January 6, 2013

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

February 18, 2015

ANNUAL MEETING OF SHAREHOLDERS

March 3, 2014

Part 1   Provides details on the proposal to elect five members of the Board of Directors

Part 3   Provides details on the proposal to approve a new sub-advisory agreement

Part 4    Provides information about ownership of shares of the Funds

proposal.

It

The Board currently consists of five Directors, four of whom have been elected by shareholders and one of whom was appointedpaid by the Board. OneFunds. As such, shareholders are being asked to approve an administrative services agreement between Great-West Funds and GWL&A (the “Administrative Services Agreement”).

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 anyapplicable share classes 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, eitherFunds while 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 MeetingAcquired Fund Fees and Expenses will be reduced accordingly.

Set forth belowby approximately 0.35%. The Expense Ratio that your Fund pays is information about the two Nominees.

Mr. Stephen G. McConahey has consentednot expected to be named and is currentlyincrease as a memberresult of implementation of the Board. HeAdministrative Services Agreement. Please note that the Acquired Fund Fees and Expenses vary over time based on then-current allocations of the Funds among the Underlying Funds and the then-current expense ratios of the Underlying Funds, which vary over time based on numerous factors. As such, the Acquired Fund Fees and Expenses of the Funds are not guaranteed to remain at the estimated amounts set forth above.

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, ofpay 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 membermonthly fee equal to 0.35% of the Board and is retiring fromaverage daily net asset value of such class.

The following information is furnishedGWCM Administrative Services Agreement will terminate on April 30, 2015 with respect to each Fund that approves the CurrentAdministrative Services Agreement.

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

PART 3

DESCRIPTION OF PROPOSAL 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)

Introduction

Shareholders are being asked to approve a new sub-advisory agreement (the “New Sub-Advisory Agreement”) among Great-West Funds, GWCM and Putnam with respect to the Great-West Putnam High Yield Bond Fund and the Great-West Putnam Equity Income Fund (the “Putnam Sub-Advised Funds”).Approval of the New Sub-Advisory Agreement will not change the annual management fee rates payable by the Putnam Sub-Advised Funds or the sub-advisory fees paid by GWCM to Putnam.

Great-West Funds, GWCM and Putnam entered into a sub-advisory agreement on August 3, 2009 for the Great-West Putnam High Yield Bond Fund, and entered into an amendment to the Sub-Advisory Agreement on June 8, 2011 for the Great-West Putnam Equity Income Fund (collectively, the “Prior Sub-Advisory Agreement”).

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 Prior Sub-Advisory Agreement within the meaning of the 1940 Act. An investment advisory agreement or sub-advisory agreement automatically terminates upon its “assignment” under the 1940 Act.

In order to avoid disruption of the investment management program of the Putnam Sub-Advised Funds, the Board approved an interim sub-advisory agreement with GWCM and Putnam in accordance with Rule 15a-4 under the 1940 Act (the “Current Sub-Advisory Agreement”). The Current Sub-Advisory Agreement

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became effective on October 8, 2013 with respect to each Putnam Sub-Advised Fund and will remain in effect for 150 days (until March 7, 2014) or until shareholders of a Putnam Sub-Advised Fund approve the New Sub-Advisory Agreement.

Great-West Funds operates under a manager-of-managers structure in accordance with an order issued by the SEC. The order permits GWCM and Great-West Funds to enter into and materially amend sub-advisory agreements without shareholder approval, subject to certain conditions. The relief granted by the SEC, however, does not extend to a sub-adviser that is an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, of Great-West Funds or GWCM, other than by reason of serving as a sub-adviser to one or more of the funds of Great-West Funds. The New Sub-Advisory Agreement with Putnam is being submitted for shareholder approval because Putnam is, or could be deemed to be, an affiliated person of GWCM by virtue of being under common control with GWCM.

In addition to the Current Sub-Advisory Agreement, the Board also approved the New Sub-Advisory Agreement, the effectiveness of which is subject to shareholder approval. The Board recommends that the shareholders of the Putnam Sub-Advised Funds approve the New Sub-Advisory Agreement.

Sub-Adviser

Putnam is a Delaware limited liability company and is a registered investment adviser with the SEC under the Advisers Act. The address of Putnam and the principal executive officer of Putnam is One Post Office Square, Boston, Massachusetts 02109. Robert L. Reynolds is the principal executive officer of Putnam. His principal occupation is President and Chief Executive Officer of Putnam. Except as otherwise specified herein, all information about Putnam has been provided by Putnam.

Putnam, a subsidiary of Putnam Investments, LLC, is owned through a series of subsidiaries by Great-West Lifeco Inc., a Canadian holding company. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding company with substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada, a Canadian holding and management company. Through a group of private holding companies, the Trust has voting control of Power Corporation of Canada.

Other Funds Managed by Putnam

Putnam serves as investment adviser or sub-adviser to other investment company funds having a similar investment objective as the Great-West Putnam High Yield Bond Fund. Putnam has not waived, reduced, or otherwise agreed to reduce its compensation under any contract for the funds listed below. Information about these funds appears in the following table:

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*For each similar fund, the indicated fee rates are measured against “Total Open-End Mutual Fund Average Net Assets,” which is defined as the average of all of the determinations of the aggregate net assets of all open-end funds sponsored by Putnam (excluding certain open-end funds that do not pay a management fee) at the close of business on each business day during each month while the fund’s management contract is in effect. This “fund family breakpoint” structure means that a fund’s management fee will vary based upon the overall size of the Putnam mutual fund family.

Putnam serves as investment adviser or sub-adviser to other investment company funds having a similar investment objective as the Great-West Putnam Equity Income Fund. Putnam has not waived, reduced, or otherwise agreed to reduce its compensation under any contract for the funds listed below. Information about these funds appears in the following table:

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*For each similar fund, the indicated fee rates are measured against “Total Open-End Mutual Fund Average Net Assets,” which is defined as the average of all of the determinations of the aggregate net assets of all open-end funds sponsored by Putnam (excluding certain open-end funds that do not pay a management fee) at the close of business on each business day during each month while the fund’s management contract is in effect. This “fund family breakpoint” structure means that a fund’s management fee will vary based upon the overall size of the Putnam mutual fund family.

Comparison of the Sub-Advisory Agreements

A copy of the New Sub-Advisory Agreement is attached asAppendix D. The New Sub-Advisory Agreement is identical to the Current Sub-Advisory Agreement and Prior Sub-Advisory Agreement, with the exception of the effective dates. In addition, because the Current Sub-Advisory Agreement is an interim advisory agreement, it includes certain provisions required by Rule 15a-4 under the 1940 Act regarding duration, as described below. The following is a summary of the terms of the Prior Sub-Advisory Agreement, Current Sub-Advisory Agreement and New Sub-Advisory Agreement (each generally, a “Sub-Advisory Agreement”). The description of the New Sub-Advisory Agreement is qualified in its entirety by the full text of the New Sub-Advisory Agreement inAppendix D to this proxy statement.

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

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

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PART 5

PROXY VOTING AND OPERATION OF THE MEETING

22, 2014)

Shares of the Great-West SecureFoundation Balanced ETF Fund are available through certain broker-dealers, custodians or trustees of individual retirement accounts or other financial intermediaries who have entered into agreements with the Fund’s distributor to make shares available.

programs.

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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.

$167,000.

GREAT-WEST FUNDS