UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [X]x

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

MAXIM SERIES FUND,GREAT-WEST FUNDS, INC.

(Name of Registrant as specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]xNo fee required.

¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

MAXIM SERIES FUND,GREAT-WEST FUNDS, INC.

Important Proxy Materials

PLEASE CAST YOUR VOTE NOW

January 6, 2013

Dear Shareholder,

We are writing to inform you of the upcoming annual meeting of shareholders of Great-West Funds, Inc. (“Great-West Funds”) to vote on important matters affecting Great-West Funds. The meeting will be held on March 3, 2014 at 8515 East Orchard Road, Greenwood Village, Colorado 80111 at 10:30 a.m. Mountain Time. We are asking shareholders to elect five members to the Board of Directors of Great-West Funds and to approve a new investment advisory agreement with Great-West Capital Management, LLC (“GWCM”). In addition, shareholders of the Great-West Putnam High Yield Bond Fund and Great-West Putnam Equity Income Fund are asked to approve a new sub-advisory agreement with Putnam Investment Management, LLC (“Putnam”).

In addition to the election of directors, the meeting is being called because of a change in control of Power Corporation of Canada, the ultimate parent company of GWCM and Putnam. As a result of the change in control of Power Corporation of Canada, Great-West Funds’ investment advisory agreement with GWCM, as well as the sub-advisory agreement among Great-West Funds, GWCM and Putnam, terminated.

To avoid disruption of the investment programs of Great-West Funds, the Board of Directors of Great-West Funds approved an interim investment advisory agreement with GWCM and an interim sub-advisory agreement among Great-West Funds, GWCM and Putnam in accordance with Rule 15a-4 under the Investment Company Act of 1940. The interim agreements remain in effect for 150 days from the termination of the prior agreements (until March 7, 2014) or until shareholders approve new investment advisory and sub-advisory agreements, as applicable, whichever is sooner. The material terms of the new investment advisory and sub-advisory agreements are identical to the material terms of the prior agreements.

The question and answer section that follows discusses the proposals. The proxy statement itself provides greater detail about the proposals.The Board of Directors of Great-West Funds recommends that you read the enclosed materials carefully and vote FOR each proposal.

You may vote in person at the meeting or choose one of the following options to authorize a proxy to vote your shares (which is commonly known as proxy voting):

Thank you for your response and your continued investment in Great-West Funds.

Sincerely,

/s/ Mitchell T.G. Graye

Mitchell T.G. Graye

President & Chief Executive Officer

Great-West Funds, Inc.

Questions and Answers

While we encourage you to read the full text of the enclosed proxy statement, for your convenience, we have provided a brief overview of the proposals that require a shareholder vote.

PROPOSAL 1 – TO ELECT FIVE MEMBERS OF THE BOARD OF DIRECTORS

The Board currently consists of five Directors, four of whom have been elected by shareholders and one of whom was appointed by the Board. One of the four Directors who was elected by shareholders will be retiring from the Board in September 2014 pursuant to the retirement policy adopted by the Board. As a result of the impending retirement, there will be a vacancy on the Board. During a transition period, both the retiring Director as well as his successor would serve as Directors and the Board would consist of six Directors during that period. You are being asked to re-elect three existing Directors, elect the Director previously appointed by the other Directors, and elect a new Director to fill the retirement vacancy.

PROPOSAL 2 – TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN GREAT-WEST FUNDS, INC. AND GREAT-WEST CAPITAL MANAGEMENT, LLC

The death of Paul G. Desmarais on October 8, 2013 resulted in a change in the ultimate control of Power Corporation of Canada, the ultimate parent company of GWCM, the investment adviser to Great-West Funds. Control of the voting securities of Power Corporation of Canada held directly or controlled indirectly by Mr. Desmarais, which represented greater than a majority of the voting securities of Power Corporation of Canada, were transferred to the Desmarais Family Residuary Trust, which was created on October 8, 2013 under the Last Will and Testament of Mr. Desmarais (the “Trust”). As a result, the Trust has voting control of Power Corporation of Canada.

The transfer of voting control over Power Corporation of Canada resulted in a change of control of GWCM and, therefore, constituted an “assignment” of the investment advisory agreement between GWCM and Great-West Funds. Under the 1940 Act, an investment advisory agreement automatically terminates upon its “assignment.”

In order to avoid disruption of the investment management program of the Funds, the Board approved an interim investment advisory agreement with GWCM. The interim investment advisory agreement became effective on October 8, 2013 and will remain in effect for 150 days or until shareholders of the Funds approve the new investment advisory agreement with GWCM.

The material terms of the new investment advisory agreement are identical to the material terms of the previous investment advisory agreement.

The fees and expenses that you pay as a shareholder of a Fund are not expected to increase as a result of the new investment advisory agreement. The adoption of the proposal would not result in an increase in the rate of any Fund’s investment management fee and the Funds will not bear any portion of the costs associated with the proxy statement.

PROPOSAL 3 – TO APPROVE A NEW SUB-ADVISORY AGREEMENT AMONG GREAT-WEST FUNDS, INC., GREAT-WEST CAPITAL MANAGEMENT, LLC AND PUTNAM INVESTMENT MANAGEMENT, LLC (GREAT-WEST PUTNAM HIGH YIELD BOND FUND AND GREAT-WEST PUTNAM EQUITY INCOME FUND ONLY)

The death of Paul G. Desmarais on October 8, 2013 resulted in a change in the ultimate control of Power Corporation of Canada, the ultimate parent company of GWCM, the investment adviser to Great-West Funds, and Putnam, the sub-adviser to the Putnam Sub-Advised Funds. Control of the voting securities of Power Corporation of Canada held directly or controlled indirectly by Mr. Desmarais, which represented greater than a majority of the voting securities of Power Corporation of Canada, were transferred to the Trust. As a result, the Trust has voting control of Power Corporation of Canada.

The transfer of voting control over Power Corporation of Canada resulted in a change of control of GWCM and Putnam and, therefore, constituted an “assignment” of the sub-advisory agreement among Great-West Funds, GWCM and Putnam. Under the 1940 Act, a sub-advisory agreement automatically terminates upon its “assignment.”

In order to avoid disruption of the investment management program of the Putnam Sub-Advised Funds, the Board approved an interim sub-advisory agreement among Great-West Funds, GWCM and Putnam. The interim sub-advisory agreement became effective on October 8, 2013 and will remain in effect for 150 days or until shareholders of the Putnam Sub-Advised Funds approve the new sub-advisory agreement.

The material terms of the new sub-advisory agreement are identical to the material terms of the previous sub-advisory agreement.

The fees and expenses that you pay as a shareholder of a Putnam Sub-Advised Fund are not expected to increase as a result of the new investment advisory agreement. The adoption of the proposal would not result in an increase in the rate of either Putnam Sub-Advised Fund’s investment management fee and the Putnam Sub-Advised Funds will not bear any portion of the costs associated with the proxy statement or the new sub-advisory agreement.

VOTING INFORMATION

We encourage you to vote via the Internet or telephone using the control number on your proxy card and following the simple instructions because these methods result in the most efficient means of transmitting your vote and reduce the need for the Funds to conduct telephone solicitations and/or follow up mailings. If you would like to change your previous vote, you may vote again using any of the methods described above.

IMPORTANT INFORMATION FOR SHAREHOLDERS

GREAT-WEST FUNDS, INC.

(the “Fund(s)”)

NOTICE OF SPECIALANNUAL MEETING OF SHAREHOLDERS

To Be Held on March 3, 2014

May 25, 2011

TO THE SHAREHOLDERS OF THE PORTFOLIOS OF MAXIM SERIES FUND, INC.:Dear Shareholder:

You are hereby notified that pursuant to the Bylaws of Maxim Series Fund,Great-West Funds, Inc. (the “Fund”), a Special Meeting of Shareholders of the Portfolios (the “Meeting”(“Great-West Funds”) will be heldhold an annual meeting of shareholders (the “Meeting”) at 8515 E.East Orchard Road, Greenwood Village, Colorado 80111 on Wednesday, May 25, 2011Monday, March 3, 2014 at 10:30 a.m. Mountain Time forTime. The Meeting is being held so that shareholders can consider the following purpose:proposals and transact such other business as may be properly brought before the meeting:

To approve an amendment to the Fund’s corporate charter to

permit the Board of Directors to add new classes of shares to the

Portfolios.

The BoardShareholders of Directors has fixedrecord of the Funds at the close of business on February 24, 2011 as the record date, for the determination of shareholdersDecember 9, 2013, are entitled to notice of and to vote at the Meeting and any adjournment(s) or any adjournmentpostponement(s) thereof. Shareholders of the PortfoliosFunds and owners of certain variable annuity contracts, and variable life insurance policies, individual retirement accounts, and certain qualified retirement plans are entitled to provide voting instructions with respect to their proportionate interestsinterest (including fractional interests)interest) in the Portfolios.Funds. The Notice of Annual Meeting of Shareholders, proxy statement and proxy card is being mailed on or about January 7, 2013.

You are invited and encouraged to attend the Meeting. Shareholders who do not expect to attend the Meeting in person are requested to vote one of three ways:

For any questions regarding the proxy materials or for questions about how to vote your shares, please call our proxy information line toll-free 1-866-864-7964.1-855-976-3326. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Standard Time.

The enclosed Proxyproxy is being solicited by the Board of Directors of the Fund.Great-West Funds. Thank you for taking the time to review these materials and for voting your shares.

By Order of the Board of Directors

/s/ Ryan L. Logsdon

Ryan L. Logsdon

Assistant Vice President, Counsel & Secretary

Great-West Funds, Inc.

GREAT-WEST FUNDS, INC.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. VOTING YOUR SHARES EARLY WILL HELP PREVENT COSTLY FOLLOW-UP EMAIL AND TELEPHONE SOLICITATION. AFTER REVIEWING THE ATTACHED MATERIALS, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY INSTRUCTION CARD. DATE, SIGN AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. WE ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY AS DIRECTED ABOVE. IN THE ALTERNATIVE, PLEASE VOTE VIA TELEPHONE OR INTERNET AS DIRECTED ABOVE.

PROXY STATEMENT

MAXIM SERIES FUND, INC.

Maxim Short Duration Bond Portfolio

Maxim U.S. Government Mortgage Securities Portfolio

Maxim Federated Bond Portfolio

Maxim Loomis Sayles Bond Portfolio

Maxim Putnam High Yield Bond Portfolio

Maxim Global Bond Portfolio

Maxim Small-Cap Value Portfolio

Maxim Ariel Small-Cap Value Portfolio

Maxim Loomis Sayles Small-Cap Value Portfolio

Maxim Small-Cap Growth Portfolio

Maxim MidCap Value Portfolio

Maxim Ariel MidCap Value Portfolio

Maxim T. Rowe Price MidCap Growth Portfolio

Maxim T. Rowe Price Equity/Income Portfolio

Maxim Janus Large Cap Growth Portfolio

Maxim MFS International Value Portfolio

Maxim MFS International Growth Portfolio

Maxim Invesco ADR Portfolio

Maxim Bond Index Portfolio

Maxim Index 600 Portfolio

Maxim Stock Index Portfolio

Maxim S&P 500^® Index Portfolio

Maxim Aggressive Profile I Portfolio

Maxim Moderately Aggressive Profile I Portfolio

Maxim Moderate Profile I Portfolio

Maxim Moderately Conservative Profile I Portfolio

Maxim Conservative Profile I Portfolio

Maxim Aggressive Profile II Portfolio

Maxim Moderately Aggressive Profile II Portfolio

Maxim Moderate Profile II Portfolio

Maxim Moderately Conservative Profile II Portfolio

Maxim Conservative Profile II Portfolio

(the “Portfolio(s)”)

SPECIAL(the “Fund(s))

PROXY STATEMENT

Executive Offices: 8515 East Orchard Road

Greenwood Village, Colorado 80111

Mailing Address: P.O. Box 1700

Denver, Colorado 80201

ANNUAL MEETING OF SHAREHOLDERS

March 3, 2014

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Introduction

This Proxy Statementproxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Maxim Series Fund,Great-West Funds, Inc. (the “Fund”(“Great-West Funds”), a Maryland corporation, to be voted at the SpecialAnnual Meeting of Shareholders of the PortfoliosFunds (the “Meeting”“Meeting”), to be held at 8515 E.East Orchard Road, Greenwood Village, Colorado 80111, on Wednesday, May 25, 2011Monday, March 3, 2014 at 10:30 a.m. Mountain Time. It is anticipated

You will find this proxy statement divided into five parts:

We anticipate that the approximate mailing dateNotice of Special Meeting of Shareholders, this Proxy Statementproxy statement and the proxy card will be March 25, 2011.mailed beginning on or about January 7, 2013.

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The Board of DirectorsGreat-West Funds has fixed the close of business on February 24, 2011December 9, 2013 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment thereof (the “Record Date”“Record Date”). Shareholders of the Fund areFunds include insurance company separate accounts, owners of individual retirement accounts, qualified retirement plans, individual retirement accounts,asset allocation funds that are series of Great-West Funds, and Great-West Capital Management, LLC (“GWCM”), which provided initial capital for certain portfolios of the Fund that operate as “funds of funds.”Funds. Only shareholders of the PortfoliosFund and certain variable contract owners with contract values allocated to a separate account sub-account that invests in a PortfolioFund (“Contract owners”Owners”) are eligible to vote.vote or provide voting instructions.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholders Meeting to be held on May 25, 2011.

This proxy statement, the letter to shareholders and notice of meeting are available at the website: http://www.maximfunds.com/proxies.html.

Fund Service Providers

The investment adviser to the Fund is GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (“MCM”), 8515 East Orchard Road, Greenwood Village, Colorado 80111, a wholly owned subsidiary of Great-West Life & Annuity Insurance Company (“GWL&A”). MCM has contracted with GWL&A to provide recordkeeping and administrative services for the Fund. The principal underwriter to the Fund is GWFS Equities, Inc., 8515 East Orchard Road, Greenwood Village, Colorado 80111, a wholly owned subsidiary of GWL&A.

Summary of Proposals

The following summarizesYou are being asked to consider and vote on a number of proposals. Not all of the proposals being presented at the Meeting:apply to all Funds. The proposals are as follows:

The Board, of Directors, including all of the Directors who are not “interested persons” of the Fund,Great-West Funds, recommends that shareholders voteFOR each of the proposals.

Fund Service Providers

The investment adviser to Great-West Funds is GWCM. The principal underwriter of Great-West Funds is GWFS Equities, Inc. (“GWFS”). GWCM has contracted with Great-West Life & Annuity Insurance Company (“GWL&A”) to provide certain record keeping and administrative services for Great-West Funds. GWCM and GWFS are subsidiaries of GWL&A and are located at 8515 East Orchard Road, Greenwood Village, Colorado 80111.

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PART 1

DESCRIPTION OF PROPOSAL TO ELECT MEMBERS OF THE BOARD OF DIRECTORS

It is proposed that five Directors be elected at the Meeting to serve until their successors are elected and qualified.

The Board currently consists of five Directors, four of whom have been elected by shareholders and one of whom was appointed by the Board. One of the four Directors who was elected by shareholders will be retiring from the Board in September 2014 pursuant to the retirement policy adopted by the Board. As a result of the impending retirement, there will be a vacancy on the Board. During a transition period, both the retiring Director as well as his successor would serve as Directors and the Board would consist of six Directors during that period. You are being asked to re-elect the three remaining Directors previously elected by shareholders, Mitchell T.G. Graye, Gail H. Klapper and Charles P. Nelson (the “Current Directors”). You are also being asked to elect Stephen G. McConahey and Donna L. Lynne (the “Nominees”) to the Board. Stephen G. McConahey is currently a member of the Board after having been appointed by the Board to fill a vacancy, but he has not previously been elected by shareholders. The Board unanimously recommends that you vote to elect Stephen G. McConahey and Donna L. Lynne to the Board.

The Board selected Mr. McConahey and Ms. Lynne as Independent Directors (as defined below) after they were nominated and approved by the other Independent Directors of Great-West Funds. Mr. McConahey was nominated and approved on December 9, 2010, and Ms. Lynne was nominated and approved on December 12, 2013.

Each Current Director and Nominee has consented to serve as Director. The Board knows of no reason why any of the Current Directors or Nominees will be unable to serve, but if for any reason a Current Director or Nominee should become unable or unwilling to stand for election as Director, either the shares represented by all voting instruction cards authorizing votes for such Current Director or Nominee will be voted for the election of such other person(s) as the Board may recommend or the number of Directors to be elected at the Meeting will be reduced accordingly.

Set forth below is information about the two Nominees.

Mr. Stephen G. McConahey has consented to be named and is currently a member of the Board. He is not an interested person of Great-West Funds, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Mr. McConahey replaced Dr. Richard Koeppe, who retired as a Director in 2011. Mr. McConahey is Chairman of SGM Capital, LLC, a firm focused on private equity investments and management advisory services. Prior to forming this firm in 1999, Mr. McConahey was a co-founder, President and Chief Operating Officer of EVEREN Capital Corporation and EVEREN Securities, Inc., a securities brokerage firm. Prior to his positions with EVEREN, Mr. McConahey had been Senior Vice President for corporate and international development for Kemper Corporation and Kemper Financial Services. Prior to that, he was Chairman and Chief Executive Officer of Boettcher and Company, a regional investment banking firm. During his time with Boettcher, Mr. McConahey was a member of the Securities Industry Association and served on the Regional Firm Advisory Committee of the New York Stock Exchange. Mr. McConahey received a B.S. in Political Science from the University of Wisconsin and an M.B.A from Harvard Business School. Upon graduation from Harvard, he joined the consulting firm of McKinsey and Company. He later joined the White House staff becoming President Ford’s Special Assistant for Intergovernmental Affairs. He has served on the boards of the Downtown Denver Partnership and the Metro Denver Chamber of Commerce. He served as a trustee of the AMLI real estate investment trust and served on the corporate boards of IQ Navigator, Macquarie Pro Logis Management Limited Trust, and First Western Trust Bank. In the late 1980s, Mr. McConahey

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became the first chairman of the Greater Denver Corporation, which was established to lead business efforts to support new infrastructure investments such as the Denver International Airport and the Convention Center and to stimulate business and job development in the Denver metro area. He is currently a member of the Board of Directors of Guaranty Bancorp, The IMA Financial Group, Inc., the State of Colorado Venture Capital Authority, the Denver School of Science and Technology, the Metro Denver Sports Commission, and the Boys and Girls Clubs of Metro Denver. He is also a Member of the Colorado Forum, a statewide, bipartisan organization of chief executive officers and leading professionals who work on public policy issues related to Colorado, and a Partner of Iron Gate Capital, LLC, a private equity and debt financing firm. Mr. McConahey is a member of the Audit Committee and the Independent Directors Committee of the Board. The Board considered Mr. McConahey’s financial experience, his academic background, his leadership and executive experience, his board experience with other financial companies, and his experience as Director of Great-West Funds since 2011.

Ms. Donna L. Lynne, DrPH, has consented to be named and will begin serving subject to her election as a member of the Board by shareholders of the Funds. She is not an interested person of Great-West Funds, as that term is defined in the 1940 Act. Ms. Lynne is Executive Vice President and Group President of Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals. She is also President of Kaiser Foundation Health Plan of Colorado. She was previously President, GHI HMO of Group Health Incorporated, a for-profit HMO. Prior to joining Group Health Incorporated, she was Senior Vice President for the New York City Health and Hospitals Corporation. Upon graduation from George Washington University and prior to her position at the New York City Health and Hospitals Corporation, Ms. Lynne served in multiple roles for the New York City Mayor’s Office and was the Executive Director of the New York Business Group on Health, Incorporated. In addition to her current roles with Kaiser, Ms. Lynne is a member of Colorado Concern, an alliance of executives with a common interest in enhancing and protecting Colorado’s business climate, the Colorado Forum, a statewide, bipartisan organization of chief executive officers and leading professionals who work on public policy issues related to Colorado, Colorado Succeeds, a business organization focused exclusively on education policy and advocacy, and the Colorado Women’s Forum, an organization that connects women business leaders in Colorado. She is a member of the Board of Directors of Childbirth Connection, Colorado Legacy Foundation, Colorado Mountain Club, Colorado Regional Health Information Organization, Denver Metro Chamber of Commerce, Denver Museum of Nature and Science, Denver Public Schools Foundation, Teach for America-Colorado, and the U.S. Bank Denver Advisory Board. Ms. Lynne received a B.A. in Economics and Political Science from the University of New Hampshire, a Master of Public Administration in Public Finance from George Washington University, a Certificate in Employee Benefits (CEBS) from the University of Pennsylvania Wharton School, and a Doctor of Public Health from Columbia University.

Set forth below is certain information concerning the Current Directors who have been previously elected by shareholder vote and Mr. Zisman, who will serve until his retirement.

Mr. Mitchell T.G. Graye has consented to be named and is currently a member of the Board. Mr. Graye has served on the Board since June 1, 2000. He is an interested person of Great-West Funds, as that term is defined in the 1940 Act, because he is President and Chief Executive Officer of GWL&A, the parent company of GWCM. Mr. Graye is also President and Chief Executive Officer of Great-West Life & Annuity Insurance Company of New York, GWL&A Financial Inc., and the U.S. Operations of The Great-West Life Assurance Company, The Canada Life Assurance Company, The Crown Life Insurance Company and London Life Insurance Company. Mr. Graye is an honors graduate in Business Administration from the University of Western Ontario. The Board considered Mr. Graye’s various roles and executive experience with GWL&A and its affiliates, his previous role as President of GWCM, his financial experience, his academic background, and his experience as a Director of Great-West Funds since 2000.

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Ms. Gail H. Klapper has consented to be named and is currently a member of the Board. Ms. Klapper has served on the Board since 2007. She is not an interested person of Great-West Funds, as that term is defined in the 1940 Act. Ms. Klapper is Managing Attorney at the Klapper Law Firm, a firm emphasizing real estate, intellectual property, transactional work and public policy advocacy. She is also President of Ward Lake, Inc., a wholesaler of an array of wildflower seeds and produce, and Manager of 6K Ranch, LLC, a ranch for reining horses. Ms. Klapper is also a Member of the Colorado Forum, a statewide, bipartisan organization of chief executive officers and leading professionals who work on public policy issues related to Colorado. Ms. Klapper is a Director of Guaranty Bancorp and chairs the Authority Board that obtained financing, built, owns and operates the Convention Center Hotel in Denver. She previously served on the Board of Great-West Trust Company, LLC, a Colorado state-chartered trust company and wholly owned subsidiary of GWL&A, and the Board of Wellesley College, including seven years as Chair of the Board. She has served as Chair of the Board of the Denver Metro Chamber, and the Downtown Denver Partnership, and previously served on the Board of Houghton Mifflin, a Boston-based publishing company, Gold Inc., a distributor of children’s clothing and health and safety products, the Denver Museum of Nature and Science, and the Colorado Conservation Trust. Ms. Klapper received a B.A. in Political Science from Wellesley College and a J.D. at the University of Colorado Law School. Ms. Klapper is a member of the Audit Committee and the Independent Directors Committee of the Board. The Board considered Ms. Klapper’s legal training and practice, her executive experience, her board experience with other financial companies, her academic background, and her experience as a Director of Great-West Funds since 2007.

Mr. Charles P. Nelson has consented to be named and is currently a member of the Board. Mr. Nelson has served on the Board since 2008. He is an interested person of Great-West Funds, as that term is defined in the 1940 Act, because he is President, Retirement Services, of GWL&A, a Manager of GWCM and President of GWFS. Mr. Nelson is also President, Retirement Services, of Great-West Life & Annuity Insurance Company of New York, and President of FASCore, LLC. Mr. Nelson is a graduate of Whitman College with a degree in chemistry and economics. The Board considered Mr. Nelson’s various roles and executive experience with GWL&A and its affiliates, his role with GWCM, his financial experience, his academic background, and his experience as a Director of Great-West Funds since 2008.

Mr. Zisman is currently a member of the Board and is retiring from the Board in September 2014. Mr. Zisman is an attorney at Stiff, Zisman & Ingram, P.C., and has practiced law since 1965. Mr. Zisman is a member of the Audit Committee (and has been designated as the Audit Committee’s financial expert) and the Independent Directors Committee of the Board and has served as a Director since 1982 and lead Independent Director since 2010. Mr. Zisman received a B.S. from the University of Southern California, a J.D. from the University of Denver, and an L.L.M. (in Taxation) from New York University. The Board considered Mr. Zisman’s legal training and practice, his leadership, financial, and accounting experience, his academic background, and his experience as a Director of Great-West Funds since 1982.

Ms. Lynne was nominated by the Independent Directors Committee and Mr. McConahey was nominated by the other Independent Directors.

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The following information is furnished with respect to the Current Directors, Nominees, Mr. Zisman and officers of Great-West Funds:

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

**An “Interested Director” refers to a Director who is an “interested person” of Great-West Funds (as defined in the 1940 Act) by virtue of their affiliation with GWCM. Mr. Graye is President and Chief Executive Officer of GWL&A. Mr. Nelson is President, Retirement Services, of GWL&A, a Manager of GWCM and President of GWFS.

Board of Directors Leadership Structure

The Board is responsible for overseeing the management of the business and affairs of Great-West Funds and its Funds. The Board typically consists of three Independent Directors and two Interested Directors, though if Ms. Lynne is elected by shareholders there will be four Independent Directors until Mr. Zisman’s retirement. The Independent Directors have retained outside independent legal counsel and meet at least quarterly with that counsel in executive session without the Interested Directors and management.

The Chairman of the Board is an Interested Director. The Chairman presides at all meetings of the Board at which the Chairman is present. The Chairman exercises such powers as are assigned to him by the Board of Directors, which may include acting as a liaison with service providers, Great-West Funds officers, attorneys and other Directors between meetings. The Independent Directors have designated Sanford Zisman as lead Independent Director. Upon the retirement of Mr. Zisman in September 2014 the Independent Directors will designate a new lead Independent Director. The lead Independent Director, among other things, serves as a liaison between Great-West Funds’ other Independent Directors and Great-West Funds’ management, Chief Compliance Officer and other Great-West Funds officers, service providers, auditors and counsel between Board meetings. Except for any duties specified herein or pursuant to Great-West Funds’ charter document, the designation of Chairman or lead Independent Director does not impose on such Director any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Board generally.

As described below, Great West Funds has three standing committees. The Audit Committee is comprised of the three Independent Directors; the Executive Committee is comprised of the two Interested Directors; and the Independent Directors Committee is comprised of the three Independent Directors. If Ms. Lynne is elected by shareholders, the Audit Committee and Independent Directors Committee will consist of the four Independent Directors until Mr. Zisman’s retirement.

Great-West Funds has determined that the Board’s leadership structure is appropriate given the characteristics and circumstances of Great-West Funds including, without limitation, the number of Funds that comprise Great-West Funds, the net assets of Great-West Funds and Great-West Funds’ business and structure, because it allows the Board to exercise oversight in an orderly and efficient manner. The leadership structure of the Board may be changed, at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of Great-West Funds.

Risk Oversight

Consistent with its responsibility for oversight of Great-West Funds and its Funds, the Board, among other things, oversees risk management of each Fund’s investment program and business affairs directly and through its committees. Great-West Funds, GWCM, GWFS, sub-advisers, and other Great-West Fund service providers have implemented a variety of processes, procedures and controls to address these risks. The Board’s administration of its risk oversight includes adoption and periodic review of policies and procedures designed to address risk, and monitoring efforts to assess the effectiveness and implementation of the policies and procedures in addressing risks. It is possible that, despite the Board’s oversight of risk, not all risks will be identified, mitigated or addressed. Further, certain risks may arise that were unforeseen.

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The Board receives reports from senior officers of Great-West Funds at regular and special meetings of the Board on a variety of matters, including matters relating to risk management and valuation. The Board and the Audit Committee also receive regular reports from the Chief Financial Officer & Treasurer on Great-West Funds’ internal controls and accounting and financial reporting policies and practices and procedures. In addition, Great-West Funds’ independent registered public accounting firm reports regularly to the Audit Committee on internal control and accounting and financial reporting matters. The Board also meets with Great-West Funds’ Chief Compliance Officer at least quarterly to discuss compliance issues, and the Board receives a written report from the Chief Compliance Officer at least annually that addresses the policies and procedures of Great-West Funds, GWCM, each sub-adviser, GWFS, and DST Systems, Inc., Great-West Funds’ transfer agent. In addition, the Independent Directors Committee meets with the Chief Compliance Officer at least annually. The Board also receives reports on a periodic or regular basis from GWCM, and Great-West Funds’ other primary service providers. In addition, at regular quarterly meetings, the Board meets with sub-advisers on a rotating basis.

Committees and Board of Directors Meetings

The Board has a standing Audit Committee, which consists, and which after the election of the above named nominees as Directors is expected to consist, of the Independent Directors. The committee will be made up of Gail Klapper, Stephen McConahey and Donna Lynne, if each is elected, and Mr. Zisman until his retirement. As set forth in the Great-West Funds’ Audit Committee Charter, the basic purpose of the Audit Committee is to enhance the quality of Great-West Funds’ financial accountability and financial reporting by providing a means for Great-West Funds’ Independent Directors to be directly informed as to, and participate in the review of, Great-West Funds’ audit functions. Another objective is to ensure the independence and accountability of Great-West Funds’ outside auditors and provide an added level of independent evaluation of Great-West Funds’ internal accounting controls. Finally, the Audit Committee reviews the extent and quality of the auditing efforts. The function of the Audit Committee is oversight. It is management’s responsibility to maintain appropriate systems for accounting and internal control, and the auditor’s responsibility to plan and carry out a proper audit. Two meetings of the Audit Committee were held in 2012.

The Board has a standing Executive Committee which consists of the two Interested Directors. The Committee will be made up of Mitchell T.G. Graye and Charles P. Nelson, if each is elected. The Executive Committee may exercise all the powers and authority of the Board with respect to all matters other than: (1) the submission to stockholders of any action requiring authorization of stockholders pursuant to state or federal law, or the Articles of Incorporation; (2) the filling of vacancies on the Board; (3) the fixing of compensation of the Directors for serving on the Board or on any committee of the Board, including the Executive Committee; (4) the approval or termination of any contract with an investment adviser or principal underwriter, as such terms are defined in the 1940 Act, or the taking of any other action required to be taken by the Board by the 1940 Act; (5) the amendment or repeal of the By-laws or the adoption of new By-laws; (6) the amendment or repeal of any resolution of the Board that by its terms may be amended or repealed only by the Board; and (6) the declaration of dividends and the issuance of capital stock of Great-West Funds. No meetings of the Executive Committee were held in 2012.

On September 19, 2013, the Board established a standing Independent Directors Committee, which consists, and which after the election of the above named nominees as Directors is expected to consist, of the Independent Directors. The committee will be made up of Gail Klapper, Stephen McConahey and Donna Lynne, if each is elected, and Mr. Zisman until his retirement. The Independent Directors Committee Charter is attached asAppendix A. As set forth in the Great-West Funds’ Independent Directors Committee Charter, the primary purposes of the Independent Directors Committee are (1) to identify and recommend individuals for membership on the Board; (2) to review the arrangements between Great-

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West Funds and its service providers, including the review of Great-West Funds’ advisory and distribution arrangements in accordance with the 1940 Act; (3) to carry out the responsibilities of Independent Directors pursuant toRule 38a-1 under the 1940 Act; and (4) to oversee issues related to Great-West Funds’ Independent Directors that are not specifically delegated to another Board committee. The Independent Directors Committee does not have a formal process for considering nominees whose names are submitted to it by shareholders because, in its view, a shareholder that desires to nominate a person for election to the Board may do so directly by following the requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934. Nevertheless, the Independent Directors Committee will consider candidates recommended by shareholders. Shareholders who wish to have their recommendations considered by the Board shall direct the recommendation in writing to the Secretary of Great-West Funds at 8525 East Orchard Road, 2T3, Greenwood Village, Colorado 80111. The guidelines of the Independent Directors Committee for evaluating and identifying candidates for the Board, which are the same for any candidate regardless of whether the candidate was recommended by a shareholder or by the Committee, include but are not limited to: integrity, business experience and ability to assume the responsibilities incumbent on a Director. The Committee does not evaluate proposed nominees differently based upon who made the proposal.

During 2012, the Board held six meetings. No Director attended fewer than 75% of the aggregate of the Board meetings and Committee meetings, as applicable.

Compensation

GWL&A pays all compensation of the Interested Directors and the officers of Great-West Funds who are also employees of GWL&A. For the fiscal year ended December 31, 2012, the Independent Directors were paid $3,700 per Board and Committee meeting attended as well as an annual retainer of $50,000, which is paid in two installments. The Independent Directors are also paid for all actual out-of-pocket expenses of such Directors relating to attendance at Board and Committee meetings and conferences of Independent Directors. Such fees and expenses aggregated $238,800 for 2012 for the Independent Directors listed below. Effective January 1, 2013, Independent Directors are paid $3,750 per Board and Committee meeting attended and an annual retainer of $67,500, which is paid in two installments. The following table sets forth for the fiscal year ended December 31, 2012, compensation paid to the Independent Directors. Interested Directors receive no compensation from Great-West Funds.

Under the New Sub-Advisory Agreement, the same portfolio management team will continue to manage each Putnam Sub-Advised Fund’s corporate charter.portfolio, and the management fees, investment objectives, principal investment strategies and investment policies of each Putnam Sub-Advised Fund will remain the same.

Information About Duties. Each Sub-Advisory Agreement provides that Putnam, as the sub-adviser for the Putnam Sub-Advised Funds, in return for its fee, will manage the investment and reinvestment of the assets of the Putnam Sub-Advised Funds subject to the supervision of the Board and in accordance with the investment objective, policies and restrictions of the Putnam Sub-Advised Funds as set forth in their current registration statements and any other policies established by the Board or GWCM. In this regard, it is the responsibility of Putnam to make investment decisions and to place purchase and sale orders for investment securities for the Putnam Sub-Advised Funds. Each Sub-Advisory Agreement states that Putnam will provide, at its expense, all necessary investment, management and administrative facilities needed to carry out its duties under the Sub-Advisory Agreement, excluding brokerage expenses and pricing and bookkeeping services.

Compensation. The sub-advisory fees paid to Putnam are paid by GWCM, not by the Putnam Sub-Advised Funds. The compensation payable to Putnam by GWCM under the New Sub-Advisory Agreement is the same as under the Current Sub-Advisory Agreement and Prior Sub-Advisory Agreement. The aggregate amount of advisory fees that GWCM paid to Putnam during the fiscal year ended December 31, 2012 was $1,831,402 ($516,373 with respect to the Great-West Putnam High Yield Bond Fund and $1,315,029 with respect to the Great-West Putnam Equity Income Fund). If the New Sub-Advisory Agreement had been in effect during that period, the amount paid to Putnam would have been the same.

Under the Sub-Advisory Agreements, GWCM is to pay Putnam a monthly fee equal to 0.35% of the average daily net assets of the Great-West Putnam High Yield Bond Fund, and a monthly fee equal to 0.40% on the first $250 million of the average daily net assets, 0.35% on the next $250 million of the average daily net assets, and 0.30% on all average daily net assets in excess of $500 million of the Great-West Putnam Equity Income Fund. The sub-advisory fee percentage is calculated on an annualized percentage basis.

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Liability and Indemnification. Under each Sub-Advisory Agreement, GWCM agrees and undertakes to hold harmless, indemnify and protect Putnam and its directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (including without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Putnam as a result of (1) any breach of any representation or warranty, covenant or agreement made in the Sub-Advisory Agreement by GWCM, or (2) the activities of GWCM under the Sub-Advisory Agreement and the investment advisory agreement between Great-West Funds and GWCM (or omissions by GWCM to carry out its obligations under either agreement), including the activities (or such omissions) of GWCM’s directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is GWCM’s indemnity in favor of Putnam deemed to protect Putnam against any liability to which Putnam would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under the Sub-Advisory Agreement.

Under each Sub-Advisory Agreement, Putnam agrees and undertakes to hold harmless, indemnify and protect Great-West Funds and GWCM and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all Losses incurred or suffered by Great-West Funds or GWCM as a result of (1) any breach of any representation or warranty, covenant or agreement made in the Sub-Advisory Agreement by Putnam, or (2) the activities of Putnam under the Sub-Advisory Agreement (or omissions by Putnam to carry out its obligations thereunder) of Putnam, including the activities (or such omissions) of Putnam’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Putnam to perform or assist in the performance of its obligations thereunder; provided, however, that in no event is Putnam’s indemnity in favor of Great-West Funds or GWCM deemed to protect Great-West Funds or GWCM against any liability to which Great-West Funds or GWCM would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of their obligations or duties under the Sub-Advisory Agreement or the investment advisory agreement between Great-West Funds and GWCM.

In addition, under each Sub-Advisory Agreement, Great-West Funds and GWCM, jointly and severally, agree to hold harmless Putnam, its directors and officers, and each person, if any, who controls Putnam within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in Great-West Funds’ Registration Statement, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date the Sub-Advisory Agreement (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or GWCM by Putnam which Great-West Funds or GWCM had informed Putnam was to be used, or which Putnam had acknowledged was to be used, in the particular Disclosure Document.

In addition, Putnam agrees to indemnify and hold harmless Great-West Funds and GWCM, their directors and officers, and each person, if any, who controls Great-West Funds or GWCM within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and GWCM to Putnam, but only with respect to information furnished in writing by it which Great-West Funds or GWCM had informed Putnam was to be used in the Disclosure Documents. In case any action or proceeding shall be brought against Great-West Funds or GWCM, their directors or officers, or any such controlling persons, in respect of which indemnity may be

25

sought against Putnam, Putnam shall have the rights and duties given to Great-West Funds and GWCM, and Great-West Funds or GWCM, their directors or officers, or such controlling persons shall have the rights and duties given to Putnam, by the preceding paragraph.

In addition, under each Sub-Advisory Agreement no party is liable to any other party for special, consequential, punitive, incidental, exemplary or similar damages or losses regardless of the grounds or nature of any claim asserted (including without limitation contract, statute, negligence, tort, strict liability or otherwise) and whether or not the party seeking indemnification was advised of the possibility of the damage or loss asserted.

Duration and Termination. The duration and termination provisions of the New Sub-Advisory Agreement are the same as under the Prior Sub-Advisory Agreement. If approved, the New Sub-Advisory Agreement will remain in effect until two years from the date of the New Sub-Advisory Agreement and shall continue so long as such continuance is annually approved thereafter (i) by the vote of a majority of the Board, or by vote of a majority of the outstanding shares of the applicable Putnam Sub-Advised Funds, and (ii) by the vote of a majority of the Board, including by the Independent Directors. The New Sub-Advisory Agreement (1) shall not be terminated by Putnam without sixty days prior written notice to GWCM, (2) shall be subject to termination, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities of the applicable Putnam Sub-Advised Fund, on sixty days written notice to Putnam, (3) shall automatically terminate upon assignment by either party, and (4) may be terminated upon written notice from GWCM to Putnam in the event Putnam materially breaches its obligations or any representation or warranty under the Sub-Advisory Agreement.

Board Evaluation and Recommendation

The Board, including the Independent Directors, approved the New Sub-Advisory Agreement with respect to each Putnam Sub-Advised Fund at an in-person meeting held on December 5, 2013. In considering the approval of the New Sub-Advisory Agreement, the Board took into account certain information and materials relating to Putnam that the Board had received and considered in connection with the annual evaluation of the Prior Sub-Advisory Agreement with Putnam at the in-person meetings held on March 21, 2013 and April 18, 2013.

The Board, including the Independent Directors, at the Annual Meeting, approved the continuation of the Prior Sub-Advisory Agreement with Putnam. At its December 5, 2013 meeting, the Board determined that the factors considered in connection with the Annual Meeting were applicable to its review of the New Sub-Advisory Agreement.

Pursuant to the Prior Sub-Advisory Agreement, Putnam acts as sub-adviser to, and, subject to the oversight by the Board and GWCM, directs the investments of each Putnam Sub-Advised Fund in accordance with its investment objective, policies and limitations.

On March 21, 2013, the Independent Directors met separately with independent legal counsel in advance of the Annual Meeting to evaluate information furnished by Putnam in connection with the proposed continuation of the Prior Sub-Advisory Agreement. The Independent Directors also considered additional information provided in response to their requests made following the March meeting.

In approving the continuation of the Prior Sub-Advisory Agreement, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Prior Sub-Advisory Agreement. The Board noted that performance information is provided to the Board on an ongoing basis at regular Board meetings held throughout the year. In its deliberations, the Board did not identify any single factor as being determinative. Rather, the Board’s approvals were based on each Director’s business judgment after consideration of the information as a whole. Individual Directors may have weighed certain factors differently and assigned varying degrees of materiality to information considered by the Board.

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Based upon its review of the Prior Sub-Advisory Agreement and the information provided to it, the Board concluded that the Prior Sub-Advisory Agreement was fair and reasonable with respect to each Putnam Sub-Advised Fund in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment. The principal factors and conclusions that formed the basis for the Directors’ determinations to approve the continuation of the Prior Sub-Advisory Agreement are discussed below.

Nature, Extent and Quality of Services. The Board considered the nature, extent and quality of services provided and to be provided to the Putnam Sub-Advised Funds by Putnam. Among other things, the Board considered Putnam’s personnel, experience, resources and performance track record, its ability to provide such services as may be necessary in managing, acquiring and disposing of investments on behalf of the Putnam Sub-Advised Funds, and its ability to provide research and obtain and evaluate the economic, statistical and financial data relevant to the investment policies of the Putnam Sub-Advised Funds. The Board also reviewed the qualifications, background and responsibilities of the portfolio management team responsible for the day-to-day management of each Putnam Sub-Advised Fund. In addition, the Board considered Putnam’s reputation for management of its investment strategies, its overall financial condition, technical resources, operational capabilities, and compliance policies and procedures, as well as Putnam’s practices regarding the selection and compensation of brokers and dealers for the execution of portfolio transactions and the procedures it uses for obtaining best execution of portfolio transactions. The Board also considered the overall financial soundness of Putnam and reviewed Putnam’s financial statements. Consideration also was given to the fact that the Board meets with representatives of Putnam at regular Board meetings held throughout the year to discuss portfolio management strategies and performance. Additionally, the quality of Putnam’s communications with the Board was taken into account. The Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Putnam Sub-Advised Funds by Putnam.

Great-West Putnam High Yield Bond Fund Investment Performance. The Board considered the investment performance of the Great-West Putnam High Yield Bond Fund. The Board reviewed performance information for the Fund’s Initial Class as compared against the Bank of America/Merrill Lynch High Yield Master II Index and the performance of similar funds. This information included annualized returns for the one-, three- and five-year periods ended December 31, 2012 and quarterly returns for the five-year period ended December 31, 2012. The Board also considered the composition of the Fund’s peer group of funds, as determined by GWCM, based on funds of similar size and asset class and with similar intermediary fees as estimated by GWCM from the Fund’s Morningstar category. The Board was provided with a description of the methodology GWCM used to determine the similarity of the Fund with the funds included in the peer group. In evaluating the performance of the Fund, the Board noted how the Fund performed relative to the returns of the applicable index and peer group.

The Board noted that for the one-, three- and five-year periods ended December 31, 2012, the Fund was in the second, third and fourth quartiles, respectively, of its peer group (the first quartile being the best performers and the fourth quartile being the worst performers). The Board also noted that the Fund underperformed the Bank of America/Merrill Lynch High Yield Master II Index for the one-, three- and five-year periods ended December 31, 2012. However, the Board considered that Putnam began managing the Fund in August 2009, and thus, longer term underperformance is attributable to the Fund’s prior sub-adviser. Accordingly, the Board determined that it was satisfied with the investment performance of the Fund.

Great-West Putnam Equity Income Fund Investment Performance. The Board considered the investment performance of the Great-West Putnam Equity Income Fund. The Board reviewed performance information for the Fund’s Initial Class as compared against its benchmark index and the performance of similar funds. This information included annualized returns for the one-year period ended December 31, 2012 and quarterly returns for the third and fourth quarters ended December 31, 2011 and for the one-year period ended December 31, 2012. The Board only assessed short-term performance due to the Fund’s

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recent inception in June of 2011. The Board also considered the composition of the Fund’s peer group of funds, as determined by GWCM, based on funds of similar size and asset class and with similar intermediary fees as estimated by GWCM from the Fund’s Morningstar category. The Board was provided with a description of the methodology GWCM used to determine the similarity of the Fund with the funds included in the peer group. In evaluating the performance of the Fund, the Board noted how the Fund performed relative to returns of the applicable benchmark and peer group. In addition, the Board noted that it also had received and discussed at periodic intervals information comparing the Fund’s performance to that of its benchmark index.

The Board noted that the Fund was in the first quartile of its peer group for the annualized one-year period ended December 31, 2012 (the first quartile being the best performers and the fourth quartile being the worst performers) and outperformed its benchmark for the same period. The Board determined that it was satisfied with the investment performance of the Fund.

Economies of Scale.The Board considered the extent to which economies of scale may be realized as the Putnam Sub-Advised Funds grows and whether current fee levels reflect these economies of scale for the benefit of investors. In evaluating economies of scale, the Board considered, among other things, the current level of sub-advisory fees payable by GWCM, and whether those fees include breakpoints, comparative fee information, and the current level of assets of the Putnam Sub-Advised Funds.

Other Factors. The Board considered ancillary benefits derived or to be derived by Putnam from its relationships with the Putnam Sub-Advised Funds as part of the total mix of information evaluated by the Board. The Board noted where services were provided to the Putnam Sub-Advised Funds by affiliates of Putnam. The Board concluded that the sub-advisory fees for the Putnam Sub-Advised Funds were reasonable, taking into account any ancillary benefits derived by Putnam.

Conclusion. Based on its review, the Board, including the Independent Directors, determined that the terms of the New Sub-Advisory Agreement, including the sub-advisory fees, were fair and reasonable and in the best interest of the Putnam Sub-Advised Funds and their shareholders, and unanimously approved the New Sub-Advisory Agreement.

Vote Required

As provided under the 1940 Act, with respect to each Putnam Sub-Advised Fund, approval of the New Sub-Advisory Agreement will require the vote of a majority of the outstanding voting securities of the Fund. In accordance with the 1940 Act, a “majority of the outstanding voting securities” of a Fund means the lesser of (a) 67% or more of the shares of the Fund present at the shareholder meeting if the owners of more than 50% of the shares of the Fund then outstanding are present at the meeting in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund entitled to vote at the Meeting. Abstentions and broker “non-votes” will have the effect of a “no” vote for purposes of obtaining the requisite approval of the proposal.

If the New Sub-Advisory Agreement is approved by shareholders of a Putnam Sub-Advised Fund, it is expected to become effective promptly thereafter with respect to such Fund. If the New Sub-Advisory Agreement is not approved by shareholders of a Putnam Sub-Advised Fund, the New Sub-Advisory Agreement will not take effect with respect to such Putnam Sub-Advised Fund and the Board will consider what further action to take.

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PART 4

INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUNDS

Outstanding Shares

As of December 9, 2013, the Funds had the following number of shares of common stock outstanding:

29

Beneficial Ownership

Holders of shares of each Fund on the Record Date will be entitled to one vote for each share held (and fractional vote corresponding to any fractional shares), with no shares having cumulative voting rights.

As of the Record Date, no persons other than the persons identified in the table set forth inAppendix E were entitled to provide voting instructions with respect to 5% or more of a Fund’s outstanding shares. Other than as indicated in the table inAppendix C, the address of each beneficial owner entitled to provide voting instructions with respect to 5% or more of a Fund’s outstanding shares is 8515 East Orchard Road, Greenwood Village, Colorado 80111. The number of shares of each Fund held by these respective entities and the percentage of the total shares outstanding as of December 9, 2013, are set forth in the table inAppendix E.

As of November 30, 2013, the Directors, Nominees, Mr. Zisman and officers of Great-West Funds, as a group, beneficially owned less than 1% of the outstanding shares of the Funds. As of the Record Date, the individuals listed below beneficially owned shares of the Funds set forth in the table below through a qualified retirement plan. No other Director or executive officer of Great-West Funds, individually, or as a group, beneficially owned any shares of the Funds. The address of each Director and executive officer of Great-West Funds is 8515 East Orchard Road, Greenwood Village, Colorado 80111.

30

MANAGEMENT OWNERSHIP

(HOLDING ANY OUTSTANDING SHARES OF A FUND

AS OF NOVEMBER 30, 2013)

Voting Procedures

In accordance with applicable law, shares attributable to each of the Funds held in the Separate Accounts registered with the SEC will be voted based on instructions received from the Contract Owners who have allocated contract value to one or more Funds as of the Record Date. The number of votes that a Contract Owner has the right to cast will be determined by applying his/her percentage interest in a Fund (held through a Separate Account) to the total number of votes attributable to such Fund. In determining the number of votes, fractional shares will be recognized. Shares attributable to each of the Funds held in the Separate Accounts that are not registered with the SEC will also be voted as described above based on instructions received from Contract Owners who have allocated contract value to one or more of the Funds as of the Record Date. Shares held in the Separate Accounts, whether or not registered, for which a Fund does not receive instructions and shares owned by GWCM, which provided initial capital to certain Funds, as well as shares owned by asset allocation funds that are series of Great-West Funds, will be voted in the same proportion as shares for which the Fund has received instructions. As a result of such proportionate voting a small number of Contract Owners may determine the outcome of the shareholder vote(s).

The individuals named as proxies on the enclosed voting instruction card will vote in accordance with your voting directions if your card is duly executed and returned in time to be voted at the Meeting, and not subsequently revoked. Unmarked proxy cardsproxies received from Contract ownersOwners in the SeriesSeparate Accounts (as defined below) will be voted in the same proportion as those proxies with voting instructions.

Voting instructions to abstain on a proposal will be treated as present for purposes of achieving a quorum and in determining the votes cast on the proposals, but not as having voted FOR the proposals (and therefore will have the effect of a vote against). A proxy may be revoked at any time before it is voted by sending

32

written revocation, properly executed, to Great-West Funds, Inc., 8525 East Orchard Road, 2T3, Greenwood Village, Colorado 80111 with attention directed to the Secretary of Great-West Funds before the Meeting or by attending the Meeting.

In addition to the solicitation of proxies by mail, proxies may be solicited by officers and employees of the Funds or its agents or affiliates personally or by telephone, facsimile machine, telegraph, or the Internet.

Quorum and Adjournments of the Meeting

One-third of the outstanding shares entitled to vote at the Meeting at the close of business on the Record Date, represented in person or by proxy, shall constitute a quorum and must be present for the transaction of business at the Meeting. The presence of a quorum will be determined separately for each Portfolio.Fund for Proposals 2 and 3 and collectively for Proposal 1. A quorum can be established by counting shares held by insurance company separate accounts, qualified retirement plans, and other shareholders that are present at the Meeting. If a quorum is not present at the Meeting, or a quorum is present but sufficient votes to approve a proposal are not received, or for any other legal reason, the persons named as proxies may propose one or more adjournments of the Meeting with respect to any or all proposals to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. The Board may seek one or more adjournments of the Meeting to solicit additional shareholders, if necessary, to obtain a quorum for the Meeting, or to obtain the required shareholder vote for approval of the proposals. With respect to each

2

Portfolio, Fund, an adjournment would require the affirmative vote of the holders of a majority of the shares present at the Meeting (or an adjournment thereof) in person or by proxy and entitled to vote. If adjournment is proposed in order to obtain the required shareholder vote on a particular proposal, the persons named as proxies will vote in favor of adjournment those shares that they are entitled to voteif it is in favorthe best interest of such proposal and will vote against adjournment those shares that they are required to vote against such proposal.shareholders. Adjourned meetings may be held within a reasonable time after the date originally set for the Meeting without further notice to shareholders. A shareholder vote may be taken on one or more of the proposals discussed herein prior to any such adjournment if sufficient votes have been received and such vote is otherwise appropriate.

Expenses of the Solicitation

The PortfoliosFunds will pay no expenses associated with this proxy solicitation. Such expenses will be paid by MCM. GWCM. Such proxy solicitation expenses are estimated to amount to $200,000.00.

Other Business

Management of the Fund knows of no other business of Great-West Funds, other than that set forth in this Proxy Statement, which will be presented for consideration at the Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed Proxy to vote in accordance with their best judgment.

Outstanding Shares

As of February 24, 2011, the Portfolios had the following number of shares of common stock outstanding:

3

Beneficial Ownership

Holders of common stock of each Portfolio on the Record Date will be entitled to one vote for each share held (and fractional vote corresponding to any fractional shares), with no shares having cumulative voting rights.

As of the Record Date, no persons other than the persons identified in the table set forth in Appendix A were entitled to provide voting instructions with respect to 5% or more of a Portfolio’s outstanding shares. Other than as indicated in the table in Appendix A, the address of each beneficial owner entitled to provide voting instructions with respect to 5% or more of a Portfolio’s outstanding shares is 8515 East Orchard Road, Greenwood Village, Colorado 80111. The number of shares of each Portfolio held by these respective entities and the percentage of the total shares outstanding as of February 24, 2011, are set forth in the table in Appendix A.

As of the Record Date, Beverly Byrne and Mary Maiers beneficially owned shares of the Portfolios set forth in the table below through a qualified retirement plan. No other Director or executive officer of the Fund, individually, or as a group, beneficially owned any shares of the Portfolios. The address of each executive officer of the Fund is 8515 East Orchard Road, Greenwood Village, CO 80111.

MANAGEMENT OWNERSHIP

(HOLDING ANY OUTSTANDING SHARES OF A PORTFOLIO

OF THE FUND AS OF FEBRUARY 24, 2011)

PROPOSAL 1

To Approve an Amendment to the Fund’s Corporate Charterto Permit the Board of Directors to

Add New Classes of Shares to the Portfolios

The Board of Directors has determined that it is advisable to amend the Fund’s corporate charter (“charter”) to permit the Board of Directors to add from time to time new classes of shares to the Portfolios (the “Amendment”). The form of the proposed Amendment is attached as Exhibit A to this Proxy Statement. A copy of the Fund’s current charter is attached as Exhibit B to this Proxy Statement.

The Fund currently offers shares in 60 separate investment portfolios. Thirty-three of the Fund’s portfolios were established with a single class of shares, while the remaining portfolios were established as multiple class portfolios. Each class of shares of a multiple class portfolio represents interests in the same investment portfolio, subject generally to the same rights and obligations as each other class. Each class provides, however, for a different arrangement of shareholder services or the distribution of shares or both and must pay all the expenses of that arrangement. As compared to a single class structure, the multiple class structure generally affords a portfolio greater flexibility in meeting shareholder needs and marketing its shares to new investors.

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Each of the Portfolios whose shareholders are entitled to vote on the Amendment was established with and currently offers a single class of shares. If the Amendment is approved by a Portfolio’s shareholders, the Board of Directors will have the power to add from time to time new classes of shares to that Portfolio without further shareholder action. It is common industry practice for mutual fund boards to have such power, and the Board believes that it will give the Portfolios greater flexibility in meeting their shareholder needs and marketing its shares to new investors.

Under the Fund’s current charter, the Board of Directors generally has the power to create new classes of capital stock of the Fund and to authorize the issuance from time to time of shares of capital stock of the Fund without shareholder approval. Notwithstanding the general power of the Board to create and authorize the issuance from time to time of new classes of shares of the Fund, certain provisions of the charter may be ambiguous as to whether the Board may authorize the issuance of new classes of shares of investment portfolios, such as the Portfolios, which were established with a single class of shares initially. The proposed Amendment is intended to clarify the authority of the Board, and thus permit the Board, to add new classes of shares to the Portfolios without shareholder approval. If approved by the Portfolios’ shareholders, the following provision would be added at the end of Article V of the Fund’s charter, entitled “Capital Stock”:

The shareholders of each Portfolio will vote on the Amendment separately. If approved by the shareholders of a Portfolio, the Amendment will be given effect with respect to that Portfolio regardless of whether the Amendment was approved by the shareholders of any other Portfolio.

The Amendment, if approved by the Portfolios’ shareholders, would become effective as of the date when the Amendment, in substantially the form attached as Exhibit A to this Proxy Statement, is filed with the State Department of Assessments and Taxation of the State of Maryland or as of such other date as set forth in the Amendment, not to exceed 30 days after the Amendment is filed with the Department. It is expected that the Amendment, if approved by shareholders, would be filed as soon as practicable following the date of the Meeting. The exact timing of the filing, however, would be determined by the Fund, and the Fund reserves the right to delay the filing for a reasonable period of time following shareholder approval.

Except as described herein, the Amendment is not intended to result in any material change to the day-to-day operations of the Portfolios or in any material change to the terms of the Portfolios’ existing class of shares. The Board of Directors believes that it is in the best interests of shareholders to clarify the power of the Board to add from time to time new classes of shares to the Portfolios, and recommends that you vote to approve the proposed Amendment to the Fund’s charter.

Information Pertinent to Great-West Lifetime Advantage IRA Owners.

Shares of the following Portfolios are currently offered through the Great-West Lifetime Advantage IRA (the “Lifetime Advantage Portfolios”):

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The Great-West Lifetime Advantage IRA, which is available as a traditional IRA or a Roth IRA, is offered through Orchard Trust Company, LLC (“OTC”) and administered by GWL&A, both of which are affiliates of MCM, the Fund’s investment adviser.

Subject to approval of the Amendment by the shareholders of the respective Lifetime Advantage Portfolios, the Board of Directors currently intends to authorize the creation of a new class of shares, to be designated “Class L” shares, for these Lifetime Advantage Portfolios, which will be offered subject to a 0.25% distribution and/or service “Rule 12b-1” fee. The Portfolios’ existing class of shares, which do not have a 12b-1 fee, will be renamed “Initial Class.” If Class L shares are added to a Lifetime Advantage Portfolio, OTC currently plans to discontinue offering the Portfolio’s Initial Class shares and would instead offer the Portfolio’s Class L shares to IRA owners.

Vote Required

Under the Fund’s charter, only shareholders of a particular Portfolio are entitled to vote on matters concerning only that Portfolio. Accordingly, the shareholders of each Portfolio will vote on the proposed Amendment separately. For each Portfolio, approval of the proposed Amendment requires an affirmative vote of the holders of two-thirds of the Portfolio’s shares outstanding as of the Record Date. If approved by the shareholders of a Portfolio, the Amendment will be given effect with respect to that Portfolio regardless of whether the proposed Amendment was approved by the shareholders of any other Portfolio. If not approved by the shareholders of a Portfolio, the Amendment will not be given effect with respect to that Portfolio.

PROPOSAL 2

Other Business

Management is not aware of any other business to be brought before the Meeting. If, however, any other matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons designated in the proxies.

ADDITIONAL INFORMATION

Solicitation of Proxies

Shares of the Portfolios are sold to certain insurance company separate accounts to fund variable annuity contracts, variable life insurance policies and qualified retirement plans that have purchased variable contracts. Shares of the Portfolios are also sold directly to qualified retirement plans and individual retirement accounts, as well as to certain other Portfolios that operate as funds of funds. Contract owners of contracts issued through the following separate accounts (the “Series Accounts”) by GWL&A, First Great-West Life & Annuity Insurance Company (“First GWL&A”), or New England Life Insurance Company (“NELICO”), who have allocated contract value to one or more of the Portfolios as of the Record Date, will be entitled to provide voting instructions with respect to their proportionate interests (including fractional interests) in each Portfolio.

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Voting instructions are not being solicited from Contract owners of contracts issued by GWL&A through its COLI VUL-7 Series Account. This separate account, which is not registered with the SEC, is used to fund certain private placement variable life insurance policies. Qualified retirement plans and individual retirement accounts that directly owned shares of the Portfolios on the Record Date will also be entitled to vote with respect to their proportionate interest (including fractional interests) in each Portfolio as of the Record Date.

Voting Procedures

In accordance with the Fund’s view of applicable law, shares attributable to a Portfolio held in a Series Account registered with the SEC will be voted based on instructions received from the Contract owners who have allocated contract value to that Portfolio as of the Record Date. The number of votes that a Contract owner has the right to cast will be determined by applying his/her percentage interest in a Portfolio (held through a Series Account) to the total number of votes attributable to the Portfolio. In determining the number of votes, fractional shares will be recognized. Shares attributable to a Portfolio held in a Series Account that is not registered with the SEC will also be voted as described above based on instructions received from Contract owners who have allocated contract value to that Portfolio as of the Record Date. Shares held in a Series Account, whether or not registered, for which voting instructions are not received and shares owned by GWL&A, which provided initial capital to the Fund, will be voted in the same proportion as shares for which instructions were received. In addition, shares held in COLI VUL-7 Series Account and shares owned by other Portfolios will be voted in the same proportion as shares for which the Fund has received instructions.

Voting instructions to abstain on a proposal will be treated as present for purposes of achieving a quorum and in determining the votes cast on the proposal, but not as having voted FOR the proposal (and therefore will have the effect of a vote against). A proxy may be revoked at any time before it is voted by sending written revocation, properly executed, to Maxim Series Fund, Inc., 8515 East Orchard Road, Greenwood Village, Colorado 80111 with attention directed to the Fund’s Secretary before the Meeting or by attending the Meeting. In addition to the solicitation of proxies by mail, proxies may be solicited by officers and employees of the Fund or its agents or affiliates personally or by telephone, facsimile machine, telegraph, or the Internet.

Shareholder Proposals

The FundGreat-West Funds does not generally hold annual or other regular meetings of shareholders. Shareholder proposals to be presented at any future meeting of shareholders must be received by the FundGreat-West Funds in writing a reasonable amount of time before the FundGreat-West Funds solicits proxies for that meeting, in order to be considered for inclusion in the proxy materials for that meeting.

Shareholder Communications

Shareholders of the Funds who want to communicate with the Board or any individual Director should write the applicable Fund to the attention of the Great-West Funds’ Secretary, Ryan Logsdon. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Director and so indicates, it will be sent only to that Director. If a communication does not indicate a specific Director, it will be sent to the chairman of the Board and the independent legal counsel to the Independent Directors for further distribution as deemed appropriate by such persons.

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Financial Statements

The FundGreat-West Funds will furnish, without charge, a copy of thea Fund’s last audited financial statements andmost recent annual report for the fiscal year ended December 31, 20102012 and the most recent semi-annual report, upon request to: Secretary,Ryan Logsdon, 8525 East Orchard Road, 2T3, Greenwood Village, Colorado 80111. You may also request copies by calling80111; (866) 831-7129. The annual

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Ryan L. Logsdon

Ryan L. Logsdon

Assistant Vice President, Counsel & Secretary

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APPENDIX A

GREAT-WEST FUNDS, INC.

INDEPENDENT DIRECTORS COMMITTEE CHARTER

ADOPTED SEPTEMBER 19, 2013

The Independent Directors Committee is a committee of the Board of the Fund. Its primary purposes are: (1) to identify and semi-annual reports are also availablerecommend individuals for membership on the Board; (2) to review the arrangements between the Fund and its service providers, including the review of the Fund’s web siteadvisory and distribution arrangements in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”); (3) to carry out the responsibilities of independent directors pursuant toRule 38a-1 under the 1940 Act; and (4) to oversee issues related to the Fund’s independent directors that are not specifically delegated to another Board committee.

The Independent Directors Committee shall be comprised solely of directors who are independent directors. For purposes of the Independent Directors Committee, a director is independent if he or she is not an “interested person” of the Fund as that term is defined in the 1940 Act.

The members and Chairman of the Independent Directors Committee shall be elected by the Board annually and serve until their successors shall be duly elected and qualified.

The Independent Directors Committee shall meet quarterly, or more frequently as circumstances dictate. Special meetings (including telephone meetings) may be called by the Chairman or a majority of the members of the Independent Directors Committee upon reasonable notice to the other members of the Independent Directors Committee.

A majority of the members of the Independent Directors Committee shall constitute a quorum for purposes of the transaction of business. The affirmative vote of a majority of the members comprising a quorum shall be the act of the Independent Directors Committee.

To fulfill its responsibilities and duties the Independent Directors Committee shall:

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APPENDIX B

FORM OF

INVESTMENT ADVISORY AGREEMENT BETWEEN GREAT-WEST FUNDS, INC.

AND GREAT-WEST CAPITAL MANAGEMENT, LLC

This Investment Advisory Agreement is made this 3^rd day of March 2014 (this “Agreement”), by and between Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”), and Great-West Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser”).

ARTICLE I

Duties of the Adviser

Great-West Funds hereby employs the Adviser to act as the investment adviser to and manager of Great-West Funds, and, subject to the review of the Board of Directors of Great-West Funds (the “Board”), to manage the investment and reinvestment of the assets of its existing series and of each series it may create in the future (each, a “Fund” and collectively, the “Funds”) and to administer its affairs, for the period and on the terms and conditions set forth in this Agreement. The Adviser hereby accepts such employment and agrees during such period, at http://www.maximfunds.com/prospectus.html.its own expense, to render the services and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent Great-West Funds in any way or otherwise be deemed an agent of Great-West Funds.

A.Investment Advisory Services. In carrying out its obligations to manage the investment and reinvestment of the assets of Great-West Funds, the Adviser shall, when appropriate and consistent with the limitations set forth in Section C hereof:

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If, in the judgment of the Adviser, Great-West Funds would be benefited by supplemental investment research from other persons or entities, outside the context of a specific brokerage transaction, the Adviser is authorized to obtain and pay a reasonable flat fee for such information. Supplemental investment research shall be limited to statistical and other factual information, advice regarding economic factors and trends, and advice as to occasional transactions in specific securities, and shall not involve general advice or recommendations regarding the purchase or sale of securities. The expense of the Adviser may not be necessarily reduced as a result of the receipt of such supplement information. The Adviser shall regularly report to the Board when it has secured or, where time permits, intends to secure said supplemental investment research. It is understood and agreed that the Board retains the right to limit the scope of or to disapprove of said research.

B.Administrative Services. In addition to the performance of investment advisory services, the Adviser shall perform, or supervise the performance of, administrative services in connection with the management of Great-West Funds and the Funds, including all financial reporting for Great-West Funds. In this connection, the Adviser agrees to: (i) assist in supervising all aspects of Great-West Funds’ operations, including the coordination of all matters relating to the functions of the custodian, transfer agent, or other shareholder service agents, if any, accountants, attorneys, and other parties performing services or operational functions for Great-West Funds, (ii) provide Great-West Funds, at the Adviser’s expense, with services of persons who may be the Adviser’s officers, competent to perform such administrative and clerical functions as are necessary in order to provide effective administration of Great-West Funds, including duties in connection with certain reports and the maintenance of certain books and records of Great-West Funds, and (iii) provide Great-West Funds, at the Adviser’s expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. Nothing contained herein will be construed to restrict Great-West Funds’ right to hire its own employees or to contract for services to be performed by third parties.

C.Limitations on Advisory Services. The Adviser shall perform the services under this Agreement subject to the review of the Board and in a manner consistent with the investment objectives, policies, and restrictions of Great-West Funds as stated in its Registration Statement, as amended from time to time, filed with the Securities and Exchange Commission, its Articles of Incorporation and Bylaws, as amended from time to time, and the provisions of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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Great-West Funds has furnished or will furnish the Adviser with copies of Great-West Funds’ Prospectuses, Articles of Incorporation, and Bylaws as currently in effect and agrees during the continuance of this Agreement to furnish the Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser will be entitled to rely on all documents furnished by Great-West Funds.

D.Relationship with Sub-advisers Pursuant to Manager-of-Managers Structure. In fulfilling its duties, the Adviser may select and contract at its own expense with sub-advisers to manage the purchase, retention, and disposition of the investments, securities, and cash of each Fund other than any Fund that is part of a master-feeder arrangement. Furthermore, one or more Funds, as determined by the Adviser, may be advised by two or more sub-advisers. Under these circumstances, the Adviser would allocate such a Fund’s assets between and among its sub-advisers. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any sub-advisory agreement.

Great-West Funds and the Adviser understand and agree that the Adviser will manage Great-West Funds in a “manager-of-managers” style, which contemplates that the Adviser, among other things, is responsible for:

All actions of the Adviser are subject to review by the Board. Great-West Funds recognizes that a sub-adviser’s services may be terminated or modified pursuant to this process, and that the Adviser may appoint a new sub-adviser for a sub-adviser that is so removed.

Each sub-adviser’s fees will be paid by the Adviser out of the advisory fees received from each of the Funds. The fee will be computed daily and paid periodically at an annual rate applied to the value of the average daily net assets of the Fund or, in the future, the portion of the Fund managed by that sub-adviser. Fees paid to a sub-adviser of a Fund with multiple sub-advisers would depend both on the fee rate negotiated with the Adviser and on the percentage of the Fund’s assets allocated to that sub-adviser by the Adviser, which may vary from time to time. Thus, the basis for fees paid to any such sub-adviser

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would not be constant, and the relative amounts of fees paid to the various sub-advisers of a Fund would fluctuate. These internal fluctuations, however, would not affect the total management fees paid by a Fund, which would continue to be fixed at the rates and on the terms described in Article II, Section A of this Agreement. Great-West Funds and its Funds have no responsibility to compensate any sub-adviser in any manner.

The sub-advisers serve in a sub-advisory capacity to the Adviser with respect to each Fund for which they provide investment advice. Subject to the general supervision and direction of the Adviser and, ultimately, the Board, each sub-adviser for a Fund:

Each sub-adviser is, and any future sub-adviser will be, registered as an investment adviser under the Investment Advisers Act of 1940 and is or will be an “investment adviser,” as defined in Section 2(a)(20) of the Investment Company Act, with respect to the Fund or Funds (or portion thereof) for which it provides investment advice. In addition, a sub-adviser may perform certain limited administrative functions associated with its services for the relevant Fund(s) as set forth in the relevant sub-advisory agreement.

If a Fund employs multiple sub-advisers, each of whom would have complete discretion to purchase and sell securities for that portion of the assets of the Fund assigned to it by the Adviser, the Adviser will monitor the performance of both the Fund as a whole and each sub-adviser and will reallocate Fund assets among individual sub-advisers, or recommend to the Board that a Fund employ or terminate particular sub-advisers, to the extent necessary to achieve the overall objective of the particular Fund.

Pursuant to the “manager-of-managers” structure, each sub-adviser recommended by the Adviser will be selected and approved by the Board, including a majority of the Directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act, of Great-West Funds or the Adviser (the “Independent Directors”), and each sub-adviser will perform its services pursuant to a written sub-advisory agreement that complies with Section 15(a) of the Investment Company Act and has been approved by the Board, including a majority of the Independent Directors.

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ARTICLE II

Compensation of the Adviser

A.Investment Advisory Fee. As compensation for its services with respect to Great-West Funds, the Adviser receives monthly compensation at the annual rate of 1.00% of the average daily net assets of the Great-West American Century Growth Fund; 0.95% of the average daily net assets of the Great-West Ariel Mid Cap Value Fund; 0.50% of the average daily net assets of the Great-West Bond Index Fund; 0.70% of the average daily net assets of the Great-West Federated Bond Fund; 1.25% of the average daily net assets of the Great-West Goldman Sachs Mid Cap Value Fund; 0.70% of the average daily net assets of the Great-West International Index Fund; 1.40% of the average daily net assets of the Great-West Invesco Small Cap Value Fund; 1.00% of the average daily net assets of the Great-West Multi-Manager Large Cap Growth Fund on assets up to $1 billion and 0.95% of the average daily net assets of the Great-West Multi-Manager Large Cap Growth Fund on assets over $1 billion; 0.90% of the average daily net assets of the Great-West Loomis Sayles Bond Fund; 1.00% of the average daily net assets of the Great-West Loomis Sayles Small Cap Value Fund; 1.20% of the average daily net assets of the Great-West MFS International Growth Fund; 1.00% of the average daily net assets of the Great-West MFS International Value Fund; 0.46% of the average daily net assets of the Great-West Money Market Fund; 1.10% of the average daily net assets of the Great-West Putnam Equity Income Fund; 1.10% of the average daily net assets of the Great-West Putnam High Yield Bond Fund; 0.70% of the average daily net assets of the Great-West Real Estate Index Fund; 0.60% of the average daily net assets of the Great-West S&P 500 Index Fund; 0.60% of the average daily net assets of the Great-West S&P Mid Cap 400 Index Fund; 0.60% of the average daily net assets of the Great-West S&P Small Cap 600 Index Fund; 0.60% of the average daily net assets of the Great-West Short Duration Bond Fund; 1.10% of the average daily net assets of the Great-West Small Cap Growth Fund; 0.60% of the average daily net assets of the Great-West Stock Index Fund; 1.30% of the average daily net assets of the Great-West Templeton Global Bond Fund; 0.80% of the average daily net assets of the Great-West T. Rowe Price Equity Income Fund; 1.00% of the average daily net assets of the Great-West T. Rowe Price Mid Cap Growth Fund; and 0.60% of the average daily net assets of the Great-West U.S. Government Mortgage Securities Fund.

As compensation for its services with respect to Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.12% of the average daily net assets of the Great-West Lifetime 2015 Fund I, Great-West Lifetime 2015 Fund II, Great-West Lifetime 2015 Fund III, Great-West Lifetime 2025 Fund I, Great-West Lifetime 2025 Fund II, Great-West Lifetime 2025 Fund III, Great-West Lifetime 2035 Fund I, Great-West Lifetime 2035 Fund II, Great-West Lifetime 2035 Fund III, Great-West Lifetime 2045 Fund I, Great-West Lifetime 2045 Fund II, Great-West Lifetime 2045 Fund III, Great-West Lifetime 2055 Fund I, Great-West Lifetime 2055 Fund II, and Great-West Lifetime 2055 Fund III.

As compensation for its services with respect to Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.25% of the average daily net assets of each of the Great-West Aggressive Profile I Fund, Great-West Moderately Aggressive Profile I Fund, Great-West Moderate

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Profile I Fund, Great-West Moderately Conservative Profile I Fund, Great-West Conservative Profile I Fund; and 0.10% of the average daily net assets of each of the Great-West Aggressive Profile II Fund, Great-West Moderately Aggressive Profile II Fund, Great-West Moderate Profile II Fund, Great-West Moderately Conservative Profile II Fund, Great-West Conservative Profile II Fund.

As compensation for its services with respect to Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.10% of the average daily net assets of the Great-West SecureFoundation^® Balanced Fund; 0.16% of the average daily net assets of the Great-West SecureFoundation^® Balanced ETF Fund; 0.12% of the average daily net assets of the Great-West SecureFoundation^® Lifetime 2015 Fund, Great-West SecureFoundation^® Lifetime 2020 Fund, Great-West SecureFoundation^® Lifetime 2025 Fund, Great-West SecureFoundation^® Lifetime 2030 Fund, Great-West SecureFoundation^® Lifetime 2035 Fund, Great-West SecureFoundation^® Lifetime 2040 Fund, Great-West SecureFoundation^® Lifetime 2045 Fund, Great-West SecureFoundation^® Lifetime 2050 Fund, and Great-West SecureFoundation^® Lifetime 2055 Fund.

B.Allocation of Expenses. Except with respect to the Funds indicated below, the Adviser shall be responsible for all expenses incurred in performing the services set forth in this Agreement and all other expenses, and Great-West Funds shall pay only extraordinary expenses, including the cost of litigation.

With respect to the Great-West Ariel Mid Cap Value, Great-West Loomis Sayles Small Cap Value, Great-West T. Rowe Price Equity Income, Great-West Small Cap Growth, Great-West MFS International Value, Great-West T. Rowe Price Mid Cap Growth and Great-West SecureFoundation^® Balanced ETF Funds:

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With respect to the Great-West Lifetime 2015 Fund I, Great-West Lifetime 2015 Fund II, Great-West Lifetime 2015 Fund III, Great-West Lifetime 2025 Fund I, Great-West Lifetime 2025 Fund II, Great-West Lifetime 2025 Fund III, Great-West Lifetime 2035 Fund I, Great-West Lifetime 2035 Fund II, Great-West Lifetime 2035 Fund III, Great-West Lifetime 2045 Fund I, Great-West Lifetime 2045 Fund II, Great-West Lifetime 2045 Fund III, Great-West Lifetime 2055 Fund I, Great-West Lifetime 2055 Fund II, and Great-West Lifetime 2055 Fund III, the Adviser shall be responsible for all expenses incurred in performing the services set forth in this Agreement and all other expenses, except that Great-West Funds shall pay all distribution and other expenses incurred under a plan adopted pursuant to rule 12b-1 under the Investment Company Act and any extraordinary expenses, including litigation costs.

With respect to the Great-West SecureFoundation^® Balanced Fund, Great-West SecureFoundation^® Lifetime 2015 Fund, Great-West SecureFoundation^® Lifetime 2025 Fund, Great-West SecureFoundation^® Lifetime 2035 Fund, Great-West SecureFoundation^® Lifetime 2045 Fund, and Great-West SecureFoundation^® Lifetime 2055 Fund, the Adviser shall be responsible for all expenses incurred in performing the services set forth in this Agreement and all other expenses, except that Great-West Funds shall pay all distribution and other expenses incurred under a plan adopted pursuant to rule 12b-1 under the Investment Company Act and any extraordinary expenses, including litigation costs.

With respect to the Great-West SecureFoundation^® Lifetime 2020 Fund, Great-West SecureFoundation^® Lifetime 2030 Fund, Great-West SecureFoundation^® Lifetime 2040 Fund, and Great-West SecureFoundation^® Lifetime 2050 Fund, the Adviser shall be responsible for all expenses incurred in performing the services set forth in this Agreement and all other expenses, except that Great-West Funds shall pay all distribution and other expenses incurred under a plan adopted pursuant to rule 12b-1 under the Investment Company Act and any extraordinary expenses, including litigation costs.

Notwithstanding the preceding paragraphs of Section B, above, with respect to the Class L shares of the Funds, as applicable, the Adviser shall be responsible for all expenses incurred in performing the services set forth in this Agreement and all other expenses, except that Great-West Funds shall pay all distribution and other expenses incurred under a plan adopted pursuant to rule 12b-1 under the Investment Company Act and any extraordinary expenses, including litigation costs.

Notwithstanding the second and sixth paragraphs of Section B, above, with respect to the Class L shares of the Great-West Ariel Mid Cap Value, Great-West Loomis Sayles Small Cap Value, Great-West T. Rowe Price Equity Income, Great-West Small Cap Growth, Great-West MFS International Value, and Great-West T. Rowe Price Mid Cap Growth Funds:

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Notwithstanding the preceding paragraphs of Section B, above, with respect to the Class A and S shares of the Great-West SecureFoundation^® Balanced ETF Fund:

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C.Excess Expenses. Notwithstanding the second paragraph of Section B, above, with respect to the following Funds of Great-West Funds, the Adviser shall pay Expenses which exceed an annual rate of: 1.10% of the average daily net assets of the Great-West Ariel Mid Cap Value Fund; 1.30% of the average daily net assets of the Great-West Loomis Sayles Small Cap Value Fund; 1.20% of the average daily net assets of the Great-West MFS International Value Fund; 1.10% of the average daily net assets of the Great-West Small Cap Growth Fund; 0.95% of the average daily net assets of the Great-West T. Rowe Price Equity Income Fund; and 1.05% of the average daily net assets of the Great-West T. Rowe Price Mid Cap Growth Fund. For purposes of this Section C, “Expenses” with respect to a Fund shall mean the sum of (a) the investment advisory fee described in Section A, above, for such Fund, and (b) expenses to be paid directly by Great-West Funds, as described in clause (b) of the second paragraph of Section B, above, with respect to such Fund.

Notwithstanding the seventh paragraph of Section B, above, with respect to Class L shares of the Great-West Ariel Mid Cap Value Fund, Great-West Loomis Sayles Small-Cap Value Fund, Great-West MFS International Value Fund, Great-West Small-Cap Growth Fund, Great-West T. Rowe Price Equity/Income Fund, and Great-West T. Rowe Price MidCap Growth Fund, for purposes of this Section C, “Expenses” with respect to a Fund shall mean the sum of (a) the investment advisory fee described in Section A, above, for such Fund, and (b) expenses to be paid directly by Great-West Funds, as described in clause (b) of the seventh paragraph of Section B, above, excluding all distribution and other expenses incurred under a plan adopted pursuant to rule 12b-1 under the Investment Company Act (or successor plan), with respect to such Fund.

ARTICLE III

Portfolio Transactions and Brokerage

The Adviser agrees to determine the securities to be purchased or sold by the Funds, subject to the provisions of Article I, and to place orders pursuant to its determinations, either directly with the issuer, with any broker-dealer or underwriter that specializes in the securities for which the order is made, or with any other broker or dealer selected by the Adviser, subject to the following limitations.

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The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for Great-West Funds and will use its best efforts to obtain the most favorable net results and execution of Great-West Funds’ orders, taking into account all appropriate factors including price, dealer spread or commission, if any, size of the transaction, and difficulty of the transaction. In evaluating the net results of brokerage services offered by brokers or dealers that also provide supplemental investment research to the Adviser for a flat fee (see Article I) the Adviser need not take such a flat fee into consideration.

If, in the judgment of the Adviser, Great-West Funds would be benefited by supplemental investment research in addition to such research furnished for a flat fee, the Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction. The expenses of the Adviser may not necessarily be reduced as a result of receipt of such supplemental information.

Subject to the above requirements and the provisions of the Investment Company Act, the Securities Exchange Act of 1934, other applicable provisions of law, and the terms of any exemption(s) therefrom, nothing shall prohibit the Adviser from selecting brokers or dealers with which it or Great-West Funds are affiliated.

ARTICLE IV

Activities of the Adviser

The services of the Adviser to Great-West Funds under this Agreement are not to be deemed exclusive and the Adviser will be free to render similar services to others so long as its services under this Agreement are not impaired. It is understood that directors, officers, employees, and shareholders of Great-West Funds are or may become interested in the Adviser, as managers, officers, employees, members, or otherwise, and that managers, officers, employees, or members of the Adviser are or may become similarly interested in Great-West Funds, and that the Adviser is or may become interested in Great-West Funds as shareholder or otherwise.

It is agreed that the Adviser may use any supplemental investment research obtained for the benefit of Great-West Funds in providing investment advice to its other investment advisory accounts. The Adviser or its subsidiaries may use such information in managing their own accounts. Conversely, such supplemental information obtained by the placement of business for the Adviser or other entities advised by the Adviser will be considered by and may be useful to the Adviser in carrying out its obligations to Great-West Funds.

Securities held by Great-West Funds may also be held by separate accounts or other mutual funds for which the Adviser acts as an adviser or by the Adviser or its subsidiaries. Because of different investment objectives or other factors, a particular security may be bought by the Adviser or its subsidiaries or for one or more clients when one or more clients are selling the same security. If purchases or sales of securities for Great-West Funds or other entities for which the Adviser or its

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subsidiaries act as investment adviser or for their advisory clients arise for consideration at or about the same time, Great-West Funds agrees that the Adviser may make transactions in such securities, insofar as feasible, for the respective entities and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of the Adviser during the same period may increase the demand for securities being purchased or the supply of securities being sold, Great-West Funds recognizes that there may an adverse effect on price.

It is agreed that, on occasions when the Adviser deems the purchase or sale of a security to be in the best interests of Great-West Funds as well as other accounts or companies, it may, to the extent permitted by applicable laws and regulations, but will not be obligated to, aggregate the securities to be sold or purchased for Great-West Funds with those to be sold or purchased for other accounts or companies in order to obtain favorable execution and low brokerage commissions. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to Great-West Funds and to such other accounts or companies. Great-West Funds recognizes that in some cases this procedure may adversely affect the size of the position obtainable for a Fund’s portfolio.

ARTICLE V

Effectiveness of the Agreement

This Agreement shall not become effective (and the Adviser shall not serve or act as investment adviser) unless and until it is approved by the Board including a majority of directors who are not parties to this Agreement or interested persons of any such party to this Agreement, and by the sole shareholder; and this Agreement shall come into full force and effect on the date on which it is so approved.

ARTICLE VI

Term of the Agreement

This Agreement shall remain in effect for one year from its effective date and shall continue so long as such continuance is specifically approved by a majority of the outstanding shares of Great-West Funds at that time and at least annually thereafter (a) by the vote of the majority of the Board, or by vote of a majority of the outstanding shares of Great-West Funds, including a majority of the outstanding shares of each Fund, and (b) by the vote of a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In connection with such approvals, the Board shall request and evaluate, and the Adviser shall furnish, such information as may be reasonably necessary to evaluate the terms of this Agreement. This Agreement:

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ARTICLE VII

Recordkeeping

The Adviser agrees that all accounts and records which it maintains for Great-West Funds shall be the property of Great-West Funds and that it will surrender promptly to the designated officers of Great-West Funds any or all such accounts and records upon request. The Adviser further agrees to preserve for the period prescribed by the rules and regulations of the Securities and Exchange Commission all such records as are required to be maintained pursuant to said rules. The Adviser also agrees that it will maintain all records and accounts regarding the investment activities of Great-West Funds in a confidential manner. All such accounts or records shall be made available, within five (5) business days of the request, to Great-West Funds’ accountants or auditors during regular business hours at the Adviser’s offices upon reasonable prior written notice. In addition, the Adviser will provide any materials reasonably related to the investment advisory services provided hereunder, as may be reasonably requested in writing by the directors or officers of Great-West Funds or as may be required by any governmental agency having jurisdiction.

ARTICLE VIII

Liability of the Adviser

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the Adviser (or its managers, agents, officers, employees, members, and any other person or entity affiliated with the Adviser or retained by it to perform or assist in the performance of its obligations under this Agreement), neither the Adviser nor any of its managers, officers, employees, or agents shall be subject to liability to Great-West Funds or to any shareholder for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or mistake of law or for any loss suffered by Great-West Funds or any shareholder in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services.

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ARTICLE IX

Governing Law

This Agreement is subject to the provisions of the Investment Company Act, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder, including such exemptions therefrom as the Securities and Exchange Commission may grant. Words and phrases used herein shall be interpreted in accordance with that Act and those rules and regulations. As used with respect to Great-West Funds or any of its Funds, the term “majority of the outstanding shares” means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officials duly authorized, as of the day and year first above written.

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APPENDIX AC

ADVISORY FEES PAID BY THE FUNDS AND AMOUNT OF

FEES WAIVED OR EXPENSES REIMBURSED BY GWCM