | | | | | | $ | 258,148,062 | | | | | | | $ | 287,082,329 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Technology | | | 13.15 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| 3D Systems Corp(b)(c ) | | | | | | | 1,655 | | | | 21,995 | | | | - | | | | - | | | | 1,655 | | | | 21,995 | |
| Accenture PLC Class A | | | | | | | 8,037 | | | | 941,374 | | | | 83,429 | | | | 9,772,039 | | | | 91,466 | | | | 10,713,413 | |
| ACI Worldwide Inc(b) | | | | | | | 1,561 | | | | 28,332 | | | | - | | | | - | | | | 1,561 | | | | 28,332 | |
| Activision Blizzard Inc | | | | | | | 8,774 | | | | 316,829 | | | | 92,528 | | | | 3,341,186 | | | | 101,302 | | | | 3,658,015 | |
| Acxiom Corp(b) | | | | | | | 1,348 | | | | 36,126 | | | | - | | | | - | | | | 1,348 | | | | 36,126 | |
| Adobe Systems Inc(b) | | | | | | | 6,569 | | | | 676,279 | | | | 66,637 | | | | 6,860,279 | | | | 73,206 | | | | 7,536,558 | |
| Advanced Micro Devices Inc(b) | | | | | | | 9,224 | | | | 104,600 | | | | - | | | | - | | | | 9,224 | | | | 104,600 | |
| Akamai Technologies Inc(b) | | | | | | | 2,218 | | | | 147,896 | | | | 23,176 | | | | 1,545,376 | | | | 25,394 | | | | 1,693,272 | |
| Allscripts Healthcare Solutions Inc(b) | | | | | | | 3,103 | | | | 31,682 | | | | - | | | | - | | | | 3,103 | | | | 31,682 | |
| Analog Devices Inc | | | | | | | 3,962 | | | | 287,720 | | | | 40,711 | | | | 2,956,433 | | | | 44,673 | | | | 3,244,153 | |
| ANSYS Inc(b) | | | | | | | 1,130 | | | | 104,514 | | | | - | | | | - | | | | 1,130 | | | | 104,514 | |
| Apple Inc | | | | | | | 69,419 | | | | 8,040,109 | | | | 714,263 | | | | 82,725,941 | | | | 783,682 | | | | 90,766,050 | |
| Applied Materials Inc | | | | | | | 13,879 | | | | 447,875 | | | | 145,701 | | | | 4,701,771 | | | | 159,580 | | | | 5,149,646 | |
| Autodesk Inc(b) | | | | | | | 2,469 | | | | 182,731 | | | | 26,486 | | | | 1,960,229 | | | | 28,955 | | | | 2,142,960 | |
| Broadcom Ltd | | | | | | | 5,153 | | | | 910,896 | | | | 52,997 | | | | 9,368,280 | | | | 58,150 | | | | 10,279,176 | |
| Broadridge Financial Solutions Inc | | | | | | | 1,558 | | | | 103,295 | | | | - | | | | - | | | | 1,558 | | | | 103,295 | |
| Brocade Communications Systems Inc | | | | | | | 5,814 | | | | 72,617 | | | | - | | | | - | | | | 5,814 | | | | 72,617 | |
| CA Inc | | | | | | | 3,812 | | | | 121,107 | | | | 39,701 | | | | 1,261,301 | | | | 43,513 | | | | 1,382,408 | |
| Cadence Design Systems Inc(b) | | | | | | | 3,737 | | | | 94,247 | | | | - | | | | - | | | | 3,737 | | | | 94,247 | |
| CDK Global Inc | | | | | | | 1,803 | | | | 107,621 | | | | - | | | | - | | | | 1,803 | | | | 107,621 | |
| Cerner Corp(b) | | | | | | | 4,047 | | | | 191,706 | | | | 40,638 | | | | 1,925,022 | | | | 44,685 | | | | 2,116,728 | |
| Cirrus Logic Inc(b) | | | | | | | 896 | | | | 50,660 | | | | - | | | | - | | | | 896 | | | | 50,660 | |
| Citrix Systems Inc(b) | | | | | | | 2,108 | | | | 188,265 | | | | 20,323 | | | | 1,815,047 | | | | 22,431 | | | | 2,003,312 | |
| Cognizant Technology Solutions Corp Class A(b) | | | | | | | 8,001 | | | | 448,296 | | | | 81,828 | | | | 4,584,823 | | | | 89,829 | | | | 5,033,119 | |
| CommVault Systems Inc(b) | | | | | | | 678 | | | | 34,849 | | | | - | | | | - | | | | 678 | | | | 34,849 | |
| Computer Sciences Corp | | | | | | | 1,714 | | | | 101,846 | | | | - | | | | - | | | | 1,714 | | | | 101,846 | |
| Convergys Corp(c) | | | | | | | 1,512 | | | | 37,135 | | | | - | | | | - | | | | 1,512 | | | | 37,135 | |
| CSRA Inc | | | | | | | 2,055 | | | | 65,431 | | | | 18,926 | | | | 602,604 | | | | 20,981 | | | | 668,035 | |
| Cypress Semiconductor Corp | | | | | | | 4,695 | | | | 53,711 | | | | - | | | | - | | | | 4,695 | | | | 53,711 | |
| Diebold Inc | | | | | | | 782 | | | | 19,667 | | | | - | | | | - | | | | 782 | | | | 19,667 | |
| DST Systems Inc | | | | | | | 474 | | | | 50,789 | | | | - | | | | - | | | | 474 | | | | 50,789 | |
| Dun & Bradstreet Corp | | | | | | | 545 | | | | 66,119 | | | | 4,829 | | | | 585,854 | | | | 5,374 | | | | 651,973 | |
| Electronic Arts Inc(b) | | | | | | | 3,963 | | | | 312,126 | | | | 40,735 | | | | 3,208,289 | | | | 44,698 | | | | 3,520,415 | |
| Fair Isaac Corp | | | | | | | 404 | | | | 48,165 | | | | - | | | | - | | | | 404 | | | | 48,165 | |
| Fidelity National Information Services Inc | | | | | | | 4,155 | | | | 314,284 | | | | 44,467 | | | | 3,363,484 | | | | 48,622 | | | | 3,677,768 | |
| Fiserv Inc(b) | | | | | | | 2,726 | | | | 289,719 | | | | 28,649 | | | | 3,044,816 | | | | 31,375 | | | | 3,334,535 | |
| Fortinet Inc(b) | | | | | | | 1,768 | | | | 53,252 | | | | - | | | | - | | | | 1,768 | | | | 53,252 | |
| Hewlett Packard Enterprise Co | | | | | | | 21,591 | | | | 499,616 | | | | 221,726 | | | | 5,130,740 | | | | 243,317 | | | | 5,630,356 | |
| HP Inc | | | | | | | 22,268 | | | | 330,457 | | | | 228,585 | | | | 3,392,201 | | | | 250,853 | | | | 3,722,658 | |
| Integrated Device Technology Inc(b) | | | | | | | 1,976 | | | | 46,555 | | | | - | | | | - | | | | 1,976 | | | | 46,555 | |
| Intel Corp | | | | | | | 61,695 | | | | 2,237,678 | | | | 635,107 | | | | 23,035,331 | | | | 696,802 | | | | 25,273,009 | |
| International Business Machines Corp | | | | | | | 11,265 | | | | 1,869,877 | | | | 115,904 | | | | 19,238,905 | | | | 127,169 | | | | 21,108,782 | |
| Intersil Corp Class A | | | | | | | 1,672 | | | | 37,286 | | | | - | | | | - | | | | 1,672 | | | | 37,286 | |
| Intuit Inc | | | | | | | 3,197 | | | | 366,408 | | | | 32,895 | | | | 3,770,096 | | | | 36,092 | | | | 4,136,504 | |
| IPG Photonics Corp(b) | | | | | | | 538 | | | | 53,106 | | | | - | | | | - | | | | 538 | | | | 53,106 | |
| j2 Global Inc | | | | | | | 664 | | | | 54,315 | | | | - | | | | - | | | | 664 | | | | 54,315 | |
| Jack Henry & Associates Inc | | | | | | | 920 | | | | 81,678 | | | | - | | | | - | | | | 920 | | | | 81,678 | |
| KLA-Tencor Corp | | | | | | | 2,050 | | | | 161,294 | | | | 20,448 | | | | 1,608,849 | | | | 22,498 | | | | 1,770,143 | |
| Lam Research Corp | | | | | | | 2,198 | | | | 232,395 | | | | 21,555 | | | | 2,279,010 | | | | 23,753 | | | | 2,511,405 | |
| Leidos Holdings Inc | | | | | | | 1,782 | | | | 91,131 | | | | - | | | | - | | | | 1,782 | | | | 91,131 | |
| Linear Technology Corp | | | | | | | 3,141 | | | | 195,841 | | | | 32,292 | | | | 2,013,406 | | | | 35,433 | | | | 2,209,247 | |
| Manhattan Associates Inc(b) | | | | | | | 1,098 | | | | 58,227 | | | | - | | | | - | | | | 1,098 | | | | 58,227 | |
13
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| MAXIMUS Inc | | | | | | | 986 | | | | 55,009 | | | | - | | | | - | | | | 986 | | | | 55,009 | |
| Mentor Graphics Corp | | | | | | | 1,343 | | | | 49,543 | | | | - | | | | - | | | | 1,343 | | | | 49,543 | |
| Microchip Technology Inc | | | | | | | 2,742 | | | | 175,899 | | | | 29,013 | | | | 1,861,184 | | | | 31,755 | | | | 2,037,083 | |
| Micron Technology Inc(b) | | | | | | | 13,897 | | | | 304,622 | | | | 140,319 | | | | 3,075,792 | | | | 154,216 | | | | 3,380,414 | |
| Microsemi Corp(b) | | | | | | | 1,626 | | | | 87,755 | | | | - | | | | - | | | | 1,626 | | | | 87,755 | |
| Microsoft Corp | | | | | | | 101,224 | | | | 6,290,059 | | | | 1,041,509 | | | | 64,719,369 | | | | 1,142,733 | | | | 71,009,428 | |
| Monolithic Power Systems Inc | | | | | | | 350 | | | | 28,676 | | | | - | | | | - | | | | 350 | | | | 28,676 | |
| MSCI Inc Class A | | | | | | | 1,146 | | | | 90,282 | | | | - | | | | - | | | | 1,146 | | | | 90,282 | |
| NCR Corp(b) | | | | | | | 1,359 | | | | 55,121 | | | | - | | | | - | | | | 1,359 | | | | 55,121 | |
| NetApp Inc | | | | | | | 3,686 | | | | 130,005 | | | | 37,799 | | | | 1,333,171 | | | | 41,485 | | | | 1,463,176 | |
| NetScout Systems Inc(b) | | | | | | | 1,393 | | | | 43,880 | | | | - | | | | - | | | | 1,393 | | | | 43,880 | |
| NVIDIA Corp | | | | | | | 7,031 | | | | 750,489 | | | | 71,726 | | | | 7,656,033 | | | | 78,757 | | | | 8,406,522 | |
| Oracle Corp | | | | | | | 39,018 | | | | 1,500,242 | | | | 401,448 | | | | 15,435,676 | | | | 440,466 | | | | 16,935,918 | |
| Paychex Inc | | | | | | | 4,295 | | | | 261,480 | | | | 43,287 | | | | 2,635,313 | | | | 47,582 | | | | 2,896,793 | |
| Pitney Bowes Inc | | | | | | | 2,812 | | | | 42,714 | | | | 25,217 | | | | 383,046 | | | | 28,029 | | | | 425,760 | |
| PTC Inc(b) | | | | | | | 1,706 | | | | 78,937 | | | | - | | | | - | | | | 1,706 | | | | 78,937 | |
| Qorvo Inc(b) | | | | | | | 1,667 | | | | 87,901 | | | | 17,213 | | | | 907,641 | | | | 18,880 | | | | 995,542 | |
| QUALCOMM Inc | | | | | | | 19,126 | | | | 1,247,015 | | | | 198,391 | | | | 12,935,093 | | | | 217,517 | | | | 14,182,108 | |
| Red Hat Inc(b) | | | | | | | 2,258 | | | | 157,383 | | | | 24,128 | | | | 1,681,722 | | | | 26,386 | | | | 1,839,105 | |
| Salesforce.com Inc(b) | | | | | | | 8,202 | | | | 561,509 | | | | 86,012 | | | | 5,888,382 | | | | 94,214 | | | | 6,449,891 | |
| Science Applications International Corp | | | | | | | 476 | | | | 40,365 | | | | - | | | | - | | | | 476 | | | | 40,365 | |
| Seagate Technology PLC | | | | | | | 3,949 | | | | 150,733 | | | | 40,005 | | | | 1,526,991 | | | | 43,954 | | | | 1,677,724 | |
| Silicon Laboratories Inc(b) | | | | | | | 576 | | | | 37,440 | | | | - | | | | - | | | | 576 | | | | 37,440 | |
| Skyworks Solutions Inc | | | | | | | 2,299 | | | | 171,643 | | | | 24,402 | | | | 1,821,853 | | | | 26,701 | | | | 1,993,496 | |
| Synaptics Inc(b)(c ) | | | | | | | 546 | | | | 29,255 | | | | - | | | | - | | | | 546 | | | | 29,255 | |
| SYNNEX Corp | | | | | | | 420 | | | | 50,828 | | | | - | | | | - | | | | 420 | | | | 50,828 | |
| Synopsys Inc(b) | | | | | | | 2,096 | | | | 123,371 | | | | - | | | | - | | | | 2,096 | | | | 123,371 | |
| Teradata Corp(b) | | | | | | | 1,271 | | | | 34,533 | | | | 18,315 | | | | 497,619 | | | | 19,586 | | | | 532,152 | |
| Teradyne Inc | | | | | | | 2,873 | | | | 72,974 | | | | - | | | | - | | | | 2,873 | | | | 72,974 | |
| Texas Instruments Inc | | | | | | | 12,955 | | | | 945,326 | | | | 134,205 | | | | 9,792,939 | | | | 147,160 | | | | 10,738,265 | |
| Tyler Technologies Inc(b) | | | | | | | 373 | | | | 53,253 | | | | - | | | | - | | | | 373 | | | | 53,253 | |
| Ultimate Software Group Inc(b) | | | | | | | 354 | | | | 64,552 | | | | - | | | | - | | | | 354 | | | | 64,552 | |
| VeriFone Systems Inc(b) | | | | | | | 1,714 | | | | 30,389 | | | | - | | | | - | | | | 1,714 | | | | 30,389 | |
| Western Digital Corp | | | | | | | 3,732 | | | | 253,589 | | | | 38,558 | | | | 2,620,016 | | | | 42,290 | | | | 2,873,605 | |
| Xerox Corp | | | | | | | 11,199 | | | | 97,767 | | | | 115,455 | | | | 1,007,922 | | | | 126,654 | | | | 1,105,689 | |
| Xilinx Inc | | | | | | | 3,138 | | | | 189,444 | | | | 34,704 | | | | 2,095,078 | | | | 37,842 | | | | 2,284,522 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 35,763,712 | | | | | | | $ | 341,966,152 | | | | | | | $ | 377,729,864 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Utilities | | | 3.17 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| AES Corp | | | | | | | 7,808 | | | | 90,729 | | | | 89,692 | | | | 1,042,221 | | | | 97,500 | | | | 1,132,950 | |
| Alliant Energy Corp | | | | | | | 3,019 | | | | 114,390 | | | | 31,391 | | | | 1,189,405 | | | | 34,410 | | | | 1,303,795 | |
| Ameren Corp | | | | | | | 3,123 | | | | 163,833 | | | | 32,770 | | | | 1,719,114 | | | | 35,893 | | | | 1,882,947 | |
| American Electric Power Co Inc | | | | | | | 6,454 | | | | 406,344 | | | | 66,356 | | | | 4,177,774 | | | | 72,810 | | | | 4,584,118 | |
| American Water Works Co Inc | | | | | | | 2,441 | | | | 176,631 | | | | 23,666 | | | | 1,712,472 | | | | 26,107 | | | | 1,889,103 | |
| Aqua America Inc | | | | | | | 2,104 | | | | 63,204 | | | | - | | | | - | | | | 2,104 | | | | 63,204 | |
| Atmos Energy Corp | | | | | | | 1,451 | | | | 107,592 | | | | - | | | | - | | | | 1,451 | | | | 107,592 | |
| Black Hills Corp | | | | | | | 660 | | | | 40,484 | | | | - | | | | - | | | | 660 | | | | 40,484 | |
| CenterPoint Energy Inc | | | | | | | 5,349 | | | | 131,799 | | | | 59,386 | | | | 1,463,271 | | | | 64,735 | | | | 1,595,070 | |
| CMS Energy Corp | | | | | | | 3,494 | | | | 145,420 | | | | 37,702 | | | | 1,569,157 | | | | 41,196 | | | | 1,714,577 | |
| Consolidated Edison Inc | | | | | | | 3,962 | | | | 291,920 | | | | 41,079 | | | | 3,026,701 | | | | 45,041 | | | | 3,318,621 | |
| Dominion Resources Inc | | | | | | | 8,183 | | | | 626,736 | | | | 83,534 | | | | 6,397,869 | | | | 91,717 | | | | 7,024,605 | |
| DTE Energy Co | | | | | | | 2,272 | | | | 223,815 | | | | 24,043 | | | | 2,368,476 | | | | 26,315 | | | | 2,592,291 | |
| Duke Energy Corp | | | | | | | 9,082 | | | | 704,945 | | | | 91,746 | | | | 7,121,325 | | | | 100,828 | | | | 7,826,270 | |
| Edison International | | | | | | | 4,271 | | | | 307,469 | | | | 44,004 | | | | 3,167,848 | | | �� | 48,275 | | | | 3,475,317 | |
| Entergy Corp | | | | | | | 2,437 | | | | 179,046 | | | | 24,141 | | | | 1,773,639 | | | | 26,578 | | | | 1,952,685 | |
| Eversource Energy | | | | | | | 4,299 | | | | 237,434 | | | | 42,491 | | | | 2,346,778 | | | | 46,790 | | | | 2,584,212 | |
| Exelon Corp | | | | | | | 12,067 | | | | 428,258 | | | | 123,933 | | | | 4,398,382 | | | | 136,000 | | | | 4,826,640 | |
| FirstEnergy Corp | | | | | | | 5,209 | | | | 161,323 | | | | 56,628 | | | | 1,753,769 | | | | 61,837 | | | | 1,915,092 | |
| Great Plains Energy Inc | | | | | | | 2,852 | | | | 78,002 | | | | - | | | | - | | | | 2,852 | | | | 78,002 | |
| Hawaiian Electric Industries Inc | | | | | | | 1,536 | | | | 50,796 | | | | - | | | | - | | | | 1,536 | | | | 50,796 | |
| IDACORP Inc | | | | | | | 691 | | | | 55,660 | | | | - | | | | - | | | | 691 | | | | 55,660 | |
| MDU Resources Group Inc | | | | | | | 2,256 | | | | 64,905 | | | | - | | | | - | | | | 2,256 | | | | 64,905 | |
| National Fuel Gas Co | | | | | | | 1,179 | | | | 66,779 | | | | - | | | | - | | | | 1,179 | | | | 66,779 | |
| New Jersey Resources Corp | | | | | | | 1,282 | | | | 45,511 | | | | - | | | | - | | | | 1,282 | | | | 45,511 | |
| NextEra Energy Inc | | | | | | | 6,157 | | | | 735,515 | | | | 62,537 | | | | 7,470,670 | | | | 68,694 | | | | 8,206,185 | |
| NiSource Inc | | | | | | | 4,698 | | | | 104,014 | | | | 43,688 | | | | 967,252 | | | | 48,386 | | | | 1,071,266 | |
| NorthWestern Corp | | | | | | | 683 | | | | 38,842 | | | | - | | | | - | | | | 683 | | | | 38,842 | |
| NRG Energy Inc | | | | | | | 3,682 | | | | 45,141 | | | | 43,514 | | | | 533,482 | | | | 47,196 | | | | 578,623 | |
| OGE Energy Corp | | | | | | | 2,444 | | | | 81,752 | | | | - | | | | - | | | | 2,444 | | | | 81,752 | |
| ONE Gas Inc | | | | | | | 539 | | | | 34,474 | | | | - | | | | - | | | | 539 | | | | 34,474 | |
| PG&E Corp | | | | | | | 6,699 | | | | 407,098 | | | | 66,995 | | | | 4,071,286 | | | | 73,694 | | | | 4,478,384 | |
| Pinnacle West Capital Corp | | | | | | | 1,344 | | | | 104,872 | | | | 14,512 | | | | 1,132,371 | | | | 15,856 | | | | 1,237,243 | |
14
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PNM Resources Inc | | | | | | | 726 | | | | 24,902 | | | | - | | | | - | | | | 726 | | | | 24,902 | |
| PPL Corp | | | | | | | 9,114 | | | | 310,332 | | | | 91,427 | | | | 3,113,089 | | | | 100,541 | | | | 3,423,421 | |
| Public Service Enterprise Group Inc | | | | | | | 6,548 | | | | 287,326 | | | | 68,421 | | | | 3,002,313 | | | | 74,969 | | | | 3,289,639 | |
| SCANA Corp | | | | | | | 1,783 | | | | 130,658 | | | | 19,302 | | | | 1,414,451 | | | | 21,085 | | | | 1,545,109 | |
| Sempra Energy | | | | | | | 3,372 | | | | 339,358 | | | | 33,883 | | | | 3,409,985 | | | | 37,255 | | | | 3,749,343 | |
| Southern Co | | | | | | | 12,775 | | | | 628,402 | | | | 130,805 | | | | 6,434,298 | | | | 143,580 | | | | 7,062,700 | |
| Southwest Gas Corp | | | | | | | 717 | | | | 54,937 | | | | - | | | | - | | | | 717 | | | | 54,937 | |
| UGI Corp | | | | | | | 2,034 | | | | 93,727 | | | | - | | | | - | | | | 2,034 | | | | 93,727 | |
| Vectren Corp | | | | | | | 1,172 | | | | 61,120 | | | | - | | | | - | | | | 1,172 | | | | 61,120 | |
| WEC Energy Group Inc | | | | | | | 4,038 | | | | 236,829 | | | | 42,631 | | | | 2,500,308 | | | | 46,669 | | | | 2,737,137 | |
| Westar Energy Inc | | | | | | | 1,679 | | | | 94,612 | | | | - | | | | - | | | | 1,679 | | | | 94,612 | |
| WGL Holdings Inc | | | | | | | 546 | | | | 41,649 | | | | - | | | | - | | | | 546 | | | | 41,649 | |
| Xcel Energy Inc | | | | | | | 6,500 | | | | 264,549 | | | | 68,604 | | | | 2,792,184 | | | | 75,104 | | | | 3,056,733 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 9,083,134 | | | | | | | $ | 82,069,890 | | | | | | | $ | 91,153,024 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL COMMON STOCK | | | 99.29 | % | | | | | | $ | 271,980,122 | | | | | | | $ | 2,580,926,823 | | | | | | | $ | 2,852,906,945 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| SHORT TERM INVESTMENTS | | | 1.41 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| U.S. Government Agency Bonds and Notes | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Federal Home Loan Bank, 0.30%, 01/03/2017 | | | | | | | | | | | | | | | 20,000,000 | | | | 19,999,500 | | | | 20,000,000 | | | | 19,999,500 | |
15
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Undivided interest of 0.20% in a repurchase agreement (principal amount/value $11,773,812 with a maturity value of $11,774,466) with BNP Paribas Securities Corp, 0.50%, dated 12/30/16 to be repurchased at $23,205 on 1/3/17 collateralized by U.S. Treasury securities, 0.00% - 7.88%, 12/31/16 - 9/9/49, with a value of $12,009,288.(d) | | | | | | | 23,205 | | | | 23,205 | | | | 851,154 | | | | 851,154 | | | | 874,359 | | | | 874,359 | |
| Undivided interest of 0.87% in a repurchase agreement (principal amount/value $96,803,309 with a maturity value of $96,808,257) with HSBC Securities (USA) Inc, 0.46%, dated 12/30/16 to be repurchased at $844,972 on 1/3/17 collateralized by U.S. Treasury securities, 1.38% - 3.75%, 11/30/18 - 11/15/43, with a value of $98,739,913.(d) | | | | | | | 844,972 | | | | 844,972 | | | | 4,044,225 | | | | 4,044,225 | | | | 4,889,197 | | | | 4,889,197 | |
| Undivided interest of 0.87% in a repurchase agreement (principal amount/value $96,803,309 with a maturity value of $96,809,010) with Citigroup Global Markets Inc, 0.53%, dated 12/30/16 to be repurchased at $844,972 on 1/3/17 collateralized by Federal Home Loan Mortgage Corp securities, 2.00% - 8.50%, 12/1/17 - 1/1/47, with a value of $98,739,374.(d) | | | | | | | 844,972 | | | | 844,972 | | | | 4,044,226 | | | | 4,044,226 | | | | 4,889,198 | | | | 4,889,198 | |
| Undivided interest of 0.89% in a repurchase agreement (principal amount/value $95,070,496 with a maturity value of $95,075,989) with Daiwa Capital Markets America Inc, 0.52%, dated 12/30/16 to be repurchased at $844,972 on 1/3/17 collateralized by U.S. Treasury securities and various U.S. Government Agency securities, 0.00% - 6.50%, 3/2/17 - 2/1/49, with a value of $96,971,906.(d) | | | | | | | 844,972 | | | | 844,972 | | | | 4,044,226 | | | | 4,044,226 | | | | 4,889,198 | | | | 4,889,198 | |
| Undivided interest of 1.41% in a repurchase agreement (principal amount/value $59,762,620 with a maturity value of $59,765,940) with Merrill Lynch, Pierce, Fenner & Smith, 0.50%, dated 12/30/16 to be repurchased at $844,972 on 1/3/17 collateralized by various U.S. Government Agency securities, 1.74% - 6.00%, 8/1/22 - 1/15/49, with a value of $60,957,872.(d) | | | | | | | 844,972 | | | | 844,972 | | | | 4,044,225 | | | | 4,044,225 | | | | 4,889,197 | | | | 4,889,197 | |
| Undivided interest of 35.80% in a repurchase agreement (principal amount/value $432,160 with a maturity value of $432,184) with Citigroup Global Markets Inc, 0.51%, dated 12/30/16 to be repurchased at $154,618 on 1/3/17 collateralized by U.S. Treasury securities, 0.13% - 1.75%, 4/15/20 - 1/15/28, with a value of $440,803.(d) | | | | | | | 154,618 | | | | 154,618 | | | | | | | | | | | | 154,618 | | | | 154,618 | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL SHORT TERM INVESTMENTS | | | 1.41 | % | | | | | | $ | 3,557,711 | | | | | | | $ | 37,027,556 | | | | | | | $ | 40,585,267 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL INVESTMENTS | | | 100.70 | % | | | | | | $ | 275,537,833 | | | | | | | $ | 2,617,954,379 | | | | | | | $ | 2,893,492,212 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| OTHER ASSETS & LIABILITIES, NET | | | -0.70 | % | | | | | | $ | 1,564,423 | | | | | | | $ | (21,712,392 | ) | | | | | | $ | (20,147,969 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL NET ASSETS | | | 100.00 | % | | | | | | $ | 277,102,256 | | | | | | | $ | 2,596,241,987 | | | | | | | $ | 2,873,344,243 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL COST | | | | | | | | | | $ | 153,958,405 | | | | | | | $ | 1,747,402,446 | | | | | | | $ | 1,901,360,851 | |
* No adjustments are shown to the unaudited pro forma combined portfolio of investments due to the fact that upon consummation of the merger, securities would not need to be sold in order for the Great-West S&P 500® Index Fund (Acquiring Fund) to comply with its prospectus restrictions. The foregoing sentence shall not restrict in any way the ability of the investment adviser of either of the funds from buying or selling securities in the normal course of such fund’s business and operations.
(a) Upon consummation of the merger, the Great-West S&P 500® Index Fund will be the accounting survivor.
(b) Non-income producing security.
(c) All or a portion of the security is on loan at December 31, 2016.
(d) Collateral received for securities on loan.
REIT - Real Estate Investment Trust
At December 31, 2016, the Fund held the following outstanding futures contracts:
| | | | | | | | | | | | | | | | | | |
| Description | | Number of Contracts | | | Currency | | | Notional Value | | | Expiration Date | | Net Unrealized Depreciation |
| |
| S&P 500® Emini Long Futures | | | 290 | | | | USD | | | | 32,424,900 | | | March 2017 | | $ | (263,951 | ) |
| S&P Mid 400® Emini Long Futures | | | 3 | | | | USD | | | | 497,730 | | | March 2017 | | | (4,630 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Net Depreciation | | $ | (268,581 | ) |
| | | | | | | | | | | | | | | | | | |
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).
16
GREAT-WEST FUNDS, INC.
Statement of Assets and Liabilities
As of December 31, 2016
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Great-West
Stock Index Fund (Target Fund) | | | | Great-West S&P 500® Index Fund (Acquiring Fund) | | | | Pro Forma Adjustments | | | | Pro Forma Great- West S&P 500® Index Fund |
| |
| | | | | | | | |
| ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in securities, fair value(a) | | $ | | | 271,980,122 | | | $ | | | 2,600,926,323 | | | $ | | | | | | $ | | | 2,872,906,445 | |
Repurchase agreements, fair value(b) | | | | | 3,557,711 | | | | | | 17,028,056 | | | | | | | | | | | | 20,585,767 | |
Cash | | | | | 4,529,825 | | | | | | 2,221,809 | | | | | | | | | | | | 6,751,634 | |
Margin deposits | | | | | 229,100 | | | | | | 1,168,500 | | | | | | | | | | | | 1,397,600 | |
Subscriptions receivable | | | | | 105,216 | | | | | | 3,382,808 | | | | | | | | | | | | 3,488,024 | |
Variation margin on futures contracts | | | | | 409,193 | | | | | | 1,675,488 | | | | | | | | | | | | 2,084,681 | |
Dividends receivable | | | | | 370,215 | | | | | | 3,316,016 | | | | | | | | | | | | 3,686,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets | | | | | 281,181,382 | | | | | | 2,629,719,000 | | | | | | 0 | | | | | | 2,910,900,382 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| LIABILITIES: | | | | | | | | | | | | | | | | | | | | | | | | |
Payable to investment adviser | | | | | 59,203 | | | | | | 554,963 | | | | | | | | | | | | 614,166 | |
Payable for administrative services fees | | | | | 82,883 | | | | | | 474,365 | | | | | | | | | | | | 557,248 | |
Payable upon return of securities loaned | | | | | 3,557,711 | | | | | | 17,028,056 | | | | | | | | | | | | 20,585,767 | |
Redemptions payable | | | | | 379,329 | | | | | | 15,375,739 | | | | | | | | | | | | 15,755,068 | |
Payable for distribution fees | | | | | 0 | | | | | | 43,890 | | | | | | | | | | | | 43,890 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities | | | | | 4,079,126 | | | | | | 33,477,013 | | | | | | 0 | | | | | | 37,556,139 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| NET ASSETS | | $ | | | 277,102,256 | | | $ | | | 2,596,241,987 | | | $ | | | 0 | | | $ | | | 2,873,344,243 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| NET ASSETS REPRESENTED BY: | | | | | | | | | | | | | | | | | | | | | | | | |
Capital stock, $0.10 par value | | $ | | | 1,139,588 | | | $ | | | 18,924,594 | | | $ | | | | | | $ | | | 20,064,182 | |
Paid-in capital in excess of par | | | | | 153,638,603 | | | | | | 1,707,060,789 | | | | | | | | | | | | 1,860,699,392 | |
Net unrealized appreciation | | | | | 121,552,465 | | | | | | 870,310,315 | | | | | | | | | | | | 991,862,780 | |
Accumulated net realized gain (loss) | | | | | 771,600 | | | | | | (53,711 | ) | | | | | | | | | | | 717,889 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| NET ASSETS | | $ | | | 277,102,256 | | | $ | | | 2,596,241,987 | | | $ | | | 0 | | | $ | | | 2,873,344,243 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| NET ASSETS BY CLASS | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | N/A | | | | | | 1,009,652,811 | | | | | | 0 | | | | | | 1,009,652,811 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investor | | | | | 277,102,256 | | | | | | 1,370,742,930 | | | | | | 0 | | | | | | 1,647,845,186 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Class L | | | | | N/A | | | | | | 215,846,246 | | | | | | 0 | | | | | | 215,846,246 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE: | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | N/A | | | $ | | | 9.80 | | | $ | | | 0.00 | | | $ | | | 9.80 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investor | | $ | | | 24.32 | | | $ | | | 19.04 | | | $ | | | 0.00 | | | $ | | | 19.04 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Class L | | | | | N/A | | | $ | | | 15.15 | | | $ | | | 0.00 | | | $ | | | 15.15 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| CAPITAL STOCK: | | | | | | | | | | | | | | | | | | | | | | | | |
Authorized | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | N/A | | | | | | 210,000,000 | | | | | | 0 | | | | | | 210,000,000 | |
Investor | | | | | 70,000,000 | | | | | | 150,000,000 | | | | | | 0 | | | | | | 150,000,000 | |
Class L | | | | | N/A | | | | | | 30,000,000 | | | | | | 0 | | | | | | 30,000,000 | |
Issued and Outstanding | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | N/A | | | | | | 102,993,424 | | | | | | 0 | | | | | | 102,993,424 | |
Investor | | | | | 11,395,876 | | | | | | 72,003,524 | | | | | | 3,159,982 | (c) | | | | | 86,559,382 | |
Class L | | | | | N/A | | | | | | 14,248,996 | | | | | | 0 | | | | | | 14,248,996 | |
| | | | | | | | |
| (a) Cost of investments | | $ | | | 150,400,694 | | | $ | | | 1,730,374,390 | | | $ | | | 0 | | | $ | | | 1,880,775,084 | |
| (b) Cost of repurchase agreements | | $ | | | 3,557,711 | | | $ | | | 17,028,056 | | | | | | 0 | | | $ | | | 20,585,767 | |
| (c) | Adjustment to reflect the transfer of Great-West Stock Index Fund shares into Great-West S&P 500® Index Fund shares in connection with the proposed reorganization. |
17
GREAT-WEST FUNDS, INC.
Statement of Operations
For the fiscal year ended December 31, 2016
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Great-West Stock Index Fund (Target Fund) | | | | Great-West S&P 500® Index Fund (Acquiring Fund) | | | | Pro Forma Adjustments | | | | Pro Forma Great- West S&P 500® Index Fund |
| |
| | | | | | | | |
| INVESTMENT INCOME: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest | | $ | | | 5,981 | | | $ | | | 81,506 | | | $ | | | | | | $ | | | 87,487 | |
Income from securities lending | | | | | 34,798 | | | | | | 183,058 | | | | | | | | | | | | 217,856 | |
Dividends | | | | | 6,210,746 | | | | | | 53,842,719 | | | | | | | | | | | | 60,053,465 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Income | | | | | 6,251,525 | | | | | | 54,107,283 | | | | | | 0 | | | | | | 60,358,808 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | |
Management fees | | | | | 715,682 | | | | | | 6,133,728 | | | | | | (1,370,345 | ) | | | | | 5,479,065 | |
Administrative services fees - Investor Class | | | | | 1,001,860 | | | | | | 4,653,265 | | | | | | | | | | | | 5,655,125 | |
Administrative services fees - Class L | | | | | 0 | | | | | | 553,534 | | | | | | | | | | | | 553,534 | |
Distribution fees - Class L | | | | | 0 | | | | | | 394,724 | | | | | | | | | | | | 394,724 | |
Other | | | | | 0 | | | | | | 0 | | | | | | 273,953 | | | | | | 273,953 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | | | 1,717,542 | | | | | | 11,735,251 | | | | | | (1,096,392 | ) | | | | | 12,356,401 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| NET INVESTMENT INCOME | | | | | 4,533,983 | | | | | | 42,372,032 | | | | | | 1,096,392 | | | | | | 48,002,407 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| NET REALIZED AND UNREALIZED GAIN (LOSS): | | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | | | 27,666,192 | | | | | | 52,698,955 | | | | | | | | | | | | 80,365,147 | |
Net realized gain on futures contracts | | | | | 674,941 | | | | | | 8,431,011 | | | | | | | | | | | | 9,105,952 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Realized Gain | | | | | 28,341,133 | | | | | | 61,129,966 | | | | | | 0 | | | | | | 89,471,099 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Net change in unrealized appreciation on investments | | | | | 16,653 | | | | | | 173,814,807 | | | | | | | | | | | | 173,831,460 | |
Net change in unrealized depreciation on futures contracts | | | | | (20,484 | ) | | | | | (336,998 | ) | | | | | | | | | | | (357,482 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Change in Unrealized Appreciation (Depreciation) | | | | | (3,831 | ) | | | | | 173,477,809 | | | | | | 0 | | | | | | (3,791,234 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Realized and Unrealized Gain | | | | | 28,337,302 | | | | | | 234,607,775 | | | | | | 0 | | | | | | 85,679,865 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | | | 32,871,285 | | | $ | | | 276,979,807 | | | $ | | | 1,096,392 | | | $ | | | 133,682,272 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
18
GREAT-WEST FUNDS, INC.
Notes to Pro Forma Financial Statements (Unaudited)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited pro forma financial statements are presented to show the effect of the proposed reorganization of the Great-West Stock Index Fund (the “Target Fund”) into the Great-West S&P 500® Index Fund (the “Acquiring Fund”) (the “Reorganization”). The Acquiring Fund and the Target Fund are each registered under the Investment Company Act of 1940 (the 1940 Act) as open-end management investment company. The investment objective of the Acquiring Fund is to seek investment results that track the total return of the common stocks that comprise the Standard & Poor’s 500® Composite Stock Price Index. The unaudited pro forma financial information is for informational purposes only and does not purport to be indicative of the financial condition that actually would have resulted if the Reorganization had been consummated. These pro forma numbers have been estimated in good faith based on information regarding the Acquiring Fund and the Target Fund as of December 31, 2016.
Under the terms of the Reorganization, the combination of the Acquiring Fund and the Target Fund (the “Pro Forma Combined Fund” or the “Fund”) will be accounted for as a tax-free reorganization under the Internal Revenue Code for federal income tax purposes, and the Target Fund’s shareholders will not recognize gains or losses for federal income tax purposes as a result of the reorganization. For financial reporting purposes, the historical cost basis of investment securities will be carried forward to the surviving fund to align ongoing reporting of the realized and unrealized gains and losses of the surviving fund. The Reorganization will be accomplished by an acquisition of all the assets and the assumption of all the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of the Acquiring Fund and the distribution of such shares to the Target Fund’s shareholders in complete liquidation of the Target Fund. The Pro Forma Schedule of Investments and the Pro Forma Statement of Assets and Liabilities are presented for the Acquiring Fund, the Target Fund and the Pro Forma Combined Fund as of December 31, 2016. The Pro Forma Statement of Operations is presented for the Acquiring Fund, the Target Fund and the Pro Forma Combined Fund for the year from January 1, 2016 through December 31, 2016 (the “Reporting Period”).
Following the Reorganization, the Acquiring Fund will be the surviving fund. The surviving fund will have the portfolio management team, portfolio composition, strategies and investment objectives, policies and restrictions of the Acquiring Fund. No significant accounting policies will change as a result of the Reorganization, specifically policies regarding security valuation or compliance with Subchapter M of the Internal Revenue Code of 1986, as amended. No significant changes to any existing contracts of the Acquiring Fund are expected as a result of the Reorganization.
It is estimated that approximately 8% of the Target Fund’s portfolio will be sold prior to or following the Reorganization. It is estimated that such sales in connection with the Reorganization would have resulted in realized gains of approximately $5,032,744 (approximately $0.44 per share) and brokerage commissions or other transaction costs of approximately $6,057, based on average commission rates normally paid by the Acquiring Fund, if such sales occurred on December 31, 2016.
Great-West Funds has entered into an investment advisory agreement with Great-West Capital Management, LLC (the Adviser), a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company (GWL&A). As compensation for its services to Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.20% of the average daily net assets of the Fund. The Adviser is required by contract to reimburse the Fund for any expenses which exceed an annual rate, including management fees and expenses paid directly by the Fund, excluding administrative service fees and distribution fees, of 0.25% of the average daily net assets of the Fund. Certain administration and accounting services fees for the Fund are disclosed as Fund administration fees on the Statement of Operations. Expenses incurred by Great-West Funds, which are not Fund specific, are allocated based on relative net assets or other appropriate allocation methods. The Adviser and Great-West Funds have entered into a sub-advisory agreement Irish Life Investment Managers Limited, an affiliate of the Adviser and GWL&A. The Fund is not responsible for payment of the sub-advisory fees.
Great-West Funds has 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 and Class L shares of the Fund a fee equal to 0.35% of the average daily net asset value of the applicable share class.
December 31, 2016
19
The accompanying pro forma financial statements and notes to the pro forma financial statements should be read in conjunction with the December 31, 2016 annual report of the Target 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 Fund generally values its securities based on market prices determined at the close of regular trading on the New York Stock Exchange (NYSE) on each day the NYSE is open for trading. The net asset value of each class of the Fund’s shares is determined by dividing the net assets attributable to each class of shares of the Fund by the number of issued and outstanding shares of each class of the Fund on each valuation date.
For securities that are traded on only one exchange, the last sale price as of the close of business of that exchange will be used. If the closing price is not available, the current bid as of the close of business will be used. For securities traded on more than one exchange, or upon one or more exchanges and in the over-the-counter (OTC) market, the last sale price as of the close of business on the market which the security is traded most extensively will be used. If the closing price is not available, the current bid as of the close of business will be used. For securities that principally trade on the NASDAQ National Market System, the NASDAQ official closing price will be used.
Short term securities purchased with less than 60 days remaining until maturity and all U.S. Treasury Bills are valued on the basis of amortized cost, which has been determined to approximate fair value. Short term securities purchased with more than 60 days remaining until maturity are valued using pricing services, or in the event a price is not available from a pricing service, may be priced using other methodologies approved by the Board of Directors, including model pricing or pricing on the basis of quotations from brokers or dealers, and will continue to be priced until final maturity.
Foreign equity securities are generally valued using an adjusted systematic fair value price from an independent pricing service. Foreign exchange rates are determined at a time that corresponds to the closing of the NYSE.
For derivatives that are traded on an exchange, the last sale price as of the close of business of the exchange will be used. For derivatives traded over-the-counter (OTC), independent pricing services will be utilized when possible. If a price cannot be located from the primary source, other appropriate sources, which may include the use of an internally developed valuation model, another external pricing vendor or sourcing a price from a broker, may be used.
Independent pricing services are approved by the Board of Directors and are utilized for all investment types when available. In some instances valuations from independent pricing services are not available or do not reflect events in the market between the time the market closed and the valuation time and therefore fair valuation procedures are implemented. The fair value for some securities may be obtained from pricing services or other pricing sources. The inputs used by the pricing services are reviewed quarterly or when the pricing vendor issues updates to its pricing methodologies. Broker quotes are analyzed through an internal review process, which includes a review of known market conditions and other relevant data. Developments that might trigger fair value pricing could be natural disasters, government actions or fluctuations in domestic and foreign markets.
The following table provides examples of the inputs that are commonly used for valuing particular classes of securities. These classifications are not exclusive, and any inputs may be used to value any other security class.
| | |
Class | | Inputs |
| |
| Common Stock | | Exchange traded close price, bids, evaluated bids, open and close price of the local exchange, exchange rates, fair values based on significant market movement and various index data. |
| |
| Short Term Investments | | Maturity date, credit quality and interest rates. |
| |
| Futures Contracts | | Exchange traded close price. |
The Fund classifies its valuations into three levels based upon the observability of inputs to the valuation of the Fund’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:
December 31, 2016
20
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, 2016, the inputs used to value the Fund’s investments are detailed in the following table. More information regarding the sector and industry classifications, as applicable, are included in the Schedule of Investments. The Fund recognizes transfers between levels as of the beginning of the reporting period. There were no transfers between Levels 1, 2 and 3 during the year.
| | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Assets | | | | | | | | | | | | | | | | |
| | | | |
| Investments, at fair value: | | | | | | | | | | | | | | | | |
| | | | |
| Common Stock | | $ | 2,852,906,945 | | | $ | - | | | $ | - | | | $ | 2852,906,945 | |
| | | | |
| Short Term Investments | | | - | | | | 40,585,267 | | | | - | | | | 40,585,267 | |
| | | | |
| Total Assets | | $ | 2,852,906,945 | | | $ | 40,585,267 | | | $ | - | | | $ | 2,893,492,212 | |
| | | | |
| Liabilities | | | | | | | | | | | | | | | | |
| | | | |
| Other Financial Investments: | | | | | | | | | | | | | | | | |
| | | | |
| Futures Contracts(a) | | $ | (268,581 | ) | | $ | - | | | $ | - | | | $ | (268,581 | ) |
| | | | |
| Total Liabilities | | $ | (268,581 | ) | | $ | - | | | $ | - | | | $ | (268,581 | ) |
|
(a) Futures Contracts are reported at the security’s unrealized appreciation (depreciation), which represents the change in the contract’s value from trade date. | |
Federal Income Taxes and Distributions to Shareholders
The Pro Forma Combined aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation for federal income tax purposes as of December 31, 2016 were as follows:
| | | | |
| Federal tax cost of investments | | $ | 1,918,795,702 | |
| | | | |
| |
Gross unrealized appreciation on investments | | | 1,073,140,166 | |
| |
Gross unrealized depreciation on investments | | | (67,460,910) | |
| | | | |
| |
Net unrealized depreciation on investments | | $ | 1,005,679,256 | |
| | | | |
December 31, 2016
21
PART C
OTHER INFORMATION
Item 15. Indemnification
Registrant’s Articles of Amendment and Restatement provides as follows:
Each director and each officer of Great-West Funds shall be indemnified by Great-West Funds to the full extent permitted by the General Laws of the State of Maryland.
Maryland Code, Corporations and Associations, § 2-418 provides:
(a)(1) In this section the following words have the meanings indicated.
(2) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation, or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.
(3) “Director” means any person who is or was a director of a corporation and any person who, while a director of a corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company, other enterprise, or employee benefit plan.
(4) “Expenses” include attorney’s fees.
(5) (i) “Official capacity” means:
(1) When used with respect to a director, the office of director in the corporation; and
(2) When used with respect to a person other than a director as contemplated in subsection (j) of this section, the elective or appointive office in the corporation held by the officer, or the employment or agency relationship undertaken by the employee or agent in behalf of the corporation.
(ii) “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan.
(6) “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(7) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative.
(b)(1) A corporation may indemnify any director made a party to any proceeding by reason of service in that capacity unless it is established that:
(i) The act or omission of the director was material to the matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in money, property, or services; or
(iii) In the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.
C-1
(2) (i) Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the corporation, indemnification may not be made in respect of any proceeding in which the director shall have been adjudged to be liable to the corporation.
(3) (i) The termination of any proceeding by judgment, order, or settlement does not create a presumption that the director did not meet the requisite standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the director did not meet that standard of conduct.
(4) A corporation may not indemnify a director or advance expenses under this section for a proceeding brought by that director against the corporation, except:
(i) For a proceeding brought to enforce indemnification under this section; or
(ii) If the charter or bylaws of the corporation, a resolution of the board of directors of the corporation, or an agreement approved by the board of directors of the corporation to which the corporation is a party expressly provide otherwise.
(c) A director may not be indemnified under subsection (b) of this section in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in the defense of any proceeding referred to in subsection (b) of this section, or in the defense of any claim, issue, or matter in the proceeding, shall be indemnified against reasonable expenses incurred by the director in connection with the proceeding, claim, issue, or matter in which the director has been successful.
(2) A court of appropriate jurisdiction, upon application of a director and such notice as the court shall require, may order indemnification in the following circumstances:
(i) If it determines a director is entitled to reimbursement under paragraph (1) of this subsection, the court shall order indemnification, in which case the director shall be entitled to recover the expenses of securing such reimbursement; or
(ii) If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director has met the standards of conduct set forth in subsection (b) of this section or has been adjudged liable under the circumstances described in subsection (c) of this section, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any proceeding by or in the right of the corporation or in which liability shall have been adjudged in the circumstances described in subsection (c) of this section shall be limited to expenses.
(3) A court of appropriate jurisdiction may be the same court in which the proceeding involving the director’s liability took place.
(e)(1) Indemnification under subsection (b) of this section may not be made by the corporation unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in subsection (b) of this section.
(2) Such determination shall be made:
C-2
(i) By the board of directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the board consisting solely of one or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full board in which the designated directors who are parties may participate;
(ii) By special legal counsel selected by the board of directors or a committee of the board by vote as set forth in subparagraph (i) of this paragraph, or, if the requisite quorum of the full board cannot be obtained therefor and the committee cannot be established, by a majority vote of the full board in which directors who are parties may participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the manner specified in paragraph (2)(ii) of this subsection for selection of such counsel.
(4) Shares held by directors who are parties to the proceeding may not be voted on the subject matter under this subsection.
(f)(1) Reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of:
(i) A written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for indemnification by the corporation as authorized in this section has been met; and
(ii) A written undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.
(2) The undertaking required by paragraph (1)(ii) of this subsection shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment.
(3) Payments under this subsection shall be made as provided by the charter, bylaws, or contract or as specified in subsection (e)(2) of this section.
(g) The indemnification and advancement of expenses provided or authorized by this section may not be deemed exclusive of any other rights, by indemnification or otherwise, to which a director may be entitled under the charter, the bylaws, a resolution of stockholders or directors, an agreement or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.
(h) This section does not limit the corporation’s power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a director to serve an employee benefit plan where the performance of the director’s duties to the corporation also imposes duties on, or otherwise involves services by, the director to the plan or participants or beneficiaries of the plan;
(2) Excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law shall be deemed fines; and
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(3) Action taken or omitted by the director with respect to an employee benefit plan in the performance of the director’s duties for a purpose reasonably believed by the director to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the extent provided in subsection (d) of this section for a director and shall be entitled, to the same extent as a director, to seek indemnification pursuant to the provisions of subsection (d) of this section;
(2) A corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent that it may indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to an officer, employee, or agent who is not a director to such further extent, consistent with law, as may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
(k)(1) A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the corporation would have the power to indemnify against liability under the provisions of this section.
(2) A corporation may provide similar protection, including a trust fund, letter of credit, or surety bond, not inconsistent with this section.
(3) The insurance or similar protection may be provided by a subsidiary or an affiliate of the corporation.
(l) Any indemnification of, or advance of expenses to, a director in accordance with this section, if arising out of a proceeding by or in the right of the corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.
Item 16. Exhibits
(1) Articles of Amendment and Restatement are incorporated by reference to Registrant’s Post-Effective Amendment No. 110 to the Registration Statement filed on April 25, 2011 (File No. 2-75503). Articles Supplementary and Articles of Amendment are incorporated by reference to Registrant’s Post-Effective Amendment No. 113 to the Registration Statement filed on June 8, 2011 (File No. 2-75503). Articles of Amendment and Articles Supplementary are incorporated by reference to Registrant’s Post-Effective Amendment No. 117 to the Registration Statement filed on July 19, 2011 (File No. 2-75503). Articles of Amendment incorporated by reference to Registrant’s Post-Effective Amendment No. 126 to the Registration Statement filed on April 27, 2012 (File No. 2-75503). Articles Supplementary are incorporated by reference to Registrant’s Post-Effective Amendment No. 128 to the Registration Statement filed on August 16, 2012 (File No. 2-75503). Articles Supplementary and Articles of Amendment are incorporated by reference to Registrant’s Post-Effective Amendment No. 129 filed on October 30, 2012 (File No. 2-75503). Articles Supplementary are incorporated by reference to Registrant’s Post-Effective Amendment No. 131 filed on April 26, 2013 (File No. 2-75503). Articles Supplementary and Articles of Amendment are incorporated by reference to Registrant’s Post-Effective Amendment No. 133 filed on April 30, 2014 (File No. 2-75503). Articles Supplementary are incorporated by reference to Registrant’s Post-Effective Amendment No. 136 filed on April 30, 2015 (File No. 2-75503). Articles Supplementary are incorporated by reference to Registrant’s Post-Effective Amendment No. 138 filed on June 24, 2015. Articles Supplementary are incorporated by reference to Registrant’s Post-Effective Amendment No. 142 filed on April 28, 2016 (File No. 2-
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75503). Articles Supplementary are incorporated by reference to Registrant’s Post-Effective Amendment No. 144 filed on April 28, 2017 (File No. 2-75503).
(2) Amended and Restated Bylaws are incorporated by reference to Registrant’s Post-Effective Amendment No. 144 filed on April 28, 2017 (File No. 2-75503).
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization is filed herewith as Appendix A to Part A of this Registration Statement.
(5) Not Applicable.
(6)(a) Amended and Restated Investment Advisory Agreement with Great-West Capital Management, LLC is incorporated by reference to Registrant’s Post-Effective Amendment No. 144 filed on April 28, 2017 (File No. 2-75503).
(6)(b) Sub-Advisory Agreement with Irish Life Investment Managers Limited for the Great-West Stock Index Fund and the Great-West S&P 500® Index Fund is incorporated by reference to Registrant’s Post-Effective Amendment No. 142 filed on April 28, 2016 (File No. 2-75503).
(7)(a)(1) Form of Principal Underwriting Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 87 to its Registration Statement filed on April 28, 2006 (File No. 2-75503).
(7)(a)(2) Amendment to Principal Underwriting Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 97 filed on April 30, 2009 (File No. 2-75503). Amendments to Principal Underwriting Agreement are incorporated by reference to Post-Effective Amendment No. 100 filed on October 29, 2009 (File No. 2-75503) and Post-Effective Amendment No. 108 to its Registration Statement filed on December 30, 2010 (File No. 2-75503). Amendment to Principal Underwriting Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 113 to the Registration Statement filed on June 8, 2011 (File No. 2-75503). Amendment to Principal Underwriting Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 117 to the Registration Statement filed on July 19, 2011 (File No. 2-75503). Amendment to Principal Underwriting Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 121 filed on September 21, 2011 (File No. 2-75503). Amendment to Principal Underwriting Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 129 filed on October 30, 2012 (File No. 2-75503). Amendment to Principal Underwriting Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 138 filed on June 24, 2015. Amendment to Principal Underwriting Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 142 filed on April 28, 2016 (File No. 2-75503).
(7)(b) Form of Class L Services Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 142 filed on April 28, 2016 (File No. 2-75503).
(8) Not Applicable.
(9) Custody Agreements with The Bank of New York Mellon are incorporated by reference to Registrant’s Post-Effective Amendment No. 128 to the Registration Statement filed on August 16, 2012 (File No. 2-75503).
(10) Amended and Restated Rule 18f-3 Plan for certain Funds (Institutional Class, Investor Class, Service Class, and Class L) is incorporated by reference to Registrant’s Post-Effective Amendment No. 144 filed on April 28, 2017 (File No. 2-75503).
(11) Legal Opinion is filed herewith.
(12) Form of Opinion and Consent of Vedder Price P.C. supporting the tax matters and consequences to shareholders discussed in the Information Statement/Prospectus is filed herewith.
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(13)(a) Securities Lending Agreement and Guaranty with The Bank of New York Mellon is incorporated by reference to Registrant’s Post-Effective Amendment No. 74 filed on March 1, 2002 (File No. 2-75503). Global Securities Lending Supplement and forms of amendments to Securities Lending Agreement and Guaranty are incorporated by reference to Registrant’s Post-Effective Amendment No. 123 to its Registration Statement filed on October 14, 2011 (File No. 2-75503).
(13)(b) Rule 22c-2 Shareholder Information Agreement with GWFS Equities, Inc. is incorporated by reference to Registrant’s Post-Effective Amendment No. 88 to its Registration Statement filed on May 1, 2007 (File No. 2-75503). Form of Amendment to Rule 22c-2 Shareholder Information Agreement is incorporated by reference to Registrant’s Post-Effective Amendment No. 108 to its Registration Statement filed on December 30, 2010 (File No. 2-75503).
(13)(c) Expense Limitation Agreement for certain Great-West Funds regarding the management expense cap is incorporated by reference to Registrant’s Post-Effective Amendment No. 144 filed on April 28, 2017 (File No. 2-75503).
(13)(d) Shareholder Services Agreement for certain Great-West Funds is incorporated by reference to Registrant’s Post-Effective Amendment No. 136 filed on April 30, 2015 (File No. 2-75503). Amendment to Shareholder Services Agreement for certain Great-West Funds is incorporated by reference to Registrant’s Post-Effective Amendment No. 142 filed on April 28, 2016 (File No. 2-75503). Amendment to Shareholder Services Agreement for certain Great-West Funds is incorporated by reference to Registrant’s Post-Effective Amendment No. 144 filed on April 28, 2016 (File No. 2-75503).
(14) Written Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, to be filed by amendment.
(15) Not Applicable.
(16) Powers of Attorney for Ms. Klapper, Mr. McConahey, Mr. Hillary, Mr. Hudner, and Mr. Lake are filed herewith.
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees that an executed opinion of counsel supporting the tax matters discussed in the Information Statement/Prospectus will be filed with the Securities and Exchange Commission following the closing of this reorganization.
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SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Greenwood Village and State of Colorado, on the 3rd day of May, 2017.
| | | | |
| GREAT-WEST FUNDS, INC. | | |
| (Registrant) | | |
| | |
| By: | | /s/ David L. Musto | | |
| | David L. Musto | | |
| | President and Chief Executive Officer | | |
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | Date |
| | |
/s/ Gail H. Klapper* Gail H. Klapper* | | Director | | May 3, 2017 |
| | |
/s/ Stephen G. McConahey* Stephen G. McConahey* | | Director | | May 3, 2017 |
| | |
/s/ James A. Hillary* James A. Hillary* | | Director | | May 3, 2017 |
| | |
/s/ R. Timothy Hudner* R. Timothy Hudner* | | Director | | May 3, 2017 |
| | |
/s/ Steven A. Lake* Steven A. Lake* | | Director | | May 3, 2017 |
| | |
/s/ David L. Musto David L. Musto | | President, Chief Executive Officer & Director | | May 3, 2017 |
| | |
/s/ Mary C. Maiers Mary C. Maiers | | Chief Financial Officer & Treasurer | | May 3, 2017 |
| | | | | | |
| *By: | | /s/ Ryan L. Logsdon | | | | May 3, 2017 |
| | Ryan L. Logsdon (Attorney-in-fact) | | | | |
Powers of Attorney for Ms. Klapper, Mr. McConahey, Mr. Hillary, Mr. Hudner, and Mr. Lake are filed herewith.
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EXHIBIT INDEX
| | |
Exhibit No. | | Name of Exhibit |
| 11 | | Opinion and Consent of Counsel |
| 12 | | Form of Opinion and Consent of Tax Counsel Supporting Tax Matters |
| 16 | | Powers of Attorney |
